Form 10-KSB
U.
S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-KSB
(Mark
One)
[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
fiscal year ended September
30, 2002
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transition period from ___________ to _____________
Commission
File Number: 1-11883
AMT
GROUP, INC.
(Name
of
small business issuer as specified in its charter)
Nevada
|
95-3811580
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
50
Old Route 25A, Fort Salonga, NY 11768
________________________________________________________________________
(Address
of principal executive offices, including zip
code)
|
Registrant’s
telephone number, including area code: (646)
383-4832
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock $0.001 par value
___________________
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [ ]
Note
-
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under
those Sections.
Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes
[ ]
No [ X ]
Check
if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to
this Form 10-KSB. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act. Yes [ X ] No [ ]
The
issuer’s revenues for the Registrant’s fiscal year ending as of the date of this
Report were $42,220,967
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $4,448. Shares of common
stock held by each officer and director and by each person or group who owns
10%
or more of the outstanding common stock amounting to 400,000 shares have been
excluded in that such persons or groups may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As
of
December 3, 2007, there were 44,480,622 shares of our common stock were issued
and outstanding.
Documents
Incorporated by Reference: None.
Transitional
Small Business Disclosure Format: No.
PART
I
Item
1. Description of Business
We
were
originally incorporated in 1960 in Hawaii, as "Pacific International, Inc.” with
the intent of acquiring and managing developed and underdeveloped real estate.
However, we did not conduct significant operations for a number of years until
we agreed to acquire substantially all of the assets and assume certain
liabilities of Sterling Alliance Group, Ltd. in December 1995. Subsequently,
we
changed our name to EMB Corporation to reflect the change in the purpose and
nature of our business. On February 7, 2007, we merged with and into AMT Group,
Inc. a Nevada corporation, changing our name to AMT Group, Inc.
In
December 1998, we substantially ceased operations of our EMB Mortgage
Corporation subsidiary and in January 2000, we adopted a plan to divest
ourselves of the remaining mortgage banking operations. On February 22, 2000,
we
sold our interest in Residential Mortgage Corporation to another mortgage
banking entity, through the cancellation of 40,000 shares of our common
stock.
On
June
24, 2000, we entered into an asset purchase agreement with Cyrus, Ltd. to
acquire rights to operate two natural gas processing plants in Tennessee. On
November 10, 2000, we rescinded the transaction due to the quality of the gas
available for processing.
On
November 10, 2000, our board of directors approved a plan to acquire various
natural gas pipelines, located in the State of Oklahoma for total consideration
of $1,200,000, which would be paid with a convertible promissory note. Following
our due diligence investigation, we decided not to proceed with the proposed
acquisition.
On
July
23, 2001, we entered into an agreement to acquire from William R. Parker, its
sole shareholder, all of the issued and outstanding shares of Saddleback
Investment Services, Inc., a California corporation, doing business as American
National Mortgage.
On
September 30, 2001, we entered into an agreement to acquire from FGFC Holdings,
Inc., a California corporation, its sole shareholder, all of the issued and
outstanding shares of First Guaranty Financial Corporation, a California
corporation.
On
September 6, 2002, we entered into a rescission agreement with FGFC Holdings,
Inc. rescinding the September 30, 2001 agreement and any amendments
thereto.
On
November 12, 2002, we entered into a rescission agreement with William R. Parker
rescinding the July 23, 2001 agreement and any amendments thereto.
We
have
had minimal business operations since June 30, 2002.
Item
1a. Risk Factors
An
investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors and the other information in
this
registration statement before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.
Our
future revenues are unpredictable and our operating results are likely to
fluctuate from quarter to quarter.
Our
quarterly and annual operating results have fluctuated in the past and are
likely to fluctuate significantly in the future due to a variety of factors,
some of which are outside of our control. Accordingly, we believe that
period-to-period comparisons of our results of operations are not meaningful
and
should not be relied upon as indications of future performance. Some of the
factors that could cause our quarterly or annual operating results to fluctuate
include market acceptance of our mortgage services and systems, business
development, ability to originate and process mortgage loans, and competitive
pressures.
The
mortgage lending business is affected by interest rates and other factors beyond
our control.
The
results of our will be affected by various factors, many of which are beyond
our
control. The results of our operations, will depend, among other things, on
the
level of net cash flows generated by our mortgage assets and the supply of
and
demand for mortgage loans. Our net cash flows will vary as a result of changes
in interest rates, the behavior of which involves various risks and
uncertainties as set forth below. Prepayment rates and interest rates depend
upon the nature and terms of the mortgage assets, the geographic location of
the
properties securing the mortgage loans, conditions in financial markets, the
fiscal and monetary policies of the United States government and the Board
of
Governors of the Federal Reserve System, international economic and financial
conditions, competition and other factors, none of which can be predicted with
any certainty. Because interest rates will significantly affect our activities,
our operating results will depend, in large part, upon our ability to utilize
appropriate strategies to maximize returns while attempting to minimize
risks.
Mortgage
loans are subject to the risk of default by borrowers and certain inherent
risks
related to real estate.
Mortgage
loans are subject to varying degrees of risk, including the risk of a default
by
the borrowers on a mortgage loan, and the added responsibility on the part
of
the Company of foreclosing in order to protect its investment. The ability
of
the borrowers to make payments on non-single-family mortgage loans is highly
dependent on the borrowers' ability to manage and sell, refinance or otherwise
dispose of the properties and will be dependent upon all the risks generally
associated with real estate investments which are beyond our control. We must
rely on the experience and ability of the borrowers to manage, develop and
dispose of or refinance the properties. Investing in real estate is highly
competitive and is subject to numerous inherent risks, including, without
limitation, changes in general or local economic conditions, neighborhood values
and interest rates, limited availability of mortgage funds which may render
the
sale or refinancing of the properties difficult, increases in real estate taxes,
other operating expenses, the supply and demand for properties of the type
involved, toxic and hazardous wastes, environmental considerations, zoning
laws,
entitlements, rent control laws, other governmental rules and fiscal policies
and acts of God, such as floods, which may result in uninsured
losses.
We
may not diversify our portfolio of mortgage loans.
Our
mortgage loans may be obligations of a limited number of borrowers on a limited
number of properties. The lack of diversity in the type, number and geographic
location of mortgage loans made by us would materially increase the risk of
an
investment in the Common Stock.
In
the event we are not successful in securitizing mortgage loans, we will continue
to bear the risks of borrower defaults and bankruptcies, fraud losses and
special hazard losses.
