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,
2003
[ ]
|
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 $0.
The
aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant was
approximately $974,031. 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 25,000,000 shareshave
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
January 24, 2008, there were
44,480,622 shares of ourcommon
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 January 24, 2008, 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 January 14,
2008, was $0.05 as quoted on www.pinksheets.com.
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 Analysisof
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,
2003,
we had revenues of $0,
operating expenses of $0and
an operating income of $0.
Liquidity
and Capital
Resources
At
September 30, 2003, we had cash of
$0. As of January 24, 2008, 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.
Informationabout
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
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|
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|
|
|
|
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|
|
|
|
|
|
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|
|
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|
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|
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Non-Equity
|
|
|
Nonqualified
|
|
|
All
|
|
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Name
and
|
|
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|
|
|
|
|
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|
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Incentive
|
|
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Deferred
|
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Other
|
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Principal
|
|
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|
|
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Stock
|
|
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Option
|
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Plan
|
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Compensation
|
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Compen
|
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Position
|
Year
|
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Salary
|
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Bonus
|
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|
Awards
|
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Awards
|
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Compensation
|
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Earnings
|
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-sation
|
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Total
|
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|
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|
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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 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
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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 |
|
|
|
|
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|
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(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 January 24, 2008, 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
|
|
|
|
|
|
|
|
|
Daygain
Limited(1)
|
|
|
25,000,000 |
|
|
|
56 |
% |
|
|
|
|
|
|
|
|
|
Ms.
Pak King Diu(2)
|
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
Total
|
|
|
25,000,000 |
|
|
|
56 |
% |
(1)
The address is Room 203, 2/F Siu Fat Industrial Building, 139-141 Wai Yip
Street, Kwun Tong, Kowloon, Hong Kong.
(2)
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 $8,000in
audit fees duringthe 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
|
January
24, 2008
|
AMT
Group, Inc., fka EMB Corp.
|
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Page
|
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|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
F-2 |
|
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|
Balance
Sheet at September 30, 2003 and September 30, 2002
|
|
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F-3 |
|
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|
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|
|
|
|
Statement
of Operations for the year ended September 30, 2003 and 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 and for the year ended September 30,
2003
|
|
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F-5 |
|
|
|
|
|
|
|
Statement
of Cash Flows for the year ended September 30, 2003 and for the
year ended
September 30, 2002
|
|
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F-6 |
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|
Notes
to Financial Statements
|
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F-7 |
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F-1 |
|
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, 2003 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,
2003 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
AMT
Group, Inc., fka EMB
Corp.
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|
BALANCE
SHEET
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|
September
30,
2003
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September
30,
2003
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|
September
30,
2002
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ASSETS
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Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
0 |
|
|
$ |
0 |
|
Total
current
assets
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
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|
TOTAL
ASSETS
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
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LIABILITIES
AND STOCKHOLDERS'
DEFICIT
|
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Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
0 |
|
|
$ |
0 |
|
Total
current
liabilities
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
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Long-term
Liabilities:
|
|
|
|
|
|
|
|
|
|
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|
|
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TOTAL
LIABILITIES
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|
0 |
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|
0 |
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STOCKHOLDERS'
DEFICIT (Note
4)
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|
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|
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|
Preferred
Convertible Series D
stock, 1,000,000 shares authorized, no par value,
|
|
|
140,000 |
|
|
|
140,000 |
|
140,000
shares issued and
outstanding
|
|
|
— |
|
|
|
— |
|
Preferred
Convertible Series E
stock, 3,000,000 shares authorized, no par value,
|
|
|
235,000 |
|
|
|
235,000 |
|
2,500,000
shares issued and
outstanding
|
|
|
|
|
|
|
|
|
Common
stock, 30,000,000 shares
authorized, no par value,
|
|
|
2,753,079 |
|
|
|
2,753,079 |
|
23,372,569
shares issued and
outstanding
|
|
|
|
|
|
|
|
|
Treasury
Stock, Preferred
Convertible shares
|
|
|
(235,000 |
)
|
|
|
(235,000 |
)
|
Retained
deficit
|
|
|
(2,893,079 |
)
|
|
|
(2,893,079 |
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS'
DEFICIT
|
|
|
0 |
|
|
|
0 |
|
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|
|
|
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|
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TOTAL
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
$ |
0 |
|
|
$ |
0 |
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|
See
notes to the financial
statements
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F-3 |
|
AMT
Group, Inc., fka EMB
Corp.
