emperial americas business plan 2012

We Create Brands People Talk About

Business Plan 2012

Sarasota Courthouse Center, 1990 Main Street, Suite 150Sarasota, Florida 34236

941.309.5408 ofc | 941.309.5201 fax | emperialamericas.com

OTCBB.TEXX

2We Create Brands People Talk About 2


The reader upon receipt of this document acknowledgesthat the information provided herein is CONFIDENTIAL.

The reader agrees not to disclose any informationcontained in this document without the express written

permission of Emperial Americas, Inc.

It is acknowledged by the reader that information to be furnished in this marketing plan is in all respects

confidential in nature, other than information whichis in the public domain through other means and that

any disclosure or use by same reader, may cause serious harm to Emperial Americas, Inc and its brand, associates

and/or shareholders.

Upon request this document is to be returned immediatelyto Emperial Americas, Inc.

This confidentiality agreement is in effect for a period of 3years beginning on the date of receipt by the reader.


PRESS ACCOLADES FOR TEQUILA DISTINGUIDO

Distinguidos Blanco proves sophisticated and intriguing, with caramel, chocolate, and lingering lemon/lime character in the body, all laced with a moderate amount of agave character. Blancos rarely have this much nu-ance in them, but Distinguido is impressively complex.

- Drinkhacker.com

A wonderful tequila, lots of agave and a sweet nish that we all enjoyed.- Bob Bennet, Tequila Gringo

Really enjoyed the Tequila! Impressed

- Virginia Miller, San Francisco Bay Guardian

The pale yellow Tequila Distinguido feels light on the tongue, with a sweet-ness that turns spicy fast.

- Playboy.com

This Tequila is so great, it has to be on The View! Im calling Whoopi now.

- Phil Lempert, Supermarket Guru

VERY IMPRESSIVE!

- Miguel Morales, Tequila Acianado

6We Create Brands People Talk About

Table of Contents

Overview of the Organization

Organizational Objectives

History

Founders and Management Team

Distinguished Team

Brief Resumes

The Offer

The Products

Production

Producer Information

Producer Agreement

The Future

Strategic Partnerships

Current Key Partnerships

Macro Environment Analysis

Competitor Analysis

Customer Profile

Distinguished Marketing Goals

Marketing Strategies

Organizational Plan

Financial Plan

Appendix A

Appendix B

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7We Create Brands People Talk About

Emperial Americas

Sarasota Courthouse Center1990 Main Street, Suite 150

Sarasota,Florida 34236

941 309 5408 OFC941 309 3201 FAX

www.emperialamericas.com

OTCBB.TEXX


Overview Of The Organization

Commencement and OperationsEmperial Americas, Inc. was rst incorporated on December 4, 2008 in Houston, TX, Since its commencement Emperial Americas has converted into a Florida corporation by ling the certicate of domestication. As a brand owner of self developed and existing alcoholic beverages, it also imports, markets and sells beverages throughout its designated markets in the U.S. with a particular emphasis on Texas, Illinois and Florida. The company owns its brands or trademarks registrations with the United States Patent and Trademark Ofce (PTO) as a design and logo as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. and globally except for Mexico.

Mission StatementEmperial Americas, Inc. challenges benchmarks in the wine and spirits industry. Will become a leading purveyor of an innovative collection of wine and spirits brands. We create the brands people talk about. We will capitalize on the $400 billion alcoholic beverage industry that is on target for strong growth for years to come: primarily in the premium catergory that has shown more than 10 consecutives years of positive growth. We will capitalize on a market that is virtually resilient proof.

Vision StatementEmperial Americas will establish itself as one of the fastest growing alcohol brand developers of in the industry. The value of each portrait brand within Emperial Americas will be well established by historical per case acquisition precedents. The company is sharply focused on shareholder value. Our business plan speaks powerfully about driving growth and creating shareholder value. We will deliver Brands people talk about as we deliver superior results for consumers and shareholders. Through our diverse professional skills and clarity of purpose and valuesour objective is to reach an IPO (or Trade Sale) by 2015 to enable Emperial Americas and its brands nationally recognition, brand value, and prominence. We envision the growth of our brands to expand into International markets upon gaining critical mass in domestic markets. ***To best summarize EA visions is that Emperial Americas will always have controls to support inventory management, nancial Management and value-added services as well as process oriented controls in place to plan and organize, acquire and implement, deliver and support, monitor and evaluate key activities and major deliverables.


Organizational Objectives

Finalize national distribution commitment in our 10 Distinguished markets after the rst 6 are protable with monthly returns.

Launch additional brands by end of Year 3. Achieve recurring gross prots of a minimum $10 million by Year 5. Research and establish other brands to add to the existing portfolio by Year 3, ready to

market by year 6.

Organizational Values

Transparency in all dealings with key shareholders Commitment to customers Collaborative approach to new products

Major Milestones

Emperial Americas has achieved the following milestones to date: Acquired signicant market share for premium tequila in Texas, Illinois and Florida Currently selling in Texas, Illinois, Mississippi, Florida, Louisiana and Georgia soon. One of the fastest growing spirits companies in the rst 90 days. Tequila Distinguido has been identied as one of the few fresh spring water tequilas on

a national level. Emperial Americas has revitalized the Distinguido brand and has other brand

suppliers inquiring about the business model. Import their brands to the US and globally. Commitment of management team. Audited Financials for 3 years.. Restocking has added to growth - sustainable Emperial Americas has the ability to offer quality with value brands as well for growth.

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We Create Brands People Talk About 10

History

Emperial Americas acquired Tequila Distinguido which was originally launched in 2005 in August 2008. The brand has shown great promise of becoming a leading distilled spirit in the high-end tequila category. The simple vision was to bring quality and luxury back to a market that had become overly commercialized. With professional experience in the wine and spirit industry Emperial Americas, founder and in place management began developing and cultivating relationships with distributors, dening a niche, educating the trade, as well

as professional responsibilties on what it took to compete in the industry. With the teams past experiences in executive positions they forged a bond with the Contreras family and Tequila Distinguido.

Prior Distribution included: Union/Glazers (Chicago) 1,500 cases Deluca (Vegas) 280 cases Republic National (Georgia-Florida) 550 cases Mexcor (Texas) 2,950 cases Glazers (Texas) -- 300 cases LCBO Canada 510 cases (Global market penetration)

For three years Tequila Distinguido has stood strong as a brand respectfully because of the skill set of the management team. Since Emperial Americas acquisition, Tequila Distinguido distributed 700 cases in Texas alone and exceeded 1,300 case depletions by the end of 2008. Today we have sold more than 2900 cases with todays equations would calculate as 5800 cases. Award winner in the San Francisco World Spirits Competition 2012, Tequila Distinguido was selected as the rst product launched because of its current brand equity. The remaining Emperial Americas product lines will launch during 2012-2013. With our marketing strategy we can insure that these brands will enjoy the same successes that Tequila Distinguido has seen. The established components of Emperial Americas marketing plan include:

Strategic partnerships with Regional and National On and Off Premise accounts, 25 to 30 percent gross prot for our distributors. Meaningful trade programs Marketing budget that does not depend on case sales We are condent that our strategy will deliver results.

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Founders And Management Team

The management team is comprised of two highly motivated, experienced, well qualied and committed individual who hold 100% of the equity interest in the company. The management team and their sales team are veterans in the spirits industry with expertise in launching new brands, establishing and managing the brands globally and delivering a prot and return to shareholders. The team is also supported by a very strong group of advisors and consultants who have extensive experience in nancial matters and public trading companies.