We
may
acquire and accumulate mortgage loans as part of our long-term investment
strategy or until a sufficient quantity has been acquired for securitization
into mortgage-backed securities. There can be no assurance
that
we
will be successful in securitizing mortgage loans. While holding mortgage loans,
we will be subject to risks of borrower defaults and bankruptcies, fraud losses
and special hazard losses. In the event of any default under mortgage loans
held
by us, we will bear the risk of loss of principal to the extent of any
deficiency between the value of the mortgage collateral and the principal amount
of the mortgage loan. It may not be desirable, possible or economic for us
to
complete the securitization of any or all mortgage loans which the Company
acquires or funds, in which case we will continue to hold the mortgage loans
and
bear the risks of borrower defaults and special hazard losses.
The
mortgage loans we invest in will be secured by the properties and will also
be a
recourse obligation of the borrower. In the event of a default, we will be
able
to look to the borrower to make up any deficiency between the value of the
collateral and the principal amount of the mortgage loan.
It
is
expected that when we acquire mortgage loans, the sellers will represent and
warrant to us that there has been no fraud or misrepresentation with respect
to
the origination of the mortgage loans and will agree to repurchase any loan
with
respect to which there is fraud or misrepresentation. There can be no assurance
that we will be able to obtain the repurchase agreement from the sellers.
Although we may have recourse to the sellers based on the sellers'
representations and warranties to us, we will be at risk for loss to the extent
the sellers do not perform their repurchase obligations.
We
may
acquire mortgage loans from failed savings and loan associations or banks
through United States government agencies such as the Resolution Trust
Corporation or the Federal Deposit Insurance Corporation. These institutions
do not provide the seller's typical representations against fraud and
misrepresentation. We intend to acquire third party insurance, to the extent
that it is available at a reasonable price, for such risks. In the event we
are
unable to acquire such insurance, we would be relying solely on the value of
the
collateral underlying the mortgage loans. Accordingly, we will be subject to
a
greater risk of loss on obligations purchased from these
institutions.
To
the extent that we are unable to maintain an adequate warehouse line of credit,
we may have to curtail loan origination and purchasing
activities.
We
rely
significantly upon its access to warehouse credit facilities in order to fund
new originations and purchases. We expect to be able to maintain its existing
warehouse line of credit (or to obtain replacement or additional financing)
as
the current arrangements expire or become fully utilized; however, there can
be
no assurance that such financing will be obtainable on favorable terms, if
at
all. To the extent that we are unable to maintain an adequate warehouse line
of
credit, we may have to curtail loan origination and purchasing activities,
which
could have a material adverse effect on our operations and financial
condition.
Variations
in mortgage prepayments may cause changes in our net cash
flows.
Mortgage
prepayment rates vary from time to time and may cause changes in the amount
of
our net cash flows. To the extent that prepayments occur, the yield on our
mortgage loans would be affected as well as our net cash flows. Prepayments
of
adjustable-rate mortgage loans included in or underlying mortgage-backed
securities generally increase when then-current mortgage interest rates fall
below the interest rates on such adjustable-rate mortgage loans. Conversely,
prepayments of such mortgage loans generally decrease when then-current mortgage
interest rates exceed the interest rate on the mortgage loans included in or
underlying such mortgage-backed securities. Prepayment experience also may
be
affected by the geographic location of the properties securing the mortgage
loans included in or underlying mortgage-backed securities, the assumability
of
such mortgage loans, the ability of the borrower to convert to a fixed-rate
loan, conditions in the housing and
financial
markets and general economic conditions.
Our
portfolio of mortgage loans may include privately issued pass-through
certificates which are typically not guaranteed by the United States
Government
We
may
include privately issued pass-through certificates backed by pools of
adjustable-rate single family and multi-family mortgage loans and other real
estate-backed mortgage loans in its investment portfolio. Because
principal
and interest payments on privately issued pass-through certificates are
typically not guaranteed by the United States government or an agency of the
United States government, such securities generally are structured with one
or
more types of credit enhancement. Such forms of credit enhancement are
structured to provide protection against risk of loss due to default on the
underlying mortgage loan, or bankruptcy, fraud and special hazard losses, such
as earthquakes. Typically, third parties insure against these types of losses,
and we would be dependent upon the credit worthiness of the insurer for
credit-rating, claims paying ability of the insurer and timeliness of
reimbursement in the event of a default on the underlying obligations.
Furthermore, the insurance coverage for various types of losses is limited
in
amount, and losses in excess of the limitation would be our
responsibility.
We
may
also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each of these
entities provides guarantees against risk of loss for securities issued by
it.
In the case of GNMA, the timely payment of principal and interest on its
certificates is guaranteed by the full faith and credit of the United States
government. FNMA guarantees the scheduled payments of interest and principal
and
the full principal amount of any mortgage loan foreclosed or liquidated on
its
obligations. FHLMC guarantees the timely payment of interest and ultimate
collection of principal on its obligations, while with respect to certificates
issued by FNMA and FHLMC, payment of principal and interest of such certificates
are guaranteed only by the respective entity and not by the full faith and
credit of the United States government.
We
are dependent upon independent mortgage brokers and others, none of whom is
contractually obligated to do business with us.
We
depend
in part on independent mortgage brokers, financial institutions, realtors® and
mortgage bankers for its originations and purchases of mortgage loans. Our
competitors also seek to establish relationships with such independent mortgage
brokers, financial institutions, realtors® and mortgage bankers, none of whom is
contractually obligated to continue to do business with us. In addition, we
expect expects the volume of wholesale loans that it originates and purchases
to
increase. Our future results may become more exposed to fluctuations in the
volume and cost of its wholesale loans resulting from competition from other
originators and purchasers of such loans, market conditions and other factors.
We
will have little control over the operations of the pass-through entities in
which we may purchase interests.
If
we
purchase interests in various pass-through entities, we will be in the position
of a "holder" of shares of such entities including, real estate investment
trusts, other trusts or partnerships, or a holder of other types of pass-through
interests. Therefore, we will relying exclusively on the management capabilities
of the general partners, managers and trustees of those entities for the
management and investment decisions made on their behalf. In particular, except
for voting rights on certain matters, we will have no control over the
operations of the pass-through entities in which it purchases interests,
including all matters relating to the operation, management, investment
decisions, income and expenses of such entities, including decisions with
respect to actions to be taken to collect amounts owed to such entities. If
such
managers, trustees or general partners take actions or make decisions which
are
adverse to us or a pass-through entity, it may not be cost-efficient for us
to
challenge such actions or decisions. Moreover, if we do not become a substituted
owner of such interests, it would not have the right to vote on matters on
which
other interest owners in such entities have a right to vote or otherwise
challenge management decisions. Finally, should any of such managers, trustees
or general partners experience financial difficulties for any reason, the
entities in which we invest could be adversely affected, thereby adversely
affecting the value of our investments.
