As Filed With the Securities and Exchange Commission on October 26, 2012
Registration No. 333-183814

================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MIAMI DAYS CORP.

(Exact name of registrant as specified in its charter)

Nevada 5812 80-0832746
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

1504 Bay Road, Suite 924
Miami, Florida 33139

Telephone:(786)-222-7673

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Business Fillings Incorporated
8040 Excelsior Drive
Suite 200. Madison, WI 53717

Telephone: (800)-981-7183 or (608)-827-5300

(Address, including zip code, and telephone number, Including area code,
of agent for service)

Copies To:
David Lubin, Esq.
David Lubin & Associates, PLLC
10 Union Avenue
Suite 5
Lynbrook, NY 11563

Telephone: (516) 887-8200
Facsimile: (516) 887-8250
david@dlubinassociates.com

Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company: in Rule 12b-2 of the Exchange Act (Check one):

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

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Class Amount of Proposed Maximum Proposed Maximum Amount of
of Securities to be Shares to be Offering Price Aggregate Offering Registration
Registered Registered (1) per Share (2) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000.00 $11.46*
===========================================================================================================

(1) Pursuant to Rule 416(a) and (b), this registration statement shall be
deemed to cover the additional securities (i) to be offered or issued in
connection with any provision of any securities purported to be registered
hereby to be offered pursuant to terms which provide for a change in the
amount of securities being offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions and (ii) of the
same class as the securities covered by this registration statement issued
or issuable prior to completion of the distribution of the securities
covered by this registration statement as a result of a split of, or a
stock dividend on, the registered securities.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.

* Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PROSPECTUS

SUBJECT TO COMPLETION, DATED ______, 2012

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

MIAMI DAYS CORP.

10,000,000 SHARES OF COMMON STOCK

This is the initial offering of common stock of Miami Days Corp. and no public
market currently exists for the securities being offered. A public market may
never develop for the securities being offered, or, if a market develops, may
not be sustained.

We are offering for sale a total of 10,000,000 shares of common stock at a fixed
price of $0.01 per share in a direct public offering, without any involvement of
underwriters or broker-dealers. The offering does not require that we sell a
minimum number of shares; therefore not all of the shares may be sold. The
amount raised may be minimal and there is no assurance that we will be able to
raise sufficient amount to cover our expenses and may not even cover the costs
of the offering.

Our independent registered public accountant has issued an audit opinion
concerning our financial statements for the period ended July 31, 2012. which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern. Our ability to continue as a going concern is dependent on
our ability to raise additional capital and implement our business plan.

This Prospectus will permit our President to sell the shares directly to the
public, with no commission or other remuneration payable to him for any shares
he may sell. The shares are being offered at a fixed price of $0.01 per share
for a period of one year (unless extended for up to an additional six months in
the sole discretion of our board of directors) from the effective date of this
prospectus. The offering shall terminate on the earlier of (i) the date when the
sale of all 10,000,000 shares is completed, (ii) when the Board of Directors
decides that it is in the best interest of the Company to terminate the offering
prior the completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) one year after
the effective date of this prospectus, unless extended for up to an additional
six months in the sole discretion of our board of directors.

We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").

Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $ 0.01 Not Applicable $100,000.00
Total $ 0.01 Not Applicable $100,000.00

Miami Days Corp. is a development stage company and has recently started its
operations. Any investment in the shares offered herein involves a high degree
of risk. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS
ENTITLED "RISK FACTORS" BEGINNING ON PAGE 5 BEFORE BUYING ANY SHARES OF MIAMI
DAYS CORP.'S COMMON STOCK.

As of October 23, 2012, our current cash on hand is $145.78. We use funds at a
current monthly rate of $2,000 and expect that we will continue to use funds at
this rate during and after the offering period. At this rate we did not have
sufficient funds to operate without any additional capital. We must raise
additional capital in order to continue our operations and to implement our
business plan. We need no less than $2,000 a month in order to continue
operations.

There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.

Any funds received as a part of this offering will be immediately deposited into
the company's bank account and be available for our use. We have not made any
arrangements to place funds in an escrow, trust or similar account for general
business purposes as well as to continue our business and operations. If we fail
to raise enough capital to commence operations investors may lose their entire
investment and will not be entitled to a refund.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE
IS NOT PERMITTED.

The date of this prospectus is ____________, 2012

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5
RISK FACTORS 5
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 15
DESCRIPTION OF BUSINESS 21
FACILITIES 24
EMPLOYEES AND EMPLOYMENT AGREEMENTS 25
LEGAL PROCEEDINGS 25
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 25
EXECUTIVE COMPENSATION 26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27
PLAN OF DISTRIBUTION 28
DESCRIPTION OF SECURITIES 30
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES 32
LEGAL MATTERS 32
INTERESTS OF NAMED EXPERTS AND COUNSEL 32
FINANCIAL STATEMENTS 33
AVAILABLE INFORMATION 33
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 33
INDEX TO THE FINANCIAL STATEMENTS F-1

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "MIAMI DAYS CORP." REFERS TO MIAMI DAYS CORP. THE FOLLOWING SUMMARY
IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN
INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

MIAMI DAYS CORP.

We were incorporated in the Sate of Nevada on July 5, 2012. We are a development
stage company which is in the business of preparing and selling fast food. We
have no revenues and have limited operating history. Miami Days Corp. was
incorporated in Nevada on July 05, 2012. Our principal executive office is
located at Suite 924, 1504 Bay Road, Miami, Florida 33139. Our phone number is
(786)-222-7673. We intend to use the net proceeds from this offering to develop
our business operations (See "Description of Business" and "Use of Proceeds").
To date we have incorporated our company and paid the state fees. We have
prepared a business plan and have executed an agreement with Slavko Didic to
rent a food outlet with an office at the rear in order to conduct our business
at Save Jovsica 9E, Zvezdara 11000, Belgrade, Serbia. We have purchased a chest
freezer Gorenje FH330W which we intend to use for storing raw food items. We
have also purchased an Internet domain name. Currently, we are proceeding with
development of our company website and conducting market research related to the
business market related to food and restaurants.. We have also researched
government regulations applicable to our proposed business. The Company's goal
is to prepare and sell fast food in the Balkan region, particularly in the
countries of Serbia, Montenegro and Croatia. Later, subject to financing, we
plan to expand into the USA, particularly the states of Florida and Illinois, in
order to provide the settled Balkan communities and wider American community
with authentic and traditional Serbian fast food, which includes barbequed beef,
pork, lamb, chicken, hamburgers, cheeseburgers, minced meat pies, French fries
and traditional Serbian salads, pickles and garnish. Expanding into the U.S.
market is beyond our 12-month plan of operations. We currently estimate that we
will not be able to expand our operations to the US market fortwo years
andadditional costs of entering US markets to be $20,000 We plan to fund any
proposed expansion with additional sales of our common stock or from director
loans. There are no guarantees that this financing will be available to us.
Additional obstacles to such expansion include but are not limited to:
developing additional marketing campaigns, investigating and complying with US
government regulations, purchasing new equipment and hiring qualified staff.

We have never intended and do not intend to be a blank check or shell company.
We have a specific business plan and do not intend to engage in any merger,
acquisition or business reorganization with any entity. The Company has a very
specific business plan and has commenced its operations. From inception until
the date of this filing, we have had limited operating activities. Our financial
statements from inception (July 5, 2012) through the year ended July 31, 2012,
reports no revenues and a net loss of $325. We require a minimum funding of
$25,000 to conduct our business over the next 12 months, and if we are unable to
obtain this level of financing, our business may fail. We have determined that
$25,000 is the minimum amount required to establish, equip and furnish one
initial restaurant in Serbia , and to establish, equip and furnish a new company
office. We have additional long term financing requirements of $20,000 over the
next two years, which is necessary to continue operations and to implement our
plan of operations.If we are successful at raising this minimum amount, we will
be able to continue operations for 12 months and open one pilot restaurant.

We do not anticipate earning revenues until we enter into commercial operation.
Since we are presently in the development stage of our business, we can provide
no assurance that we will successfully effectuate our business plan or assemble,
construct and sell any products or services related to our planned activities.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

Our sole officer and director currently intends to only devote approximately 20
hours per week to our business and operations. We intend to hire a local manager
within the first 12 months of operations, however until then our sole officer
will be managing a restaurant located in Serbia while our principal office is
currently located in Florida.

THE OFFERING

The Issuer: MIAMI DAYS CORP.

Securities Being Offered: 10,000,000 shares of common stock

Price Per Share: $0.01

Duration of the Offering: The offering shall terminate on the earlier of:
(i)the date when the sale of all 10,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of the board of directors.

