As Filed With the Securities and Exchange Commission on January 28, 2013

Registration No. 333-183814
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 5 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 (b), this registration statement shall be deemed to
cover the additional securities 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 ______, 2013

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 shares of common stock to be sold by us will
be sold on our behalf by our President, without commission or other
remuneration.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.
Should we be successful in selling all of the shares offered, we will receive
$100,000 in proceeds before expenses. Any funds received as a part of this
offering will be immediately available to us for our use. We have not made any
arrangements to place the proceeds from this offering in an escrow, trust or
similar account.

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").

We are a development stage company with nominal operations and assets . As a
result, we are considered a shell company under Rule 405 of the Securities Act
and are subject to additional regulatory requirements as a result of this
status, including limitations on our shareholder's ability to re-sell their
shares in our company, as well as additional disclosure requirements.
Accordingly, investors should consider our shares to be a high-risk and illiquid
investment. Refer to the section entitled "Risk Factors" on pages 7-16.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
READ AND CONSIDER "RISK FACTORS" BEGINNING ON PAGE 7.

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 ___________, 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 6
RISK FACTORS 7
USE OF PROCEEDS 17
DETERMINATION OF OFFERING PRICE 17
DILUTION 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 18
DESCRIPTION OF BUSINESS 25
DESCRIPTION OF PROPERTY 29
EMPLOYEES AND EMPLOYMENT AGREEMENTS 30
LEGAL PROCEEDINGS 30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 30
EXECUTIVE COMPENSATION 31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32
PLAN OF DISTRIBUTION 33
DESCRIPTION OF SECURITIES 35
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 37
LEGAL MATTERS 37
INTERESTS OF NAMED EXPERTS AND COUNSEL 37
FINANCIAL STATEMENTS 38
AVAILABLE INFORMATION 38
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 38
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 State 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 not opened any fast food outlets to date and have no revenues
and have limited operating history. Our independent registered public
accountants have issued a going concern opinion concerning our financial
statements for the period ended July 31, 2012. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. Our ability to continue as a going concern is dependent on our
ability to raise additional capital and implement our business plan.

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 that 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.

As of January 28, 2013_our cash on hand is $345,84 and our liabilities are
$9,500.00, representing the amount we owe to Bojan Didic, our sole officer and
director. We must raise additional capital in order to continue operations and
to implement our plan of operations. Without any additional funding we will run
out of cash almost immediately during the month of February 2013, which is
likely to cause cesation of company operations and a failure of business.To
continue operations we must raise $2,615 per month, which is our monthly burn
rate until we complete our offering. This burn rate includes expenses associated
with our S-1 filing, including audit fees, accounting fees, legal fees, and
other corporate and professional payments.This funding will most likely come in
the form of director loans although we have no formal agreements to this effect.
After we complete our offering, we will require $33,700 to carry out our plan of
operations for the next 12 months, which estimated monthly burn rate of $2,808,
post offering, includes business and monthly rent expenses, and expenses
associated with public reporting obligations.The implied aggregate market value
of our common stock based upon the proposed offering price of $0.01 per share is
$40,000 prior to the sale securities in this offering and $140,000 assuming a
sale of 10,000,000 shares in this offering. We have a stockholders' deficit of
$5,821.

We have certain fixed long term financing requirements. We anticipate the annual
cost of running one fast food outlet to be approximately $68,000. This is based
on our estimatedl cost of running one fast food outlet to be $48,320, the annual
public company reporting costs to be $10,000 and the repayment of the debt owed
to Mr. Didic currently in the amount of $9,500.

The Company's goal is to prepare and sell fast food in the Balkan region,
initially in the country of Serbia. We plan to sell 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 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 our last quarter ended October
31, 2012, reports no revenues and a net loss of $9,821. We require a minimum
funding of $33,700 to implement our 12 month plan of operations, and if we are
unable to obtain this level of financing, our business may fail. We have
determined that $33,700 is the minimum amount required to establish, equip and
furnish one initial restaurant in Serbia with a company office and for reporting
expenses as a public company. If we are successful at raising this minimum
amount, we believe that we will be able to continue operations for 12 months and
open one pilot fast food restaurant outlet by January 2014.