Mortgage
loans, other than those representing mortgage loans on single-family
residential, may represent "balloon" obligations, requiring no payments of
principal over the term of the indebtedness with a "balloon" payment
of
all of
the principal due at maturity. "Balloon" payments will probably require a sale
or refinancing of properties at the time they are due. No assurance can be
given
that the borrowers will have sufficient assets to pay off the indebtedness
when
due, or that sufficient liquidity will be generated from the disposition or
refinancing of the properties to enable the owner to pay the principal or
interest due on such mortgage loans.
Upon
foreclosure of a property, we may have difficulty in finding a purchaser or
may
have to sell the property at a loss.
If
a
mortgaged property is not sold by the maturity date of the underlying mortgage
loan, the borrower may have difficulty in paying the outstanding balance of
such
mortgage loan and may have to refinance the property. The borrower
may also experience difficulty in refinancing the property if that becomes
necessary due to unfavorable interest rates or the unavailability of
credit.
If
any
amounts under a mortgage loan are not paid when due, we may foreclose upon
the
property of the borrower. In the event of such a default which requires us
to
foreclose upon a property or otherwise pursue its remedies in order to protect
our investment, we will seek to obtain a purchaser for the property upon such
terms as we deem reasonable. However, there can be no assurance that the amount
realized upon any such sale of the underlying property will result in financial
profit or prevent loss. In addition, because of potential adverse changes in
the
real estate market, locally or nationally, we may be forced to own and maintain
the property for a period of time to protect the value of its investment. In
that event, we may not be able to receive any cash flow from such mortgage
loan
and we would be required to pay such sums as may be necessary to maintain and
manage the property.
We
may be required to investigate and clean up hazardous or toxic substances of
properties securing loans that are in default.
We
have
not been required to perform any investigation or clean up activities, nor
has
it been subject to any environmental claims. There can be no assurance, however,
that this will remain the case in the future. In the course of our business,
we
have acquired and may acquire in the future properties securing loans that
are
in default. Although we primarily lend to owners of residential properties,
there is a risk that we could be required to investigate and clean up hazardous
or toxic substances or chemical releases at such properties after we acquire
them and may be held liable to a governmental entity or to third parties for
property damage, personal injury and investigation and cleanup costs incurred
by
such parties in connection with the contamination. In addition, the owner or
former owners of a contaminated site may be subject to common law claims by
third parties based on damages and costs resulting from environmental
contamination emanating from such property.
The
amount of interest charged to a borrower is subject to compliance with state
usury laws
The
amount of interest payable by a borrower to us may exceed the rate of interest
permitted under the California Usury Law and the usury laws of other states.
Although we do not intend to make or invest in mortgage loans with usurious
interest rates, there are uncertainties in determining the legality of interest
rates. Such limitations, if applicable, may decrease the yield on our
investments.
With
respect to the interest rate we charge to our borrowers in the State of
California, the we will relying upon the exemption from its usury law which
provides that loans that are made or arranged by a licensed real estate broker
and which are secured by a lien on real property are exempt from the usury
law.
We intend to use licensed real estate brokers to arrange the mortgage loans
so
that no violation of the applicable usury law would take place. Additionally,
if
any of our employees or directors is a licensed real estate broker in the State
of California, we may use such person to arrange all or a portion of the
mortgage loans to qualify for the usury exemption.
The
consequences for failing to abide by the usury law include forfeiture of all
interest payable on the loan, treble damages with respect to excessive interest
actually paid, and criminal penalties. We believe that because of the applicable
exemptions and the provisions of California Civil Code 1917.005 exempting
lenders who originate loan transactions from the California usury laws, no
violation of the California Usury Law will occur. We will attempt to rely on
similar exemptions in other states if necessary but there is no guarantee that
it will be able to do so.
If
a borrower enters bankruptcy, an automatic stay will prevent us or any trustee
from foreclosing on the property securing such borrower's loan until relief
from
the stay can be sought.
If
a
borrower enters bankruptcy, either voluntarily or involuntarily, an automatic
stay of all proceedings against the borrower's property will issue. This stay
will prevent us or any trustee from foreclosing on the property securing such
borrower's loan until relief from the stay can be sought from the bankruptcy
court. No guaranty can be given that the bankruptcy court will lift the stay,
and significant legal fees and costs may be incurred in attempting to obtain
such relief.
We
face competition in the acquisition of mortgage loans from competitors having
greater financial resources.
We
will
face intense competition in the origination, acquisition and liquidation of
its
mortgage loans. Such competition can be expected from banks, savings and loan
associations and other entities, including REITs. Many of our competitors have
greater financial resources than us.
Because
of intense competition for skilled personnel, we may not be able to recruit
or
retain necessary personnel on a cost-effective basis.
Our
future success will depend in large part upon our ability to identify, hire,
retain and motivate highly skilled employees. We plan to significantly increase
the number of our marketing, sales, customer support and operations employees
to
effectively serve the evolving needs of our present and future customers.
Competition for highly skilled employees in our industry is intense. In
addition, employees may leave our company and subsequently compete against
us.
Our failure to attract and retain these qualified employees could significantly
harm our business. The loss of the services of any of our qualified employees,
the inability to attract or retain qualified personnel in the future or delays
in hiring required personnel could hinder the development and introduction
of
new and enhanced products and harm our ability to sell our products. Moreover,
companies in our industry whose employees accept positions with competitors
frequently claim that their competitors have engaged in unfair hiring practices.
We may be subject to such claims in the future as we seek to hire qualified
personnel, some of whom may currently be working for our competitors. Some
of
these claims may result in material litigation. We could incur substantial
costs
in defending ourselves against these claims, regardless of their
merits.
The
loss of any of our key personnel could significantly harm our
business.
Our
success depends to a significant degree upon the continuing contributions of
our
key management, technical, marketing and sales employees. The loss of the
services of any key employee could significantly harm our
business,
financial condition and results of operations. There can be no assurance that we
will be successful in retaining our key employees or that we can attract or
retain additional skilled personnel as required. Failure to retain key personnel
could significantly harm our business, financial condition and results of
operations.
Claims
that we infringe third-party intellectual property rights could result in
significant expenses or restrictions on our ability to sell our
products.
From
time
to time, other parties may assert patent, copyright, trademark and other
intellectual property rights to technologies and in various jurisdictions that
are important to our business. Any claims asserting that our products infringe
or may infringe proprietary rights of third parties, if determined adversely
to
us, could significantly harm our business. Any claims, with or without merit,
could be time-consuming, result in costly litigation, divert the efforts of
our
technical and management personnel, cause product shipment delays or require
us
to enter into royalty or licensing agreements, any of which could significantly
harm our business. Royalty or licensing agreements, if required, may not be
available on terms acceptable to us, if at all. In the event a claim against
us
was successful and we could not obtain a license to the relevant technology
on
acceptable terms or license a substitute technology or
redesign
our products to avoid infringement, our business would be harmed.
The
market price of our common stock may experience fluctuation unrelated to
operating performance, including future private or public offerings of our
capital stock.
