UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-K


ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF
1934





For
the fiscal year ended December 31, 2008


Commission
file number 000-20462





AMF Capital
Group, Inc.


(Exact
Name of Registrant as Specified in Its Charter)




Nevada
              
              95-3746596(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer
                Identification
      No.)




2424 W
Main St.


Alhambra,
CA 81801-1658


(Address
of Principal Executive Offices & Zip Code)





626-862-8208


(Telephone
Number)


Securities
registered pursuant to Section 12(b) of the Act:


None





Securities
registered pursuant to section 12(g) of the Act:


Common
Stock, $.001 par value







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes oNo þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yes oNo þ




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 oNo þ





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K.  o




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




Large
      accelerated filer o
                
                Accelerated
      filer o
                
                Non-accelerated
      filer o
                  (Do
      not check if a smaller reporting company)
                
                Smaller
      reporting company þ




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 Yes oNo þ





The
number of shares outstanding of each of the registrant’s classes of common
stock, as of April 7, 2009 was 18,000,000.


1


AMF
CAPITAL GROUP, INC




TABLE OF
CONTENTS




Item 1.
              Business
              3Item 1A.
              Risk Factors
              6Item
    2.
              Properties
              9Item 3.
              Legal Proceedings
              9Item 4.
              Submission of Matters to a Vote of Security
      Holders
              9Item 5.
              Market for Common Equity and Related Stockholder
      Matters
              9Item 7.
              Management’s Discussion and Analysis of Financial Conditions
      and Results of Operations
              10Item 8.
              Financial Statements
              11Report of Independent Registered Public Accounting
      Firm
              12Item 9A.
              Controls and Procedures
              22Item 10.
              Directors, Executive Officers and Control
    Persons
              24Item 11.
              Executive Compensation
              25Item 12.
              Security Ownership of Certain Beneficial Owners and
      Management
              25Item 13.
              Certain Relationships and Related
Transactions
              26Item 14.
              Principal Accounting Fees and Services
              26Item 15.
              Exhibits
              27Signatures
              
              27
























2


Part I




Item
1.  Business





Summary





AMF
Capital Group, Inc.  was incorporated in the State of Nevada on June
13, 2008.  AMF
Capital Group, Inc. is a consulting company providing services to early-stage
nanotechnology or tiny technology companies.




Our  consulting  approach
is comprised of providing  our clients with  formation
advice,  comprehensive  valuation and due diligence and
close  involvement  with
management  in  building  the  Company’s  business  structure.  As
a consulting company we also provide managerial assistance to our
clients.




AMF is a
development stage company. AMF has a limited history of
operations.  We presently do not have the funding to execute our
business plan.




GENERAL
INTRODUCTION




AMF  Capital  Group  Inc.,  is  a  consulting  company  specializing
in providing consulting  services to nanotechnology or tiny technology
entities..  Since its inception on June 13, 2008, AMF has incurred
significant losses through December 31, 2008.




We expect
to continue to incur losses for at least the next 12 months. We do not expect to
generate revenue that is sufficient to cover our expenses, and we do not have
sufficient cash and cash  equivalents to execute our plan of
operations for at least the next twelve months. We will need to obtain
additional financing to conduct our day-to-day operations, and to fully execute
our business plan. We plan to raise the necessary capital to fund our business
through the sale of equity securities. (See "Plan of Operation")




Our
consulting  approach is comprised of providing  our clients
with  formation advice,  comprehensive  valuation
and due diligence and close  involvement  with
management  in  building  the  company’s  business  structure.  As
a consulting company, we also provide managerial assistance to our
clients.




AMF is a
development stage company.  AMF has a limited history of
operations.  We presently do not have the funding to execute our
business plan.




Our
independent auditors have added an explanatory  paragraph to their
report of our audited  financial  statements  for
the period ended December 31,  2008, stating that our  lack
of revenues and  dependence on our ability to raise additional capital
to continue our business,  raises substantial doubt  about
our  ability  to  continue  as a
going  concern.  Our financial statements and their
explanatory notes included as part of this report do not include any adjustments
that might result from the outcome of this uncertainty.  If we fail to
obtain additional financing, either through an offering of our securities or by
obtaining loans, we may be forced to cease our planned business
operations.




The
Company’s principal executive offices are located at 2424 W. Main Street,
Alhambra, California, 91801.  The Company's telephone number is
1-626-862-8208.