Net Proceeds $100,000.00

Securities Issued and
Outstanding: There are 4,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our sole officer and director,
Bojan Didic

Registration Costs We estimate our total offering registration costs
to be approximately $10,000.00

Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.

SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial
statements for the period from July 05, 2012(Inception) to July 31, 2012.

FINANCIAL SUMMARY
July 31, 2012 ($)
-----------------

Cash and Cash Equivalents 7,775.00
Total Assets 7,775.00
Total Liabilities 4,100.00
Total Stockholder's Equity 3,675.00

STATEMENT OF OPERATIONS

Accumulated From
July 05, 2012
(Inception) to
July 31, 2012 ($)
-----------------

Total Expenses 325.00
Net Loss for the Period (325.00)
Net Loss per Share 0.00

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including in the documents
incorporated by reference into this prospectus, includes some statements that
are not purely historical or do not relate to present facts or conditions which
may be considered as forward-looking statements." Such forward-looking
statements include, but are not limited to, statements regarding our Company and
management's expectations, hopes, beliefs, intentions or strategies regarding
the future, including our financial condition, results of operations, and the
expected impact of the offering on the parties' individual and combined
financial performance. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
"anticipates," "believes," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "possible," "potential," "predicts,"
"projects," "seeks," "should," "will," "would" and similar expressions, or the
negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.

RISK FACTORS

In addition to the other information in this prospectus Miami Days Corp. has
identified a number of risk factors that the Company faces. You should carefully
consider the risks described below and the other information in this prospectus
and our financial statements and related notes before investing in our common
stock. Investors should be aware of the existence of these factors and should
consider them carefully in evaluating our business before purchasing the shares
offered in this prospectus.

An investment in our common stock involves a high degree of risk. The trading
price of our common stock, when and if we trade at a later date, could decline
due to any of these risks, and you may lose all or part of your investment.

RISKS ASSOCIATED TO OUR BUSINESS

OUR SHORT OPERATING HISTORY MAKES OUR BUSINESS DIFFICULT TO EVALUATE

We are a development stage company, with no significant history of operations.
We were incorporated on July 5, 2012, and we are a startup company with very
little operating history. Our business is in the early stage of development and
we have not generated any revenues to date. Significant additional development
and marketing of our business is necessary prior to our achieving revenues or
profitability.

Accordingly, we have a limited operating history upon which to base an
evaluation of our business and prospects. We may not successfully implement all
or any of our business strategies or successfully address the risks and
uncertainties that we encounter. These potential uncertainties include, but are
not limited to, unanticipated problems relating to the ability to generate
sufficient cash flow to operate our business, and additional costs and expenses
that may exceed current estimates. Prior to having an inventory of products to
sell, we anticipate that we will incur increased operating expenses without
realizing any revenues. We expect to incur significant losses into the
foreseeable future. We have determined our monthly "burn rate" to be $2,000. We
recognize that if the effectiveness of our business plan is not forthcoming, we
will not be able to continue business operations. There is no history upon which
to base any assumption as to the likelihood that we will prove successful, and
it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.

WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE
MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.

We need the proceeds from this offering to start our operations. Our offering
has no minimum. Specifically, there is no minimum number of shares that needs to
be sold in this offering for us to access the funds. Given that the offering is
a best effort, self-underwritten offering, we cannot assure you that all or any
shares will be sold. We have no firm commitment from anyone to purchase all or
any of the shares offered. We may need additional funds to complete further
development of our business plan to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. We anticipate that we must
raise the minimum capital of approximately $25,000to commence operations for the
12-month period and pay offering expenses and expenses for maintaining a
reporting status with the SEC. Therefore, if we sell less than a quarter of the
shares in this offering, we will need additional funding to complete further
development of our business plan. As of the date of this prospectus, we have not
taken any steps to seek additional financing other than this offering. There is
no assurance that any additional financing will be available or if available, on
terms that will be acceptable to us. We have additional long term financing
requirements of $20,000 over the next two years, which is necessary to continue
operations and to implement our plan of operations.

BECAUSE OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS HAVE ISSUED A GOING
CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE
OPERATIONS, IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our independent registered public accountants have issued a going concern
opinion. This means that there is substantial doubt that we can continue as an
ongoing business for the next twelve months. The financial statements do not
include any adjustments that might result from the uncertainty about our ability
to continue in business. As such we may have to cease operations and you could
lose your investment. If we are unable to obtain additional working capital our
business may fail.

AS WE ARE A DEVELOPMENT STAGE COMPANY, OUR FAILURE TO SECURE ADDITIONAL
FINANCING MAY AFFECT OUR ABILITY TO SURVIVE.

We will require additional financing in order to establish profitable operations
such financing may not be forthcoming. We currently have no arrangements for any
financings other than this offering. Even if additional financing is available,
it may not be available on terms we find favorable. Failure to secure needed
additional financing will have a very serious effect on our ability to develop
operations or maintain our business.

OUR SOLE OFFICER AND DIRECTOR RESIDES IN THE U.S. AND MAY NOT BE ABLE TO FULLY
MONITOR OUR DAILY OPERATIONS IN A FOREIGN COUNTRY.

While we plan to hire a local manager in the following twelve months, until we
are able to locate and hire a qualified manager, while our sole officer resides
in the U.S. it may be difficult for him to operate the Company's place of
business in Serbia as he will not be able to supervise and monitor daily
business operations which may have an adverse affect on our operations.

WE ARE DEPENDENT UPON LOANS FROM OUR SOLE OFFICER AND DIRECTOR.

We have been utilizing and may utilize funds from Bojan Didic, our sole officer
and director, who has informally verbally agreed to advance funds to allow us to
pay for offering costs, filing fees, professional fees, including fees payable
in connection with the filing of this registration statement and operating
expenses. There is no maximum amount of funds that Mr. Didic has agreed to

advance. Mr. Didic has no formal commitment, arrangement or legal obligation to
advance or loan funds to us. As of October 23, 2012, Mr. Didic advanced us
$6,300.00. This loan is non-interest bearing, unsecured and due on demand. If
Mr. Didic should decide not to continue advancing funds to us, or to advance
funds when needed we will not have such funds for our operations and to
effectuate our business plan. Mr. Didic can demand repayment of the outstanding
loans at any time. If Mr. Didic demands payment prior to us generating revenues
or raising other funding, we may not have funds sufficent to make such repayment
which would result in our defaulting on such loan and our company may become
insolvent and we may not have funds necessary for our operations. We may also
not be able to pay for the expenses involved in the registration process.

OUR SOLE OFFICER AND DIRECTOR DOES NOT CURRENTLY RECEIVE ANY COMPENSATION FOR
SERVICES PROVIDED TO THE COMPANY.

Bojan Didic, our sole officer and director currently devotes approximately
twenty hours per week to manage the affairs of the Company. He has agreed to
work with no remuneration until such time as the Company receives sufficient
revenues necessary to provide management salaries. At this time, we cannot
accurately estimate when sufficient revenues will occur to implement this
compensation, or what the amount of the compensation will be. If we are unable
to compensate Mr. Didic in the future, he may not agree to remain with the
Company, and the loss of our sole officer and director would adversely affect
our operations. Additionally, as the sole member of management, Mr. Didic will
have the discretion to set compensation and may decide to pay himself salary at
any time, thereby diverting funds needed for operations. There is a potential
conflict of interest in that our director and officer has the authority to
determine issues concerning management compensation which may not be in the best
interests of the Company or its shareholders.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH WILL ULTIMATELY
RESULT IN A CESSATION OF OPERATIONS.

We currently have no customers to purchase any products from us or services. We
have not identified any customers and we cannot guarantee we ever will have any
customers. Even if we obtain customers, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we will have to suspend or
cease operations. Entire investment into this company is likely to be lost if we
cannot provide goods and services at prices which generate profit.

FAILURE OF THIRD PARTIES, THAT ARE RELATED TO OUR BUSINESS, TO PROVIDE RELIABLE
SERVICES OR PROVIDE QUALITY PRODUCT IN A TIMELY MANNER COULD CAUSE DELAYS IN THE
DELIVERY OF OUR SERVICES AND COMPLETION OF OUR PROJECTS, WHICH COULD DAMAGE OUR
REPUTATION, HAVE A NEGATIVE IMPACT ON OUR RELATIONSHIPS WITH OUR CUSTOMERS AND
ADVERSELY AFFECT OUR GROWTH.