The
market price of our Common Stock may experience fluctuations that are unrelated
to our operating performance. In particular, the price of the Common Stock
may
be affected by general market price movements as well as developments
specifically related to the mortgage industry such as, among other things,
interest rate movements. In addition, our operating income on a quarterly basis
is significantly dependent upon the successful completion of our loan sales
in
the market, and our inability to complete these transactions in a particular
quarter may have a material adverse impact on our results of operations for
that
quarter and could, therefore, negatively impact the price of our Common Stock.
We
may
increase its capital by making additional private or public offerings of our
Common Stock, securities convertible into our Common Stock, preferred stock
or
debt securities. The actual or perceived effect of such offerings, the timing
of
which cannot be predicted, may be the dilution of the book value or earnings
per
share of the Common Stock outstanding, which may result in the reduction of
the
market price of the Common Stock and affect our ability to access the capital
markets.
Any
acquisitions that we may undertake could be difficult to integrate, disrupt
our
business, dilute shareholder value and significantly harm our operating
results.
We
expect
to review opportunities to buy other businesses or technologies that would
complement our current products, expand the breadth of our markets or enhance
our technical capabilities, or that may otherwise offer growth opportunities.
While we have no current agreements or negotiations underway, we may buy
businesses, products or technologies in the future. If we make any future
acquisitions, we could issue stock that would dilute existing stockholders'
percentage ownership, incur substantial debt or assume contingent liabilities.
We have no experience in acquiring other businesses and technologies. Potential
acquisitions also involve numerous risks, including:
•
Problems assimilating the purchased operations, technologies or
products;
•
Unanticipated costs associated with the acquisition;
•
Diversion of management's attention from our core business;
•
Adverse
effects on existing business relationships with suppliers and
customers;
•
Risks
associated with entering markets in which we have no or limited prior
experience; and
•
Potential loss of the purchased organization's or our own key
employees.
We
cannot
assure you that we would be successful in overcoming problems encountered in
connection with such acquisitions, and our inability to do so could
significantly harm our business.
Our
headquarters and many of our customers are located in California where natural
disasters may occur.
Currently,
our corporate headquarters, and many of the borrowers for whom we provide
mortgages are located in California. California historically has been vulnerable
to natural disasters and other risks, such as earthquakes, fires and floods,
which at times have disrupted the local economy and posed physical risks to
our
property. We presently do not have redundant, multiple site capacity in the
event of a natural disaster. In the event of such a disaster, our business
would
suffer.
We
have a limited operating history and may not succeed.
We
have a
limited operating history and may not succeed. Our plans and businesses are
“proposed” and “intended” but we may not be able to successfully implement them.
We expect that unanticipated expenses, problems, and technical difficulties
will
occur and that they will result in material delays in the operation of our
business. We may not obtain sufficient capital or achieve a significant level
of
operations and, even if we do, we may not be able to conduct such operations
on
a profitable basis.
Requirements
associated with being a public company will require significant company
resources and management attention.
We
are
subject to the reporting requirements of the Securities Exchange Act of 1934,
or
the other rules and regulations of the SEC or any securities exchange relating
to public companies. We are working with independent legal, accounting and
financial advisors to identify those areas in which changes should be made
to
our financial and management control systems to manage our growth and our
obligations as a public company. These areas include corporate governance,
corporate control, internal audit, disclosure controls and procedures and
financial reporting and accounting systems. We have made, and will continue
to
make, changes in these and other areas, including our internal controls over
financial reporting. However, we cannot assure you that these and other measures
we may take will be sufficient to allow us to satisfy our obligations as a
public company on a timely basis.
In
addition, being a public company could make it more difficult or more costly
for
us to obtain certain types of insurance, including directors' and officers'
liability insurance, and we may be forced to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for
us to
attract and retain qualified persons to serve on our board of directors, our
board committees or as executive officers.
If
we
grow, we will face the risk that our existing resources and systems may be
inadequate to support our growth. We may also face new challenges, including
an
increase in information to be processed by our management information systems
and diversion of management attention and resources away from existing
operations and towards the opening of new and relocated stores and new markets.
Our current growth strategy will require us to increase our management and
other
resources over the next few years. In particular, heightened new standards
with
respect to internal accounting and other controls, as well as other
resource-intensive requirements of being a public company, may further strain
our business infrastructure. If we are unable to manage our planned growth
and
maintain effective controls, systems and procedures, we would be unable to
efficiently operate and manage our business and may experience errors or
information lapses affecting our public reporting, either of which could
adversely effect our operations and financial condition.
We
may
become parties to a number of legal and administrative proceedings involving
matters pending in various courts or agencies. These include proceedings
associated with facilities currently or previously owned, operated or leased
by
us and include claims for personal injuries and property damages. It is not
possible for us to estimate reliably the amount and timing of all future
expenditures related to legal matters and other contingencies.
Any
projections used in this report may not be accurate and our actual performance
may not match or approximate the projections.
Any
and
all projections and estimates contained in this report or otherwise prepared
by
us are based on information and assumptions which management
believes
to
be
accurate; however, they are mere projections and no assurance can be given
that
actual performance will match or approximate the projections.
Our
estimates may prove to be inaccurate and future net cash flows are uncertain.
Any significant variance from these assumptions could greatly affect our
estimates.
Our
estimates of both future sales and the timing of development expenditures are
uncertain and may prove to be inaccurate. We also make certain assumptions
regarding net cash flows and operating costs that may prove incorrect when
judged against our actual experience. Any significant variance from these
assumptions could greatly affect our estimates of future net cash flows and
our
ability to borrow under our credit facility.
We
require substantial capital requirements to finance our operations. Our
inability to obtain financing will adversely impact our
business.
We
will
require additional capital for future operations. We plan to finance anticipated
ongoing expenses and capital requirements with funds generated from the
following sources:
§ |
cash
provided by operating activities;
|
§ |
available
cash and cash investments; and
|
§ |
capital
raised through debt and equity offerings.
|
The
uncertainties and risks associated with future performance and revenues will
ultimately determine our liquidity and our ability to meet anticipated capital
requirements. If declining prices cause our anticipated revenues to decrease,
we
may be limited in our ability to replace our inventory. As a result, our
production and revenues would decrease over time and may not be sufficient
to
satisfy our projected capital expenditures. We may not be able to obtain
additional financing in such a circumstance.
Our
charter documents give our board of directors the authority to issue series
of
preferred stock without a vote or action by our stockholders. The board also
has
the authority to determine the terms of preferred stock, including price,
preferences and voting rights. The rights granted to holders of preferred stock
may adversely affect the rights of holders of our common stock. For example,
a
series of preferred stock may be granted the right to receive a liquidation
preference - a pre-set distribution in the event of a liquidation - that would
reduce the amount available for distribution to holders of common stock. In
addition, the issuance of preferred stock could make it more difficult for
a
third party to acquire a majority of our outstanding voting stock. As a result,
common stockholders could be prevented from participating in transactions that
would offer an optimal price for their shares.