3


BUSINESS
DEVELOPMENT




The
Company was incorporated on June 13, 2008.  The company has had
limited operations
from incorporation (June 13, 2008) to December 31, 2008.




Over the
next twelve months, AMF Capital Group, Inc. plans to build out and establish its
reputation and network of clients and advisors in the Nanotechnology industry.
The company aims to form long term working relationships with a number of early
stage nanotechnology companies.




PRINCIPAL
OPERATIONS, PRODUCTS AND SERVICES OF THE COMPANY




AMF  Capital  Group,  Inc.,  also  referred  to
as  AMF  and  the  Company,  was
incorporated  in the  State
of  Nevada  on June 13,  2008.  AMF is a
consulting company specializing in providing consulting services primarily to
early-stage nanotechnology companies, which we define as nanotechnology,
micro-systems and micro-electromechanical systems ("MEMS").




AMF is a
development stage company with a limited history of operations.




DESCRIPTION
OF CONSULTING SERVICES




AMF
Capital Group, Inc. specializes in providing consulting services to early-stage
nanotechnology or "tiny technology" companies.  Our consulting
approach is comprised of providing clients with good quality formation advice,
thorough valuation and due diligence and close involvement with management to
build their company structure. The Company aims to provide managerial assistance
as well. AMF Capital Group Inc. provides consulting services primarily in "tiny
technology,"   which   we   define   as   nanotechnology,    micro-systems
and micro-electromechanical systems ("MEMS").




Nanotechnology
is measured in nano-meters, which are units of measurement in billionths of a
meter.  Microsystems and micro-electromechanical systems are measured
in micrometers, which are units of measurement in millionths of a
meter.  We consider a company to be a tiny
technology  company if the  company
employs  or  intends  to  employ  technology  that  we  consider  to
be  at  the micro-scale or smaller and if
the  employment of that  technology is material to its
business plan.  Because it is in many respects a new field, tiny
technology has significant scientific, engineering and commercialization
risks.




We expect
to provide consulting services to companies in the nanotechnology sector, having
limited marketability and a greater risk of failure than other
companies.  As such, we may not always be successful in achieving a
long-term consulting contract or be immediately compensated for services
rendered. Although we currently restrict our consulting services to tiny
technology,  such
technology  is  enabling  technology  applicable  to
a wide  range of fields and businesses, and therefore are not
restricted to a particular industry.




Achievement
of our business objective is basically dependent upon the judgment, skill and
knowledge of our management. Mr. Miller, currently our sole executive officer
and director, has over five years experience in providing consulting services to
companies in the nanotechnology sector.  There can be no assurance
that a suitable replacement could be found for any of our officers upon their
retirement, resignation, inability to act on our behalf, or death.




In
connection with our consulting services, the company also may participate in
providing a variety of services to our clients, including the
following:




*    recruiting
management;


*    formulating
operating strategies;






4


*    formulating
intellectual property strategies;


*    assisting
in financial planning;


*    providing
management in the initial start-up stages; and


*    establishing
corporate goals.




We may
assist in raising additional capital for these companies from potential
investors. We may introduce these companies to potential joint venture partners,
suppliers and   customers.   In
addition,   we may assist in establishing relationships with
investment bankers and other professionals.  We may also assist with
mergers and acquisitions. We will derive income from these companies for the
performance of any of the above services. As part of our consultation, we can
also assist each company in establishing its own independent capitalization,
management and Board of Directors.




Competition




We will
encounter considerable competition for the services that we are offering;
however we believe that the company will be able to attract a sufficient number
of clients to fulfill its objectives.




Compliance
with Government Regulation




We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to this industry as well as the need to
comply with all regulations, rules and corporate directives in the state of
Nevada, the state wherein our company is domiciled.




Patents
and Trademarks




We do not
own, either legally or beneficially, any patents or trademarks.




Need
for Government Approval for its Products or Services





We are
not required to apply for or have any government approval for our
services.





Reports
to Securities Holders




We will
provide an annual report that includes audited financial information to our
shareholders.  We will make our financial information equally
available to any interested parties or investors through compliance with the
disclosure rules of Regulation S-K for a small business issuer under the
Securities Exchange Act of 1934.  We are subject to disclosure filing
requirements including filing Form 10K annually and Form 10Q
quarterly.  In addition, we will file Form 8K and other proxy and
information statements from time to time as required.  We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act.  The public may
read and copy any materials that we file with the Securities and Exchange
Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE,
Washington, DC  20549.  The public may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC.