The team has: Proven business start-up skills, with bottom line responsibility Experience in business start up (nance, marketing, operations and legal aspects) Personality proles that reflect the synergies of cohesive group dynamics

Distinguished Team

As of December 31, 2009, Emperial Americas has four (4) full time employees and three (3) Independent Contractors who serve as consultants to the company. No employee is represented by a labor union. All Independent contractors has signed agreements with Emperial Americas and are paid on a variable success basis dependent upon sales generated by them.

As Emperial Americas grows there is a limited need to expand overhead because products are sold in a three/four tier distribution system. Below is the organizational plan to increase our team over a three year period. (See Appendix A for Job Descriptions)

Year 1 4 Distinguished Market representatives 6 Brand Ambassadors (2 per primary markets)

Year 2 2 Regional Business Development Managers 4 Individual Brand Managers 1 National Accounts Specialist 1 Export & Duty Free Manager 14 Market Representatives 28 Brand Ambassadors (2 per market)

Year 3 2 Regional Business development Managers 4 Individual brand Managers 1 National Account Specialist 14 Market Representatives

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Brief Resumes of The Management And Advisory Team

Alonzo Pierce - Founder Ever since the companys debut back in 2008 as a marketing and Importer company, Mr. Pierce has not only been credited as the founder of Emperial Americas, but he has solely been responsible for running all facets of the business including managing all day-to-day operations, product quality and control, front ofce to back-end operations, client reputation management, sales and marketing solutions and overseeing the sales and executive management teams.

Dating back to his tenure as Texas State Manager for Blavod Extreme Spirits, Mr. Pierce gained product positioning for Players Extreme Vodkas, Cielo Tequila and Blavod Vodka and increased sales for the company in the state of Texas, Louisiana,Mississippi, Arkansas, by doubling the sales efforts for the brands. When Sapphire Brands acquired Blavod Extreme Spirits he was promoted to Regional Director of Spirits and the companys new acquisition, EOS winery from Paso Robles, California.

In this role he handled the development of marketing and sales strategies designed to promote vertical sales in the ad and internet marketplace. Leveraging established relationships with distributors , he was solely responsible for managing and maintaining accurate inventory with verication of vendor reports and client relationships with all levels of the trade in the following markets: Oklahoma, Texas, Arkansas, Louisiana, Mississippi. Mr. Pierce served as Executive Director for Big Cat foundation, a non-prot organization. Also served as a private banker with Star Bank in Cincinnati Ohio. Mr. Pierce received a B.A. from Baylor University in Waco ,Texas in Telecommunications in 1992.

Bruce K. Klein - COO

has served as a member of the Board of Directors since April 2010. From March 2005 until January 2009, Mr. Klein served as the Chairman of the Board of Drinks Americas Holdings, Ltd. and was Vice Chairman of the Board from September 2002 to March 2005. From February 1999 to present, Mr. Klein has served as the Managing Partner of Victory Partners LLC, a company created to fund private businesses in their early stages. In the last six years, Victory has funded six businesses in technology, vitamins and internet services areas, of which three have become public companies.

From 1992 to 1997, Mr. Klein was a registered representative of the Equitable Companies, responsible for sales and services to high income clients, acting as an investment advisor and estate planner to an exclusive client base. From 1986 to 1991, Mr. Klein served as President of Transatlantic Exports Corp., where his duties included the purchasing and exporting of nished and contract goods throughout Europe and Africa. From 1980 through 1991, Mr. Klein owned several retail businesses in lumber, hardware home centers and decorating. Mr. Klein received a B.S. in Finance and an M.B.A in Marketing from Farleigh Dickinson University.

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Thomas M. Geoghegan - Board of Directors

Born and raised in the Chicago metropolitan area, Tom Geoghegan attended local schools, and graduated from Loyola University with a B.A. degree in 1971. Tom then worked a variety of food and beverage operations in Chicago, Milwaukee, Atlanta, Nashville and Houston, before moving to San Antonio, Texas in the early 1980s. For the next 30 plus years, Tom has worked both the on- and off-premise, and the wholesale side of the alcohol distribution business, working for companies that included HEB, Gabriels, and Glazers, among others. Tom has extensive vendor and customer contacts in the South Texas market, and has worked with key wine, spirit, malt and non-alcoholic suppliers.

Tom is accredited by the Society of Wine Educators as a CSW (Certied Specialist of Wine), and also as a Level I Master Sommelier by the Court of Master Sommeliers. He is currently preparing for his CSS (Certied Specialist of Sprits), and the Level II certication. Tom has also worked as a judge and member of the steering committees for the San Antonio Livestock and Rodeo wine competition, the San Antonio Express-News wine competition, and the KLRN Public Television Fine Wine and Cuisine Tasting, in addition to his work with the St. Phillips culinary program, and the new San Antonio branch of the Culinary Institute of America. His charity work includes fund raising for the United Way, the American Cancer society, and the Susan B. Komen fund. Tom and his wife Kathy, and son Brody live just outside Boerne, in Fair Oaks Ranch, Texas.

Todd Waggoner - CFO

Chief Financial Ofcer leads Emperial Americas nancial and accounting operations on a global basis. While maximizing prots, his experience and insights in corporate strategy will guide the Company through business growth, accounting and reporting, treasury activities, acquisitions, tax planning, internal audits, and investor relations. He is equipped with tough entrepreneurial skills and strong qualications in nancial (GAAP and non-GAAP) accounting.

Before joining Emperial Americas, Waggoner was the Chief Financial Ofcer and Treasurer for CK Home Products Inc., a position he held since 2008. During his tenure at CK Home Products Inc., he was instrumental in developing their core business plans, creating sound audit and internal controls, served as a liaison with the SEC and was responsible for audits with CPA Firms. Waggoner has diverse experience including holding various Senior Executive Management positions such as Chief Financial Ofcer, Treasurer, Corporate Controller, Secretary and Staff Account with a variety of manufacturing, retail and distribution companies.

Mr. Waggoner has more than 20 years of directing general accounting, cash management, nancial and tax reporting, acquisitions, leveraged buy-outs, banking relations, credit and collections, insurance, audits, and forecasting. Mr. Wagoner, a Certied Public Accountant received his Bachelor of Arts degree in General Studies from Louisiana State University and an Accounting degree and a Master of Business Administration from the University of South Florida. Waggoner is married with three children and reside in Winston Salem, North Carolina.

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Joel Contreras - Board of Directors

As a member of Emperial Americas Board of Directors, Mr. Contreras is responsible for Quality Control for the US and Mexico Operations. Mr. Contreras is highly focused in this position to ensure that all of Emperial Americas products t both quality and legal compliance both domestically and internationally. He is also responsible for inventory control, product design, research and development. Since 1990, Contreras has owned the largest potato wholesaler in Mexico; Papas Mexicana, which spreads through out 20 states in the region.

In 2003 he and his family engineered Tequila Distinguido and several other premium tequilas in which he is responsible for production and CRT compliances for Emperial Americas. Previously he has held various Executive Leadership roles with Companies such as Casa Wong Papas, Avicola Jaguar and Club Social Y Deportivo. A Native of Jalisco Mexico, Contreras holds a Bachelors Degree in Business from Facultad de Contadura Pblica de la Universidad de Guadalajara. He and his wife Maria reside in Jalisco Mexico and have four children.