We
do not anticipate paying dividends on our capital stock in the foreseeable
future.
We
do not
anticipate paying any dividends in the foreseeable future. We currently intend
to retain our future earnings, if any, to fund the growth of our business.
In
addition, the terms of the instruments governing our existing debt and any
future debt or credit facility may preclude us from paying any dividends.
Cautionary
Statement Concerning Forward-Looking Statements
The
following discussion and analysis should be read in conjunction with our audited
consolidated financial statements and related notes included in this report.
This report contains “forward-looking statements.” The statements contained in
this report that are not historic in nature, particularly those that utilize
terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
forward-looking statements based on current expectations and
assumptions.
Various
risks and uncertainties could cause actual results to differ materially from
those expressed in forward-looking statements. Factors that could cause actual
results to differ from expectations include, but are not limited to, those
set
forth under the section “Risk Factors” set forth in this report.
The
forward-looking events discussed in this report, the documents to which we
refer
you and other statements made from time to time by us or our representatives,
may not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us. For these statements,
we claim the protection of the “bespeaks caution” doctrine. All forward-looking
statements in this document are based on information currently available to
us
as of the date of this report, and we assume no obligation to update any
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.
Item
2. Description of Property
Real
Property
We
do not
own any property. As of August 2, 2007, we share office space at 50 Old Route
25A, Fort Salonga, NY 11768. We do not have a lease for this office space and
utilize the space on a month to month basis.
Item
3. Legal Proceedings
Item
4. Submission of Matters to a Vote of Security Holders
We
did
not submit any matters to our securities holders for the period of this
report.
PART
II
Item
5. Market for Common Equity and Related Stockholder
Matters.
Market
information
As
of
April 12, 2007, our common stock was quoted in the over-the-counter market
on
the electronic bulletin board maintained by the National Association of
Securities Dealers, Inc. under the symbol "AMTU." The closing price of our
common stock on April 12, 2007 was $0.05 as quoted on www.pinksheets.com.
As of
December 3, 2007, our common stock is not currently quoted.
When
the
trading price of the Company's Common Stock is below $5.00 per share, the Common
Stock is considered to be "penny stock" that are subject to rules promulgated
by
the Securities and Exchange Commission (Rule 15g-1 through 15g-9) under the
Securities Exchange Act of 1934. These rules impose significant requirements
on
brokers under these circumstances, including: (a) delivering to customers the
Commission's standardized risk disclosure document; (b) providing to customers
current bid and offers; (c) disclosing to customers the brokers-dealer and
sales
representatives compensation; and (d) providing to customers monthly account
statements.
We
have
approximately 911 holders of record of our common stock.
Dividends
We
have
not declared any cash dividends on any class of our securities and we do not
have any restrictions that currently limit, or are likely to limit, our ability
to pay dividends now or in the future. We intend to apply our earnings, if
any,
in expanding our operations and related activities. The payment of cash
dividends in the future will be at the discretion of our Board of Directors
and
will depend upon such factors as earnings levels, capital requirements, our
financial condition and other factors deemed relevant by the Board of
Directors.
We
do not
have any securities authorized for issuance under equity compensation
plans.
Item
6. Management’s Discussion and Analysis of Plan of
Operation
The
following discussion and analysis should be read in conjunction with our audited
consolidated financial statements and related notes included in this
registration statement. This registration statement contains “forward-looking
statements.” The statements contained in this report that are not historic in
nature, particularly those that utilize terminology such as “may,” “will,”
“should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or
comparable terminology are forward-looking statements based on current
expectations and assumptions.
Various
risks and uncertainties could cause actual results to differ materially from
those expressed in forward-looking statements. Factors that could cause actual
results to differ from expectations include, but are not limited to, those
set
forth under the section “Risk Factors” set forth in this registration
statement.
The
forward-looking events discussed in this registration statement, the documents
to which we refer you and other statements made from time to time by us or
our
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us.
For
these statements, we claim the protection of the “bespeaks caution” doctrine.
All forward-looking statements in this document are based on information
currently available to us as of the date of this report, and we assume no
obligation to update any forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results to differ materially from any future results, performance
or
achievements expressed or implied by such forward-looking
statements.
Critical
Accounting Policies
The
Company’s policy is to use the accrual method of accounting to prepare and
present financial statements,
which conform to generally accepted accounting principles. The company
has
elected a September 30, year-end.
The
Company considers all highly liquid investments with maturities of three months
or less when purchased, to be cash equivalents.
Revenue
is recognized at the time of sale.
The
Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes.” SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
Results
of Operations
For
the
year ended September 30, 2002, we had revenues of $42,220,967, operating
expenses of $37,096,753 and an operating income of $5,124,214.
Liquidity
and Capital Resources
At
September 30, 2002, we had cash of $0. As of December 3, 2007, we have $0 cash
on hand.
Off-balance
Sheet Arrangements
We
maintain no significant off-balance sheet arrangements
Foreign
Currency Transactions
None.
Our
financial statements and related explanatory notes can be found on the “F” Pages
at the end of this Report.
Item
8. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.
None.
Item
8A. Controls and Procedures.
As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange
Act”) we carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of the date of this
report. This evaluation was carried out under the supervision and with the
participation of our Chief Executive Officer/Chief Financial Officer. Based
upon
that evaluation, our sole officer has concluded that our disclosure controls
and
procedures were effective to ensure that information required to be disclosed
in
our Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms, and that such information is accumulated and communicated to them to
allow timely decisions regarding required disclosure. There were not any changes
in our internal control over financial reporting during our most recent fiscal
quarter that have materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Item
8B. Other Information.
None.
PART
III
Item
9.
|
Directors,
Executive Officers, Promoters And Control Persons; Compliance With
Section
16(a) Of The Exchange Act
|
The
following table sets forth, as of the date of this registration statement,
the
name, age and position of our sole officer and director.
NAME
|
|
AGE
|
|
POSITION
|
|
|
|
|
|
Ms.
Pak King Diu
|
|
22
|
|
President,
Financial Officer, Secretary and
Director
|
The
background of our sole director/executive officer is as follows:
Ms.
Pak King Diu
Ms.
Pak
King Diu is our Sole officer and Director. In addition to working for us, since
2002, she has been acting as the President of Delimma Company, Limited which
is
a Japanese fashion chain store located in Hong Kong. From October 2006, Ms.
Diu
has also worked as an independent consultant for Best Move Holdings Limited
(www.bestmoveholdings.com)
marketing its sports and high fashion apparel in the United States, Germany
and
16 cities in China. Ms. Diu Graduated from Hong Kong Ploytechnic University
with
a major in Fashion Merchandising.