5


Item
1A.  Risk Factors




Forward-looking
statements in this report are made pursuant to the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995.  The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements.  Forward-looking statements include
underlying assumptions and other statements that are other than historical
facts.  Forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by the statements, including, but not limited to, the following: the
ability of the Company to provide for its obligations, to provide working
capital needs from operating revenues, to obtain additional financing needed for
any future acquisitions, to meet competitive challenges and technological
changes, and other risks detailed in the Company's periodic report filings with
the Securities and Exchange Commission (“SEC”).





The
Company has no formal lease on the premises out of which it currently
operates.


The Company currently shares a minimal
office facility located at2424 W Main St. Alhambra, CA
81801-1658.  No formal
lease or other agreement exists.  Space is being provided to the
Company at no cost.





The
Company may be asked to leave and vacate the premises at any
time.  The Company’s current financial position prevents it from
looking for other options to house its operations.  If the Company is
asked to leave the premises it could be materially detrimental to the Company’s
operations.





No
established market for our products.





There is
no established market for our services.  These products have only been
narrowly marketed in the past and a risk exists for the establishment of a new
market.  We are counting on a new market developing and that the new
market will accept our services as opposed to other alternatives.  The
new market may not develop or may not develop in time to allow us to continue
our operations.





The
Company’s lack of operating history.





The
Company has had no revenue since its attempt to become involved in this
industry  We have insufficient operating history upon which an
evaluation of our future performance and prospects can be made.




Our
business plan is unproven.




We have a
limited operating history, with no track record to determine if our planned
business will be financially viable or successful.  Our projected
revenues from our business may fall short of our targeted goals and our profit
margins may likewise not be achieved.  Until we are actually in the
marketplace for a demonstrable period of time, it is impossible to determine if
our business strategies will be successful.




The
Company will need financing which may not be available.





The
Company has not established a source of equity or debt financing and will
require such financing to establish our business and implement our strategic
plan.  If we are unable to obtain financing or if the financing we do
obtain is insufficient to cover any operating losses we may incur, we may
substantially curtail or terminate our operations or seek other business
opportunities through strategic alliances, acquisitions or other arrangements
that may dilute the interests of existing stockholders.




Shareholders
may be diluted significantly through our efforts to obtain financing and satisfy
obligations.




We have
no committed source of financing.  Wherever possible, we will attempt
to use non-cash consideration to satisfy obligations.  In many
instances, we believe that the non-cash consideration will consist of shares of
our stock.  In addition, if a trading market develops for our common
stock, we may attempt to raise capital by selling shares of our common stock,
possibly at a discount to market.  These actions will result in
dilution of the ownership interests of existing shareholders, and that dilution
may be material.




6


There is
a limited trading market for our Common Stock.  No assurance can be
given that an orderly trading market or any trading market will ever develop for
our Common Stock.




In
addition, AMF Capital Group, Inc. common stock is unlikely to be followed by any
market analysts, and there may be few institutions acting as market makers for
the common stock.  Either of these factors could adversely affect the
liquidity and trading price of our common stock.  Also, the stock
market in general has experienced extreme price and volume volatility that has
especially affected the market prices of securities of many
companies.  At times, this volatility has been unrelated to the
operating performance of particular companies.  These broad market and
industry fluctuations may adversely affect the trading price of the common
stock, regardless of the Company’s actual operating performance.




The
trading price of AMF Capital Group, Inc. Common Stock is likely to be subject to
significant fluctuations.




There can
be no assurance as to the prices at which AMF Capital Group, Inc. common stock
will trade, if any trading market develops at all.  Until the Common
Stock is fully distributed and an orderly market develops, the price at which
such stock trades may fluctuate significantly and may be lower or higher than
the price that would be expected for a fully distributed
issue.  Prices for the Common Stock will be determined in the
marketplace and may be influenced by many factors, including:


- the
  depth and liquidity of the market,
- developments
  affecting the business of  Principal Capital Group generally and the
  impact of those factors referred to below in particular,
- investor
  perception of Principal Capital Group, and
- General
  economic and market conditions.

We
may be exposed to potential risks resulting from new requirements under
Section 404 of the Sarbanes-Oxley Act of 2002.