Our success depends on our ability to make sales, provide services and complete
projects in a timely manner, which in part could depend on the ability of third
parties to provide us with timely and reliable products and services. In making
sales and providing services, we rely on products that meet our needs and
specifications. The warranties provided by our possible third-party suppliers
typically limit any direct harm we might experience as a result of us relying on
their products and services. Miami Days Corp. will need to engage a firm that
will supply maintenance works and repairs to the company's equipment,
refrigeration and heating units. A refrigerated food cabinet, freezer chest,
aspirator, air conditioning unit, heating and cooking appliances are expected to
be within the basic standard list of company's inventory which will need to be
regularly serviced and sustained by a third party or a contractor. We expect to
have a supplier of meet. Our company will be dependent on quality of butcher's
products, and efficiency of his service and quality of his meet is likely to
have a direct impact on the business. There can be no assurance that a supplier
will be willing or able to fulfill its contractual obligations and make
necessary repairs or replace equipment that we may use. In addition, warranties
generally expire within one to five years or may be of limited scope or provide
limited remedies. If we are unable to avail ourselves of warranty protection, we
may incur liability to our clients or additional costs related to the affected
services or products, including costs and expenses to resolve the problem, which
could have a material adverse effect on our business, financial condition and
operating results.

Moreover, any delays, malfunctions, inefficiencies or interruptions in these
products or services -- even if covered by warranties -- could adversely affect
the quality and performance of our work. This could cause us to experience
difficulty retaining current clients and attracting new customers, and could
harm our business, reputation and growth. In addition, any significant
interruption or delay by our suppliers in delivery of services or products on
which we depend could require us to expend considerable time, effort and expense
to establish alternate sources for such products and services.

THE NATURE OF OUR BUSINESS EXPOSES US TO POTENTIAL LIABILITY CLAIMS AND CONTRACT
DISPUTES WHICH MAY REDUCE OUR PROFITS. Although we have not been party to any
legal claims against us, we may in future be named as a defendant in legal
proceedings where parties may make a claim for damages or other remedies with
respect to our projects or other matters. Miami Days Corp. may be exposed to
personal injury claims that arise from ingestion of allegedly bad food, as well
as claims for damages. Such a legal demand may arise from a customer or a
worker. Company could also find itself in a legal dispute of a contractual
agreement with a supplier or an employee. If it is determined that we have
liability, we may not be covered by insurance or, if covered, the dollar amount
of these liabilities may exceed our policy limits. Any liability not covered by
our insurance, in excess of our insurance limits or, if covered by insurance but
subject to a high deductible, could result in a significant loss for us, which
claims may reduce our profits and cash available for operations.

THE FAST FOOD BUSINESS IS HIGHLY COMPETITIVE AND THERE IS NO ASSURRANCE THAT WE
WILL BE ABLE TO COMPETE EFFECTIVELY.

Fast food is a vibrant business market and competition is high. We are going to
work in an industry which is highly competitive and serviced by various small,
medium and large companies. When we rate competition as high, we mean that
chances of a potential customer to go to another food outlet and not to Miami
Days is high. Some of the competitors may have lower overhead cost structures by
having already acquired large turnover and maybe able to provide their products
and services at lower rates than us. There can be no assurance that our company
will not encounter increased competition from some new market entrants that may
be significantly larger and have greater financial and marketing resources.
Miami Days Corp. is entering the fast food restaurant market in a small
capacity, we will compete for sales with numerous companies where many of them
already have built client base and have established and spread their advertising
and marketing campaign. In addition, same existing and future competitors may
seek to gain or retain market share by reducing their product and service prices
while being able to increase their volumes of sales. In that case our company
may be needing to lower its own prices of it's products and services, which may
adversely affect operating results..

THE FOOD INDUSTRY IS SUBJECT TO GENERAL ECONOMIC CONDITIONS.

The Company believes that our industry is sensitive to economic conditions,
including national economic changes, regional conditions in business, local and
international low downs in the food industry, food production, in advertisement
and marketing, commercial activity, etc. In addition, our company's operating
results may be adversely affected by increases in interest rates that may lead
to a decline in economic activity. There can be no assurance that adverse or
other economic or competitive conditions, both in the Balkans and the US., will
not have a material adverse effect on our business operating results and
financial condition.

AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.

Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.

BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our sole Chief Executive Officer and director, Mr. Bojan Didic, will only be
devoting limited time to our operations. Mr. Didic intends to devote
approximately twenty hours per week to our affairs. Because our sole officer and
director will only be devoting limited time to our operations, our operations
may be sporadic and occur at times which are convenient to him. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a possible cessation of operations. It is possible that the
demands on Bojan Didic from his other obligations could increase with the result
that he would no longer be able to devote sufficient time to the management of
our business. In addition, Mr. Didic may not possess sufficient time for our
business if the demands of managing our business increase substantially beyond
current levels.

BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 100% OF THE COMPANY'S SHARES AND WILL
OWN 28.57% UPON THE SUCCESSFUL COMPLETION OF THIS OFFERING, HE WILL MAKE AND
CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.

As of the date of this prospectus, Mr. Didic, our sole officer and director,
owns 100% of the company's shares and will own 28.57% of our common stock if all
of the shares registered as part of this offering are sold. Accordingly, he will
have significant influence in determining the outcome of all corporate
transactions or other matters, including the election of directors, issuance of
additional shares, mergers, consolidations and the sale of all or substantially
all of our assets, and also the power to prevent or cause a change in control.
The interests of Mr. Didic may differ from the interests of the other
stockholders and may result in corporate decisions that are disadvantageous to
other shareholders. For example, the future issuance of additional shares may
result in substantial dilution in the percentage of our common stock held by
existing shareholders.

BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR
INVESTMENT REGARDLESS OF THE NUMBER OF SECURITIES SOLD IN THE OFFERING.

Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription. If that happens, you will lose your investment
and your funds will be used to pay creditors.

THE FAST FOOD BUSINESS WE INTEND TO OPERATE IS DEPENDENT ON RAPID TURNOVER AND
CUSTOMER SATISFACTION.

Raw food that we buy will have limited shelf life, turnover has to happen in a
relatively short period of time, otherwise losses will occur. This puts a
considerable risk on the business. Ready food is subject to evaluation by the
consumer immediately; business of ready to eat food can be exposed to bad
criticism and anti advertising very fast.

ANTICIPATED COSTS MAY CHANGES AND UNLESS WE ARE ABLE TO GENERATE REVENUES TO
COVER OUR RAW MATERIALS AND OPERATING COSTS, OUR BUSINESS WILL FAIL.

We have substantial concerns about our future food and drinks sales. We do not
knowwhether we will be able to generate revenues sufficient to cover the costs
of running our fast food business. The money we spend on raw products such us
raw meat, vegetables, pickles, sauces, oils, cheese, fruits, syrups, water and
so forth as well as the cost of equipment, salaries, rent and utilities could be
greater than the revenue we receive from selling our processed and prepared food
and drinks. Anticipated milestones in our first year of business operations are
subject to changes. For example expected prices on equipment can end up being
greater than stated in our plan of operations and equiping the office, kitchen,
setting up the working area, hiring cooks, a sales team, cleaners, employing a
manager, getting the company website up and running and entering into formal
agreements could take longer than planned. Also, the rise in the cost of raw and
other food products will have an adverse effect on our profitabilty, if any. We
may be unable to raise prices on our sale of foods since we plan to operate in
the fast food market which may not bear higher prices. If we are unable to cover
such operating or rising food costs, our business will fail. In addition, any
unforeseen problems with any of these factors can have an adverse effect on our
business.

THE SUCCESS OF OUR FOOD OUTLETS IS DEPENDENT UPON BUILDING AND MAINTAINING A
CUSTOMER BASE FOR SERBIAN CUISINE.

We are not sure if customers in the United States will take to Serbian cuisine
while potential customers in the Balkans might already be overwhelmed with the
wide choice of similar authentic fast food already available throughout the
region. If we are unable to develop and maintain customer loyalty we will not be
able to generate sales and our fast food business will not succeed.

RISKS ASSOCIATED WITH THIS OFFERING

WE ARBITRARILY DETERMINED THE PRICE OF THE SHARES OF OUR COMMON STOCK TO BE SOLD
PURSUANT TO THIS PROSPECTUS, AND SUCH PRICE DOES NOT REFLECT THE ACTUAL MARKET
PRICE FOR THE SECURITIES. CONSEQUENTLY, THERE IS AN INCREASED RISK THAT YOU MAY
NOT BE ABLE TO RE-SELL OUR COMMON STOCK AT THE PRICE YOU BOUGHT IT FOR.

The initial offering price of $0.01 per share of the common stock offered
pursuant to this prospectus was determined by us arbitrarily. The price is not
based on our financial condition or prospects, on the market prices of
securities of comparable publicly traded companies, on financial and operating
information of companies engaged in similar activities to ours, or on general
conditions of the securities market. The price may not be indicative of the
market price, if any, for our common stock in the trading market after this
Offering. If the market price for our stock drops below the price which you
paid, you may not be able to re-sell out common stock at the price you bought it
for.

Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on
the OTCBB a market maker must file an application on our behalf to make a market
for our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, and there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
When/if our shares of common stock commence trading on the OTC Bulletin Board,
the trading price will fluctuate significantly and stockholders may have
difficulty reselling their shares.

As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. Our common stock may never be
quoted on the OTC Bulletin Board. When/if our shares of common stock commence
trading on the Bulletin Board, there is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our development efforts; (ii)
failure to meet our revenue or profit goals or operating budget; (iii) decline
in demand for our common stock; (iv) downward revisions in securities analysts'
estimates or changes in general market conditions; (v) technological innovations
by competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY
OF THE COMPANY'S SECURITIES.

The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. We are subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general

terms, institutions with assets in excess of $5,000,000.00 or individuals having
a net worth in excess of $1,000,000.00 or having an annual income that exceeds
$200,000.00 (or that, when combined with a spouse's income, exceeds
$300,000.00). For transactions covered by the rule, the broker-dealer must make
a special suitability determination of the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Effectively, this
discourages broker-dealers from executing trades in penny stocks. Consequently,
the rule will affect the ability of purchasers in this offering to sell their
securities in any market that might develop, because it imposes additional
regulatory burdens on penny stock transactions.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President Bojan Didic, who will receive no commissions. He will
offer the shares to friends, family members, and business associates. However,
there is no guarantee that he will be able to sell any of the shares. Unless he
is successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S
STOCKPRICE.

All of the outstanding shares of common stock held by the present officers,
directors, and affiliate stockholders are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Officers, directors and affiliates will be able to sell their
shares if this Registration Statement becomes effective. Rule 144 provides in
essence that a person who is an affiliate or officer or director who has held
restricted securities for six months may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock. There is no
limitation the amount of restricted securities that may be sold by a
non-affiliate after the owner has held the restricted securities for a period of
six months if the company is a current, reporting company under the 1934 Act. A
sale under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registration of shares of common stock of present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
Market makers are not permitted to begin quotation of a security whose issuer
does not meet this filing requirement. Securities already quoted on the OTCBB
that become delinquent in their required filings will be removed following a 30
to 60 day grace period if they do not make their required filing during that
time. We cannot guarantee that our application will be accepted or approved and
our stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Miami Days Corp. and anyone acting
on its behalf, with any market maker regarding participation in a future trading
market for our securities. If no market is ever developed for our common stock,
it will be difficult for you to sell any shares you purchase in this offering.
In such a case, you may find that you are unable to achieve any benefit from

your investment or liquidate your shares without considerable delay, if at all.
In addition, if we fail to have our common stock quoted on a public trading
market, your common stock will not have a quantifiable value and it may be
difficult, if not impossible, to ever resell your shares, resulting in an
inability to realize any value from your investment.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We plan to contact a market maker immediately following the close of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board. To be eligible for quotation, issuers must remain current in their
filings with the SEC. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. We estimate the anticipated
costs of being a public company to be approximately $10,000 per year. If we are
unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.

OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.

We have never operated as a public company. Bojan Didic, our sole officer, has
no experience managing a public company which is required to establish and
maintain disclosure controls and procedures and internal control over financial
reporting. As a result, we may not be able to operate successfully as a public
company, even if our operations are successful. We plan to comply with all of
the various rules and regulations, which are required for a public company.
However, if we cannot operate successfully as a public company, your investment
may be materially adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.

WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and
information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.

However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent

registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.

WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THE OFFERING.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 4,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01 The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company. The offering scenarios presented are for illustrative purposes
only, the actual amount of proceeds, if any, may differ. There is no assurance
that we will raise the full $100,000 as anticipated.

$25,000.00 $50,000.00 $75,000.00 $100,000.00
---------- ---------- ---------- -----------

Legal and professional fees $10,000.00 $10,000.00 $10,000.00 $10,000.00
(public company reporting costs)
Net proceeds $15,000.00 $40,000.00 $65,000.00 $90,000.00

The net proceed will be used:
Food tools, equipment $ 4,500.00 $13,500.00 $16,000.00 $23,000.00
Marketing, advertising $ 2,000.00 $ 3,000.00 $10,000.00 $15,000.00
Equipping the office $ 2,000.00 $ 2,000.00 $ 3,000.00 $ 4,000.00
Salaries $ -- $ 2,000.00 $ 8,000.00 $10,000.00
Inventory of row food products $ 1,500.00 $ 4,500.00 $ 8,000.00 $13,000.00
Rent $ 5,000.00 $15,000.00 $20,000.00 $25,000.00

Except for fixed costs, the amounts actually spent by us for any specific
purpose may vary and will depend on a number of factors. Non-fixed cost, sales
and marketing and general and administrative costs may vary depending on the
business progress and development efforts, general business conditions and
market reception to our services. Accordingly, our management has broad
discretion to allocate the net proceeds to non-fixed costs.

An example of changes to this spending allocation for non-fixed costs include
Management deciding to spend less of the allotment on equipment and more on
marketing. Such changes to spending may occur due to seasonal variations in
market demand for our services relative to when the funds are received.

Bojan Didic made a loan to Miami Days Corp. and if necessary Bojan Didic, our
sole officer and director, has verbally agreed to loan the company more funds to
complete the registration process. These loans would be necessary in case we
incur additional expenditures such as legal costs, audit costs and any other
costs to complete our registration process.We anticipate contining to incur
these expenses prior to our registration statement on Form S-1, of which this
prospectus is a part, becoming effective.. Nevertheless we will require full
funding to implement our complete business plan.

We will require a minimum funding of approximately $25,000.00 to conduct our
proposed operations for a minimum period of one year including costs associated
with this offering and maintaining a reporting status with the SEC.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. It is
not based upon an independent assessment of the value of our shares and should
not be considered as such. The price does not bear any relationship to our
assets, book value, earnings, or other established criteria for valuing a
privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our cash on hand and the amount
of money we would need to implement our business plan. Accordingly, the offering
price should not be considered an indication of the actual value of the
securities.

DILUTION

The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since the Company's inception on July 5, 2012. Bojan Didic, our
sole officer and director, paid $0.001 per share for the 4,000,000 common shares

Assuming completion of the offering, there will be up to 14,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.

Percentage of funding 100% 75% 50% 25%
--------------------- -------------- -------------- -------------- --------------

Amount of new funding $ 100,000.00 $ 75,000.00 $ 50,000.00 $ 25,000.00
Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01
Shares after offering 14,000,000.00 11,500,000.00 9,000,000.00 6,500,000.00
Book value before offering per share $ 0.0020 $ 0.0020 $ 0.0020 $ 0.0020
Increase per share 0.0057 0.0052 0.0044 0.0031
Book value after offering per share $ 0.0077 $ 0.0072 $ 0.0064 $ 0.0051
Dilution to investors $ 0.0023 $ 0.0028 $ 0.0036 $ 0.0049
Dilution as percentage 23% 28% 36% 49%

Based on 4,000,000 common shares outstanding as of August 01, 2012 and total
stockholder's equity of $4000 utilizing audited July 31, 2012 financial
statements.

Since inception, the officers, directors, promoters and affiliated persons have
paid an aggregate average price of $0.001 per common share in comparison to the
offering price of $.01 per common share.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION
AND RESULTS OF OPERATIONS TOGETHER WITH OUR CONSOLIDATED FINANCIAL STATEMENTS
AND THE RELATED NOTES AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS
PROSPECTUS. SOME OF THE INFORMATION CONTAINED IN THIS DISCUSSION AND ANALYSIS OR
SET FORTH ELSEWHERE IN THIS PROSPECTUS, INCLUDING INFORMATION WITH RESPECT TO
OUR PLANS AND STRATEGY FOR OUR BUSINESS AND RELATED FINANCING, INCLUDES
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. YOU SHOULD
REVIEW THE "RISK FACTORS" SECTION OF THIS PROSPECTUS FOR A DISCUSSION OF
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
RESULTS DESCRIBED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN
THE FOLLOWING DISCUSSION AND ANALYSIS.

We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
cash balance is $145,78 as of October 23, 2012. Our current cash balance will
not be sufficient to fund our operations for the next 12 months and to qualify
our minimum cash requirements necessary to fund 12 months of operations, if we
are unable to successfully raise money in this offering. We have been utilizing
and may utilize funds from Bojan Didic, our President, Treasurer, Secretary and
sole director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, professional fees, including fees payable in
connection with the filing of this registration statement and operation
expenses. There is no a maximum amount of funds that our President has agreed to
advance. Mr. Didic has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. In order to achieve our business plan
goals, we will need the funding from this offering.

Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues. If we are unable to obtain
additional working capital our business may fail. Accordingly, we must raise
cash from sources other than operations. Our only other source for cash at this
time is investments by shareholder in our company. We must raise cash to
implement our projected plan of operations.