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.

PLAN OF OPERATIONS AT VARIOUS FUNDING LEVELS:

$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Proceeds less public reporting
fees will be used as follows:
Kitchen and food equipment $ 4,500 $13,500 $15,000 $22,000
Marketing & advertising $ 2,000 $ 6,000 $10,000 $17,000
Office equipment $ 2,000 $ 2,000 $ 3,000 $ 4,000
Hiring personnel and Salaries $ 2,700 $ 3,000 $ 8,000 $10,000
Inventory of raw food products $ 1,500 $ 4,500 $ 8,000 $13,000
Rent $ 2,300 $11,000 $24,000 $24,000

$25,000 FUNDING LEVEL: we will run out of funds allocated for rent and will rely
on director loans to pay for this expense by month 3 of our 12 month plan of
operations

$50,000 FUNDING LEVEL: more personnel are hired in month 12 of operations.
Operations expand and expenditures increase as stated in the table above. By
expanding our operations, we purchase more equipment and raw products, hire more
personnel and increase marketing efforts.

$75,000 FUNDING LEVEL: rent additional space to open an additional location for
an added cost of $1,000 per month during month 1 of plan of operations.
Operations expand from previous funding level and expenditures increase as
stated in the table above and work capacity increases in each location.

$100,000 FUNDING LEVEL: operations expand further from previous funding level
and expenditures increase further as stated in the table above, this allows us
to run 2 locations and have significantly greater marketing effortsand hire more
personnel.

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;
(unless extended for up to an additional six
months in the sole discretion of our board of
directors) 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 presents our summary financial information for
the periods indicated and should be read in conjuntion with the information
contained in "Management's Discussion and Analysis or Plan of Operations" and
our financial statements and related notes appearing elsewhere in this
propsectus.

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

FINANCIAL SUMMARY

October 31, 2012 ($)
--------------------

Cash and Cash Equivalents 429
Fixed Assets 350
Total Assets 779
Total Liabilities 6,600
Total Stockholder's Equity (5,821)

STATEMENT OF OPERATIONS

Accumulated From
July 5, 2012
(Inception) to
October 31, 2012 ($)
--------------------

Total Expenses (9,821)
Net Loss for the Period (9,821)
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 post- offering "burn rate" to
be $2,808. 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.

BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY
RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO
RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT.

We are considered to be a "shell company" under Rule 405 of Regulation C of the
Securities Act. A "shell company" is a company with either no or nominal
operations or assets, or assets consisting solely of cash and cash equivalents.
As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we will cease
to be a shell company, they may not be able to re-sell our shares in the future
and could lose their entire investment as a result.

BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE REQUIREMENTS IF WE ACQUIRE OR
DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR
ADDITIONAL COSTS IN MEETING THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR
FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT.

Because we are considered to be a "shell company" under Rule 405 of Regulation C
of the Securities Act, we are subject to additional disclosure requirements if
we entered into a transaction which results in a significant acquisition or
disposition of assets. In such a situation, we must provide prospectus-level,
detailed disclosure regarding the transaction, as well as detailed financial
information. In order to comply with these requirements, we will incur
additional legal and accounting costs, which will adversely impact our results
of operations. As a result, the value of an investment in our shares may decline
as a result of these additional costs.

RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS
AND UNTIL WE CEASE TO BE A SHELL COMPANY AND HAVE SATISFIED THE REQUIREMENTS OF
RULE 144(I)(1)(2)

We are a "shell company" as defined by Rule 12b-2 promulgated under the Exchange
Act. Accordingly, the securities in this offering can only be resold through
registration under the Securities Act, meeting the safe harbor provisions of
paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities
Act of 1933 for non-affiliates.

Rule 144 safe harbor is unavailable for the resale of shares issued by us unless
and until we have ceased to be a shell company and have satisfied the
requirements of Rule 144(i)(1)(2).

The SEC has adopted final rules amending Rule 144 which became effective on
February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a
"shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of
the Exchange Act, ceases to be a "shell company" and files Form 10 information
with the SEC, during which time the issuer must remain current in its filing
obligations, before a restricted shareholder can resell their holdings in
reliance on Rule 144.