Job Descriptions

National Brand Manager The National Brand Manager is responsible for supporting and training our distributors and on-premise staff throughout our distinguished markets. They are responsible for ensuring the delivery of our consumer marketing strategies to build our brand. This position translates national and regional strategy and drives innovative new programming from the eld thus making sure we continue to differentiate the Emperial brand and impact key target consumers.

National Account Manager The National Account Manager develops and maintains national and major on-premise and retail accounts. Increase business among existing accounts and promotes Emperial to new accounts in order to meet Emperials strategic business objectives. This position requires familiarity with a variety of the marketing concepts, practices and procedures to ensure our brands are visible in the premier on-premise accounts and prominently placed within key retailers.

Regional Sales Manager The Regional Sales Manager directs the actual distribution and movement of Emperials products to the customer. They will coordinate sales distribution by establishing sales territories, quotas and goals and establish training programs for market representatives. This position will penetrate new markets and look for new products for which Emperial may obtain license/ ownership rights in order to expand our brand portfolio.

Brand Ambassadors Brand Ambassadors are the representatives of Emperial that will best portray our products. Brands Ambassadors are an essential part of our team because they are the tastemakers and influencers of their markets who will work hand in hand with our market representatives. They are the regional personalities in each distinguished market who are in

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touch with what is hot and happening on the scene.

Distinguished Market RepresentativesDistinguished Market Representatives will ensure all corporate brand initiatives are achieved with each distinguished market by actively developing and maintaining our top 10 accounts (bars, restaurants, hotels and retail). In addition they will work closely with our local distributors by educating and motivating to collectively achieve Emperial Americas desired results.

The Offer

We are seeking $2.5 million in a preferred equity transaction from investors who have an interest in the alcoholic beverage industries. With its recent rise in social appeal, alcoholic beverages are currently as much as a fashion statement as clothes and/or music. A Nielsen study found that liquor store sales of celebrity driven spirits Increased 21 percent in 2010. Retail tastings and sampling stations are incentive for brands creating awareness and equity as its a key interaction opportunity to brand educate and create brand awareness. Thus, we believe investors should recognize outsized returns from an investment in this industry.

Alcohol dees resilient trends due to its uplifting nature and social role in society. One of our goals is to generate name recognition and brand awareness. Instant recognition will enable us to spend very wise on marketing and more on quality control. Quality is essential for a successful product.

The initial capital raise of $1.2 million U.S. dollars is required to meet outstanding obligations and nance company operations. Uses of capital include:

Ofces and Warehouse Brand Identity & Education Awareness Compliance & Licensing Production Runs Legal & Trademark Strategic Partnership Payroll & Administration Market Research & Development

Subsequently the additional $1.3 million U.S dollars is needed to nance the following: Marketing and promotion of existing brands Product launches of each additional brand Purchasing Inventory Market Research & Development Strategic Partnerships Print Advertising

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An investment in Emperial Americas, Inc. offers balance to an investment portfolio: Competitive Edge- Business leverages a unique marriage between alcoholic beverages

and the world of Entertainment. Experienced Management Team- Including the top alcoholic beverage consultants. Cost effective-key co-pack arrangements allowing for an equal playing eld, low

production over-head and therefore a focused effort on building brands. Attractive Brand Value- Brands such as Grey Goose & Hpnotiq sold for $2.1 billion and

$50 million respectively. Lesser known brands such as Ursa Vodka sold for $245 million in 2005.

The Products

Launched in 2008, Tequila Distinguido (Distinguished in English translation) guarantees great tasting premium tequila with every sip. From deep in the heart of Mexico is tequila rich in tradition respectful of the heritage and. Tequila Distinguido is an authentic, all-natural, estate-grown premium tequila, made from 8-10 year old 100% blue agave that is double distilled to the highest standards for an incredibly smooth and rened taste. The traditions of the Contreras family for the preparation of tequila has been kept as a jewel, polished with work, customs and the DISTINCTION in its process. Distinguido is made in the highlands of Jalisco, Mexico.

The artisan-style crafts of Distinguido include Silver, Reposado, and Aejo.

Silver: Clean spicy aroma of orange, vanilla, ripe banana and mintthe mix of bracing and creamy intertwined, the flavors of anise, herbs, apricots and orange ring through.

Reposado: Aromas of caramel, spice, orange peel, warm oak, cinnamon, earth, and grassas satisfying as a nice cognac. Rich flavor that resonates on the palette.

Aejo: An alluring aroma of brandied fruit, lush with elegant notes of prune, candied walnut, dark chocolate and toast classic elegance.

Major Benefits Delivers consistent quality taste every time Responds to changes in consumer tastes for new and premium tequilas Double distillation process and handpicked agave plants are superior in taste to

competitively-priced tequilas The clear bottle and label are synonymous to the distinction that comes with drinking

the worlds most distinguished tequila

By 2013, Emperial Americas will have a collection of internationally established brands of wine and spirits.

Dont Drink and Drive.

tequiladestinguido.com

DistinguishYourself.

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Don Contreras Reserva Tequila

Finest tequila ever engineered by man to perfection and distinction.

Silver: naturally fermented for up to four days; the agave juices are then triple-distilled in antique copper stills and bottled un-aged. The result: a smooth, super premium tequila to be enjoyed simply chilled.

Reposado: aged after fermentation in American Oak Barrels for 364 days before bottling. This perfectly blended tequila creates the ultimate cocktail.

Aejo: aged after fermentation in American Oak Barrels for at least three years before bottling. The result is exquisitely smooth, super premium tequila. like a ne cognac, is meant to be sipped and savored.

Don Jose (Mixto)- Produced from a blending of at least 51% agave spirit. Mixto can be made in Reposado or Anejo style and is the only tequila product that may be shipped in bulk to be bottled outside of Mexico. Usually used for volumes of margaritas

Broken Barrel Bourbon This respectfully proofed Bourbon is sure to bring back the fond memories of prohibition.

Production

Currently Emperial Americas uses: CIA Distiladora S.A. to package our Tequila Brands. We will use other co packers to prepare bottle and packaging for our other products: Broken Barrel Bourbon and Independence Rye. We have the options to acquire 100 percent of brands from the production facility in Mexico for Tequila Distinguido, Don Jose (well) and Don Contreras. In the event our contract with our co- packers is ever terminated our plan is to replace them with another company that is comparable in quality. However, it is important to note that if this above were to occur our business would not be disrupted.

In the contract packing industry it is customary and expected that we make arrangements for our contract packing needs in advance of the anticipate requirements. Accordingly it is our business practice to mandate that our independent distributors place their purchase orders for our products at least 14 days in advance of shipping. Other than the minimum case volumes requirements per production run we do not have a minimum production requirements.

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Tequila is the most highly regulated commodity next to petroleum and has seen tremendous growth from 1996. Where there were 46 distilleries in Mexico making 300 different brands of tequila, today there are more than 89 distilleries producing over 617 brands. In 1997 you would pay $80.00 per metric ton and since the new millennium the going rate has surpassed $2,000 per metric ton while still today the average pay for a Jimador is 500 peso per month ($50.00).

