UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



(Mark One)



[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2012



or



[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ____________ to ____________
Commission File Number 333-135037





VAMPT
AMERICA, INC.





(Exact name of registrant as specified in its charter)



|Nevada                                           |  | N/A                              
|------------------------------------------------ |  | ---------------------------------
|(State or other jurisdiction of incorporation or |  | (IRS Employer Identification No.)
|organization)                                    |  |                                  
|                                                 |  |                                  
|2212 Queen Anne
    Avenue N., Seattle, WA       |  | 98109                            
|(Address of principal executive offices)         |  | (Zip Code)                       





866-725-0541(Registrant’s telephone number, including area code)



518 17th Street, Suite 1000, Denver, Colorado
80202, 800-508-6149(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



[X] YES [  ] NO



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).



[  ] YES [  ] NO



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions
of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act





|Large accelerated filer | [  ] |                                               | Accelerated filer         | [  ]
|----------------------- | ---- | --------------------------------------------- | ------------------------- | ----
|Non-accelerated filer   | [  ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X] 



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act



[  ] YES [X] NO



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).



[  ] YES [  ] NO



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court.



[  ] YES [  ] NO



APPLICABLE ONLY TO CORPORATE ISSUERS



Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date.

17,268,852 common shares issued and outstanding
as of August 20, 2012




















TABLE OF CONTENTS





|                               |                                                                                                         |    | Page
|------------------------------ | ------------------------------------------------------------------------------------------------------- | -- | ----
|PART I - FINANCIAL INFORMATION |                                                                                                         | 3 
|                               |                                                                                                         |   
|Item 1.                        | Financial Statements.                                                                                   |    | 3   
|                               | Consolidated Balance Sheets As at June 30, 2012 and December 31, 2011 (Unaudited)                       |    | F-1 
|                               | Consolidated Statements of Operations For the periods ending June 30,
    2012 and 2011 (Unaudited)     |    | F-2 
|                               | Consolidated Statements of Stockholders’ Deficit For the six
    months ended June 30, 2011 (Unaudited) |    | F-3 
|                               | Consolidated Statements of Cash Flows For the periods ending June 30,
    2012 and 2011 (Unaudited)     |    | F-4 
|                               | Notes To Interim Consolidated Financial Statements                                                      |    | F-5 
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and
    Results of Operations               |    | 5   
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                              |    | 10  
|Item 4.                        | Controls and Procedures                                                                                 |    | 10  
|                               |                                                                                                         |    |     
|PART II - OTHER INFORMATION    |                                                                                                         | 10
|                               |                                                                                                         |   
|Item 1.                        | Legal Proceedings                                                                                       |    | 10  
|Item 1A.                       | Risk Factors                                                                                            |    | 11  
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                             |    | 11  
|Item 3.                        | Defaults Upon Senior Securities                                                                         |    | 12  
|Item 4.                        | Mine Safety Disclosures                                                                                 |    | 12  
|Item 5.                        | Other Information                                                                                       |    | 12  
|Item 6.                        | Exhibits                                                                                                |    | 12  
|                               |                                                                                                         |    |     
|SIGNATURES                     |                                                                                                         | 13







2







PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.



Our unaudited interim consolidated financial
statements for the three month period ended June 30, 2012 form part of this quarterly report. They are stated in United States
Dollars and are prepared in accordance with United States generally accepted accounting principles.



Interim results are not necessarily indicative
of results for the full fiscal year. The unaudited interim consolidated financial statements start on the next page.





3







Interim Consolidated Financial Statements



Vampt America, Inc.



For the Six Months ended June 30, 2012



(Unaudited)























Consolidated Balance Sheets

As at June 30, 2012 and December 31, 2011

(Unaudited)



|                                                                                                                                                         |  | June 30, 2012 |            |   | December 31, 2011 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                                   |  |               |            |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Current                                                                                                                                                  |  |               |            |   |                   |  
|Cash and cash equivalents                                                                                                                                |  | $             | 45,980     |   |                   | $
|Accounts receivable                                                                                                                                      |  |               | 45,477     |   |                   |  
|Inventories                                                                                                                                              |  |               | 193,047    |   |                   |  
|Prepaid expenses and deposits                                                                                                                            |  |               | 133,500    |   |                   |  
|                                                                                                                                                         |  |               | 418,004    |   |                   |  
|Deferred financing costs                                                                                                                                 |  |               | 33,394     |   |                   |  
|Total Assets                                                                                                                                             |  | $             | 451,398    |   |                   | $
|                                                                                                                                                         |  |               |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                    |  |               |            |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Current                                                                                                                                                  |  |               |            |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                 |  | $             | 397,580    |   |                   | $
|Short term notes payable                                                                                                                                 |  |               | 62,488     |   |                   |  
|Short term convertible notes payable                                                                                                                     |  |               | 423,580    |   |                   |  
|Derivative liability                                                                                                                                     |  |               | 9,381      |   |                   |  
|Due to stockholder                                                                                                                                       |  |               | 656,302    |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Total Current liabilities                                                                                                                                |  |               | 1,549,331  |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Long term convertible notes payable                                                                                                                      |  |               | 348,884    |   |                   |  
|Long term notes payable                                                                                                                                  |  |               | 546,683    |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Total Liabilities                                                                                                                                        |  |               | 2,444,898  |   |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Stockholders’ equity (deficit)                                                                                                                           |  |               |            |   |                   |  
|Capital Stock                                                                                                                                            |  |               |            |   |                   |  
|Authorized: 100,000,000 common share, $0.001 par value Issued and outstanding shares: 24,141,790 and 1, respectively June 30, 2012 and December 31, 2011 |  |               | 24,142     |   |                   |  
|Series A Preferred Stock                                                                                                                                 |  |               |            |   |                   |  
|Authorized: 200,000,000 preferred shares, $0.001 par value Issued and outstanding shares: 100 and 0, respectively June 30, 2012 and December 31, 2011    |  |               | -          |   |                   |  
|Additional paid in capital                                                                                                                               |  |               | 1,709,262  |   |                   |  
|Capital stock subscribed, but unissued                                                                                                                   |  |               | -          |   |                   |  
|Deficit                                                                                                                                                  |  |               | (3,726,904 | ) |                   |  
|Total stockholders’ equity                                                                                                                               |  |               | (1,993,500 | ) |                   |  
|                                                                                                                                                         |  |               |            |   |                   |  
|Total                                                                                                                                                    |  | $             | 451,398    |   |                   | $



The accompanying notes are an integral part
of these unaudited financial statements.