The term "Form 10 information" means the information that is required by SEC
Form 10, to register under the Exchange Act each class of securities being sold
under Rule 144. The Form 10 information is deemed filed when the initial filing
is made with the SEC. Under Rule 144, restricted or unrestricted securities,
that were initially issued by a reporting or non-reporting shell company or a
company that was at anytime previously a reporting or non-reporting shell
company, can only be resold in reliance on Rule 144 if the following conditions
are met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.

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 $33,700 to execute our business plan
and maintain a reporting status with the SEC. Therefore, if we sell less than
33,7% 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.

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.

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 HAVE NOT YET OPENED A FAST FOOD OUTLET AND OPENING A BUSINESS IN A FOREIGN
COUNTRY WHILE OUR SOLE OFFICER AND DIRECTOR RESIDES IN THE U.S. MAY ADVERSELY
IMPACT ON OUR SUCCESS.

While our sole officer and director plans to make trips to Belgrade, Serbia, the
intended location of the fast food outlet, he resides in the United States and
may not be able to dedicate sufficent time in Serbia to accomplish all the plans
projected with the business. The travel funds will be used from Mr. Didic's
personal funds and Mr. Didic will not seek reimbursement from the company for
any such funds. While we plan to hire a local manager in the following twelve
months, subject to adequate funding, 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 January 28, 2013 we owe Mr. Didic $9,500 for
funds advanced to us by Mr. Didic as of such date. The 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. There is no due
date for the repayment of the funds advanced by Mr. Didic. Mr. Didic will be
repaid from revenues of operations when and if we generate revenues to pay the
obligation. There can be no assurances as to the timing of when we will generate
revenues, if at all. However Mr. Didic can demand repayment of the outstanding
loans at any time. Mr. Didic may demand payment prior to us generating revenues

or raising other funding. If he does,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
know whether 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.

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
(public company reporting costs) $10,000.00 $10,000.00 $10,000.00 $10,000.00
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 $13,000.00 $23,000.00
Marketing, advertising $ 2,000.00 $ 3,000.00 $10,000.00 $17,000.00
Equipping the office $ 2,000.00 $ 2,000.00 $ 3,000.00 $ 4,000.00
Staff hiring and salaries $ 2,700.00 $ 3,000.00 $ 8,000.00 $10,000.00
Inventory of raw food products $ 1,500.00 $ 4,500.00 $ 8,000.00 $13,000.00
Rent $ 2,300.00 $11,000.00 $23,000.00 $23,000.00

The $2,300 allocated to rent at the 25% funding level will not be sufficient to
cover our rent expense. Our rental agreement with Slavko Didic has a base rent
of $1,000 per month or $12,000 per year. Bojan Didic, our director, has agreed
to loan the Company the funds necessary to cover this rent expense. The minimum
funding of $25,000 is not sufficient to satisfy our existing expenses or to
complete our plan of operations without relying upon loans from Bojan Didic.

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 $33,700 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.

Dilution table

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

Amount of new funding $ 100,000 $ 75,000 $ 50,000 $ 25,000
Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01
Shares after offering 14,000,000 11,500,000 9,000,000 6,500,000
Book value before offering per share $ 0.0009 $ 0.0009 $ 0.0009 $ 0.0009
Increase per share 0.0065 0.0059 0.0050 0.0035
Book value after offering per share $ 0.0074 $ 0.0068 $ 0.0060 $ 0.0044
Dilution to investors $ 0.0026 $ 0.0032 $ 0.0040 $ 0.0056
Dilution as percentage 26% 32% 40% 56%

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 $345.84 as of January 28, 2013. 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.

12 MONTH PLAN OF OPERATIONS:

We currently anticipate generating revenues in the last month of our 12 month
plan of operations. Currently our funds on hand are not sufficient to implement
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 possibility of our commercial
success. The table below illustrates different levels of funding scenarios.