The agave is classied as a succulent and not a cactus. Agave belongs to the agave family of the following plant Liliales. There are over 200 different classied types of agave and 400 to 500 actual different types. The Weber Blue Agave ranges in height from 5 to 8 feet and weighs between 100 to 200 lbs but can reach 500 lbs. The agave takes 8 to 12 years to grown. Tequila is Mexicos national spirit. Its derived from fermentable sugar which is its own source from the Weber. Tequila is a distilled spirit from the juice of the agave. It may only be produced from the Weber Blue Tequila grown in the State of Jalisco near the town of tequila.

There are two types of tequila: 100% Blue Agave and Mixto which is 51% from Blue agave and the remaining from other sources.

Bourbon is distinctly an America spirit. To be labeled as a bourbon the distilled spirit must be produced from a mash containing at least 51% with the remaining from either rye, wheat or barley. Bourbon must be aged in new charred barrels made from white oak and not over 160 proof. It must age in barrels for no less than two years. Good whiskey is produced in Tennessee form similar ingredients but is not labeled as Bourbon because the process is not included in the legal description.

Producer Information Distinguido Facility

The Origin of Tequila Distinguido (Distinguished is the English translation), dates back to the 1840s in the southern part of Jalisco with the Contreras and Godinez Family. Based on their high quality standards, Emperial Americas has been able to produce excellent tequilas from the careful selections of the most mature blue agave plants to the detailed attention that is given in every step of their production. Tequila Distinguido is distilled in fresh spring water that runs through distillery leaving the consumer with a very clean non-toxic experience. This purity combined with the complexity derived from the aged tequilas make Distinguido distinguished. This is a product unlike others that uses the agave that has been distilled for 8 to 10 years. Its because of this process that taste makers often comment this Tequila taste like no other. Distinguish Yourself Drink Tequila Distinguido

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Producer Agreement

Emperial Americas, Inc. has an in principle agreement and exclusive rights with the Contreras family, owners of the land and distillery where the award winning Tequila Distinguido line extensions are produced. Emperial Americas has been designate as the exclusive importer into the United States for CIA Distilladora De Acatlan S.A. the distillery in Jalisco, Mexico where all of the worlds tequila is produced. The distribution agreement between the distillery and the company runs until May 31, 2017, and is renewable for successive ve year renewal terms unless either party gives the other party 60 days written notice of non renewal. Emperial Americas is is the only company permitted to import or sell spirit bearing the trade name Tequila Distinguido.

ImportationEmperial Americas has beneted from distribution- centric operations in managing the current and future imported alcoholic brands in their portfolio. By reducing the overall purchase cost that imported products offer, businesses can obtain a price advantage over the competition while maintaining, or even increasing sales margins. While the potential is great, inefcient import management and buying practices can eat away, or even eliminate the benet of importing the alcoholic beverages in the company portfolio. Automatic suggested purchase orders from the distillerys and our distributors, seasonal order bookings and collaborative forecasting with customers for import booking from a national level are also set up in the companies platforms supported by nal landed costing, selling and sourcing currencies and tracking pre- paid inventory

WarehouseEmperial Americas stores inventory that has been shipped to the US for sale in a secured government stateside industrial facility. The warehouse becomes an extension to the order desk and a critical part of our business and it support us in delivering our promise of improved customer service.

DistributionWe currently have relationships with a complete network of independent distributors and brokers throughout North America through whom we sell our products. The policies of our distributors vary; we have entered into written agreements with a number of our top distributors for varying terms; leaving a few distribution relationships that are solely based on purchase orders. Product distribution will be facilitated by utilizing national distribution channels of the large corporations with whom we have secured strategic alliances. Such corporations will typically have nationwide coverage.

Tequila Distinguido is distributed through: Glazers (Texas) Premier (Florida) RNDC (Mississippi) RNDC (Arizona ,Colorado) Deluca(Las Vegas) RNDC (Louisiana)

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The actual sales & marketing of our brands are technically handled by the individual distributors of each state. While this is true, it is imperative that Emperial Americas, Inc., the supplier, maximizes the effectiveness of each distributors effort by giving them the necessary tools, support and marketing efforts needed to ensure our brands will get the respect, push and full commitment we desire.

This strategy will ensure a presence in the market that increases awareness and builds demand as well as a certain cache.

The Future

Emperial Americas product offerings will be positioned as the new, innovative alcoholic beverage brands that ll the need of the market: distributors, wholesalers and retailers and subsequently the consumer. Our initial product is Tequila Distinguido; Emperial Americas, Inc. will release more brands followed with beverage industry blitz introductions

Exit MechanismsEmperial Americas, Inc. will pursue future brand acquisition opportunities and /or public transaction within 5 years. To give the company a solid base earnings has been factored into the valuation calculations and reflects a conservative rate for this industry. As Global Fortune 500 companies continue to place an increasingly high value on global portrait brands people will coninue to demonstrate a willingness to pay a premium acquisition price for unique established trademarks.

Strategic Partnership

Partnerships are the Foundation for Success.

Partnerships enable Emperial Americas to make continuous improvements and achieve a sustainable competitive advantage. By sharing with others, Emperial Americas is able to direct resources and capabilities to projects that are most important. We will focus on creating the brands people talk about. We will launch more print advertising by selecting the mediums that best support our brand, philosophies and positioning. The blend of advertising will consist of:

Regional lifestyles Trade publications, Men and women lifestyle magazines Celebrity based and key industry functions

We will also participate as sponsors for key events that will give us the best branding opportunities.

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Current Key Partnerships

Following the advice of our Management and Marketing Consultants we will continue to develop business development and overall marketing /partner strategies that will allow the company to expand and service its portfolio and its customer base. Also servicing involving investor relation, corporate nance or introductions to funding and banking servicesSome of the key partnerships we have developed are:

Specs Fine Wine and Spirits - Specs is listed as the largest and most protable Liquor retail chain in North America along with BevMo in the western states. Specs has over 60 outlets with a new location opening everyday as well as acquisitions. Tequila Distinguido is one of the top selling tequilas and brands in this chain on the retail and wholesale perspectives.

Landrys Restaurants - A Fortune 500 company that has several concepts in more than 30 states and is currently one of the largest casual dining and entertainment (Rainforest Caf, Golden Nugget in Las Vegas) companies in North America. Tequila Distinguido launched the Thursday Tequila Takeover with the radio promotion at the Cadillac Bar concept and will continue to make its rounds of introductions throughout the chain bi-weekly.

Patrick Henry Creative Promotions (PHCP) - Emperial Americas has a corporate partnership with Patrick Henry Promotions to help guide and land our brands into national concepts and accounts. PHCP is a full service food and beverage marketing agency specializing in the design, implementation and evolution of innovative and revenue generating food and beverage programs, as well as collateral and support. Patrick Henry Creative Promotions has received several awards for supplier excellence.

Headliner Market Group (HMG) -is a premier marketing and promotions company. HMG was founded for the purpose of creating a resourceful and reliable company with the knowledge and expertise of party planning and coordinating special events. The company strives to provide creative, cutting edge events that establish HMG as a dominant force in the entertainment industry. HMG designs and produces exciting high prole one-of-a kind events through the combination of service, superstar celebrities, trendsetters and tastemakers. HMG list of clients read as a Whos Who in the entertainment industry, such as: Diddy, Russell Simmons, Magic Johnson, Jay-Z, Allen Iverson, Mariah Carey, Shaquille ONeal, Ashton Kutcher, Jamie Foxx, Christina Milian, Nelly,

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Usher, Timbaland, Missy Ellliot, Pharrell Williams, Paris Hilton, Scott Storch, Shemar Moore, Alonzo Mourning, Christina Aguilera, Kanye West, Jermaine Dupri, Dwyane Wade, Busta Rhymes, DJ Clue, and many other notables.

