Edgar Filing: AMT Group, Inc.

form10qsb33107.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

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

		For the quarterly period ended March 31, 2007

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

For the transition period from ___________ to _____________

AMT GROUP, INC.

Nevada	1-11883	95-3811580
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	50 Old Route 25A
	Fort Salonga, NY 11768
	(Address of principal executive offices)

	(646) 383-4832
	(Issuer’s Telephone Number)

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

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

Yes No X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ___ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of January 24, 2008, there were 44,480,622 shares of our common stock were issued and outstanding.

Transitional Small Business Disclosure Format: No

PART I

ITEM 1. FINANCIAL STATEMENTS

AMT Group, Inc., fka EMB Corp.

		Page

Balance Sheet at March 31, 2007 and September 30, 2006			F-2

Statement of Operations for the three months ended March 31, 2007, for the three months ended March 31, 2006, for the six months ended March 31, 2007 and for the six months ended March 31, 2005			F-3

Statement of Changes in Shareholders' Deficit for the period from September 30, 2001 through September 30, 2006 and for the six months ended March 31, 2007			F-4

Statement of Cash Flows for the six months ended March 31, 2007 and for the six months ended March31, 2006 and for the year ended September 30, 2006			F-5

Notes to Financial Statements			F-6

	F-1

AMT Group, Inc., fka EMB Corp.
BALANCE SHEET
March 31, 2007

		March 31, 2007			September 30, 2006

ASSETS

Current assets:
Cash		$	0		$	0
Total current assets			0			0


TOTAL ASSETS		$	0		$	0

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable		$	0		$	0
Total current liabilities			0			0

Long-term Liabilities:

TOTAL LIABILITIES			0			0

STOCKHOLDERS' DEFICIT (Note 3)
Preferred Convertible Series D stock, 5,000,000 shares authorized, no par value,			0			140,000
140,000 shares issued and outstanding, canceled February 2007			—			—
Preferred Convertible Series E stock, 3,000,000 shares authorized, no par value,			0			235,000
2,500,000 shares issued and outstanding, canceled February 2007
Common stock, 195,000,000 shares authorized, no par value,			2,753,079			2,753,079
63,372,569 shares issued and outstanding
Treasury Stock, Preferred Convertible shares			(235,000	)		(235,000	)
Retained deficit			(2,518,079	)		(2,893,079	)

TOTAL STOCKHOLDERS' DEFICIT			0			0

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	0		$	0

See notes to the financial statements

	F-2

AMT Group, Inc., fka EMB Corp.
STATEMENTS OF OPERATIONS


		For The		For The		For The		For The
		Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
		March 31, 2007		March 31, 2006		March 31, 2007		March 31, 2006

Revenues:
Sales		$	0	$	0	$	0	$	0
Total revenues			0		0		0		0

Expenses:
Salaries and Wages			0		0		0		0
General and administrative (Note 1)			0		0		0		0
Interest and fees			0		0		0		0
Commissions			0		0		0		0
Write Down of Assets			0		0		0		0
Total operating expenses			0		0		0		0

Income (Loss) from operations			0		0		0		0

Provision for Income Taxes (Note 4)			-		-		-		-

NET INCOME (LOSS)		$	0	$	0	$	0	$	0

Basic income (loss) per common share		$	0.00	$	0.00	$	0.00	$	0.00
Diluted income (loss) per common share		$	0.00	$	0.00	$	0.00	$	0.00

Weighted average common shares outstanding - Basic			0		0		0		0
Weighted average common shares outstanding - Diluted			0		0		0		0

See notes to the financial statements
	F-3

AMT Group, Inc., fka EMB Corp.
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


Net Income (loss) for the period from October 1, 2002
through September 30, 2003		—			—			—		—		—			—

Balance at September 30, 2003 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Net Income (loss) for the period from October 1, 2003
through September 30, 2004		—			—			—		—		—			—