In June
2003, the United States Securities and Exchange Commission (“SEC”) adopted final
rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) , as
amended by SEC Release No. 33-8934 on June 26, 2008.  Pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, we will be required,
commencing with our annual report for the fiscal year ending October 31, 2010,
to include in our annual report our assessment of the effectiveness of our
internal control over financial reporting as of the end of fiscal year
2010.  The internal control report must include a
statement


- Of
  management's responsibility for establishing and maintaining adequate internal
  control over our financial reporting;
- Of
  management's assessment of the effectiveness of our internal control over
  financial reporting as of year end;
- Of the
  framework used by management to evaluate the effectiveness of our internal
  control over financial reporting; and
- that
  our independent accounting firm has issued an attestation report on
  management's assessment of our internal control over financial reporting,
  which report is also required to be filed.

7


Furthermore,
our independent registered public accounting firm will be required to attest to
whether our assessment of the effectiveness of our internal control over
financial reporting is fairly stated in all material respects and separately
report on whether it believes we have maintained, in all material respects,
effective internal control over financial reporting as of October 31,
2010.  We have not yet completed our assessment of the effectiveness
of our internal control over financial reporting.  We expect to incur
additional expenses and diversion of management's time as a result of performing
the system and process evaluation, testing and remediation required in order to
comply with the management certification and auditor attestation
requirements.




We do not
have a sufficient number of employees to segregate responsibilities and may be
unable to afford increasing our staff or engaging outside consultants or
professionals to overcome our lack of employees. During the course of our
testing, we may identify other deficiencies that we may not be able to remediate
in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance
with the requirements of Section 404.  In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act.  Moreover, effective internal controls,
particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to help prevent financial
fraud.  If we cannot provide reliable financial reports or prevent
fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading price of our
common stock, if a market ever develops, could drop significantly.




We
are a start up operation and we expect to incur operating losses for the
foreseeable future.




We were
incorporated in June 2008 and to date have recently been involved in
organizational activities.  We have no way to evaluate the likelihood
that our business will be successful.  We have not earned any revenues
as of the date of this annual report.  Potential investors should be
aware of the difficulties normally encountered by mineral exploration companies
and the high rate of failure of such enterprises.  The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the development of this
business.




We
have yet to earn revenue and our ability to sustain our operations is dependent
on our ability to raise additional financing. As a result, our accountant
believes there is substantial doubt about our ability to continue as a going
concern.




We have
accrued net losses of $62,903 for the period from the date of inception on June
13, 2008 to December 31, 2008, and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations.. These factors raise substantial doubt that we will be able to
continue as a going concern. Moore and Associates, our independent auditor, has
expressed substantial doubt about our ability to continue as a going concern.
This opinion could materially limit our ability to raise additional funds by
issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. As a result we may have to liquidate our business and you may lose your
investment. You should consider our auditor's comments when determining if an
investment in our company is suitable.




8


Item
2.  Properties





We
currently do not own any physical property or own any real
property.




Item
3.  Legal Proceedings





We are
not currently involved in any legal proceedings and we are not aware of any
pending or potential legal actions.





Item
4.  Submission of Matters to a Vote of Security
Holders





There
were no matters submitted to a vote of the security holders during the year
ended December 31, 2008.








Part
II





Item
5.  Market for Common Equity and Related Stockholder
Matters





No
Public Market for Common Stock





Our
common stock is listed for trading under the symbol “AFCP”.





As of the
date of this report we have 24 shareholders of record.  We have paid
no cash dividends and have no outstanding options.  We have no
securities authorized for issuance under equity compensation plans.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00, other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange or quotation system. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type, size and format, as the SEC shall require by rule or
regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written
statement.





9


These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, if our common stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Forward Looking
Statements





This
section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance.  Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future
events.  You should not place undue certainty on these forward-looking
statements, which apply only as of the date of our report.  These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.  We are a development stage company and have not yet
generated or realized any revenues.





Results of
Operations





We are
still in the organizational stage and have not generated any revenues to
date.





We
incurred operating expenses of $62,903 from date of inception for the 6 month
period ended December 31, 2008. These expenses consisted of general operating
expenses and professional fees incurred in connection with the day to day
operation of our business and the preparation and filing of our periodic reports
and for the year ended December 31, 2008. Our net loss for the year ending
December 31, 2008 was $62,903.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues.