HMG is a promotions company with a desire to create innovative events while providing quality services to clients and consumers. Established in 2001, hard work and commitment have allowed HMG to rise to elite status while creating the highest in attendance record, star studded urban and/or crossover events in the nation. emperial has formed a strategic partnership with HMG to leverage HMGs success and ability to get our brands in front of the Whos Who those who create the trends the rest of the world follows. HMG will be the ofcial coordinator for special events and parties with our distinguished markets.

By forming these strategic alliances, emperial will gain competitive advantage through access to resources, markets, technologies, capital and people not otherwise available to us. We intend to leverage our alliances to expand our business more quickly and efciently by extending our technical and operational resources.

MAHONEYBROWN INTERNATIONAL To compete and win in the 21st Century global economy emperial must embrace a flexible, entrepreneurial mindset and culture. The speed of business has never been greater - it is imperative for our organization to rapidly identify, validate, articulate and act on growth and change initiatives. MAHONEYBROWNs goal is to assist emperial in doing this. MAHONEYBROWNs unique service platform and methodologies, highly credentialed team, and vast industry and project experience enable emperial to draw on a wide pool of experts in the area of strategic planning, business development, marketing, corporate identity and branding. MAHONEYBROWN provides the leadership, project management, market expertise, operational know-how and technical prociency we need to ensure our success.

MAHONEYBROWN is a leading provider of professional advisory services to startups, small and medium-sized enterprises, middle market organizations, and Fortune 2000 companies pursuing growth and entrepreneurial initiatives.

Other key partnerships include but are not limited to: Glazers Distributing - www.glazers.com Republic National Distribution - www.rndc.com Los Cucos Mexican Cantina (regional accounts) Slick Willies Pool Hall (regional accounts) Buffalo Wild Wings (regional accounts) Hillenburg Motorsports (Indy Car racing) Twins Liquor Specs Fine Wine and Spirits

Our model is designed to assemble strong individual and independent brand identities within a balanced brand portfolio, and a solid global platform from which we will launch and build new and existing brands. We are condent in our ability to gain signicant market share through solid strategic sales, and a strong marketing infrastructure. To make our brands stand out amongst the rest, we will take our time on each of the brands dedicating the resources necessary.

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Macro Environment Analysis

The Distilled Spirits Council of the United States (DISCUS) represents companies that produce and market alcoholic beverages. Members of the organization are expected to adopt a Code of Responsible. The goals of this code include eliminating advertising that might be directed toward people under drinking age and promoting responsible drinking by legal-aged adults.

According to DISCUS, in 2010 the beverage alcohol industry contributed nearly $600 billion to the total U.S. economic activity of which distilled spirits accounted for nearly $400 billion of this amount. Additionally DISCUS reports spirits accounted for 33.3 percent of the alcoholic beverage market in 2010, up from 32.9 percent in 2009. By contrast, beer lost market share, making up 49.8 percent of the market, down from 50.5 percent in 2009. Last year marked the rst time in at least 12 years that beers market share fell below 50 percent. Looking ahead, DISCUS spokesman Frank Coleman states the industry has cautious optimism that the recovery will continue, but he noted that the outlook over the horizon remains murky.

In 2010, the U.S. retail dollars from the sale of all alcohol beverage products increased in volume for the eleventh year in a row. Supplier revenues grew 2.3 percent totaling $19.1 billion in sales. Additionally, DISCUS reports a dramatic shift in consumer preferences as demonstrated through new revenues by price category from data reported in 2009 with Super Premium garnering $303 million ($3.1 billion and 16.2 percent of gross revenue), High End $142 million ($5.1 billion and 26.6 percent of gross revenue), Premium $55 million ($6.9 billion and 36.1 percent of gross revenue), and Value -$76 million ($199 million in 2009 and $4.0 billion and 21.1 percent of gross revenue).

DISCUS data illustrates how Tequila, Whiskey, and Vodka signicantly contribute to this growth. Tequila volume grew 3.6 percent to 11.6 million cases. The revenue for tequila also increased 4.0 percent to $1.7 billion. Each price segment reports an increase in volume with Value up by 2.9% and revenue up 1.3 percent ($3 million), Premium up 2.5 percent with sustained revenue, High End up 17 percent and revenue up 15.5 percent ($22 million) which was attained with only 900 thousand cases, and Super Premium up 2.2 percent and revenue up 7.4 percent ($40 million).

DISCUS also reports growth in 2010 for Whiskey (including Bourbon, Blends, Canadians and Irish) accounting for 29 percent of industry revenues at $5.6 billion and 25% of industry volume at 47.1 million cases. Though volume for Value brands was down 2.0 percent, overall volume for Whiskey reported up 1.4 percent with Premium sustaining its revenue and High End and Super Premium giving strong performances with 5.0 percent and 8.1 percent respectively. In particular, Bourbon and Tennessee reported up 2.5 percent with Super reporting up 16.2%.

Vodka provided strong support to the industry also, according to DISCUS. It provided 31 percent of industry volume with 59 million 9-Liter cases, up 6.1 percent in 2010 and 25 percent of industry revenues at $4.8 billion, up $230 million from 2009. All categories reported increase in volume and revenues with Super Premium attaining volume increase of 17.7 percent and revenue increase of 13.8 percent totaling over $122 million. Additionally Value reported

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volume up 3.8 percent and revenue up 2.5 percent ($26 million), Premium volume up 8.9 percent and revenue up 6.7 percent ($80 million), and High End volume up 3.2 percent and revenue up 0.2 percent ($3 million impacted by strong performance of Super Premium).

As the DISCUS data details, the beverage alcohol industry continues to sustain its record of expansion and growth. With the U.S. economy experiencing recovery from recession, there is signicant anticipation that this trend will continue and the industry will also grow with the occurrence.

Social TrendThe growth in distilled spirits retail sales is showing little signs of slowing in the near future. Increasingly wealthy consumers will continue to trade up and due to time constraints are eating out more frequently. The continued tendency for consumers to drink more and drink better alcohol beverages is fueling this growth across all categories. From higher priced craft beers to imported wines to ultra premium spirits, the typical consumer is becoming more astute and that is translating to a healthier bottom line for the industry.

The US bar and nightclub industrys drinking establishments primarily engaged in the retail sale of alcoholic drinks number around 45,000, down from 60,876 in 2007, according to Dun & Bradstreet, which generated approximately $18 billion in combined annual sales revenue, with the average establishment accounting for about $200,000. States representing the majority of drinking places were: Wisconsin with 4,489; California with 4,449; Texas with 4,388; New York with 4,283; Illinois with 3,634; Pennsylvania with 3,572; Florida with 3,191; and Ohio with 3,201. Other signicant states included Michigan, New Jersey, Louisiana, Indiana, Iowa, Minnesota, and Washington. US consumer spending on services, an indicator of recreational activities like bars and nightclubs, rose 1.9 percent in July 2010 compared to the same month in 2009. Sophistication and luxury are key elements driving this resurgence. A wide selection of high-end spirits served in unique barware is just one of the things consumers have come to expect when dining out or enjoying a cocktail at their favorite watering hole. In addition to the luxury cocktails, spirits flights are also proving to be wildly successful. A flight of spirits allows diners to compare a selection of small samples of a specic spirits category (i.e., Bourbons, tequilas, whiskies, etc). Rosa Mexicano (Washington, D.C. and New York) allows customers to try flights of sipping tequilas from three different categories - blanco, reposado and aejo.