F-1













Consolidated Statements of Operations

For the periods ending June 30

(Unaudited)





|                                                     |  | Three monthsendedJune 30, 2012 |            |   | Three months
endedJune 30, 2011 |   |          | Six months
endedJune 30, 2012 |  |   | Six months
endedJune 30, 2011 |  
|---------------------------------------------------- |  | ------------------------------ | ---------- | - | ------------------------------- | - | -------- | ----------------------------- |  | - | ----------------------------- | -
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Revenue                                              |  | $                              | 37,659     |   |                                 | $ | 177,432  |                               |  | $ | 65,509                        |  
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Cost of goods sold                                   |  |                                | 43,472     |   |                                 |   | 161,059  |                               |  |   | 82,830                        |  
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Gross Profit                                         |  |                                | (5,813     | ) |                                 |   | 16,373   |                               |  |   | (17,321                       | )
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Expenses                                             |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Compensation and benefits                            |  |                                | 253,333    |   |                                 |   | 107,790  |                               |  |   | 417,720                       |  
|General and administrative                           |  |                                | 22,969     |   |                                 |   | 10,962   |                               |  |   | 51,676                        |  
|Product research and development                     |  |                                | —          |   |                                 |   | 1,100    |                               |  |   | —                             |  
|Professional fees                                    |  |                                | 483,569    |   |                                 |   | 23,173   |                               |  |   | 522,379                       |  
|Sales and marketing                                  |  |                                | 127,640    |   |                                 |   | 110,037  |                               |  |   | 185,274                       |  
|Travel                                               |  |                                | 65,789     |   |                                 |   | 31,701   |                               |  |   | 86,443                        |  
|                                                     |  |                                | 953,300    |   |                                 |   | 284,763  |                               |  |   | 1,263,492                     |  
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Other Income (Expense)                               |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Loss on extinguishment of debt                       |  |                                | (457,777   | ) |                                 |   | —        |                               |  |   | (457,777                      | )
|Gain on derivative liability                         |  |                                | 387        |   |                                 |   | —        |                               |  |   | 1,123                         |  
|Interest expense                                     |  |                                | (48,970    | ) |                                 |   | —        |                               |  |   | (82,342                       | )
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Net loss                                             |  |                                | (1,465,473 | ) |                                 |   | (268,390 | )                             |  |   | (1,819,809                    | )
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Basic and diluted loss per common share              |  | $                              | (0.08      | ) |                                 |   | n/a      |                               |  | $ | (0.11                         | )
|                                                     |  |                                |            |   |                                 |   |          |                               |  |   |                               |  
|Weighted average number of common shares outstanding |  |                                | 17,959,673 |   |                                 |   | n/a      |                               |  |   | 16,161,522                    |  



The accompanying notes are an integral part
of these  unaudited financial statements.





F-2











Consolidated Statements of Stockholders’ Deficit

For the six months ended June 30, 2012

(Unaudited)



|                                                             |  | Preferred
    Stock |     |  | Common
    Stock |  |   | Capital stock
    subscribedbut not |  |  | Additional |  |  |        |        |  | Total
    stockholders’ |  
|------------------------------------------------------------ |  | ------------------- | --- |  | ---------------- |  | - | ----------------------------------- |  |  | ---------- |  |  | ------ | ------ |  | ----------------------- | -
|                                                             |  | Shares              |     |  | Amount           |  |   | Shares                              |  |  | Amount     |  |  | issued |        |  | paid-in capital         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Balance, December 31, 2011                                   |  |                     | -   |  |                  |  | - |                                     |  |  | 1          |  |  |        | -      |  |                         | $
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Common stock issued for acquisition of Coronado Corp.        |  |                     | -   |  |                  |  | - |                                     |  |  | 6,718,751  |  |  |        | 6,719  |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Common stock issued for cash                                 |  |                     | -   |  |                  |  | - |                                     |  |  | 17,241,525 |  |  |        | 17,241 |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Preferred stock issued for the acquisition of Coronado Corp. |  |                     | 100 |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Common stock subscribed but not issued                       |  |                     | -   |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Common stock issued for services                             |  |                     | -   |  |                  |  | - |                                     |  |  | 181,513    |  |  |        | 182    |  |                         |  
|Debt discount from warrants issued with debt                 |  |                     | -   |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Loss on extinguishment of debt                               |  |                     | -   |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Stock options issued for services                            |  |                     | -   |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Net loss                                                     |  |                     | -   |  |                  |  | - |                                     |  |  | -          |  |  |        | -      |  |                         |  
|                                                             |  |                     |     |  |                  |  |   |                                     |  |  |            |  |  |        |        |  |                         |  
|Balance, June 30, 2012                                       |  |                     | 100 |  |                  |  | - |                                     |  |  | 24,141,790 |  |  | $      | 24,142 |  |                         |  



The accompanying notes are an
integral part of these unaudited  financial statements.





F-3













Consolidated Statements of Cash Flows

For the periods ending June 30

(Unaudited)



|                                                                                |  | Six months endedJune 30, 2012 |            |   | Six months endedJune 30, 2011 |  
|------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | - | ----------------------------- | -
|                                                                                |  |                               |            |   |                               |  
|Operating Activities                                                            |  |                               |            |   |                               |  
|Net loss                                                                        |  | $                             | (1,819,809 | ) |                               | $
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                               |            |   |                               |  
|Amortization of deferred financing cost                                         |  |                               | 15,677     |   |                               |  
|Gain on derivative liability                                                    |  |                               | (1,123     | ) |                               |  
|Stock option expense                                                            |  |                               | 411,486    |   |                               |  
|Loss on extinguishment of debt                                                  |  |                               | 457,777    |   |                               |  
|Write-down of excess inventory                                                  |  |                               | 14,017     |   |                               |  
|Amortization of debt discount                                                   |  |                               | 17,882     |   |                               |  
|Common stock issued for services                                                |  |                               | 101,647    |   |                               |  
|Changes in operating assets and liabilities:                                    |  |                               |            |   |                               |  
|Accounts receivable                                                             |  |                               | (17,704    | ) |                               |  
|Inventory                                                                       |  |                               | 48,610     |   |                               |  
|Prepaid expenses and deposits                                                   |  |                               | (122,201   | ) |                               |  
|Accounts payable – related party                                                |  |                               | —          |   |                               |  
|Accounts payable and accrued liabilities                                        |  |                               | (167,980   | ) |                               |  
|                                                                                |  |                               |            |   |                               |  
|Net cash used for operating activities                                          |  |                               | (1,061,721 | ) |                               |  
|                                                                                |  |                               |            |   |                               |  
|Investing Activities                                                            |  |                               |            |   |                               |  
|Cash acquired in Coronado acquisition                                           |  |                               | 47,425     |   |                               |  
|Net cash provided by investing activities                                       |  |                               | 47,425     |   |                               |  
|                                                                                |  |                               |            |   |                               |  
|Financing Activities                                                            |  |                               |            |   |                               |  
|Advances from related party                                                     |  |                               | (97,878    | ) |                               |  
|Repayment of notes payable                                                      |  |                               | (107,820   | ) |                               |  
|Proceeds from the issuance of debt                                              |  |                               | 869,016    |   |                               |  
|Payment of financing fees                                                       |  |                               | (49,070    | ) |                               |  
|Proceeds from sale of common stock                                              |  |                               | 432,559    |   |                               |  
|Net cash provided by financing activities                                       |  |                               | 1,046,807  |   |                               |  
|                                                                                |  |                               |            |   |                               |  
|Increase in cash and cash equivalents                                           |  |                               | 32,511     |   |                               |  
|Cash and cash equivalents, beginning of period                                  |  |                               | 13,469     |   |                               |  
|Cash and cash equivalents, end of period                                        |  | $                             | 45,980     |   |                               | $
|                                                                                |  |                               |            |   |                               |  
|Supplementary cash flow information:                                            |  |                               |            |   |                               |  
|Cash paid on interest                                                           |  | $                             | 47,425     |   |                               | $
|Non-cash items:                                                                 |  |                               |            |   |                               |  
|Debt discount on warrants issued with debt                                      |  | $                             | 8,919      |   |                               | $
|Derivative liability                                                            |  | $                             | 10,504     |   |                               | $
|Reclassification of debt to accrued liabilities                                 |  | $                             | 27,158     |   |                               | $
|Common  stock issued for acquisition of Coronado Corp.                          |  | $                             | 26,117     |   |                               | $