$25,000 $50,000 $75,000 $100,000
-------- -------- -------- --------
Legal and professional fees &
Public company reporting cost $ 10,000 $ 10,000 $ 10,000 $ 10,000
Net proceeds $ 15,000 $ 40,000 $ 65,000 $ 90,000
The net proceed will be used:
Kitchen and food equipment $ 4,500 $ 13,500 $ 16,000 $ 23,000
Marketing & advertising $ 2,000 $ 6,000 $ 10,000 $ 17,000
Office equipment $ 2,000 $ 2,000 $ 3,000 $ 4,000
Hiring personnel and Salaries $ 2,700 $ 3,000 $ 5,000 $ 10,000
Inventory of raw food products $ 1,500 $ 4,500 $ 8,000 $ 13,000
Rent $ 2,300 $ 11,000 $ 23,000 $ 23,000

Our 12 month rent expense base is $12,000. In case of a 25% funding scenario we
will need to rely upon loans from Bojan Didic our sole officer and director to
cover our rent expense. Below are the business milestones we hope to accomplish,
with execution times and minimum cost for the $25,000 funding scenario with
added differences for the three higher funding scenarios.

MILESTONE 1

Establish an office at the rented premises and do any necessary fixing to the
rented property in order for it to be functional as a food selling point at the
front and a company office at the rear of the unit, this will include:
Setting the office up with equipment and furniture $1,000.
Buying table and chairs, computer, printer/scanner, establishing connections and
wiring: - $1,000.
At the $75,000 funding level we will purchase $3,000 worth of furniture and
computer equipment.
At the $100,000 funding level we will purchase $4,000 worth of furniture and
computer equipment.
Pay rent - $1,000 ($2,000 has been paid on October 15th 2012, one month rent and
a $1,000 security deposit).
At the $75,000 and $100,000 funding levels we will rent additional space to open
an additional location for an added cost of $1,000 per month and $1,000 security
deposit.

Time frame - 1st - 2nd month. Costs - $3,000($25,000 FUNDING), $3,000 ($50,000
FUNDING) $6,000 ($75,000 FUNDING), $7,000 ($100,000 FUNDING)

MILESTONE 2

Print business cards, run promotional ads in local newspapers and on radio: -
$800
Commence web-based marketing, utilize online services as well as social
networking services, use platforms and sites focusing on facilitating Company's
online presence, utilize social networks like Facebook Twitter, Ziggs and
Linkedin. (No anticipated expense for this step).
Develop company website, update and pay hosting, domain registration and servers
$200
Pay rent - $2,000.
At the $25,000 funding level we will have run out of funds allocated for rent
and will rely on director loans to pay for this expense. We have no formal
agreement with with our director with respect to such loans.
At the $50,000 funding we will increase expenditures for website, business cards
and advertising flyers to $3,000
At the $75,000 and $100,000 funding levels rent expenditures will increase by
additional $1,000 per month due to additional rented space, advertising and
marketing will increase substantially for competitions, promotional offers and
greater product promotions and marketting efforts.

Time frame - 3rd - 4th month. Costs - $3,000 ($25,000 FUNDING), $5,000 ($50,000
FUNDING) $9,000 ($75,000 FUNDING), $12,500 ($100,000 FUNDING)

MILESTONE 3

Equip the food selling point and the kitchen with following items:
Shelves, table and cupboards - $650
Barbeque grill - $600
Aspirator - $350
Refrigerator - $350
Freezer - $300
Sink - $150
Deep fryer - $150
Pans and plates - $1000
Professional cutlery, knifes - $550
Any additional equipment - $400
At the $25,000 funding level we will purchase $4,500 worth kitchen equipment.
At the $50,000 funding level we will purchase $13,500 worth of kitchen
equipment.
At the $75,000 funding level we will purchase $16,000 worth of additional
kitchen equipment and machines.
At the $100,000 we will purchase $23,000 worth of kitchen equipment. Additional
equipment means more of the above items (adding machines in the higher two
scenarios).
Pay rent: $1,000.
At the $75,000 and $100,000 funding levels rent expenditures will increase by
additional $1,000 per month due to additional rented space.