No proceeds will be used as direct or indirect payments to Mr. Didic or his
affiliates.

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

PLAN OF OPERATION

We were incorporated in the State of Nevada on July 5, 2012. We have never
declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. Since incorporation, we have not
made any significant purchase or sale of assets. We are a development stage
company that has not generated any revenue and just recently started our
operations. To meet our need for cash we are attempting to raise money from this
offering. Even if we are able to raise enough money through this offering to
commence operations, we cannot guarantee that once operations commence we will
stay in business after doing so. If we are unable to successfully attract
customers we may quickly use up the proceeds from this offering.

We are in the fast food business. The corporation is at a development stage. The
company goal is to establish its market in the Balkan region, particularly in
the countries of Serbia, Montenegro and Croatia. Later we plan to expand into
the USA, particularly the states of Florida and Illinois, in order to provide
the settled Balkan communities and wider American community with authentic and
traditional Serbian fast food, which includes barbequed beef, pork, lamb,
chicken, hamburgers, cheeseburgers, minced meat pies, French fries and
traditional Serbian salads, pickles and garnish. We plan to generate revenue by
selling traditional Serbian fast food cuisine from a chain of fast food outlets.
We will be competing in the fast food market. We have never intended and do not
intend to be a blank check company or a shell company. We have a specific
business plan and do not intend to engage in any merger, acquisition or business
reorganization with any entity.

To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
run our operations but we cannot guarantee this. If we are unable to
successfully find customers we may quickly use up the proceeds from this
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering.

Upon completion of our public offering, which may take up to 180 days, our
specific goal is to profitably sell our products. Our plan of operations is as
follows:

12 MONTH PLAN OF OPERATIONS:

We currently expect to start generating revenue in the first month following our
12 month plan of operations. Currently our funds on hand are not sufficient to
conduct our plan of operations. We are dependent on the funds from this offering
and loans made by our sole officer and director to execute our plan of
operations. There can be no assurances that we will be able to obtain sufficient
funding, if at all. If we are not able to raise sufficient funds, our business
will be delayed or fail. The increased amount of funding,if any, will allow us
to open more locations, hire more workers, and improve our marketing. We believe
that as the level of funding increases so does the probability of our commercial
success.

Below are our business milestones with execution times and minimum cost.

MILESTONE 1
Search business location
a rental agreement/sign a lease
TIME FRAME - 1ST-2ND MONTH

MILESTONE 2
Establish office at the rented business premises.
Set it all up with furniture, computer, printer/scanner, all connections and
wiring: $2,000.00
Do any necessary fixing to the rented property in order it to be functional as a
food selling point with a company office located at the rear.
TIME FRAME - 3RD-4TH MONTH

MILESTONE 3
Add company profiles to Social Networks: Facebook Twitter and other business
Networks, Ziggs, Linkedin and similar sites.
Print business cards: $800.00
Start with a website development. Twelve month hosting, domain registration and
servers: $200.00
Pay rent and deposit: $2,000.00
TIME FRAME - 5TH MONTH

MILESTONE 4
Equip the product selling point and the kitchen with: shelves, tables and
cupboards $550.00
Purchase: Barbeque grill: $500.00, buy an aspirator: $350.00, refrigerator:
$350.00, freezer $300.00, buy a sink: $150.00, deep fryer: $150.00, pans and
plates: $900.00 purchase required professional cutlery, knifes and similar
equipment: $550.00, Any additional equipment: $400.00
Pay the rent: $1000.00
TIME FRAME - 6TH-8TH MONTH

MILESTONE 5
Buy any additional professional kitchen equipment $300.00
Develop the company site which will offer all the business and corporate
information to the public, with product information and marketing details
$1000.00
Pay the rent $1000.00
TIME FRAME - 9TH MONTH

MILESTONE 6
Employ a local manager/sign working agreement
Employ a cook/sign an agreement
Sign agreement with a cleaner
Launch a marketing campaign: $1000.00
Purchase products for food preparation and sales: $1,500.00
Pay rent: $1,000.00
TIME- FRAME 10TH-12TH MONTH

ESTIMATED 12 MONTH BUSINESS EXPENDITURE: $16,000.00

COMPLETE OUR PUBLIC OFFERING

We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand.

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.

LIMITED OPERATING HISTORY

There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.

RESULTS OF OPERATION

Since inception on July 5, 2012 we incorporated the company, have prepared a
business plan and entered into an Agreement with Slavko Didic. Slavko Didic is
the father of Bojan Didic, our sole officer and director. The Agreement is filed
as exhibit to this registration statement. Pursuant to the terms of the
agreement, Miami Days will rent space located at Save Jovsica 9E, Zvezdara 11000
Belgrade, Serbia from November 1, 2012 through November 1, 2013. The rent
payable to Slavko Didic as the landlord is $1,000.00 per month. If rent is not
paid we will have to pay an additional $100.00 After the expiration of the lease
term, the lease is automatically renewed month to month but either party can
terminate by providing the other with 30-days' notice. Slavko Didic has verbally
agreed to cover the rental cost if funds raised in the offering are insufficent.

Our loss since inception is $325.00 for filing costs related to the
incorporation of the Company. We have not meaningfully commenced our proposed
business operations and will not do so until we have completed this offering.

We have generated no revenue since inception due to the fact that we are a
development stage company and have not sold products or provided any services to
any client. Since inception, we have sold 4,000,000 shares of common stock to
our sole officer and director for gross proceeds of $4,000.00

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2012, the Company had $7,775.00 cash and our liabilities were
$4,100.00 comprising $4,100.00 owed to Bojan Didic, our sole officer and
director.

Since inception, we have sold 4,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $4,000.00

To meet a small part our need for cash we are attempting to raise money from
this offering. We cannot guarantee that we will be able to sell all the shares
required. If we are successful, any money raised will be applied to the items
set forth in the Use of Proceeds section of this prospectus. We will attempt to
raise the necessary funds to proceed with all phases of our plan of operation.
The sources of funding we may consider to fund this work include a public
offering, a private placement of our securities or loans from our director or
others. We have determined that our near term requirement is $25,000 (12
months), and our long term requirement is $45,000 (two years). If the Company is
unable to obtain such funding, it will be unable to effectuate its business plan
and will cease operations.

We are highly dependent upon the success of this offering. Therefore, the
failure thereof would result in the need to seek capital from other resources
such as taking loans from other third parties, which would likely not even be

possible for the Company. However, if such financing were available, because we
are a development stage company with no operations to date, we would likely have
to pay additional costs associated with high risk loans and be subject to an
above market interest rate. At such time these funds are required, management
would evaluate the terms of such debt financing. If the Company cannot raise
additional proceeds via a private placement of its equity or debt securities, or
secure a loan, the Company would be required to cease business operations. As a
result, investors would lose all of their investment.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.00

Should the Company fail to sell less than all its shares under this offering the
Company would be forced to scale back or abort completely the implementation of
its 12-month plan of operation.

SIGNIFICANT ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment. The financial
statements have, in our opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:

BASIS OF PRESENTATION

The Company reports revenues and expenses use the accrual method of accounting
for financial and tax reporting purposes. The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under

the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under ASC 740, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

DESCRIPTION OF BUSINESS

BUSINESS IN GENERAL

Miami Days Corp. is a newly formed company based in Serbia and registered in the
State of Nevada on July 5,2012. We are in the fast food business. The
corporation is at a development stage. Our objective is to establish a market in
the Balkan region, particularly in the countries of Serbia, Montenegro and
Croatia. Subject to financing, later we plan to expand into the USA,
particularly the states of Florida and Illinois, in order to provide the settled
Balkan communities and wider American community with authentic and traditional
Serbian fast food, which includes barbequed beef, pork, lamb, chicken,
hamburgers, cheeseburgers, minced meat pies, French fries and traditional
Serbian salads, pickles and garnish. We plan to generate revenue by selling
traditional Serbian fast food cuisine from a chain of fast food outlets.

To date we have incorporated our company and paid state fees. We have prepared a
business plan and have an agreement with Slavko Didic to rent a property in
order to conduct our business at Save Jovsica 9e, Zvezdara 11000, Belgrade,
Serbia. The Company has purchased a Gorenje chest freezer FH330W for use of
storing raw food products, and has also purchased an Internet domain name.
Currently, we are proceeding with development of our company website. We have
conducted market research of the business market related to food and
restaurants. and researched government regulations in relation to our type of
business. Expanding into the U.S. market is beyond our 12-month plan of
operations. We currently anticipate that expansion into the US will require an
additional year at a cost of $20,000, which will require us to obtain additional
funding. We plan to fund this expansion with additional sales of our common
stock or from director loans. There are no guarantees that this financing will
be available to us. Additional obstacles involved with any propsed US expansion
include but are not limited to developing additional marketing campaigns,
investigating and complying with US government regulations, purchasing new
equipment and hiring qualifed staff.