The accompanying notes are an integral part
of these  unaudited financial statements.





F-4











|VAMPT AMERICA, INC. | 
|------------------- | 

Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)



1.   basis
of presentation and Nature of operations



Basis of Presentation



The accompanying unaudited interim financial
statements of Vampt America, Inc. (formerly Coronado Corp.) (the “Company”), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission
(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the
Company’s Form 8-K filed with the SEC on May 11, 2012. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results
to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2011 as reported in the Form 8-K have been omitted.



Reverse Merger Transaction



Effective May 7, 2012, the Company entered
into a series of transactions pursuant to which it acquired an operating business Vampt Beverage USA, Corp, (“Vampt”),
by completing a statutory merger under the Nevada Revised Statutes (the “Merger”). The Merger was agreed to under a
plan of merger and merger agreement dated December 8, 2011 among the Company and Vampt. The Merger was effected by converting all
of the issued and outstanding common stock in the capital of Vampt and common share purchase warrants into the equivalent securities
in the Company at a ratio of three-quarters of a Company security for every 1 Vampt security issued and at a price of less than
$0.50 per share, and at a ratio of 1 the Company security for every 1 Vampt security issued at a price of $0.50 or more, and outstanding
as of the effective time of the Merger. A total of 10,568,751 Company common shares and Company warrants to purchase up to an additional
476,250 Company common shares at a price of $0.75 per share until October 15, 2014 were issued, representing 60.4% of the total
common shares of Vampt on a fully diluted basis taking into account the additional subscriptions received by Vampt, but not issued
out of treasury as at June 30, 2012. The warrants issued by the Company are subject to adjustment upon certain events, such as
stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. As a result of the
Merger, Vampt became a controlled majority-owned subsidiary of the Company. Vampt has one wholly-owned subsidiary, Vampt Brewing
Company Limited.



Prior to and after completing the Merger,
Vampt entered into subscription agreements granting subscribers the right to purchase 8,230,363 common shares and 4,073,158 warrants,
options and convertible debt, representing 39.6% of the issued and outstanding securities of Vampt on a fully diluted basis. These
securities had not been converted into securities of the Company as of June 30, 2012.



The Company also created a class of
Series A Preferred Stock (the “Preferred Shares”) pursuant to the Merger. A total of 100 Preferred Shares (100%) were
issued to Ian Toews, the former principal shareholder of Vampt who is now the Chief Executive Officer and a Director of the Company,
under the Merger Agreement. The Preferred Shares carry the right for the holder to appoint two directors to the Company’s
board of directors for a period of 3 years after the effective time of the Merger and the right to receive 10% of the consideration
tendered in the event of any take-over or buy-out of the Company.



Effective June 19, 2012, pursuant to
the Merger the Company changed its name from “Coronado Corp.” to “Vampt America Inc.”



Based on the unaudited balance sheet
of the Company pre-Merger, the net assets at estimated fair market value that were combined in the Merger were as follows:



|Cash                |  | $ | 47,425 | 
|------------------- |  | - | ------ | 
|Current liabilities |  | $ | 21,308 | 
|Net assets acquired |  | $ | 26,117 | 



F-5









|VAMPT AMERICA, INC. | 
|------------------- | 





Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)



2.   Going
Concern



Management has prepared these financial
statements assuming the Company will continue as a going concern, which assumes that the Company will continue its operations for
the foreseeable future and realize its assets and discharge its liabilities in the normal course of business. At June 30, 2012,
the Company had a working capital deficit of $1,131,327, which casts substantial doubt about the ability of the Company to continue
as a going concern.



The Company’s ability to continue
as a going concern is dependent on management’s ability to successfully implement the business plans, including accessing
future funding until it has profitable operations. If the Company is not able to develop a market for its alcoholic beverages,
or if the going concern is otherwise not appropriate in future periods, adjustments to the amounts recorded for, and classification
of, assets and liabilities may be necessary.



Continued operations of the Company
are dependent on the Company’s ability to obtain additional financing and to receive continued financial support from its
creditors and stockholders and to generate future positive earnings and cash flows from operations. Management plans to obtain
additional financing by way of the issuance of common shares and issuance of promissory notes and other debt instruments. However,
there can be no assurance that the financing will be available as necessary, or if the financing is available, that it will be
on terms acceptable to the Company. The outcome of these matters cannot be determined at this time.



The consolidated financial statements
do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis
were not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of
the assets and liabilities, the reported revenue and expenses and the balance sheets classifications used.



3.   SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Principles of Consolidation —
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Vampt and Vampt Brewing
Company Limited (“Vampt Brewing”). All significant intercompany accounts and transactions between the Company and its
subsidiaries have been eliminated in consolidation.



Loss per Share — Basic
loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares
of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except
that the denominator is increased to include the number of additional common shares that would have been outstanding if potential
common shares had been issued and if the additional common shares were dilutive. Basic and diluted earnings per share for the period
ended June 30, 2012 are the same as any incremental common stock equivalent would be anti-dilutive.



Recent Accounting Pronouncements
— We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results
of operations, financial position or cash flow.



Deferred Financing Costs —
Costs incurred to obtain long-term financing are amortized over the terms of the respective debt agreements using the interest
method. In addition, deferred financing costs associated with convertible notes are expensed immediately, upon the conversion of
portions of such notes into Common Stock. Amortization of deferred financing costs included in interest expense was $15,677 and
$0 in the six months ended June 30, 2012 and 2011.