Time frame - 5th month. Costs - $5,500 ($25,000 FUNDING), $14,500 ($50,000
FUNDING) $18,000 ($75,000 FUNDING), $25,000 ($100,000 FUNDING)

MILESTONE 4

Develop further company website, include business and corporate information,
include product information, add marketing details - $1,000
Pay rent - $2,000.
At the $75,000 and $100,000 funding levels rent expenditures will increase by an
additional $1,000 per month due to additional rented space.

Time frame - 6th - 7th month. Costs - $3,000 ($25,000 FUNDING), $5,000 ($50,000
FUNDING) $9,000 ($75,000 FUNDING), $12,500 ($100,000 FUNDING)

MILESTONE 5

Place ads for recruitment - (utilize free local classified advertising).
Screen applications. (No cost).
Asses relevant candidates. (No cost).
Interview. (No cost).
Select suitable candidates. (No cost).
Pay rent - $2,000.

At the $75,000 and $100,000 funding levels rent expenditures will increase by
additional $1,000 per month due to additional rented space.

Time frame 8th - 9th month. Costs - $2,000 ($25,000 FUNDING), $2,000 ($50,000
FUNDING) $4,000 ($75,000 FUNDING), $4,000 ($100,000 FUNDING)

MILESTONE 6

Employ a local manager/sign working agreement - $500
Employ a cook/sign working agreement - $400
Employ a salesman/sign working agreement - $300
Employ a part time cleaner/sign working agreement - $150
Pay rent: - $2,000.
At the $75,000 and $100,000 funding levels rent expenditures will increase by
additional $1,000 per month due to additional rented space, and allocation for
personnel salaries will increase.

Time frame - 10th - 11th month. Costs - $3,350 ($25,000 FUNDING), $3,500
($50,000 FUNDING) $6,500 ($75,000 FUNDING), $9,000 ($100,000 FUNDING)

MILESTONE 7

Buy raw products for food preparation and sales: $1,500. Raw product expense
will increase to: $4,500 for the $50,000 funding level; $8,000 for the $75,000
funding level; and $13,000 for the $100,000 funding level.
Allocate more towards salaries or hire additional personel if funding level is
$50,000 or higher.
Begin sales.We currently expect to open our first food outlet approximately by
January 2014.
Pay rent: - $1,000.
At the $75,000 and $100,000 funding levels rent expenditures will increase by
additional $1,000 per month due to additional rented space.
Pay salaries - $1,350. Salaries payment will be increased to $1,500 forthe
$50,000 funding level; $5,000 for the $75,000 funding level; and $5,000 for the
$100,000 funding level.

Time - frame 12th month. Costs - $3,850 ($25,000 FUNDING), $7,000 ($50,000
FUNDING) $12,500 ($75,000 FUNDING), $20,000 ($100,000 FUNDING)

Public company reporting cost in all funding scenarios $10,000

Estimated 12 month business expenditures in the 25% funding event $33,700
Estimated 12 month business expenditures in the 50% funding event $50,000
Estimated 12 month business expenditures in the 75% funding event $75,000
Estimated 12 month business expenditures in the 100% funding event $100,000

In addition, we currently owe Bojan Didic, our sole officer and director,
$9,500. We do not plan to repay this loan during this 12 month period, however
it is "payable upon demand" and there are no guarantees that Mr. Didic will not
request this loan be repaid during such 12-month period

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 a rental 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, we will rent space located at Save Jovsica 9E, Zvezdara 11000
Belgrade, Serbia from November 1, 2012 through November 1, 2013 from Slako Didic
for $1,000 per month. If rent is not paid we will have to pay an additional
$100.00 After the expiration of the initial lease term, the lease is
automatically renewable on a month to month basis but either party can terminate
by providing the other with 30-days' written notice. On November 15, 2012, the
rental agreement was amended to provide for a suspension of monthly rent
payments of $1,000 until the Company raises funds sufficient to begin
operations. However, the Company will not be entitled to occupy the premises
until it is able to resume making monthly rent payments. Bojan Didic has
verbally agreed to cover the rental cost if funds raised in the offering are
insufficent.