We have not opened a fast food outlet to date and our sole officer and director
has no prior experience opening or managing restaurants in Serbia. Subject to
sufficient financing, we paln to hire a local manager to, among other
thingstrain and manage employees. Currently we have limited funds on hand and we
rely on funding from this offering to implement our "12 month plan of
operations". We require additional funding to implement our "long term plan of

operations". If we are able to obtain additional financing and increase our
funding levels25%, 50%, 75% and 100% we plan to keep our plan of operations the
same and increase expenditures in the areas of: Tools and Equipment, Office
expenses, Raw foods, Marketing, Salaries and Rent. The exact amounts of
expenditures are outlined in "Use of Proceeds" section. We believe that
increased funding will allow us to open additional locations, hire more workers,
and improve our marketing and the probability of commercial success.

We currently anticipate completing our first fast food outlet in Belgrade, Sebia
and commencing operations of such outlet by October 2013. We anticipated costs
to complete this initial outlet to be $25,000.00 and annual operating costs
thereafter to be $20,000.00. Assumed costs and number of employees were drawn
while working on our Plan of Operations and the Use of Proceeds. We've also
concluded that it is likely to be less profitable to allocate greater part of
funds in order to buy a property outright. The company has drawn assumptions
after analyzingg an average salary rate in Belgrade and an average price of
business property for sale in Belgrade versus the average price of a business
property for rent in the city. Other assumptions were drawn from similar market
observaions of ususal costs of produst and services that are related to our
business.

The Company currently does not have sufficient funds to implement our planned
activities and will require additional financing. Since the Company has no
financial arrangements or plans currently in effect, its inability to raise
funds will have a severe negative impact on its ability to remain a viable
company and the Company will not be able to continue or expand operations.

Miami Days Corp. is intending to be unique in that it offers something
recognizable to the American consumer yet is also a product that is just
`foreign' enough to be viewed as an exotic spin on what is still essentially a
fast food meat and burger joint. From our research on the success of Hawaiian
and Mexican themed fast-food outlets we have concluded that the American market
might be open for the unique Balkan angle. But by placing our products first in
the Balkans we expect to avoid a situation of a possible rejection of our
product, as we believe that general population in the Balkans have already been
long accustomed to this type of food. Also, this region seems to have a cheap
labor force, and our start up operating cost are presumed to be cheaper to us as
a business in the Balkans than in the US. This we can establish especially by
looking at an average employee salaries and average prices of services that we
would typically require. We will need minimum of $25,000.00 to start initial
operations, which we plan to raise from the net proceeds of this offering.

DESCRIPTION OF PRODUCT

The `Pljeskavica' will be our initial main sale product: a half-pound slab of
grilled meat - a pork and beef compound mixed with a blend of herbs and spices -
slapped in a lightly toasted sesame seed bun and served with a generous side
portion of salad, pickles and garnish.
In the Balkans we get an impression that consumers don't like their food dry and
they seem to like to temper red meat with salads and spicy pepper garnishes.
http://en.wikipedia.org/wiki/Serbian_cuisine

Leading sales we will seek to have from offering of the Cevap, Raznjic and
Kobasica burgers. These will be quarter-pounders, grilled and made exclusively
and respectively from beef, pork and lamb. Skewered chicken kebabs and sausages
as well as pastries with multiple meat and vegetable options will also be on the
menu also offers of fries and fizzy drinks.

Pljeskavica is a mixture of ground meat which will sell for $15.50 per kilogram,
Cevap is a grilled dish of a minced meat, which will sell for $16.80 per
kilogram, Raznjic is a type of skewered kebab, which will sell for $14.20 per
kilogram, and Kobasica is type of sausage which will sell for $10.30 per
kilogram. Kilograms are used to simplify pricing burgers are sold in smaller
portions. There are 35.274 ounces in a Kilogram.

PREPARATION SALES AND PAYMENT

Before the frying process, meet will be grind and minced, seasoned, marinated
and pre processed with oil, salt and additives. This process will be done by a
butcher/supplier at a remote location where products will also be shaped, or by
a cook near the position of frying and sales. We expect the costumers to come to
the outlet itself and place orders at the position where they will also make
payments and receive ordered food ready to eat. We may also receive larger
orders for events, perhaps by companies, when customers will be invoiced and the
bill will be settled by a cash payment, check or an electronic transaction.

TARGET MARKET CLIENTS/POTENTIAL CLIENTS

Our target clients will initially be students so we will look to establish our
outlets close to the college campuses. We will also establish outlets in the
malls and districts most heavily populated by Balkan immigrant communities. We
hope to use a marketing strategy of offering a cheap and moderately healthy
alternative to established fast-food brands and initially draw on the Balkan and
student communities, and then expanding to the wider American community..

COMPETITION

Miami Days Corp. intends to work to be efficient and innovative in order to
secure business and achieve success by offering a good product at competitive
prices.

The Fast Food Service is very developed in Serbia, which is the region where the
company will start its operations. Burger selling outlets are large in number
and this is caused in part by the low cost of meat and an abundance of
inexpensive Soya and additives. In a developed and competitive local market,
Miami Days Corp. will also be competing with international establishments such
as Macdonald's and KFC.

We believe that many of our competitors have greater financial resources and
liquidity and may be able to withstand sales or price decreases better than we
can at present time. We also expect to continue to face rivalry from new market
entrants. We may be unable to continue to compete effectively with these
existing or new competitors, which could have a material adverse effect on our
financial condition and results of operations.

Company endeavors to research and apply marketing strategies, quality analysis
and customer service reviews in order to sustain and gain customer loyalty.

MARKETING AND ADVERTISING

Miami Days Corp. will engage in advertising using the full spectrum of media
options such as social media. We aim to have a strong online presence utilizing
online social forums such as Facebook, Twitter, and various other business blogs
and media. This we anticipate to take place from February 2013 at a cost of
$2,000.00 We will have competitions, offers and other promotions and endeavor to
harness the energy and online vitality of the youth market by associating our
campaign with the music and entertainment industry in Serbia and the wider
Balkan region. This strategy is planned to be utilized with our online presence
and a company website for which we allocated funds of $1,200.00 starting
February 2013. The key feature of Miami Days Corp. will be authentic Balkan food
with a `fast food' and `Western' twist. An authentic, traditional product that
doesn't take 30 minutes to serve but is `ready to go'.

Utilizing billboard displays will also be a good way to market ourselves and we
will display our most appropriate food products for a specified period in
accordance with the time of the year. For example heavier pork dishes during the
cold winters and lighter chicken products during the summer. Cost for this part
of the plan in the first year is expected to be $1,000.00 and this advertising
move is planned for around September 2013.

Other traditional advertising methods will be used such as running promotional
ads in local newspapers as well as radio ads. The costs for it will be drawn
from the $3,000.00 first year budget and this method willl be utilized in the
plan from the fifth month of operations.

At a later stage the Company may unveil its logo at a big outdoor Miami Days
Corp. music sponsored event, which will be covered by the television media, thus
promising a lot of additional advertising exposure. This event we anticipate to
have after the first twelve month of operations at a cost of $2000.00. Allocated
funds for above mentioned events are $2,000.00 in a 25% funding scenario, then
increasing to $3,000.00 in a 50% scenario, to $10,000.00 in a 75% event, and
$15,000.00 in a 100% funding scenario.

DESCRIPTION OF PROPERTY

On August 7th 2012 Miami Days Corp. has signed a Contract with Slavko Didic to
rent a property to conduct its business at Save Jovsica 9E, Zvezdara 11000 in
the city of Belgrade in Serbia.

The main terms of Agreement are:

Parties have agreed to a sum of $1000.00 to be paid towards the rent monthly.

A Security amount of $1000.00 must be deposited with the Landlord together with
the first month of rent.

After expiration of the leasing period, the Contract is automatically renewed
from month to month, but may be terminated by either party giving to the other
at least a 30-day written notice of intention to terminate.

An equipment has been purchased by the company in order to be utilized within
the company's business. A Freezer Chest, model: Gorenje Chest Freezer FH330W.

We believe that this space in Belgrade will be sufficient for our current
operations.

The Company has also purchased an Internet Domain, it has been obtained with a
specific purpose of building a company website. http://www.miamidayscorp.com/

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
action, we may not have sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us that could cause us to cease
operations.