F-6









|VAMPT AMERICA, INC. | 
|------------------- | 





Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)



4.   NOTES PAYABLE



On April 11, 2012, the Company negotiated
a Loan Transfer, Guarantee and Warrant Agreement (the “Loan Agreement”) which amended and modified the terms of the
original agreement entered in August 11, 2011. The following terms were amended:



|· |  | Vampt has replaced Vampt
Beverage Corp. (“Vampt Canada”) as co-debtor with Vampt Brewing
|- |  | ----------------------------------------------------------------------------------------

|· |  | The term of the loan will
be extended to March 31, 2014
|- |  | -------------------------------------------------------

|· |  | The facility will be reduced
to $1,200,000
|- |  | ------------------------------------------

|· |  | Any warrants of Vampt Canada
previously earned by the lenders shall now receive 1,200,000 warrants of the Company exercisable at $0.75 with an expiration date
of March 31, 2014 and 750,000 warrants exercisable at $0.17, with an expiration date of March 31, 2014
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company evaluated the
amended and modified terms under Accounting Standards Codification (“ASC”) 470-60 “Troubled Debt Restructurings”.
Because the lenders did not grant a concession on this outstanding loan, the transaction was not accounted for as troubled debt
restructuring. Consequently, the Company evaluated these transactions under ASC 470-50 “Debtor’s Accounting for a
Modification or Exchange of Debt Instruments” to determine if the modification was substantial. Because the change in the
present value of the future cash flows between the original debt and the amended debt was greater than 10%, the debt modification
was determined to be substantial and accordingly the debt was extinguished. As a result, the Company recorded the incremental
fair value of the warrants granted in the transaction of $457,777 as a loss on debt extinguishment during the six months ended
June 30, 2012. As of June 30, 2012, the Company owed $546,683 under the amended note.



The Company paid legal fees of $34,040
to facilitate this transaction. The amount has been capitalized as a deferred financing cost and $3,952 has been amortized into
interest expense as of June 30, 2012.



During the quarter ended June 30, 2012,
the Company received advances of $129,131 from a related party that bear interest at 12%, are unsecured and due on demand. $68,503
was repaid on these advances during the same quarter.



5.   CONVERTIBLE DEBT



In January 2012, the Company issued
$29,295 of preferred return convertible certificates that are convertible into common stock at $0.50 on demand. The units are redeemable
18 months after issuance at twice the original face value, less previous payments made to the date of redemption. Each certificate
holder received common share purchase warrants at a rate of one warrant for every $10 of convertible certificates purchased. Each
warrant issued has a 3-year term and is exercisable at $0.50. The conversion option embedded in the certificate and the warrants
both contain reset provisions that allow for a reduction in the conversion price or exercise price based on a future issuance of
debt or warrants. The Company determined that these provisions that protect holders from declines in the Company’s stock
price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant based
on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40–15 result in these instruments not being indexed to the Company’s own stock. On the issuance date of the instruments,
the fair value of these instruments was determined to be approximately $10,504, which was recorded as a derivative liability.



As a result of the redemption provision,
conversion option and warrants described above, a total discount of $39,799 was recognized for this note during the six months
ended June 30, 2012.



In March 2012, the Company received
$380,590 as a convertible debenture (the “Debenture”) bearing 9% interest per annum due February 28, 2013. The Debenture
is convertible as to principal and interest at any time at the holder’s election into share units (“Share Units”)
(composed of a common share and a half warrant) at a price of $0.75 per Share Unit. The warrant is an eighteen-month warrant (from
the debenture issue date) permitting the purchase of another common share at a price of $0.75 per share employing two half warrants.





F-7











|VAMPT AMERICA, INC. | 
|------------------- | 

Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)









5.   CONVERTIBLE DEBT (continued)



In June 2012, the Company received $330,000
as convertible debentures (the “Debentures”) bearing 9% interest per annum due October 1, 2013. The Debentures are
convertible as to principal and interest at any time at the holder’s election into common stock of the Company at a price
of $0.80 per share. Each debenture holder received a warrant representing one half warrant for every $0.80 of debenture subscribed
to and allows the holder to purchase a common share of the Company at a price of $1.00 per each two half warrants. The warrants
expire January 1, 2014. As at June 30, 2012, there was a total of $330,000 debentures subscribed to and issued and 412,500 half
warrants issued.



The Company evaluated the embedded conversion
features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined the embedded conversion
feature should be classified in equity. Additionally, the instruments were evaluated under ASC 470-20 “Debt with Conversion
and Other Options” for consideration of any beneficial conversion feature. The Company determined the instruments had no
intrinsic value and therefore no discount was recorded for a beneficial conversion feature.



The Company recognized a debt discount
of $8,919 for the relative fair value of the warrants granted in the transaction.



6.   DERIVATIVE LIABILITIES



As described in Note 5, the Company
has issued a convertible preferred certificate and warrants with certain reset provisions. The Company accounted for these reset
provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability
at the grant date and to record changes in fair value relating to the conversion option liability and warrants in the statement
of operations as of each subsequent balance sheet date. The initial value of these liabilities was $10,504. They were re-measured
at June 30, 2012 and a gain of $1,123 was recognized for the quarter ended June 30, 2012.



7.   FAIR VALUE



The Company measures fair value in accordance
with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:



| | Level 1 | Unadjusted quoted prices in active markets that are accessible at
        the measurement date for identical, unrestricted assets or liabilities;                                 
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 2 | Quoted prices in markets that are not active, or inputs that are
        observable, either directly or indirectly, for substantially the full term of the asset or liability; and
| | Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).          



F-8









|VAMPT AMERICA, INC. | 
|------------------- | 





Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)





7. FAIR VALUE (continued)



The following is a reconciliation of the
conversion option liability and detachable warrant liability for which Level 3 inputs were used in determining fair value:



|Beginning balance January 1, 2012                                                                              |  | $ | 0      |  
|-------------------------------------------------------------------------------------------------------------- |  | - | ------ | -
|                                                                                                               |  |   |        |  
|Initial recognition of debt derivative from issuance of January 3, 2012, $29,295 convertible note and warrants |  |   | 10,504 |  
|                                                                                                               |  |   |        |  
|Mark to market of debt derivative                                                                              |  |   | (1,123 | )
|                                                                                                               |  |   |        |  
|Derivative as of June 30, 2012                                                                                 |  | $ | 9,381  |  



The
Company’s conversion option and warrant liabilities are valued using pricing models and the Company generally uses similar
models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market
prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads,
measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets,
and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically
classified within Level 3 of the fair value hierarchy. The Company determined a fair value for this convertible note using the
Black Scholes Option Pricing. Significant assumptions used in the valuation include the following:



Dividend
yield: 0%

Expected volatility of 55.42% to 63.71%

Risk
free rate: 0.21% to 0.27%

Expected
term: 1.0 to 1.5 years.