Our loss since inception is $9,821 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 January 28, 2013, the Company had $345.84 in cash and liabilities of
$9,500.00 comprising $9,500.00 owed to Bojan Didic, our sole officer and
director, for loans made by him to us. Such loans are non-interest bearing,
unsecured and payable upon demand. Mr. Didic will be repaid from revenues of
operations when and if we generate revenues. There can be no assurances as to
the timing of when we will generate revenues, if at all. However Mr. Didic can
demand repayment of the outstanding loans at any time. Mr. Didic may demand
payment prior to us generating revenues or raising other funding. If he does, 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.

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 aproximately
$32,540, the average pre and post-offering burn rate and expenditure for the
next 12 months If the Company is unable to obtain such amount, 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 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 countrie of Serbia. We intend to provide the 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. At this point pilot restaurant hasn't been opened yet and at the
maximum funding level we will only be able to open two locations.

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.

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 plan to hire a local manager to, among other
things, and train 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". 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 January 2014. We anticipate costs to
complete this initial outlet to be $23,350 . These opening cost estimates are
specific to opening our first fast food outlet in Belgrade, Serbia and do not
include costs related to us as a public reporting company. We specifically used
assumptions of the costs of kitchen and food equipment, marketing & advertising,
office equipment, one month salaries, inventory of raw food products and eleven
month rent and security deposit amount to calculate these costs.

Anticipated costs to open one first fast food outlet $23,350

Kitchen and food equipment $ 4,500
Marketing & advertising $ 2,000
Office equipment $ 2,000
1 month salaries $ 1,350
Inventory of raw food products $ 1,500
11 moth rent & deposit $12,000

We anticipate the minimum annual costs to operate our one fast food outlet in
Belgrade, Serbia to be $48,320. We specifically used costs of rent, inventory of
raw food products, salaries, marketing & advertising for twelve months to
calculate such expenditure estimates.

Anticipated costs to anually operate one first fast food outlet $48,320

Kitchen and food equipment (replacement and repair cost) $ 2,000
Marketing & advertising $ 2,000
Office equipment (replacement cost) $ 270
12 month salaries $16,200
Inventory of raw food products $18,000
Rent $12,000

The assumed number of employees were determined while working on our plan of
operations and the use of proceeds. We also believe that it is likely to be less
profitable to allocate a greater part of funds in order to buy a property
outright. The Company assumptions are based upon analyzing 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 observations of ususal costs of
products and services and employees 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.

MAIN DIFFERENCES IN EACH ALTERNATE PLAN OF OPERATIONS:

$25,000 $50,000 $75,000 $100,000
-------- -------- -------- --------
Proceeds less public reporting
fees will be used as follows:
Kitchen and food equipment $ 4,500 $ 13,500 $ 15,000 $ 22,000
Marketing & advertising $ 2,000 $ 6,000 $ 10,000 $ 17,000
Office equipment $ 2,000 $ 2,000 $ 3,000 $ 4,000
Hiring Personnel and Salaries $ 2,700 $ 3,000 $ 8,000 $ 10,000
Inventory of raw food products $ 1,500 $ 4,500 $ 8,000 $ 13,000
Rent $ 2,300 $ 11,000 $ 24,000 $ 24,000

$25,000 FUNDING LEVEL: we will run out of funds allocated for rent and will rely
on director loans to pay for this expense by month 3 of 12 month plan of
operations

$75,000 FUNDING LEVEL: rent additional space to open an additional location for
an added cost of additional $1,000 per month during month 1 of plan of
operations. Operations expand from previous funding level and expenditures
increase as stated in the table above, and work capacity increases in each
location.

$100,000 FUNDING LEVEL: operations expand further from previous funding level
and expenditures increase further as stated in the table above, this allows us
to run 2 locations, and have significantly greater marketing efforts and
personnel.

We intend to be unique by offering something recognizable to the Serbian
consumer yet simple 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 Itlian, Chinese and Lebanese themed fast-food outlets we have concluded that
the Serbian market might still be open for the unique Balkan angle. Also, we
believe this region to have a cheap labor force, and our start up operating cost
are presumed to be relatively cheap.based upon average employee salaries and
average prices of services that we would typically require. We will need a
minimum of $33,700 to implement our plan of operations, which amount 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 may also establish outlets in the
malls and near student dormitories, districts heavily populated by student
communities. We hope to use a marketing strategy of offering a cheap and
moderately healthy alternative to established fast-food brands and initially
targeting college communities, and then expanding to the wider adult and child
population.