Balance at September30, 2004 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Net Income (loss) for the period from October 1, 2004
through September 30, 2005		—			—			—		—		—			—

Balance at September30, 2005 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Net Income (loss) for the period from October 1, 2004
through September 30, 2006		—			—			—		—		—			—

Balance at September30, 2006 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Stock Issuance								40,000,000

Canceled Preferred Series Stock		(2,640,000	)		(375,000	)

Net Income (loss) for the period from October 1, 2006
through March 31, 2007		—			—			—		—		—			—

Balance at March 31, 2007 *		0			0			63,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0


See notes to the financial statements

	F-4

AMT Group, Inc., fka EMB Corp.
STATEMENTS OF CASH FLOWS


		For The		For The		For The
		Six Months Ended		Six Months Ended		Year Ended
		March 31, 2007		March 31, 2006		September 30, 2006

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	0	$	0	$	0
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation			0		0		0
Changes in operating assets and liabilities:
Accounts Receivable			0		0		0
Loans held for sale			0		0		0
Restricted Assets			0		0		0
Other Assets			0		0		0
Accounts payable and accrued expenses			0		0		0
Issuance of Common Stock for services			0		0		0
Line of Credit			0		0		0

NET CASH PROVIDED BY OPERATING ACTIVITIES			0		0		0

CASH FLOWS FROM INVESTING ACTIVITIES
Increase of Notes Receivable			0		0		0

CASH FLOWS FROM FINANCING ACTIVITIES
Principal paid on notes payable
Accumulated deficit			0		0		0
Common Stock			0		0		0
Preferred Convertible Series D			0		0		0
Preferred Convertible Series E			0		0		0
Treasury Stock			0		0		0
Issuance of shares for cash			0		0		0
NET CASH USED IN FINANCING ACTIVITIES			0		0		0

NET CHANGE IN CASH			0		0		0

CASH BALANCES
Beginning of period			0		0		0
End of period		$	0	$	0	$	0


See notes to the financial statements
	F-5

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.

NOTE 2.

GOING CONCERN

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

On or about February 8, 2007, the Company changed its domicile to the State of Nevada, changed its name to AMT Group, Inc. and effectuated a 1 for 100 reverse split of its common stock. The Company’s Series A, B, C, D and E Preferred Stock, (no shares outstanding) were canceled at that time. The 25 issued and outstanding shares of the Company’s Series F Preferred Stock were exchanged for 25 shares of AMT Group, Inc. Series A Preferred Stock on a one for one basis. On July 2, 2007, the 25 shares of AMT Group, Inc. Series A Preferred Stock were canceled.

The stockholders’ equity section of the Company contains the following classes of capital stock as of February 8, 2007

Preferred Stock

5,000,000 shares, $0.001 par value, authorized of which zero shares are issued and outstanding.

Common Stock

195,000,000 shares, $0.001 par value authorized, of which 63,372,569 shares are issued and outstanding.

NOTE 4. INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows:

	For The			For The
	Period Ended			Year Ended
	December 31, 2006			September 30, 2006

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 March 31, 2007 deferred tax assets consisted of a net tax asset of $0.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in this report. 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.

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.

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.

Results of Operations

For the period ended March 31, 2007, we had revenues of $0, operating expenses of $0 and a net income of $0. This net income of $0 was due to the closing of our business.

Liquidity and Capital Resources

At March 31, 2007, we had cash of $0. As of the date of this report, we have $0 cash on hand.

Off-balance Sheet Arrangements

We do not maintain any significant off-balance sheet arrangements

Foreign Currency Transactions

None.

Number of total employees and number of full time employees.

We do not have any full time employees and do not expect to hire any new employees within the next 12 months.

ITEM 3. 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 our most recently completed fiscal quarter. 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.

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. 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).

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Ms. Pak King Diu Ms. Pak King Diu	President, Chief Financial Officer and Secretary	February 6, 2008