Alternatively, cocktail flights are also being served. This is generally a set of themed-based cocktails. For instance, Nacional 27 in Chicago offers mojito flights consisting of the Mojito Classic, Pomegranate-Ginger Mojito and a Pineapple Mojito. Sugarcane Lounge in New York City allows large groups to sample from a wide variety of creative cocktails presented in a cast-iron Cocktail Tree. The tree offers 12 cocktail samples for $50. With so many cocktails to choose from, our diners often have trouble settling on just one, said Paul Tanguay, who created the flights menu at Sugarcane Lounge at Sushi Samba.

As spirits sales continue to soar, successful on-premise establishments are capitalizing on these new trends and creating their own to bring consumers the ultimate cocktail experience.

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Several other cultural, demographic and industry-specic trends explain the continuing vitality of the wine and spirits industries:

The increasing cultural acceptance of the potential health benets of moderate wine and spirits consumption.

A thriving cocktail culture. The American consumers slow but steady movement away from beer, in favor of

wine and spirits. More pairing of food with spirits, especially with Latin and Mexican cuisines.

Economic Trend Consumers today have a larger disposable income Urban populations are growing and feeding periods shortening Research suggests that coffee sales increase if the product is made more available to

the consumer The 2010 U.S. Consumer Discretionary Spend shows that consumers spent more than

$70.0 billion dollars on beverage alcohol, with more than half going to the wine and spirits industry

The distilled spirits industry is a major contributor to the nations economy generating around $600 billion in U.S. economic activity annually. Over 1.2 million people are employed in the United States in the production, distribution and sale of distilled spirits.

Social Responsibilty remained top priority Industry recession resilient proved to be true. Gains in market share should position spirits for strong growth as economic recovery

gains momentum. Sunday sales targets : GA, CT, IN,MN,TX, WV, NC and OK

COMPETITOR ANALYSIS

Emperial Americas

DiageoPernod Ricard

BacardiFortune Brands

Financial Backing 2 5 5 5 5Customer Exclusivity 4 5 3 4 4Distribution Channels 3 5 5 4 4Product 5 5 3 4 4Commitment to Technology 5 5 3 5 3Cost Structure 5 3 2 4 2Selling Force 3 5 4 5 4Total 27 33 25 31 26

Legend: 5 = Excellent; 1 = Poor

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CUSTOMER PROFILE

Emperial Americas, Inc. has two customer categories: On-premise and Off premise customers.

On-PremiseThe 2011 market showed that On-premise premium spirits account for 50 percent of total US sales with only a slight growth in off -premise spirits. The focus in our distinguished markets must be in the on-premise establishments where brands are made. Our clear and present visibility at all of the top establishments insures we are building brands and forging consumer relationships. We have assembled the personnel to accomplish this task. Our plan focuses on working with the level of management that oversees the actual doing of work frontline management at the selected on-premise establishments. All the decisions will be made by those managers who have a direct impact on productivity, protability, relationships with customers and workplace morale. Our skilled team of professionals will equip the on-premise frontline managers with the required knowledge, skills and understanding to enable them to manage their own performance and that of others, as well as the important operations related to their work.

Off premise Emperial Americas Inc. will continue to target major liquor retail establishments in the Distinguished markets. The majority of wine & spirit retailers provide a number of merchandising and promotional program opportunities to suppliers of beverage alcohol brands. All program initiatives must be applied for through formal applications based on specied promotion criteria. Our efforts are designed to ensure key visibility in the top retailers. Our retail Programming will feature our brands through:

Contest Advertising Mail- in Coupons Instant Rebate Neck Tags In-store tastings Ethnic Niche Programs End Aisle Shelf Extenders Shelf Talkers Limited Time Offers Value-Added Special Events Air Miles

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Sustainable Competitive Advantage

Emperial Americas, Inc. will succeed because of the following: A strategic alliance with the Contreras family, owners and producers of the distilled

spirits in our portfolio providing it with credibility and well established distribution channels to establish the business in its formative stages

Resurgence in cocktail culture on and off premise Spirits advertising ride a wave of equal access Extraordinary growth of premiumization Solid US spirits export gains Strong Management and sales team of both committed /experienced people Proven business model that where trademark brands roll out faster with focused

investment Momentum for spirits modernization builds across nation Return of consumer condence.

Basis for GrowthThe basis for growing the venture is reflected in the following three strategies:

Continue research and development of new and innovative products to meet the current and future needs of wine and spirits consumers.

Total US Coverage all brands within 18 months after pipeline is sufcient.

International Expansion China, Romania, Vietnam, Israel, Russia, Canada, Singapore, Dominican Republic, and Latvia

Solid FoundationOur focus will be to grow our company organically and through distinguished acquisitions

We will continue to create long-term value for our shareholders, reinforcing our future as a global leader in the alcoholic beverage industry.

We will frequently assess our plans in reaching our objectives and goals while staying proactive to the changes of our industry.

We will continuously study our consumers behavior to meet their changing demands.

We will work tirelessly with our team of personnel and distributors to insure they are delivering rst in class brands to market.

We will form strategic partnerships to assist us in building a solid infrastructure from which we will launch new and existing brands.

We will look for innovative and fresh ways to advertise our products while being responsible in all of our marketing efforts.

We will stay diligent in balancing risk and reward.

We intend to create the worlds best brands. We have the products, we have the people and we have the plan. We create the brands people talk about.

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DISTINGUISHED MARKETING GOALS

The company has created a set of key media and marketing relationships which when combined with our distinguished branding will keep our products in the forefront of media mentions and exposure with limited or no investment. Our marketing plan is based upon our strategy of building strategic partnerships. Our marketing slogan is We Create Brands People Talk About. Our marketing and pricing policies and programs take into consideration competitors prices and our perception of what a consumer is willing to pay for the particular brand and product in the retail environment. Our goal is to competitively price Tequila Distinguido with other comparable premium tequila brands and provide a higher quality product at the selected price points, stronger brand awareness and more appealing marketing campaigns than the competition. We believe our marketing plan supports category premium pricing and sustained growth of our brand.

Our marketing plan for Tequila Distinguido focuses on building brand recognition with our distributors with the goal of a regional and, if demand warrants, a national roll-out. Our marketing plan contemplates expanding distribution throughout Texas and several southern states and the East and West coast regions of the U.S., and focusing on cities and urban centers. Tequila Distinguido has been promoted with consumer tastings, radio promotions, point of sale materials and consumer trials. Our marketing efforts in support of Tequila Distinguido focus largely on promotions at key distribution points prior to peak demand periods and continuous marketing to reinforce brand identity by consumers.

We intend to attract alcoholic beverage consumers through a variety of means, including taking advantage of a digital presence by creating technology-based marketing applications for our Tequila Distinguido brand as it is being sold at on-premise and off-premise locations. For example, we intend to utilize technology that allows consumers to scan the product labels barcode with an infrared scanner to enable the consumer to view videos about our product and be provided with Tequila Distinguido cocktail recipes during the retail purchase experience and at the point-of-sale. We expect to continue to advertise in lifestyle magazines and participate in promotions that we expect will encourage grown and sexy consumers to distinguish themselves and enjoy the lifestyle we envision that the glamour of Tequila Distinguido creates.