GOVERNMENT REGULATIONS

There is a state enforced regulation controlled by the Ministry of Agriculture
and Trade. Our business has to maintain standardized hygienic practices. As a
company of food processing and sales, the business falls within an institution
that has to be HACCP Certified. However only companies where food is produced

and manufactured for export from Serbia HAZARD ANALYSIS AND CRITICAL CONTROL
POINTS certified regulation has to be implemented. Therefore our business will
remain in compliance while producing food only for internal sales and not for
the external market, HACCP certification will not be required in that case.

EMPLOYEES

We are a development stage company and currently have no employees other than
Bojan Didic, our sole officer and director. We intend to hire employees on as
needed basis.

LEGAL PROCEEDINGS

During the past ten years, none of the following occurred with respect to the
President of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the commodities futures trading commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.

We are not a party to any pending material legal proceedings and are not aware
of any threatened or contemplated proceeding by any governmental authority
against the Company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The following table sets forth as of September 01, 2012, the names, positions
and ages of our current executive officers and directors.

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------

Bojan Didic 32 President, Secretary, Treasurer and
1504 Bay Road, Suite 924 Director
Miami
Florida 33139
USA

The following is a brief description of the business experience of our executive
officers and director:

Mr. Didic has served as our Presdient, Secretary, Treasurer and a director since
its formation.. Since 2008, Mr. Didic has worked as an assistant restaurant
manager in Mr. Chow Restaurant in Miami Beach, Florida. Prior thereto from 2007
to 2008, Mr. Didic worked as a sommelier and wine expert at Mr. Chow restaurant
in Tribeca in New York City. . Mr. Didic received a three year education from
the College of Hotel Management in Belgrade, Serbia. In 2003, the Association of
Professional Hoteliers 7 STARS issued a certificate to Bojan Didic for
successful completion of the program in Food & Beverage Technology Service,
Gastronomy & Cuisine and Wine Technology. Mr. Didic was selected to serve as
director of our company based on his education and experience in the food and
restaurant business.

Mr. Didic is not a director in any other U.S. reporting companies nor has he
been affiliated with any company that has filed for bankruptcy within the last
ten years. The Company is not aware of any proceedings to which any of the

Company's officers or directors, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company's subsidiaries
or has a material interest adverse to it or any of its subsidiaries.

Our president will be devoting approximately twenty hours a week of his business
time to our operations. Once we expand operations, and are able to attract more
customers to purchase our services or products, Bojan Didic has agreed to commit
more time as required. Because Mr. Didic will only be devoting limited time to
our operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in lack of revenues and a cessation of operations.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our
stockholders or until her respective successor is elected and qualified, or
until he resigns or is removed in accordance with the provisions of the Nevada
Revised Statues. Our officers are appointed by our Board of Directors and hold
office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Bojan Didic who does
not qualify as an independent director in accordance with the published listing
requirements of the NASDAQ Global Market. The NASDAQ independence definition
includes a series of objective tests, such as that the director is not, and has
not been for at least three years, one of our employees and that neither the
director, nor any of her family members has engaged in various types of business
dealings with us. In addition, our board of directors has not made a subjective
determination as to each director that no relationships exists which, in the
opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to our management and us.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.

SIGNIFICANT EMPLOYEES

We have no employees. Our sole officer and director, Mr. Bojan Didic, currently
devotes approximately twenty hours per week to company matters. After receiving
funding pursuant to our business plan Mr. Didic intends to devote as much time
as he deems necessary to manage the affairs of the company.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on July 5, 2012 until July 31, 2012:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------

Bojan Didic, July 05, -0- -0- -0- -0- -0- -0- -0- -0-
President, 2012 to
Treasurer and July 31,
Secretary 2012

There are no current employment agreements between the company and its officers.

Mr. Bojan Didic currently devotes approximately twenty hours per week to manage
the affairs of the Company. He has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of July 31, 2012:

Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Bojan Didic -0- -0- -0- -0- -0- -0- -0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 16, 2012, we issued a total of 4,000,000 shares of restricted common
stock to Bojan Didic, our sole officer and director in consideration of
$4,000.00

Further, Mr. Didic has advanced funds to us. As of October _23_, 2012, Mr. Didic
advanced us $6,300.00 This loan is unsecured and due on demand. Mr. Didic will
not be repaid from the proceeds of this offering. There is no due date for the
repayment of the funds advanced by Mr. Didic and Mr. Didic will be repaid from
revenues of operations when and if we generate revenues to pay the obligation.
There is no assurance that we will ever generate revenues from our operations.
The obligation to Mr. Didic does not bear interest. There is no written
agreement evidencing the advancement of funds by Bojan Didic or the repayment of
the funds to him. The entire transaction was verbal.

The company is renting space in Belgrade, Serbia from Slavko Didic, the father
of Bojan Didic, our sole officer and director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of October 23, 2012,
concerning the number of shares of our common stock owned beneficially as of the
date of this prospectus by: (i) each person (including any group) known to us to

own more than five percent (5%) of any class of our voting securities, (ii) our
director, and or (iii) our officer. Unless otherwise indicated, the stockholder
listed possesses sole voting and investment power with respect to the shares
shown.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner(1) Beneficial Ownership Percentage
-------------- ------------------- -------------------- ----------

Common Stock Bojan Didic 4,000,000 shares of 100%
1504 Bay Road, common stock (direct)
Suite 924
Miami FL 33139

----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on the date of this prospectus.
As of the date of this prospectus, there were 4,000,000 shares of our
common stock issued and outstanding.

A total of 4,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their acquisition.
Shares purchased in this offering, which will be immediately resalable, and
sales of all of our other shares after applicable restrictions expire, could
have a depressive effect on the market price, if any, of our common stock and
the shares we are offering.

There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.

There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock. There is one holder of record for our common
stock. The record holder is our sole officer and director who owns 4,000,000
restricted shares of our common stock.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

Miami Days Corp. has 4,000,000 shares of common stock issued and outstanding as
of the date of this prospectus. The Company is registering an additional of
10,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock. Company Director Mr. Bojan Didic will deliver prospectuses
to these individuals and to others who he believes might have interest in
purchasing part of this offering.

In connection with the Company's selling efforts in the offering, Bojan Didic
will not register as a broker-dealer pursuant to Section 15 of the Exchange Act,
but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1,
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Didic is not subject to any statutory disqualification, as that
term is defined in Section 3(a)(39) of the Exchange Act. Mr. Didic will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities.

Mr. Didic is not, nor has he been within the past 12 months, a broker or dealer,
and he is not, nor has he been within the past 12 months, an associated person
of a broker or dealer. At the end of the offering, Mr. Didic will continue to
primarily perform substantial duties for the Company or on its behalf otherwise
than in connection with transactions in securities. Mr. Didic will not
participate in selling an offering of securities for any issuer more than once
every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or
(iii).

MIAMI DAYS CORP. will receive all proceeds from the sale of the 10,000,000
shares being offered. The price per share is fixed at $0.01 for the duration of
this offering. Although our common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to have our shares of common stock
quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC
Bulletin Board, a market maker must file an application on our behalf in order
to make a market for our common stock. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, nor can there be
any assurance that such an application for quotation will be approved. However,
sales of our common stock will be made at a fixed price for the duration of this
offering.

The Company will not offer its shares for sale through underwriters, dealers,
agents or anyone who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Company and/or the purchasers of
the shares for whom they may act as agents. The shares of common stock sold by
the Company may be occasionally sold in one or more transactions; all shares
sold under this prospectus will be sold at a fixed price of $0.01 per share.

STATE SECURITIES - BLUE SKY LAWS

There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Miami Days Corp. has complied.

In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny

stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.

Miami Days Corp. will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states) which we expect to be $10,000.00

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) the 365th day
after the effective date of this prospectus. We will not accept any money until
this registration statement is declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Miami Days Corp."

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our Articles of Incorporation do not authorized us to
issue and preferred stock. As of July 31, 2012, there were 4,000,000 shares of
our common stock issued and outstanding that was held by one registered
stockholder of record, and no shares of preferred stock issued and outstanding.

COMMON STOCK

The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have (i) equal
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stock holders may vote. Please refer to the Company's
Articles of Incorporation, Bylaws and the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities of holders
of the Company's securities.

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

ANTI-TAKEOVER LAW

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.

The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.

The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,

mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of
common stock being offered hereby.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in our company or any of its parents or
subsidiaries. Nor was any such person connected with our company or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.

FINANCIAL STATEMENTS

Our fiscal year end is July 31. We will provide audited financial statements to
our stockholders on an annual basis; the statements will be audited by a firm of
Certified Public Accountants.