8.   CAPITAL STOCK



During Q1 and Q2, the Company issued
181,513 common shares to certain members of management as a form of compensation to satisfy the services they are performing for
the Company. The Company determined the fair value of these shares to be $101,647 based on sales of common shares to third parties
during the same period and recorded this as stock based compensation during the six months ended June 30, 2012.



During Q1 and Q2, 2012,, the Company issued
17,241,525 shares for cash at prices ranging from $0.0001 to $0.75 per share for total proceeds of $432,559.



On April 30, 2012, the Company engaged
a consultant for the purpose of providing advisory services regarding marketing and strategic issues to and on behalf of the Company,
on a non-exclusive, non-full time basis. As compensation for those services, the consultant will receive 3,500,000 stock options
(the “Options”) of Vampt. The Options are exercisable at $0.50 per share and expire April 30, 2019. The Options vest
as follows:



|· |  | 40% of the Options will vest
and become exercisable 90 days from the date of the agreement;
|- |  | -------------------------------------------------------------------------------------------

|· |  | An additional 20% of the
Options will vest on the first anniversary of the agreement;
|- |  | -------------------------------------------------------------------------------------

|· |  | An additional 20% of the
Options will vest on the second anniversary of the agreement;
|- |  | --------------------------------------------------------------------------------------

|· |  | The final 20% of the Options
will vest on the third anniversary of the agreement.
|- |  | ---------------------------------------------------------------------------------





F-9











|VAMPT AMERICA, INC. | 
|------------------- | 





Notes
To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)





8.   CAPITAL STOCK (continued)



The options were valued using the Black-Scholes-pricing
model. Significant assumptions used in the valuation include the following:



Expected
term: 6.8 years

Expected
volatility: 63.55%

Risk
free interest rate: 1.11%

Expected dividend yield 0%



The grant date fair value of the options
were determined to be $1,237,966. During the period ended June 30, 2012, stock compensation expense related to the options totaled
$411,486.



9.   RELATED PARTY TRANSACTIONS



During the six months ended June 30,
2012, the Company repaid advances in the amount $97,878 to Vampt Canada, a stockholder. The remaining amount due of $656,302 is
unsecured, bears no interest and is repayable based on the terms and conditions agreed to in the Technology Transfer Agreement,
as described in the December 31, 2011 audited financial statements as contained in the Company’s previously filed Form 8-K.



During the six months ended
June 30, 2012, the Company sold 6,992,500 shares for cash at $.0001/share to related parties.



During the six months ended
June 30, 2012, the Company issued 56,419 shares for services to related parties.



During the six months ended
June 30, 2012, the Company paid $19,697 of finder’s fees related to equity or debt financing to related parties.



10.   Subsequent
events



During July 2012, the Company issued
a further $100,000 in convertible debentures with the same terms and conditions as the Debentures described above in Note 5.





F-10







Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations



Forward-Looking Statements



This quarterly report contains forward-looking
statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the
negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or
our industry’s actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.



Our financial statements are stated in United
States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.



In this quarterly report, unless otherwise
specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to
the common shares in our capital stock.



As used in this current report and unless otherwise
indicated, the terms “we”, “us”, “our” and “our company” mean Vampt America, Inc.
and its subsidiaries, unless otherwise indicated.



General Overview



We were incorporated in the State of Nevada
on January 9, 2006 under the name “Coronado Corp.” and recently changed our name to “Vampt America, Inc.”
following completion of a merger and acquisition of an operating business as further described below. Our principal place of business
and corporate offices are located at 2212 Queen Anne Avenue, Suite 1000, Denver Colorado, and our telephone number is 1-800-508-6149.
Our fiscal year end is December 31st. Our authorized capital consists of 100,000,000 shares of common stock, par value $0.001 per
share and 100 Preferred Shares, which are our newly created Series A Preferred Stock having a par value of $0.001 per share.



On May 7, 2012, we entered into a series of
transactions pursuant to which to which we acquired an operating business by completing a merger of our wholly-owned subsidiary,
VB Acquisition Corp. and Vampt Beverage USA Corp. (“Vampt USA”), a Nevada corporation, in accordance with the Nevada
Revised Statutes. The merger was agreed to in a previously announced Merger Agreement entered into on December 8, 2011 by Coronado,
Vampt and VB Acquisition, and was completed by converting 60.4% of the issued and outstanding common stock in the capital of Vampt
and common share purchase warrants into the equivalent securities of Coronado at a ratio of three-quarters of a Coronado security
for every 1 Vampt security issued at a price of less than $0.50 per share, and at a ratio of 1 Coronado security for every 1 Vampt
security issued at a price of $0.50 or more, and outstanding as of the effective time of the Merger, for a total issuance of 10,568,751
Coronado Shares and Coronado Warrants to purchase up to an additional 476,250 Coronado Shares at a price of $0.75 per share until
October 15, 2014, subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications,
mergers or other corporate changes. As a result of the merger, Vampt has become a controlled majority-owned subsidiary of Coronado.
Vampt has one wholly-owned subsidiary, Vampt Brewing Company Limited.



Prior to completing the merger, our company
was exploring other opportunities to acquire an operating business, primarily in the resource industry. Further details may be
found in our Form 10-Q for the period ended March 31, 2012 filed with the SEC on May 14, 2012.





5







Employees



We currently have 2 employees, including our
officers and directors, and 11 contractors. We have contracted production of the Vampt product to a third party multi-national
production service provider for start-up beverage companies and as such we employ a limited number of full-time staff.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.



Critical Accounting Policies



Principles of Consolidation



Our consolidated financial statements include
our accounts and the accounts of our controlled majority-owned subsidiary, Vampt USA, and its wholly-owned subsidiary Vampt Brewing
Company Limited. All significant intercompany accounts and transactions between our company and subsidiaries have been eliminated
in consolidation.



Loss per Share



Basic loss per share is computed by dividing
the net loss attributable to our common stockholders by the weighted average number of shares of common stock outstanding during
the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding if potential common shares had been issued and
if the additional common shares were dilutive. Basic and diluted earnings per share for the period ended June 30, 2012 are the
same as any incremental common stock equivalent would be anti-dilutive.



Deferred Financing Costs



Costs incurred to obtain long-term financing
are amortized over the terms of the respective debt agreements using the interest method. In addition, deferred financing costs
associated with convertible notes are expensed immediately, upon the conversion of portions of such notes into Common Stock. Amortization
of deferred financing costs included in interest expense was $15,677 and $0 in the six months ended June 30, 2012 and 2011.