Information
about our Board and its Committees.
Audit
Committee
We
currently do not have an audit committee although we intend to create one as
the
need arises. Currently, our Board of Directors serves as our audit
committee.
Compensation
Committee
We
currently do not have a compensation committee although we intend to create
one
as the need arises. Currently, our Board of Directors serves as our Compensation
Committee.
Advisory
Board
We
currently do not have an advisory board although we intend to create
one.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock. Executive officers, directors and greater-than-10% stockholders
are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review
of the copies of such reports furnished to us for the period covered by this
Report, the Section 16(a) reports required to be filed by our executive
officers, directors and greater-than-10% stockholders were not filed on a timely
basis.
Code
of Ethics
We
currently do not have an advisory board although we intend to create one as
the
need arises.
Item
10. Executive Compensation
The
following table sets forth the cash compensation paid to our Chief Executive
Officer, which is our sole executive officer, for services rendered, and to
be
rendered:
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
All
|
|
Name
and
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Deferred
|
Other
|
|
Principal
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
Compensation
|
Compen
|
|
Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
-sation
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms.
Pak King Diu(1)
|
|
2007
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
0
|
0
|
President,
Chief Financial Officer, Secretary, and Director
|
|
2006
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jennifer
Gottlob
|
|
2007
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
0
|
0
|
Former
President, Chief Financial Officer, Secretary, and
Director
|
|
2006
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Ms.
Diu
became our sole officer and director on July 24, 2007.
Employment
Agreement
We
currently do not have an employment agreement with Ms. Diu to act
as
our Director,
President, Chief Financial Officer and Secretary although we intend to enter
into one with Ms. Diu.
Compensation
of Director
We
currently do not compensate our sole director. In the future, we may compensate
our current director or any additional directors for reasonable out-of-pocket
expenses in attending board of directors meetings and for promoting our
business. From time to time we may request certain members of the board of
directors to perform services on our behalf. In such cases, we will compensate
the directors for their services at rates no more favorable than could be
obtained from unaffiliated parties.
Item
11. Security Ownership of Certain Beneficial Owners and
Management.
The
following table sets forth certain information regarding the beneficial
ownership of the 44,480,622 issued and outstanding shares of our common stock
as
of December 3, 2007, by the following persons:
· |
each
person who is known to be the beneficial owner of more than five percent
(5%) of our issued and outstanding shares of common
stock;
|
· |
each
of our directors and executive officers;
and
|
· |
All
of our Directors and Officers as a group
|
Name
And Address
|
Number
Of Shares
Beneficially
Owned
|
Percentage
Owned
|
|
|
|
Tian-ming
Ren(1)
|
50,000
|
*
|
|
|
|
Chao-chyn
Tseng(2)
|
300,000
|
*
|
|
|
|
Yun-sen
Ku(3)
|
50,000
|
*
|
|
|
|
Ms.
Pak King Diu(4)
|
0
|
0%
|
|
|
|
Total
|
400,000
|
*
|
*
Less
than 1%
(1) The
address is 4F,
No.
137, Sec. 2, Shiyuan RoadWanhua District, Taipei 108, Taiwan.
(2) The
address is 5F-2, No. 765, Section 4, Bade Road, Sungshan District, Taipei 10567,
Taiwan.
(3) The
address is 6F, No. 10, Lane21, Alley 68Wenhu Street, Neihu District, Taipei
11445, Taiwan.
(4) The
address is 50
Old
Route 25A, Fort Salonga, NY 11768.
Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.
The number of shares and the percentage beneficially owned by each individual
listed above include shares that are subject to options held by that individual
that are immediately exercisable or exercisable within 60 days from the date
of
this registration statement and the number of shares and the percentage
beneficially owned by all officers and
directors as a group includes shares subject to options held by all officers
and
directors as a group that are immediately exercisable or exercisable within
60
days from the date of this registration statement.
Item
12. Certain Relationships and Related Transactions.
We
have
not entered into any material transactions with related parties in the past
two
years.
Transactions
with Promoters
None.
Item
13. Exhibits.
Exhibit
#
|
|
Description
|
|
|
|
3.1
|
|
Restated
Articles of Incorporation (incorporated by reference to Exhibit 3(i)
to
our Registration Statement on Form 10-SB filed on June 28,
1996).
|
3.2
|
|
Bylaws
(incorporated by reference to Exhibit 3(i) to our Registration Statement
on Form 10-SB filed on June 28, 1996).
|
|
|
|
31.1
|
|
Certification
of Ms.
Pak King Diu,
pursuant to Rule 13a-14(a) (Attached hereto).
|
|
|
|
31.2
|
|
Certification
of Ms.
Pak King Diu,
pursuant to Rule 13a-14(a) (Attached hereto).
|
|
|
|
32.1
|
|
Certification
of Ms.
Pak King Diu,
pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 (Attached
hereto).
|
Item
14. Principal Accountant Fees and Services.
Appointment
of Auditors
Our
Board
of Directors selected Lawrence Scharfman, CPA, as our auditors for the year
ended as of the date of this Report.
Audit
Fees
Lawrence
Scharfman, CPA, billed us $8,000 in audit fees during the year ended as of
the
date of this Report.
Audit-Related
Fees
We
did
not pay any fees to Lawrence Scharfman, CPA, for assurance and related services
that are not reported under Audit Fees above, during our fiscal year ending
as
of the date of this Report.
Tax
and All Other Fees
We
did
not pay any fees to Lawrence Scharfman, CPA , for tax compliance, tax advice,
tax planning or other work during our fiscal year ending as of the date of
this
Report.
Pre-Approval
Policies and Procedures
We
have
implemented pre-approval policies and procedures related to the provision of
audit and non-audit services. Under these procedures, our board of directors
pre-approves all services to be provided by Lawrence Scharfman, CPA, and the
estimated fees related to these services.
With
respect to the audit of our financial statements as of the date of this Report,
and for the year then ended, none of the hours expended on Lawrence Scharfman,
CPA’s engagement to audit those financial statements were attributed to work by
persons other than Lawrence Scharfman, CPA’s full-time, permanent
employees.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
AMT
Group, Inc.
/s/
Ms.
Pak King Diu
By:
Ms.
Pak King Diu
Its:
President
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant on the capacities and on the
dates
indicated.
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Ms.
Pak King Diu
Ms.
Pak King Diu
|
|
Director,
President, Chief Executive Officer, and Chief Financial
Officer
|
|
December
3, 2007
|
AMT
GROUP, INC.