Liquidity and Capital
Resources





We had no
cash on hand at December 31, 2008 and had  outstanding liabilities of
$52,903. Management believes our current cash balance will be unable to sustain
operations for the next 12 months.  We will be forced to raise
additional funds by issuing new debt or equity securities or
otherwise.   If we fail to raise sufficient capital when needed,
we will not be able to complete our business plan.  We are a
development stage company and have generated no revenue to date.





Plan of
Operation





We had no
cash on hand at December 31, 2008. We believe our cash balance is insufficient
to fund our levels of operations for the next twelve months.  As a
result we will be forced to raise additional funds by issuing new debt or equity
securities or otherwise.   If we fail to raise sufficient capital
when needed, we will not be able to complete our business
plan.    We are an exploration stage company and have
generated no revenue to date.





Our
auditor has issued a going concern opinion.  This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals.  There is no assurance we will
ever reach that stage.





10


Our plan
of operation is to complete the corporate organization necessary to the
attainment of conslulting clients, and to proceed with the marketing of our
services..





Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Item
8.  Financial Statements













































































11





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM




MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS
AND ADVISORS


PCAOB
REGISTERED




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
the Board of Directors


AMF
Capital Group Inc.


(A
Development Stage Company)




We have
audited the accompanying balance sheet of AMF Capital Group Inc. (A Development
Stage Company) as of December 31, 2008, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period from
inception on June 13, 2008 through December 31, 2008. 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 audits.




We
conduct our audits 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 audits provide 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 AMF Capital Group Inc. (A
Development Stage Company) as of December 31, 2008, and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the period from
inception on June 13, 2008 through December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $62,903, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.






/s/
Moore & Associates, Chartered




Moore
& Associates, Chartered


Las
Vegas, Nevada


April 8,
2009








6490
West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501





12


AMF
CAPITAL GROUP, INC.


(A Development Stage Company) Balance Sheet (Stated
in US Dollars)


As
      ofDecember
      312008(Audited)AssetsCurrent
      assetsCash
                                                
                                                $
                                                -Total
      current assets
                                                
                                                
                                                -Total
      Assets
                                                
                                                $
                                                -LiabilitiesCurrent
      liabilitiesBank
      overdraft
                                                
                                                
                                                17Accounts
      payable
                                                
                                                $
                                                6,000Total
      current liabilities
                                                
                                                
                                                6,017Long
      Term LiabilitiesShareholder
      Loan
                                                
                                                
                                                46,886Total
      Liabilities
                                                
                                                $
                                                52,903Stockholders'
      DeficiencyCommon
      Stock, $0.001 par value
                                                  75,000,000
      Common Shares Authorized
                                                  18,000,000
      Shares Issued and outstanding
                                                
                                                
                                                18,000Additional
      paid-in capital
                                                
                                                
                                                (8,000
                                                )Deficit
      accumuated during development stage
                                                
                                                
                                                (62,903
                                                )Total
      stockholders deficit
                                                
                                                
                                                (52,903
                                                )Total
      Liabilites and Stockholders Equity
                                                
                                                $
                                                -






The
accompanying notes are part of
these financial statements.
 13


AMF
CAPITAL GROUP INC.


(A
Development Stage Company) Statement
of Operations (Stated
in US Dollars)


From
      inception
                                                  (June
      13, 2008) to
                                                  December
      31, 2008Revenue
                                                
                                                $
                                                -ExpensesAccounting
      & Professional Fees
                                                
                                                
                                                62,903Total
      Expenses
                                                
                                                
                                                62,903Provision
      for income tax
                                                
                                                
                                                -Net
      Income (Loss)
                                                
                                                $
                                                (62,903
                                                )Basic
      & Diluted (Loss) per Common Share
                                                
                                                
                                                (0.003
                                                )Weighted
      common shares outstanding - basic
      and diluted
                                                
                                                
                                                18,000,000
































The
accompanying notes are an integral part of
these financial statements.
 14




AMF
CAPITAL GROUP INC.