Going Concern



Our financial statements have been prepared
on a going concern basis, which implies we will continue to realize our assets and discharge our liabilities in the normal course
of business. As at June 30, 2012, we had a working capital deficiency of $1,131,327 including inventories, and of $1,324,374 excluding
inventories. Our accumulated deficit was $3,726,904. Our continuation as a going concern is dependent upon the ability to generate
sales for our products and the attainment of profitable operations, or failing that, continued financial support from our shareholders
and the ability to obtain necessary equity or debt financing to continue operations. For the three months ended June 30, 2012,
we generated revenues of $37,659, as compared to $177,432 for the same period in 2011. For the six months ended June 30, 2012,
we generated revenues of $65,509, as compared to $384,457 for the same period in 2011. These factors raise substantial doubt regarding
our ability to continue as a going concern.



Our financial statements for the quarter ended
June 30, 2012 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should we be unable to continue as a going concern.





6







Results of Operations – Three Months Ended June 30,
2012 and Three Months Ended June 30, 2011



The following summary of our results of operations
should be read in conjunction with our financial statements for the quarter ended June 30, 2012, which are included herein.



Our operating results for the three months
ended June 30, 2012 and June 30, 2011 and the changes between those periods for

the respective items are summarized as follows:



|                               |  |              |            |   |              |   |          | Change Between     | 
|------------------------------ |  | ------------ | ---------- | - | ------------ | - | -------- | ------------------ | 
|                               |  | Three Months |            |   | Three Months |   |          | Three Month Period | 
|                               |  | Ended        |            |   | Ended        |   |          | Ended              | 
|                               |  | June 30,     |            |   | June 30,     |   |          | June 30, 2012 and  | 
|                               |  | 2012         |            |   | 2011         |   |          | June 30, 2011      | 
|Revenue                        |  | $            | 37,659     |   |              | $ | 177,432  |                    | 
|Cost of Goods Sold             |  |              | 43,472     |   |              |   | 161,059  |                    | 
|Expenses                       |  |              |            |   |              |   |          |                    | 
|Compensation and Benefits      |  |              | 253,333    |   |              |   | 107,790  |                    | 
|General and Administrative     |  |              | 22,969     |   |              |   | 10,962   |                    | 
|Interest expense               |  |              | 48,970     |   |              |   | -        |                    | 
|Professional Fees              |  |              | 483,569    |   |              |   | 23,173   |                    | 
|Sales, Marketing and Travel    |  |              | 193,429    |   |              |   | 141,738  |                    | 
|Loss on extinguishment of debt |  |              | 457,777    |   |              |   | -        |                    | 
|Gain on derivative liability   |  |              | (387       | ) |              |   | -        |                    | 
|Other Expenses                 |  |              | -          |   |              |   | 1,100    |                    | 
|Net Loss                       |  | $            | (1,465,473 | ) |              | $ | (268,390 | )                  | 



Our deficit increased to $3,726,904
as of June 30, 2012, and we sustained a net loss of $1,465,473 as compared for the three months ended June 30, 2012. This compares
to a net loss of $268,390 for the same period in 2011. Our losses have increase primarily as a result of expenses relating to stock
based compensation of $411,486, losses on extinguishment of debt of $457,777 and a reduction in revenues from the sale of our single
malt beverage product “VAMPT”. In the prior period, revenues were associated with the initial launch of our product
in the Western United States. Initial orders to supply the distribution chain are usually large and then are followed up with smaller
orders as inventories deplete. In the current period we did not launch any new markets and thus our comparative revenue figures
are significantly lower. Our compensation and benefits also increased from $107,790 for the three months ended June 30, 2011 to
$253,333 for the three months ended June 30, 2012 as a result of our acquisition of Vampt USA and retention of its management team
following completion of the merger. We also incurred higher professional fees of $483,569 for the three months ended June 30, 2012
as compared to $23,173 for the same period in 2011. The increase in professional fees is primarily attributable to the stock based
compensation provided to a marketing consultant and due to legal, accounting and audit fees in connection with the merger.



Our total liabilities as of June 30, 2012 were
$2,444,898 as compared to total liabilities of $1,920,413 as of December 31, 2011. The increase was due to the amount of convertible
debt we raised for working capital purposes during the current period.



Results of Operations – Six Months Ended June 30, 2012
and Six Months Ended June 30, 2011



The following summary of our results of operations
should be read in conjunction with our financial statements for the quarter ended June 30, 2012, which are included herein.



Our operating results for the six months ended
June 30, 2012 and June 30, 2011 and the changes between those periods for the respective items are summarized as follows:



|                                    |  |            |            |   |            |   |          | Change Between    | 
|----------------------------------- |  | ---------- | ---------- | - | ---------- | - | -------- | ----------------- | 
|                                    |  | Six Months |            |   | Six Months |   |          | Six Month Period  | 
|                                    |  | Ended      |            |   | Ended      |   |          | Ended             | 
|                                    |  | June 30,   |            |   | June 30,   |   |          | June 30, 2012 and | 
|                                    |  | 2012       |            |   | 2011       |   |          | June 30, 2011     | 
|Revenue                             |  | $          | 65,509     |   |            | $ | 384,457  |                   | 
|Cost of Goods Sold                  |  |            | 68,813     |   |            |   | 357,760  |                   | 
|Inventory Write-down and adjustment |  |            | 14,017     |   |            |   | -        |                   | 
|Expenses                            |  |            |            |   |            |   |          |                   | 
|Compensation and Benefits           |  |            | 417,720    |   |            |   | 211,603  |                   | 
|General and Administrative          |  |            | 51,676     |   |            |   | 15,980   |                   | 
|Interest expense                    |  |            | 82,342     |   |            |   | -        |                   | 
|Professional Fees                   |  |            | 522,379    |   |            |   | 47,008   |                   | 
|Sales, Marketing and Travel         |  |            | 271,717    |   |            |   | 185,289  |                   | 
|Loss on extinguishment of debt      |  |            | 457,777    |   |            |   | -        |                   | 
|Gain on derivative liability        |  |            | (1,123     | ) |            |   | -        |                   | 
|Other Expenses                      |  |            | -          |   |            |   | 1,340    |                   | 
|Net Loss                            |  | $          | (1,819,809 | ) |            | $ | (434,523 | )                 | 





7







We sustained a net loss of $1,819,809
for the six months ended June 30, 2012, as compared to a net loss of $434,523 for the same period in 2011. Our net losses have
increase primarily as a result of expenses relating to the stock based compensation of $411,486, losses on extinguishment of debt
of $457,777 and a reduction in revenues from the sale of our single malt beverage product “VAMPT”. As previously stated,
in the prior period, revenues were associated with the initial launch of our product in the Western United States. Initial orders
to supply the distribution chain are usually large and then are followed up with smaller orders as inventories deplete. In the
current period, we did not launch the product in any new markets and thus our comparative revenue figures are significantly lower.



Our compensation and benefits also increased
from $211,603 for the six months ended June 30, 2011 to $417,720 for the six months ended June 30, 2012 as a result of our acquisition
of Vampt USA, and retention of its management team following completion of the merger. We also incurred higher professional fees
of $522,379 for the six months ended June 30, 2012 as compared to $47,008 for the same period in 2011. The increase in professional
fees is primarily attributable to the stock based compensation provided to a marketing consultant and due to legal, accounting
and audit fees in connection with the merger.