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
|
|
|
|
|
Balance
Sheet at September 30, 2002
|
|
F-3
|
|
|
|
|
|
Statements
of Operations for the year ended September 30, 2002
|
|
F-4
|
|
|
|
|
|
Statement
of Changes in Shareholders' Deficit for the period from September
30, 2001
through September 30, 2002
|
|
F-5
|
|
|
|
|
Statements
of Cash Flows for the year ended September 30,2002
and
for the period from October 1, 2000 through September 30,
2001
|
|
F-6
|
|
|
|
|
Notes
to Financial Statements
|
|
F-7
|
LAWRENCE
SCHARFMAN CPA P.A.
Certified
Public Accountants
9608
Honey Bell Circle
Boynton
Beach, FL 33437
Telephone:
(561) 733-0296
Facsimile:
(561) 740-0613
INDEPENDENT
AUDITORS' REPORT
To
the
Board of Directors of:
AMT
Group, Inc., fka, EMB Corp.
50
Old
Route 25A
Fort
Salonga, NY 11768
We
have
audited the accompanying balance sheet of AMT Group, Inc, fka, EMB Corp, a
Nevada corporation, as of September 30, 2002 and the related statements of
operations, stockholders equity and cash flows for the year then
ended.
These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audits 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. We believe that our
audit provides a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of AMT Group, Inc. as of September
30,
2002 and the results of its operations in conformity with accounting principles
generally accepted in the United States of America. The company has had
difficulty in generating sufficient cash flow to meet its obligations and is
dependent on management's ability to develop profitable operations. These
factors, among others may raise substantial doubt as to their ability to
continue as a going concern.
Lawrence
Scharfman CPA PA
/s/
Lawrence Scharfman CPA, PA
Boynton
Beach, Florida
June
30,
2007
F-2
AMT
GROUP, INC.
|
BALANCE
SHEET
|
September
30, 2002
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
$
|
0
|
|
|
Total
current assets
|
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$
|
0
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
|
0
|
|
|
Total
current liabilities
|
|
0
|
|
|
|
|
|
Long-term
Liabilities:
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
0
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT (Note 4)
|
|
|
|
Preferred
Convertible Series D stock, 1,000,000 shares authorized, no par
value,
|
|
140,000
|
|
|
140,000
shares issued and outstanding
|
|
—
|
|
Preferred
Convertible Series E stock, 3,000,000 shares authorized, no par
value,
|
|
235,000
|
|
|
2,500,000
shares issued and outstanding
|
|
|
|
Common
stock, 30,000,000 shares authorized, no par value,
|
|
2,753,079
|
|
|
23,372,569
shares issued and outstanding
|
|
|
|
Treasury
Stock, Preferred Convertible shares
|
|
(235,000)
|
|
Retained
deficit
|
|
(2,893,079)
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' DEFICIT
|
|
0
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
0
|
|
|
|
|
|
See
notes to the financial statements
|
|
|
|
|
|
F-3
|
AMT
GROUP, INC.
|
STATEMENTS
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
The
|
|
For
The
|
|
|
|
Year
Ended
|
|
Year
Ended
|
|
|
|
September
30, 2002
|
|
September
30, 2001
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Sales
|
$
|
42,220,967
|
$
|
9,253,502
|
Total
revenues
|
|
42,220,967
|
|
9,253,502
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
Salaries
and Wages
|
|
0
|
|
1,961,234
|
|
General
and administrative (Note 1)
|
|
2,900,803
|
|
2,838,838
|
|
Interest
and fees
|
|
41,915
|
|
2,723,615
|
|
Commissions
|
|
0
|
|
1,451,840
|
|
Write
Down of Assets
|
|
34,154,035
|
|
0
|
Total
operating expenses
|
|
37,096,753
|
|
8,975,527
|
|
|
|
|
|
|
Income
(Loss) from operations
|
|
5,124,214
|
|
277,975
|
|
|
|
|
|
|
Provision
for Income Taxes (Note 5)
|
|
-
|
|
12,648
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
$
|
5,124,214
|
$
|
265,327
|
|
|
|
|
|
|
Basic
income (loss) per common share
|
$
|
0.60
|
$
|
0.03
|
Diluted
income (loss) per common share
|
$
|
0.45
|
$
|
0.02
|
|
|
|
|
|
|
Weighted
average common shares outstanding - Basic
|
|
8,490,952
|
|
8,490,952
|
Weighted
average common shares outstanding - Diluted
|
|
11,490,952
|
|
11,490,952
|
|
|
|
|
|
|
See
notes to the financial statements
|
F-4
|
AMT
GROUP, INC.
|
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
Retained
|
|
Stockholders'
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2001
|
*
|
2,500,000
|
$
|
235,000
|
$
|
16,706,944
|
$
|
1,841,901
|
|
(2,500,000)
|
$
|
(235,000)
|
(7,134,276)
|
$
|
(5,292,375)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
Stock
|
*
|
140,000
|
|
140,000
|
|
6,665,625
|
|
911,178
|
|
0
|
|
0
|
—
|
|
1,051,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (loss) for the period from October
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,
2001 through September 30,2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
5,124,214
|
|
5,124,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(883,017)
|
|
(883,017)
|
Balance
at September 30, 2002
|
*
|
2,640,000
|
|
375,000
|
|
23,372,569
|
|
2,753,079
|
|
(2,500,000)
|
|
(235,000)
|
(2,893,079)
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
notes to the financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-5
|
AMT
GROUP, INC.
|
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
The
|
|
For
The
|
|
|
|
Year
Ended
|
|
Year
Ended
|
|
|
|
September
30, 2002
|
|
September
30, 2001
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
Net
loss
|
$
|
5,124,514
|
$
|
265,327
|
|
Adjustments
to reconcile net income to
|
|
|
|
|
|
net
cash provided by operating activities:
|
|
|
|
|
|
Depreciation
|
|
-
|
|
99,288
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
Accounts
Receivable
|
|
0
|
|
(187,593)
|
|
Loans
held for sale
|
|
0
|
|
(21,236,400)
|
|
Restricted
Assets
|
|
0
|
|
(21,970)
|
|
Accounts
payable and accrued expenses
|
|
0
|
|
94,288
|
|
Line
of Credit
|
|
0
|
|
21,236,400
|
|
|
|
|
|
|
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
5,124,514
|
|
500,862
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
Cash
received from acquisition of business
|
|
0
|
|
97,032
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Principal
paid on notes payable
|
|
|
|
(80,477)
|
|
Accumulated
deficit
|
|
(8,017,293)
|
|
0
|
|
Common
Stock
|
|
2,753,079
|
|
0
|
|
Preferred
Convertible Series D
|
|
140,000
|
|
0
|
|
Preferred
Convertible Series E
|
|
235,000
|
|
0
|
|
Treasury
Stock
|
|
(235,000)
|
|
|
NET
CASH USED IN FINANCING ACTIVITIES
|
|
(5,124,214)
|
|
16,555
|
|
|
|
|
|
|
NET
CHANGE IN CASH
|
|
0
|
|
517,417
|
|
|
|
|
|
|
CASH
BALANCES
|
|
|
|
|
|
Beginning
of period
|
|
0
|
|
61,519
|
|
End
of period
|
$
|
0
|
$
|
578,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
notes to the financial statements
|
F-6
|
AMT
GROUP, INC.
fka
EMB
Corp.