Tequila Distinguido is part of a ne tradition of quality liquor coming from Mexico and the current project of Emperial Americas, and Cartreras families. Tequila Distinguido will flourish at retail, grow as a recognizable brand and a successful corporation. The companys name and image will have instant credibility and loyalty among the jet setting, an influential consumer base. At the same time, Tequila Distinguido will attract new and diverse audiences among nationwide consumers for the expensive ingredients that set it apart from the brands competitors, eye-catching packaging, and positive celebrity afliations and the fact the Tequila is the trendiest liquor to drink. The objective is to make Tequila Distinguido the new Patron.

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The positioning of the brands face and a spokesperson will increase sales and positive consumer feedback. A list entrepreneur in both the music and fashion worlds, is the kind of person that people gravitate toward because they want to have a little piece of his life, the music, fashion, marketing and now beverage man The Experience behind the project, Tequila Distinguido is positioned to become a xture in the homes, hotspots and hands of the grown n sexy group.

The marketing challenge starting spring of 2012 is to generate consumer excitement and demand in key metropolitan areas about Tequila Distinguido. Media will capitalize on the pro sports seasons and focus immediate efforts on public relations and grass roots marketing to generate an immediate buzz amongst consumers and trendsetters by creating a of high prole media driven events in which Tequila Distinguido should have brand presence. Media will coordinate a Tequila Distinguido street team to distribute Tequila Distinguido during key events throughout the year. Getting the product directly to the consumer, on a hot summer day or at a high prole event will instill brand recognition, in turn making it a favorable pick when the consumer purchases a sports drink at their favorite retail location. During this time, Media will also implement a strategic public relations program in addition to other types of mediums including, new product launch events, charity tie-ins, in-store promotions and cross-promotional tie-ins that will carry over.

MARKETING STRATEGIES

Emperial Americas believes that the Companys sales and marketing strategy of leveraging the impact of advertising, public relations and consumer awareness for its brands across all media platforms with an emphasis on social marketing applications which at comparatively low cost investments gives it a signicant competitive edge.

Marketing Objectives

Establish a strong presence in the US market by taking advantage of the convergence of all forms of media as marketing formats which at an extremely limited cost to the company generate branding and consumer attention and activity:

Establish signicant high-margin sales Sustain high to premium margins Sales Forecasts

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Based on the market research undertaken, strategies developed and existing customer relationships, the following sales forecasts were developed (in units):

PRODUCT 2010/2011 2012 2013 2014

Tequila Distinguido 3,250 9,100 16,800 21,000

Don Contreras Reserva 3,000 15,000 20,000

Don Jose Mixto 600 5,000 7,500

Broken Barrel Bourbon 1,000 2,000 5,000

TOTAL 3,250 13,700 38,800 53,500

The marketing approach will demonstrate the benets of the Emperial Americas products. Emphasis will be placed on how the brands create superior cocktails mixability. The key to the marketing strategy is to identify the top ten accounts within the top ten markets and work with the decision-makers who have the authority to acquire new brands. We refer to this as our Top 10 Rule. These individuals can be reached through personal selling, direct mailings, trade shows and business calls. Other marketing strategies will include, but are not limited to:

Social Media Marketing Interactive Consumer WebSite - Tequila Nation Radio and Television Advertising Print & Billboard Advertising National Spectator Sporting Sponsorships (Indy Lights, Geico) Event Sponsorships Product Placement

Social Media Advertising/MarketingThe company will utilize all major social media marketing applications, such as YouTube, Facebook, Linkedin, Twitter, Squidoo and Blogger to create and position its products at the consumer level. The company will produce highly entertaining web based television commercials featuring our brands. A unique production concept utilizing a special character or spokesperson (such at the Geico Gekko) for the Company has been developed through its Dallas based Advertising Agency. This creative concept will be launched on YouTube, and later on Broadcast Television and Cable. These commercials are designed to drive trafc to the new consumer site, Tequlia Nation.

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Upcoming Consumer Website

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Traditional Media Advertising/MarketingThe creative concept described above will also be developed in a radio and television broadcast camping utilizing 30-second and 60-second commercial announcements that will run during the industrys peak periods: May, June, July and October, November and December on key radio, television and cable networks.

Additionally print ads that mirror the broadcast ads will also be placed in key publications through our target market area to support our electronic media campaign. Our print advertising mediums will focus on lifestyles magazines and trade publications which best support our brands philosophies and positioning.

Event SponsorshipsThe companys primary focus is to sponsor grassroots type events that allow our consumers to reach out and touch our products. Some of the events we have already secured include:

Birds of Prey Downhill ChampionshipBeaver Creek, Colorado

Latin Grammy Awards Los Angeles, California

Houston Livestock & Rodeo BBQ Cook-offHouston, Texas

South by SouthwestAustin, Texas

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On-Premise PromotionsContinuing with the company philosophy of grassroots marketing concepts, On-Premise promotions will be a vital part of our on-going marketing efforts. Our Social Media campaign through our consumer website will drive trafc to these events. Utilizing our special character from the TV campaign and professional fashion models the Company will be very high prole and the top nite spots in our target markets.

National Spectator Sports Sponsorships

AMF/Miss Geico Racing Team Sponsorship

Emperial Americas, Inc. has entered into a sponsorship agreement with AMF/Miss Geico Racing for Tequila Distinguido.

The AMF/Miss GEICO Race Team is the 6 time World Offshore Extreme Class Champion and the largest offshore racing team in the world. The current Miss GEICO boat is a neon green turbine powered (3800 horsepower) 51 catamaran weighing over 15,000 pounds and attaining speeds in excess of 210 mph. The Miss GEICO Race Team is based in Riviera Beach, FL and has been in existence since 2004. The partners of the Miss GEICO Race team include Gary Goodell, Marketing Director, Gary Stray, Racing Director, Marc Granet, Driver, Scotty Begovich, Throttleman, and Scott Colton, Managing Partner. The team participates in 14 National Boat Shows, 12 National and World Championship Offshore Races, and over 12 Charitable events per year.

In addition to the Miss GEICO Race boat the team also features a 41 Race boat (which will become the Distinquido Race Boat), a 38 Caveman Cigarette VIP boat, a 36 Safety Boat, 2 NASCAR Haulers and a fleet of Kenworth trucks that transport all the boats and racing equipment.

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In addition to the race exposure the Miss Geico Distinquido boat will be made available during race events to the Company for on-premise account promotions to allow consumers to see it up close. The sponsorship will continue through this season and into the 2013 season as well, which is being broadcast on FOX TV.

Indy Lights Sponsorship

Emperial Americas, Inc. has entered into a sponsorship agreement with Hillenburg Motorsports for an Indy Lights sponsorship (a developmental automobile racing series sanctioned by IndyCar).

Indy Lights was founded in 2002 and is afliated with the well-known INDYCAR and Mazda Road to Indy. The Firestone Indy Lights series is the main stepping stone for drivers and teams wanting to complete in the premier IZOD Indy Car Series and Indianapolis 500.

Graduates from this highly successful series include Marco Andretti, Ana Beatriz, Ed Carpenter, J.R. Hilldebrand, Jay Howard, Mario Romancini and Raphael Matos. The highlight race of the Indy Lights schedule will be televised and/or streamed live on IndyCar.com and on Versus at least 13 races per season.