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. hopes to 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 second and third month of the
Company's plan of operations in 2013 at a minimum cost of $2,000 towards
marketing and advertising efforts. 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 might also be a good way to market ourselves and we
may 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. Costs for the
mararkettng in our plan in the first year is expected to rise to $17,000, if the
Company sells 100% of its shares in this offering. We would then anticipate
planned advertising to begin approximately in 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 $2,000 first year budget in $25,000 funding scenario and this method
will be utilized in the plan from the third month of operations. Allocated funds
for mentioned marketing events are $2,000 in a 25% funding scenario, then
increasing to $3,000 in a 50% scenario, to $10,000 in a 75% event, and $17,000
in a 100% funding scenario.

DESCRIPTION OF PROPERTY

On August 7, 2012, we signed a rental agreement with Slavko Didic to rent the
premises located at Save Jovsica 9E, Zvezdara 11000 in Belgrade, Serbia. The
agreement provides for an initial 12-month term commencing on November 1, 2012
for a monthly rent of $1,000, and a $1,000 security deposit. The agreement is
automatically renewable on a month to month basis after the end of the initial
term, but may be terminated by either party giving to the other at least a
30-day prior written notice. On November 15, 2012, the rental agreement was
amended to provide for a suspension of monthly rent payments of $1,000 until the
Company raises funds sufficient to begin operations. However, the Company will
not be entitled to occupy the premises until it is able to resume making monthly
rent payments.

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

A Freezer Chest, model: Gorenje Chest Freezer FH330Whas been purchased by the
company in order to be utilized within the company's business. 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, subject to sufficient funding.

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 January 28, 2013, 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, as of January 28, 2013 we owe Mr. Didic $9,500 for funds advanced to us
as of such date 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of January 28, 2013,
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.
Our investors are not allowed to rely on Rule 144 of the Securities Act for a
period of one year from the date that we cease to be a shell company. 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 unless
extended for up to an additional six months in the sole discretion of our board
of directors. . 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 (unless extended for up to an
additional six months in the sole discretion of our board of directors). 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.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F-2

Financial Statements

Balance Sheet - July 31, 2012 F-3

Statement of Operations - July 5, 2012 through July 31, 2012 F-4

Statement of Stockholders' Equity (Deficit) - July 5, 2012 through
July 31, 2012 F-5

Statement of Cash Flows - July 5, 2012 through July 31, 2012 F-6

Notes to Financial Statements F-7

Financial Statements

Balance Sheet - October 31, 2012 F-10

Statement of Operations - for the quarter ended October 31, 2012 F-11

Statement of Stockholders' Equity (Deficit) - for the quarter
ended October 31, 2012 F-12

Statement of Cash Flows - for the quarter ended October 31, 2012 F-13

Notes to Financial Statements F-15

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

MIAMI DAYS CORP.
(A Development Stage Company)
BALANCE SHEETS

July 31, October 31,
2012 2012
-------- --------
(Unaudited)

ASSETS

CURRENT ASSETS
Cash $ 7,775 $ 429
-------- --------
TOTAL CURRENT ASSETS 7,775 429
-------- --------

Fixed Assests -- 350
-------- --------

TOTAL ASSETS $ 7,775 $ 779
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Loan from director $ 4,100 $ 6,600
-------- --------
TOTAL CURRENT LIABILITIES 4,100 6,600
-------- --------

TOTAL LIABILITIES 4,100 6,600
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
75,000,000 shares authorized;
4,000,000 shares issued and outstanding 4,000 4,000
Additional paid in capital -- --
Deficit accumulated during the dev. stage (325) (9,821)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 3,675 (5,821)
-------- --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,775 $ 779
======== ========

The accompanying notes are an integral part of the financial statements.