Notes
to Financial Statements
NOTE
1. SUMMARY
OF ACCOUNTING POLICIES
a. Organization
The
Company was originally incorporated in 1960 in Hawaii, as "Pacific
International, Inc.” with the intent of acquiring and managing developed and
underdeveloped real estate. The Company did not conduct significant operations
for a number of years until the Company acquired substantially all of the assets
and assumed certain liabilities of Sterling Alliance Group, Ltd. in December
1995. Subsequently, the Company changed its name to EMB Corporation to reflect
the change in the purpose and nature of its business. On February 7, 2007,
the
Company merged with and into AMT Group, Inc. a Nevada corporation, changing
its
name to AMT Group, Inc.
In
December 1998, the Company substantially ceased operations of its EMB Mortgage
Corporation subsidiary and in January 2000, the Company adopted a plan to divest
the remaining mortgage banking operations. On February 22, 2000, the Company
sold its interest in Residential Mortgage Corporation to another mortgage
banking entity, through the cancellation of 40,000 shares of its common
stock.
On
June
24, 2000, the Company entered into an asset purchase agreement with Cyrus,
Ltd.
to acquire rights to operate two natural gas processing plants in Tennessee.
On
November 10, 2000, the Company rescinded the transaction due to the quality
of
the gas available for processing.
On
November 10, 2000, the Company’s board of directors approved a plan to acquire
various natural gas pipelines, located in the State of Oklahoma for total
consideration of $1,200,000, which would be paid with a convertible promissory
note. Following our due diligence investigation, the Company decided not to
proceed with the proposed acquisition.
On
July
23, 2001, the Company entered into an agreement to acquire from William R.
Parker, its sole shareholder, all of the issued and outstanding shares of
Saddleback Investment Services, Inc., a California corporation, doing business
as American National Mortgage.
On
September 30, 2001, the Company entered into an agreement to acquire from FGFC
Holdings, Inc., a California corporation, its sole shareholder, all of the
issued and outstanding shares of First Guaranty Financial Corporation, a
California corporation.
On
September 6, 2002, the Company entered into a rescission agreement with FGFC
Holdings, Inc. rescinding the September 30, 2001 agreement and any amendments
thereto.
On
November 12, 2002, the Company entered into a rescission agreement with William
R. Parker rescinding the July 23, 2001 agreement and any amendments
thereto.
The
Company has had minimal business operations since June 30, 2002.
b.
Accounting Method
The
Company’s policy is to use the accrual method of accounting to prepare and
present financial statements,
which conform to generally accepted accounting principles (“GAAP”). The company
has
elected a September 30, year-end.
c.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less when purchased, to be cash equivalents.
d.
Use of Estimates in Financial Statement Preparation
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the use of estimates
and assumptions that affect the reported amounts of assets and liabilities,
the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. The Company's financial statements include amounts that are
based on management's best estimates and judgments. Actual results could differ
from those estimates.
e.
Revenue Recognition
Revenue
is recognized at the time of sale.
f.
Earnings per share
Basic
earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if potentially dilutive common shares had been issued.
i.
Income Taxes
The
Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes”. SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
j.
Recent Accounting Pronouncements
In
December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”. SFAS No.
123 (R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS
No. 123 (R) focuses primarily on the accounting for transactions in which an
entity obtains employee services in share-based payment transactions. SFAS
No.
123 (R) requires companies to recognize in the statement of operations the
cost
of employee services received in exchange for awards of equity instruments
based
on the grant-date fair value of those awards (with limited exceptions). SFAS
No.
123 (R) is effective as of the first interim or annual reporting period that
begins after June 15, 2005 for non-small business issuers and after December
15,
2005 for small business issuers. Accordingly, the Company has adopted SFAS
No.
123 (R) effective January 1, 2006. The Company has determined that the
provisions of SFAS No. 123 (R) did not have any significant impact on its
financial statement presentation or disclosures.
In
May
2005, the FASB issued SFAS No. 154 that establishes new standards on accounting
for changes in accounting principals. Pursuant to the new rules, all such
changes must be accounted for by retrospective application to the financial
statements of prior periods unless it is impracticable to do so. SFAS No. 154
completely replaces Accounting Principles Bulletin (APB) Opinion 20 and SFAS
3,
though it carries forward the guidance in those pronouncements with respect
to
accounting for changes in estimates, changes in the reporting entity, and the
correction of errors. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 31,
2005.
The
adoption of these pronouncements has not made a material effect on the Company’s
financial position or results of operations.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying financial
statements, the Company has a limited operating history and limited funds.
These
factors, among others, may indicate that the Company will be unable to continue
as a going concern.
The
Company is dependent upon outside financing to continue operations. The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty. It is management’s plans to raise necessary funds
via a private placement of its common stock to satisfy the capital requirements
of the Company’s business plan. There is no assurance that the Company will be
able to raise necessary funds, or that if it is successful in raising the
necessary funds, that the Company will successfully operate its business
plan.
The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and/or liabilities that might be
necessary should the Company be unable to continue as a going concern. Our
continuation as a going concern is dependent upon our ability to meet our
obligations on a timely basis, and, ultimately to attain profitability.
NOTE
3.
|
STOCKHOLDERS’
DEFICIT
|
The
stockholders’ equity section of the Company contains the following classes of
capital stock as
of
September 30, 2002:
Preferred
stock Series D, no par value; 1,000,000 shares authorized, 140,000 shares issued
and outstanding.
Preferred
stock Series E, no par value; 3,000,000 shares authorized, 2,500,000 shares
issued and outstanding.
Common
stock, no par value; 30,000,000 shares authorized: 23,372,569 shares issued
and
outstanding.
NOTE
5. INCOME
TAXES
A
reconciliation of U.S. statutory federal income tax rate to the effective rate
follows:
|
|
For
The
|
|
For
The
|
|
|
Year
Ended
|
|
Year
Ended
|
|
|
September
30,
2002
|
|
September
30,
2001
|
|
|
|
|
|
U.S.
statutory federal rate, graduated………………………………..
|
|
34.24%
|
|
34.24%
|
State
income tax rate, net of federal…………………………………….
|
|
4.21%
|
|
4.21%
|
Net
operating loss (NOL) for which
|
|
|
|
|
no
tax benefit is currently
available……………............................
|
|
-38.45%
|
|
-38.45%
|
|
|
0.00%
|
|
0.00%
|
At
September 30, 2002, deferred tax assets consisted of a net tax asset of
$0.
F-7