Liquidity and Financial Condition



As of June 30, 2012, we had cash and cash equivalents
of $45,980, as compared to $13,468 as of December 31, 2011. Our inventories as provided on our balance sheet totaled $193,047 as
of June 30, 2012, compared to $255,674 as of December 31, 2011.



Working Capital Deficiency



|                           |  | June 30, 2012 |            |   | December
31, 2011 | 
|-------------------------- |  | ------------- | ---------- | - | ----------------- | 
|Current assets             |  | $             | 418,004    |   |                   | 
|Current liabilities        |  |               | (1,549,331 | ) |                   | 
|Working capital deficiency |  | $             | (1,131,327 | ) |                   | 



Cash Flows



|                                            |  | June 30, 2012 |            |   | June 30, 2011 | 
|------------------------------------------- |  | ------------- | ---------- | - | ------------- | 
|Cash flows used in operating activities     |  | $             | (1,061,721 | ) |               | 
|Cash flows provided by investing activities |  |               | 47,425     |   |               | 
|Cash flows provided by financing activities |  |               | 1,046,807  |   |               | 
|Net increase in cash during period          |  | $             | 32,511     |   |               | 



Operating Activities



We used net cash for operating activities of
$1,061,721 during the six months ended June 30, 2012 compared to $1 used during the six months ended June 30, 2011. The increase
in use of cash in operating activities of $1,061,721 is attributable to our acquisition of the operating business of Vampt USA
through a merger that was completed on May 7, 2012. Vampt USA hired senior management to run the operations where in the prior
period, only the sales team was employed by the company. Vampt USA is our controlled majority-owned subsidiary in which we hold
a 60.4% ownership interest.





8







Investing Activities



We generated net cash from investing activities
of $47,425 during the six months ended June 30, 2012, all attributable to cash acquired in our acquisition of Vampt USA. No cash
flows were generated from investing activities during the six months ended June 30, 2011.



Financing Activities



We generated net cash from financing activities
of $1,046,807 during the six months ended June 2012. This consisted of $739,885 from the issuance of convertible debt, $129,131
from the issuance of other short term debt and $432,559 from the issuance of common shares, which was offset by $28,317 in repayments
of promissory notes payable, $79,503 in repayments of short term debt, $49,070 in payment of financing fees and net $97,878 in
repayments of stockholder advances. Further details concerning our financing activities follow:



| | ● | Convertible Debt (Proceeds of $29,295)
– During the six months ended June 30, 2012, we issued preferred return convertible certificates that are convertible into
common stock at a price of $0.50 per share on demand. The units are redeemable 18 months after issuance at twice the original face
value, less previous payments made to the date of redemption. Each convertible debt certificate holder received common share purchase
warrants at a rate of one warrant for every $10 of convertible certificates purchased. Each warrant has a 3-year exercise term
and is exercisable at $0.50 per share.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | ● | Convertible Debt (Proceeds of $380,590)
– During the six months ended June 30, 2012, we issued convertible debentures bearing 9% interest per annum due February
28, 2013. The Debenture is convertible as to principal and interest at any time at the holder’s election into share units
(“Share Units”) at a price of $0.75 per Share Unit. Each Share Unit is comprised of one common share one-half of a
warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $0.75 for a period of 18
months from the debenture issue date.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | ● | Convertible Debt (Proceeds of $330,000)
– During the six months ended June 30, 2012, we issued convertible debentures bearing 9% interest per annum due October 1,
2013. The debentures are convertible as to principal and interest at any time at the holder’s election into common stock
of the Company at a price of $0.80 per share. Each debenture holder received one-half of a share purchase warrant for every $0.80
of debenture subscribed to, and each whole warrant allows the holder to purchase an additional common share at a price of $1.00
until January 1, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | ● | Short Term Loan (Proceeds of $129,131
and repayments of $79,503) – The promissory notes are payable by us by an accredited lender who is a related party. Interest
is payable monthly in arrears at a rate of 1% per month on advances. Repayment is due on or before December 31, 2012 or on demand
by the lender. As of June 30, 2012 we made repayments of $79,503 on the notes.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                    

| | ● | Issued Common Stock (Proceeds of $432,559)
– We issued an aggregate of 22,297,030 common shares at prices ranging from $0.0001 to $0.75.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         

| | ● | Promissory Notes (Repayments of $28,317)
– We repaid an aggregate of $28,317 in principal to note holders who are a group of accredited lenders, one of whom is acting
as agent, who made available to our subsidiary Vampt USA, under an agency and interlending revolving agreement, up to $1,200,000.
Interest is payable monthly in arrears at a rate of 4% per annum on advances from the lenders to the agent, and 12% per annum on
advances from the agent to us. Repayment is due on or before March 31, 2014. There are 750,000 warrants issued that are exercisable
at $0.17 per share and 1,200,000 warrants issued that are exercisable at $0.75 per share. The warrants will expire on March 31,
2014.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | ● | Stockholder Advances (Repayment of
$97,878) – We repaid a net amount of $97,878 to Vampt Canada pursuant to past stockholder advances totaling $754,016
received from Vampt Canada. Such advances are unsecured, bear no interest and are to be repaid at a minimum of 10% before tax profit
of Vampt USA, calculated on an annual basis.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                          

| | ● | Financing Fees (Payments of $49,070)
– We paid $49,070 in financing fees with respect to the completion of the renegotiation of the terms of the long term notes
payable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9









We expect that our total expenses will increase
over the next year as we increase our business operations. We anticipate generating revenues of $740,000 over the next year. However,
we anticipate that we will require additional capital to fund our expansion plans in order to support the operations and marketing
plan for the company. Our plan of operations for the next 12 months is to raise additional equity financing of up to $3,500,000
by issuing shares at a price of approximately $0.50 to $1.00 per share, depending on market conditions. Provided we are able to
raise $3,500,000 in equity financing, we plan to allocate the funds approximately as follows: $446,000 to increase our marketing
and advertising budget; $1,713,000 on operations and to increase our inventory; $25,000 to invest in acquiring capital assets;
and the remaining $1,316,000 for financing costs and general working capital purposes.



There can be no assurance that we will obtain
any additional financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, our
business may fail. An investment in our securities involves significant risks and you could lose your entire investment.



Item 3. Quantitative and Qualitative Disclosures About Market
Risk.



Not applicable.



Item 4. Controls and Procedures.



Disclosure Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including
our president (who is acting as our principal executive officer, principal financial officer and principal accounting officer)
to allow for timely decisions regarding required disclosure.