Our financial statements from inception (July 5, 2012) to July 31, 2012
immediately follow.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our SEC filings are
also available to the public through the SEC Internet site at www.sec.gov.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

JULY 31, 2012

Report of Independent Registered Public Accounting Firm F-2

Financial Statements

Balance Sheet as of July 31, 2012 F-3

Statement of Operations for the period from July 5, 2012
(Date of Inception) to July 31, 2012 F-4

Statement of Stockholders' Equity as of July 31, 2012 F-5

Statement of Cash Flows for the period from July 5, 2012
(Date of Inception) to July 31, 2012 F-6

Notes to the Financial Statements F-7

F-1

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Miami Days Corp.
Miami Beach, Florida

I have audited the accompanying balance sheet of Miami Days Corp. (a development
stage company) as of July 31, 2012, and the related statements of operations,
stockholders' equity and cash flows for the period from July 5, 2012 (inception)
through July 31, 2012. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Miami Days Corp. as of July 31,
2012, and the results of its operations and its cash flows for the period from
July 5, 2012 (inception) through July 31, 2012 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements the Company has suffered a loss from operations and has
limited working capital that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado /s/ Ronald R. Chadwick, P.C.
August 24, 2012 -----------------------------------
RONALD R. CHADWICK, P.C.

F-2

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JULY 31, 2012

July 31, 2012
-------------

ASSETS

Current Assets
Cash and cash equivalents $ 7,775
--------

Total Assets $ 7,775
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current Liabilities
Loan from director 4,100
--------

Total Liabilities 4,100
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000
Additional paid in capital 0
Deficit accumulated during the development stage (325)
--------

Total Stockholders' Equity 3,675
--------

Total Liabilities and Stockholders' Equity $ 7,775
========

See accompanying notes to financial statements.

F-3

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 5, 2012 (INCEPTION) TO JULY 31, 2012

For the period
from July 5, 2012
(Inception) to
July 31, 2012
-------------

REVENUES $ 0
-----------
OPERATING EXPENSES
Business License and Permits 325
-----------

TOTAL OPERATING EXPENSES 325
-----------

NET LOSS FROM OPERATIONS (325)

PROVISION FOR INCOME TAXES 0
-----------

NET LOSS $ (325)
===========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 2,307,692
===========

See accompanying notes to financial statements.

F-4

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 5, 2012 (INCEPTION) TO JULY 31, 2012

Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Inception, July 5, 2012 -- $ -- $ -- $ -- $ --

Shares issued for cash at
$0.001 per share 4,000,000 4,000 -- -- 4,000

Net loss for the year ended
July 31, 2012 -- -- -- (325) (325)
--------- ------- ------- ------- -------

Balance, July 31, 2012 4,000,000 $ 4,000 $ -- $ (325) $ 3,675
========= ======= ======= ======= =======

See accompanying notes to financial statements.

F-5

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 5, 2012 (INCEPTION) TO JULY 31, 2012

For the period
from July 5, 2012
(Inception) to
July 31, 2012
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (325)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (325)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 4,000
Loans from director 4,100
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 8,100
--------

NET INCREASE IN CASH 7,775

Cash, beginning of period 0
--------

Cash, end of period $ 7,775
========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========

See accompanying notes to financial statements.

F-6

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Miami Days Corp. is a development stage company based in Serbia and registered
in the State of Nevada on July 5, 2012. Miami Days Corp. is a fast food
business. The Company plans to sell Serbian fast food cuisine from a chain of
fast food outlets and will be competing in the wider fast food market.

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.

Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a July 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $7,775 of cash
as of July 31, 2012.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

F-7

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of July 31, 2012.

Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.

Recent Accounting Pronouncements
Miami Days Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

NOTE 3 - LOAN FROM DIRECTOR

On July 11, 2012, a director loaned $100 to the Company to open bank account. On
July 16, 2012, a director loaned $4,000 to the Company for initial business
operations. The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $4,100 as of July 31, 2012.

NOTE 4 - COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On July 16, 2012, the Company issued 4,000,000 shares of common stock to a
director for cash proceeds of $4,000 at $0.001 per share.

There were 4,000,000 shares of common stock issued and outstanding as of July
31, 2012.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.

F-8

MIAMI DAYS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 6 - INCOME TAXES

As of July 31, 2012, the Company had net operating loss carry forwards of
approximately $325 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.

The provision for Federal income tax consists of the following:

July 31, 2012
-------------
Federal income tax benefit attributable to:
Current Operations $ 111
Less: valuation allowance (111)
--------
Net provision for Federal income taxes $ 0
========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:

July 31, 2012
-------------
Deferred tax asset attributable to:
Net operating loss carryover $ 111
Less: valuation allowance (111)
--------
Net deferred tax asset $ 0
========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $325 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of July 31,
2012. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to July 31, 2012 to August 24, 2012, the date these financial
statements were issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.

F-9

[Back Page of Prospectus]

PROSPECTUS

10,000,000 SHARES OF COMMON STOCK

MIAMI DAYS CORP.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2012, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 11.46
Printing Expenses $ 240.00
Accounting Fees and Expenses $ 2,000.00
Auditor Fees and
Expenses $ 3,250.00
Legal Fees and Expenses $ 3,500.00
Transfer Agent Fees $ 1,000.00
----------
TOTAL $10,001.46
==========

(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Section 78.7502 of the Nevada Corporate Law provides, in part, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, we must indemnify him
against the expenses which such offer or director actually or reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-1

According to your bylaws:

a) The Directors shall cause the Corporation to indemnify a Director or former
Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the
Corporation is or was a shareholder and the heirs and personal representatives
of any such person against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or satisfy a
judgment inactive criminal or administrative action or proceeding to which he is
or they are made a party by reason of his or her being or having been a Director
of the Corporation or a director of such corporation, including an action
brought by the Corporation or corporation. Each Director of the Corporation on
being elected or appointed is deemed to have contracted with the Corporation on
the terms of the foregoing indemnity.

b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that he is also a Director), and his or her heirs
and personal representatives against all costs, charges and expenses incurred by
him or them and resulting from him or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation (if he or
she is not a full time employee of the Corporation and notwithstanding that she
is also a Director), and his or her respective heirs and legal representatives
against all costs, charges and expenses incurred by him or them and arising out
of the functions assigned to the Secretary by the Corporation Act or these
Articles and each such Secretary and Assistant Secretary, on being appointed is
deemed to have contracted with the Corporation on the terms of the foregoing
indemnity.

c) The Directors may cause the Corporation to purchase and maintain insurance
for the benefit of a person who is or was serving as a Director, officer,
employee or agent of the Corporation or as a director, officer, employee or
agent of a corporation of which the Corporation is or was a shareholder and his
or her heirs or personal representatives against a liability incurred by him as
a Director, officer, employee or agent.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. On July 16, 2012, Miami Days Corp. offered
and sold 4,000,000 share of common stock to our sole officer and director, Bojan
Didic, for a purchase price of $0.001 per share, for aggregate offering proceeds
of $4,000. Miami Days Corp. made the offer and sale in reliance on the exemption
from registration afforded by Section 4(2) to the Securities Act of 1933, as
amended (the "Securities Act"), on the basis that the securities were offered
and sold in a non-public offering to a "sophisticated investor" who had access
to registration-type information about the Company. No commission was paid in
connection with the sale of any securities and no general solicitations were
made to any person.

II-2

ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibit
------ ----------------------

3.1 Articles of Incorporation of the Registrant (1)
3.2 Bylaws of the Registrant (1)
5.1 Opinion re: Legality and Consent of Counsel (1)
10.1 Agreement dated August 07, 2012 by and between the Miami Days Corp.
and Slavko Didic (1)
10.2 Form of Subscription Agreement
23.1 Consent of Legal Counsel (contained in exhibit 5.1) (1)
23.2 Consent of Ronald R. Chadwick, P.C.

----------
(1) Filed as the corresponding exhibits to the Company's registration statement
on Form S-1 filed with the SEC on September 11, 2012.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

2. To, for the purpose of determining any liability under the Securities Act,
treat each post-effective amendment as a new registration statement relating to
the securities offered herein, and to treat the offering of such securities at
that time to be the initial bona fide offering thereof.

3. To remove from registration, by means of a post-effective amendment, any of
the securities being registered hereby that remains unsold at the termination of
the offering.

4. For determining liability of the undersigned Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, that in a
primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;

II-3

(b) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;

(c) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and

(d) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our director, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our director,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our director, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, in the city of Belgrade, Republic of Serbia on October 25, 2012.

MIAMI DAYS CORP.

By: /s/ Bojan Didic
---------------------------------------
Name: Bojan Didic
Title: President
(Principal Executive, Financial and
Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and on the dates
stated.

Signature Title Date
--------- ----- ----

/s/ Bojan Didic President (Principal Executive, October 25, 2012
------------------------- Financial and Accounting Officer)

II-5

Exhibit
Number Description of Exhibit
------ ----------------------

----------
(1) Filed as the corresponding exhibits to the Company's registration statement
on Form S-1 filed with the SEC on September 11, 2012.