Hillenburg Motorsports racing team began as a hobby for owners Russell and Roy Hillenburg. Hillenburg soon started a team with Darryl Willis as driver, quickly launching into record-setting statistics a a two time SCCA national champions while setting 7 trace records in 2011 alone. At the end of 2011, they decided to pursue owning a professional team beyond that of the club level with Darryl Willis as their driver.

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Product Placement (Television and Film)

Products that appear in lms, television series and music videos have accounted for more than 90 percent of the value of this advertising phenomenon. Music Videos are our global reach. MTV reaches 387 million, VHI 86 million and BET 76 million. With a strong media push we will secure the next generation of premium spirits connoisseurs thus creating a larger audience.

Organizationl Plan

Emperial Americas is creating premium brands; therefore, developing a certain collection is essential. To cultivate our collection of premium brands, we must take a discretionary approach. We do not feel this can be achieved through traditional mass advertising. Our model is restricted to our distinguished market approach, online brand identity and targeted event sponsorship initiatives within our rst year. Additionally, branding methods including product placement, strategic partnerships, custom retail programming, large scale targeted advertising and expansion into global markets will commence in our second and third years only after we have achieved critical brand foundations.

Financial Plan

Underlying AssumptionsManagement believes by participating in an attractive and growing industry that the company benets from a number of favorable trends.

Sales invoices to be paid when units dispatched from factory Creditors paid 15 days end of month Each months production is sold in the following month Factory operations are in Jalisco, Mexico Pay as you go has been assumed for income taxes

Financial Highlights (Best Case Scenario)Emperial Americas growth estimates are moderate compared with the growth rates exhibited by selecting peers during their rst ve full years in the market with expectations of sales continuing to grow over the projected period.

Cash positive in each year of operation Emperial Americas cash surplus reinvested into the brand portfolio

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Critical Risks and Problems(see Appendix B for detailed description)

Risk Dimension Perceived RiskDevelopment ZeroManagement Low/Moderate

Marketing Low/ModerateFinancial Low/ModerateValuation LowFinancing Low/Moderate

Exit Low/Moderate

APPENDIX A - Critical Risks and Problems

Development Risk is currently assessed as zero due to the commercialization of existing product, Tequila Distinguido.

Management Risk is assessed as Low/Moderate. Although there is a strong team in place, there is always a risk of human relationships souring over time. The team is familiar with all facets of the project and are condent that, should one member be replaced, the skills required to ll that void can be found within the team. This would be a short-term solution and our management team will recruit a person with the same level of experience to ll the open position. In addition, all management team members have had bottom line responsibility and have successful track records in developing protable business ventures.

Marketing Risk is assessed as Low/Moderate The initial marketing risk is moderate because of the lack of funds. However, as these products are new to the market, the broader market will need to be educated in the features and benets of both products. This will involve time, effort and capital but will be assisted greatly with the current grassroots efforts of the management team.

Valuation Risk is currently assessed as Low. The risk that the investor pays too much for the venture is off set as

Investor funds are in tranches, and The agreement with the Contreras family is currently in place and provides a base

from which to work.

Financing Risk - Low/Moderate, This venture is not susceptible to fluctuating interest rates.

Exit Risk - Low/Moderate Given the forecast sales, the solid returns, and the planned IPO or Trade Sale strategy, the exit risk for the investor is assessed to be moderate to low.

Source and Application of Funds

Application

Investor Equity$1,200,000

Operations and Marketing$ 700,000Working Capital$ 500,000

Investor Equity$1,300,000

Additional Brands$ 800,000Raw Materials$ 200,000Working Capital$ 300,000

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APPENDIX B

SWOT ANALYSIS

The following SWOT analysis captures the key strength and weaknesses within the company and describes the opportunities and threats facing Emperial Americas.

Strengths

Our portfolio consists of some of the most distinguished brands in the market today. The brands in our portfolio serve as the backbone to our company. Our flagship brand Tequila Distinguido, has already shown great promise in the high end tequila sector, Emperial Americas has additional higher-growth and higher-margin brands that sustain our ability to penetrate some of the fastest-growing categories and markets in the premium wine and distilled spirits industry.

Strict nancial discipline.

The management team of Emperial Americas all share the same philosophy of spending corporate resources wisely. We have a long-term view and patient approach that enables us to balance risk and reward. We maintain a conservative capital structure that emphasizes stability over volatility. The management team stays abreast of the governmental and social issues that affect our business. Under this philosophy we invest in our brands and people, make opportunistic investments and acquisitions, and return value to our shareholders.

Weaknesses

Undeveloped presence.Emperial Americas as new company in the premium distilled spirits supplier market will excel for many reasons. Currently operating in Texas, Illinois and Florida Emperial Americas is still consider to be in the infancy stages of brand development. Coupled with a strong organizational structure and key relationships in our distinguished markets, Emperial Americas will acquire signicant market share by creating and implementing a solid strategic sales, marketing and distribution infrastructure for our brands. To make our brands strong, we will take the time necessary and dedicate resources behind each brand.

Competition from other suppliers which operate in our distinguished markets. Emperial

Americas competes with spirit companies across a wide range of consumer drinking occasions. Increased competition and unanticipated actions by competitors or customers could lead to downward pressure on prices and/or a decline in Emperial Americas market share in any of these categories. Emperial Americas has a leadership team of very experienced business leaders who collectively have many years of experience in the industry managing our business segments and distinguished markets. We are condent that this assortment of talent will insure our growth and stability in the wine and spirits industry.

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Opportunities

The customers palate is premiumization.Research shows that there is a strong and growing market that is available to be tapped which is evident given that many of the top industry brands of wine and distilled spirits enjoying signicant popularity today were all but non-existent 5 to 10 years ago. Consumers are open to trying new brands. Likewise, people will trade up to a better product because they are aspirational. emperial is able to capitalize on this phenomenon in all of its branding and marketing efforts to insure signicant organic growth and sustained shareholder value.

Solid growth in a slowing economy.Consumption of wines and spirits has not declined during challenging economic times as evident through market share gains despite a slowing economy. Consumer interest in the cocktail culture continues to strengthen. Specically, research shows that consumers cannot get enough of Mexicos native spirit and the growing love for tequila. Emperial Americas rst product launch is Tequila Distinguido. Distinguido captures the market by satisfying not only the growing interest in tequila and cocktails but the consumers desire for high-end premium brands.

Threats

Decline in social acceptability of wine and spiritsIn recent years, there has been increased social and political attention directed to the beverage alcohol industry. Emperial Americas believes that this attention is the result of public concern over problems related to alcohol abuse, including drink driving, underage drinking and health consequences from the misuse of alcohol. emperial seeks to be at the forefront of industry efforts to promote responsible drinking and combat misuse and works with other stakeholders to combat alcohol misuse. Emperial Americas approach is based on two principles: set world-class standards for responsible marketing and innovation; and promote a shared understanding of what responsible drinking means in order to reduce alcohol related harm.

Regulatory decisions and changes in the legal and regulatory environment.Emperial Americas operations are subject to extensive regulatory requirements which include those in respect of production, product liability, distribution, importation, marketing, promotion, labeling, advertising, and environmental issues. Changes in laws, regulations or governmental policy could cause Emperial Americas to incur material additional costs or liabilities that could adversely affect its business. Our management team has a number of years of experience in the industry and will continuously monitor changes in the regulatory and political environment as it relates to emperials business to insure we are able to proactively address any potential issues.

We Create Brands People Talk About

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emperial americas business plan 2012

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