F-10

MIAMI DAYS CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

July 5, 2012
Three Months (Inception)
Ended Through
October 31, October 31,
2012 2012
---------- ----------

Revenues $ -- $ --
---------- ----------
OPERATING EXPENSES:
General and administrative 9,496 9,821
---------- ----------
9,496 9,821
---------- ----------

Gain (loss) from operations (9,496) (9,821)
---------- ----------

Other income (expense) -- --
---------- ----------

Income (loss) before provision for income taxes (9,496) (9,821)
---------- ----------

Provision for income tax -- --
---------- ----------

NET INCOME (LOSS) $ (9,496) $ (9,821)
========== ==========

NET INCOME (LOSS) PER SHARE
(Basic and fully diluted) $ (0.00)
==========
Weighted average number of
common shares outstanding 4,000,000
==========

The accompanying notes are an integral part of the financial statements.

F-11

MIAMI DAYS CORP.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY

Deficit
Common Stock Accumulated
-------------------- during the
Amount Paid-in Development Stockholders'
Shares ($.001 Par) Capital Stage Equity
------ ----------- ------- ----- ------

Balances at July 5, 2012 -- $ -- $ -- $ -- $ --

Common stock issued for
cash @ $.001 per share 4,000,000 4,000 -- -- 4,000

Net income (loss) for the period (325) (325)
---------- ------- ------- -------- --------

Balances at July 31, 2012 4,000,000 4,000 -- (325) 3,675

Net income (loss) for the period (9,496) (9,496)
---------- ------- ------- -------- --------
Balances at October 31, 2012 -
Unaudited 4,000,000 $ 4,000 $ -- $ (9,821) $ (5,821)
========== ======= ======= ======== ========

The accompanying notes are an integral part of the financial statements.

F-12

MIAMI DAYS CORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

July 5, 2012
Three Months (Inception)
Ended Through
October 31, October 31,
2012 2012
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) during the development stage $ (9,496) $ (9,821)

Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
-------- --------

NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (9,496) (9,821)
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets (350) (350)
-------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (350) (350)
-------- --------

(Continued On Following Page)

The accompanying notes are an integral part of the financial statements.

F-13

MIAMI DAYS CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

(Continued From Previous Page)

July 5, 2012
Three Months (Inception)
Ended Through
October 31, October 31,
2012 2012
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from director 2,500 6,600
Sale of common stock -- 4,000
-------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 2,500 10,600
-------- --------

NET INCREASE (DECREASE) IN CASH (7,346) 429

CASH AT THE BEGINNING OF THE PERIOD 7,775 --
-------- --------

CASH AT THE END OF THE PERIOD $ 429 $ 429
======== ========

Schedule Of Non-Cash Investing And Financing Activities

None

Supplemental Disclosure
Cash paid for interest $ -- $ --
Cash paid for income taxes $ -- $ --

The accompanying notes are an integral part of the financial statements.

F-14

MIAMI DAYS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.

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

F-15

MIAMI DAYS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

NOTE 3 - LOAN FROM DIRECTOR

A Director loans the Company funds for working capital needs on an as needed
basis. The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $6,600 as of October 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 October
31, 2012.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

F-16

MIAMI DAYS CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

NOTE 6 - INCOME TAXES

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
========

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 October
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.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to October 31, 2012 to November 28, 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-17

[Back Page of Prospectus]

PROSPECTUS

10,000,000 SHARES OF COMMON STOCK

MIAMI DAYS CORP.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2013, 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.

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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 (1)
10.3 Amendment Number 1 to Agreement dated November 15, 2012 by and
between the Miami Days Corp. and Slavko Didic (1)
23.1 Consent of Legal Counsel (contained in exhibit 5.1) (1)
23.2 Consent of Ronald R. Chadwick, P.C. *

----------
* filed herewith

(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;

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(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.

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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 January 28, 2013.

MIAMI DAYS CORP.

By: /s/ Bojan Didic
---------------------------------------
Name: Bojan Didic
Title: President and Director
(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 and Director January 28, 2013
------------------------- (Principal Executive, Financial
and Accounting Officer)

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EXHIBIT INDEX

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

----------
* filed herewith

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