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STATEMENTS
OF
OPERATIONS
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For
The
|
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|
For
The
|
|
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|
Twelve Months
Ended
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|
Year
Ended
|
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September
30,
2003
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|
September
30,
2002
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|
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Revenues:
|
|
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|
|
|
|
Sales
|
|
$ |
0 |
|
|
$ |
42,220,967 |
|
Total
revenues
|
|
|
0 |
|
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|
42,220,967 |
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Expenses:
|
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Salaries
and
Wages
|
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|
0 |
|
|
|
0 |
|
General
and administrative (Note
1)
|
|
|
0 |
|
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|
2,900,803 |
|
Interest
and
fees
|
|
|
0 |
|
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|
41,915 |
|
Commissions
|
|
|
0 |
|
|
|
0 |
|
Write
Down of
Assets
|
|
|
0 |
|
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|
34,154,035 |
|
Total
operating
expenses
|
|
|
0 |
|
|
|
37,096,753 |
|
|
|
|
|
|
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Income
(Loss) from
operations
|
|
|
0 |
|
|
|
5,124,214 |
|
|
|
|
|
|
|
|
|
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|
Provision
for Income Taxes (Note
5)
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
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NET
INCOME
(LOSS)
|
|
$ |
0 |
|
|
$ |
5,124,214 |
|
|
|
|
|
|
|
|
|
|
|
Basic
income (loss) per
common share
|
|
$ |
0.00 |
|
|
$ |
0.60 |
|
Diluted
income (loss) per common
share
|
|
$ |
0.00 |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
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|
Weighted
average common shares
outstanding - Basic
|
|
|
0 |
|
|
|
8,490,952 |
|
Weighted
average common shares
outstanding - Diluted
|
|
|
0 |
|
|
|
11,490,952 |
|
|
|
|
|
|
|
|
|
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|
See
notes to the financial
statements
|
|
|
|
F-4 |
|
AMT
Group, Inc., fka EMB Corp.
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|
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
|
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Total
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
Retained
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
notes to the financial statements
|
|
|
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|
F-5
|
|
AMT
Group, Inc., fka EMB Corp.
|
|
STATEMENTS
OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
The
|
|
|
For
The
|
|
|
|
|
Twelve
Months
Ended
|
|
|
Year
Ended
|
|
|
|
|
September
30,
2003
|
|
|
September
30,
2002
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net
loss
|
|
$ |
0 |
|
|
$ |
5,124,514 |
|
Adjustments
to reconcile net income to
|
|
|
|
|
|
|
|
|
net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
0 |
|
|
|
0 |
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
0 |
|
Accounts
Receivable
|
|
|
0 |
|
|
|
0 |
|
Loans
held for sale
|
|
|
0 |
|
|
|
0 |
|
Restricted
Assets
|
|
|
0 |
|
|
|
0 |
|
Other
Assets
|
|
|
0 |
|
|
|
0 |
|
Accounts
payable and accrued expenses
|
|
|
0 |
|
|
|
0 |
|
Issuance
of Common Stock for services
|
|
|
0 |
|
|
|
0 |
|
Line
of Credit
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
0 |
|
|
|
5,124,514 |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Increase
of Notes Receivable
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Principal
paid on notes payable
|
|
|
|
|
|
|
0 |
|
Accumulated
deficit
|
|
|
0 |
|
|
|
(8,017,293 |
) |
Common
Stock
|
|
|
0 |
|
|
|
2,753,079 |
|
Preferred
Convertible Series D
|
|
|
0 |
|
|
|
140,000 |
|
Preferred
Convertible Series E
|
|
|
0 |
|
|
|
235,000 |
|
Treasury
Stock
|
|
|
0 |
|
|
|
(235,000 |
) |
Issuance
of shares for cash
|
|
|
0 |
|
|
|
0 |
|
NET
CASH USED IN FINANCING ACTIVITIES
|
|
|
0 |
|
|
|
(5,124,214 |
) |
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
CASH
BALANCES
|
|
|
|
|
|
|
|
|
Beginning
of period
|
|
|
0 |
|
|
|
0 |
|
End
of period
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
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, 2003
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,
2003
|
|
|
September
30,
2002
|
|
|
|
|
|
|
|
|
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, 2003, deferred tax assets consisted of a net tax asset
of $0.