As the end of the quarter covered by this report,
we carried out an evaluation, under the supervision of our Chief Financial Officer and with the participation of our Chief Executive
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our
Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures were not effective as of
the end of the period covered by this quarterly report in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting
principles due to the company’s relatively small finance department, although every transaction does require dual approval
and sign-off by a senior officer of the company.



Changes in Internal Control over Financial Reporting



There have been no changes in our internal
controls over financial reporting that occurred during our quarter ended June 30, 2012 that have materially or are reasonably likely
to materially affect, our internal controls over financial reporting.



PART II



OTHER INFORMATION



Item 1. Legal Proceedings



We know of no material, existing or pending
legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our company.





10







Item 1A. Risk Factors



Not applicable.



Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds



We completed the following sale of unregistered
securities:



| | ● | In January 2012, we issued $29,295 in
preferred return convertible certificates that are convertible into common stock at a price of $0.50 per share on demand. The units
are redeemable 18 months after issuance at twice the original face value, less previous payments made to the date of redemption.
Each convertible debt certificate holder received common share purchase warrants at a rate of one warrant for every $10 of convertible
certificates purchased. Each warrant has a 3-year exercise term and is exercisable at $0.50 per share for a total of 3,000 warrants
issued by us. These securities were issued to one non-U.S. personpursuant to the exemption in Regulation S of the U.S.
Securities Act of 1933. Reliance upon this exemption was based on the fact that the sales of the securities were completed in an
“offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling
efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was
not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | ● | In March 2012, we issued $385,590 convertible
debentures bearing interest at a rate of 9% per annum and due on March 1, 2013. The debentures are convertible as to principal
and interest at any time at the holder’s election into share units (“Share Units”) (composed of a common share
and a half warrant) at a price of $0.75 per Share Unit. The warrant is an eighteen-month warrant (from the debenture issue date)
permitting the purchase of another common share at a price of $0.75 per share employing two half warrants, for a total of 192,500
warrants issued by us. These securities were issued to 4 non-U.S. personspursuant to the exemption in Regulation S of the
U.S. Securities Act of 1933. Reliance upon this exemption was based upon the fact that the sales of the securities were completed
in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling
efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was
not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| | ● | In June 2012, we issued $330,000 in convertible
debentures. The convertible debentures bear interest at a rate of 9% per annum and are due on October 1, 2013 and December 1, 2013.
The debentures are convertible as to principal and interest at any time at the holder’s election into common shares in our
capital at a price of $0.80 per share. Each debenture holder also received one-half warrant for every $0.80 of debentures subscribed
to, for a total of 237,500 warrants issued by us. These securities were issued to 1 U.S. person pursuant to the exemption in Section
4(2) of the U.S. Securities Act and to 2 non-U.S. persons pursuant to the exemption in Regulation S of the U.S. Securities Act
of 1933. Reliance upon the exemption in Section 4(2) of the U.S. Securities Act is based upon a certificate provided by the subscriber
declaring that the Subscriber meets the definition of an “Accredited Investor” as such term is defined in Regulation
D promulgated under the U.S. Securities Act. Furthermore, the offering was not a “public offering” as defined in Section
4(2) due to the number of persons involved in the deal, the size of the offering, the manner of the offering and the number of
securities offered. We did not undertake an offering in which we sold a high number of shares to a significant number of investors.
The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used,
no commission or other remuneration was paid in connection with these transactions, and no underwriter participated in the offering.
Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided
in Section 4(2) of the Securities Act for transactions not involving any public offering.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | ● | In July 2012, we issued $100,000 in convertible
debentures on the same terms as those issued in June 2012, except that the due date is March 1, 2013. Such convertible debentures
were issued to one non-U.S. person in an offshore transaction in reliance upon the exemption in Regulation Sof the U.S.
Securities Act of 1933. Reliance upon this exemption was based on the fact that the sales of the securities were completed in an
“offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling
efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was
not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





11







Item 3. Defaults Upon Senior Securities



None.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



None.



Item 6. Exhibits



|Exhibit |  |                                                                                                                                  
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                      
|        |  |                                                                                                                                  
|(3)     |  | (i) Articles of Incorporation; and (ii)
    Bylaws                                                                               
|        |  |                                                                                                                                  
|3.1     |  | Articles of Merger                                                                                                               
|        |  |                                                                                                                                  
|3.2     |  | Certificate and Designation for Series A Preferred Stock                                                                         
|        |  |                                                                                                                                  
|3.3     |  | Articles
of Incorporation                                                                                                        
|        |  |                                                                                                                                  
|3.4     |  | Bylaws (incorporated by reference from our Registration Statement on
    Form SB-2 filed on June 15, 2006)                       
|        |  |                                                                                                                                  
|3.5     |  | Certificate of Amendment (incorporated by reference from our Current
    Report on Form 8-K filed on June 28, 2010)              
|        |  |                                                                                                                                  
|(14)    |  | Code of Ethics                                                                                                                   
|        |  |                                                                                                                                  
|14.1    |  | Code of Business Conduct and Ethics (incorporated by reference from our
    Annual Report on Form 10-KSB filed on June 29, 2007).
|        |  |                                                                                                                                  
|(31)    |  | Rule 13a-14(a)/15d-14(a) Certifications                                                                                          
|        |  |                                                                                                                                  
|31.1    |  | Section 302 CEO Certification under Sarbanes-Oxley Act of 2002                                                                   
|        |  |                                                                                                                                  
|31.2    |  | Section 302 CFO Certification under Sarbanes-Oxley Act of 2002                                                                   
|        |  |                                                                                                                                  
|(32)    |  | Section 1350 Certifications                                                                                                      
|        |  |                                                                                                                                  
|32.1    |  | Section 906 CEO Certification under Sarbanes-Oxley Act of 2002                                                                   
|        |  |                                                                                                                                  
|32.2    |  | Section 906 CFO Certification under Sarbanes-Oxley Act of 2002                                                                   
|        |  |                                                                                                                                  
|101*    |  | Interactive Data File (Form 10-Q for the
    quarterly period ended June 30, 2012 furnished in XBRL).                            
|        |  |                                                                                                                                  
|101.INS |  | XBRL Instance Document                                                                                                           
|101.SCH |  | XBRL Taxonomy Extension Schema Document                                                                                          
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                            
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                             
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                  
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                           



|* | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12









SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       | VAMPT
    AMERICA, INC.                                   
|---------------------- | ----------------------------------------------------------
|                       | (Registrant)                                              
|                       |                                                           
|Dated: August 20, 2012 | /s/ Ian Toews                                             
|                       | Ian Toews                                                 
|                       | Chief Executive Officer, Secretary, Treasurer and Director
|                       |                                                           
|Dated: August 20, 2012 | /s/ Darren Battersby                                      
|                       | Darren Battersby                                          
|                       | Chief Financial Officer                                   
|                       | (Principle Accounting Officer)                            



13