(A
Development Stage Company)


Statement
of Cash Flows


(Stated
in US Dollars)




From
      inception
                                                                      (June
      13, 2008) to December 31, 2008Operating ActivitiesNet
      income (loss)
                                                                    
                                                                    $
                                                                    (62,903
                                                                    )Accounts
      payable
                                                                    
                                                                    
                                                                    6,000Net
      cash used in operating activities
                                                                    
                                                                    
                                                                    (56,903
                                                                    )Financing ActivitiesShareholder
      Loan
                                                                    
                                                                    
                                                                    46,886Common
      shares issued to founders
                                                                      @
      $0.001 per share
                                                                    
                                                                    
                                                                    10,000Net
      cash provided by financing activities
                                                                    
                                                                    $
                                                                    56,886Cash
      at beginning of period
                                                                    
                                                                    
                                                                    -Cash
      at end of period
                                                                    
                                                                    $
                                                                    (17
                                                                    )Supplemental informationCash
      Paid For:Interest
                                                                    
                                                                    $
                                                                    -Income
      Tax
                                                                    
                                                                    $
                                                                    -Non-Cash
      ActivitiesShares
      issued in Lieu of Payment for Service
                                                                    
                                                                    $
                                                                    -Stock
      issued for accounts payable
                                                                    
                                                                    $
                                                                    -Stock
      issued for notes payable and interest
                                                                    
                                                                    $
                                                                    -Stock
      issued for convertible debentures and interest
                                                                    
                                                                    $
                                                                    -Convertible
      debentures issued for services
                                                                    
                                                                    $
                                                                    -Warrants
      issued
                                                                    
                                                                    $
                                                                    -Stock
      issued for penalty on default of convertible debentures
                                                                    
                                                                    $
                                                                    -Note
      payable issued for finance charges
                                                                    
                                                                    $
                                                                    -Forgiveness
      of note payable and accrued interest
                                                                    
                                                                    $
                                                                    -






The
accompanying notes are an integral part of
these financial statements.
 15




AMF
CAPITAL GROUP, INC.
 (A
Development Stage Company)
 STATEMENT
OF STOCKHOLDER’S EQUITY
 From
Inception (June 13, 2008) to December 31, 2008
 (Stated
in US Dollars)




Common
      Stock
                                                    
                                                    
                                                    Paid
      in
                                                    
                                                    
                                                    DeficitAccumulatedDuringDevelopment
                                                    
                                                    
                                                    TotalShares
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    Capital
                                                    
                                                    
                                                    Stage
                                                    
                                                    
                                                    EquityShares
      issued to founders - June 13, 2008 at  $0.001 per
      share
                                                    
                                                    
                                                    18,000,000
                                                    
                                                    
                                                    $
                                                    18,000
                                                    
                                                    
                                                    $
                                                    (8,000
                                                    )
                                                    
                                                    
                                                    
                                                    
                                                    $
                                                    10,000Net
      Income(Loss) for period
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (62,903
                                                    )
                                                    
                                                    
                                                    (62,903
                                                    )Balance,
      December 31, 2008
                                                    
                                                    
                                                    18,000,000
                                                    
                                                    
                                                    
                                                    18,000
                                                    
                                                    
                                                    
                                                    (8,000
                                                    )
                                                    
                                                    
                                                    (62,903
                                                    )
                                                    
                                                    
                                                    (52,903
                                                    )














































The
accompanying notes are an integral part of
these financial statements.
 16


AMF
CAPITAL GROUP, INC.


(A
Development Stage Company)


Footnotes
to the Financial Statements


From
Inception to December 31, 2008


(Stated
in US Dollars)





NOTE 1 - ORGANIZATION
AND DESCRIPTION OF BUSINESS




AMF
Capital, Inc. was incorporated in the state of California on June 13,
2008.




The
company is in the business ofproviding
consultingand management
services toearly-stage nanotechnology or tiny technology
companies.




NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a.
            Accounting
      Method





The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31
year-end.





b.
              Revenue
      Recognition





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
goods delivered, the contract price is fixed or determinable, and collectability
is reasonably assured.





c.
            Income
      Taxes





The
Company prepares its tax returns on the accrual basis.  The Company
accounts for income taxes under the Statement of Financial Accounting Standards
No. 109, “Accounting for Income Taxes” (“Statement 109”).  Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.




d.
            Use
      of Estimates





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




17




e.
              Assets





The
company had a bank overdraft of $17. as of  December 31,
2008.





f.
            Income





Income
represents all of the company’s revenue less all its expenses in the period
incurred. The Company has no revenues as of December 31, 2008 and has paid or
accrued expenses of $62,903 since inception.





In
accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject
to Amortization”, a recognized intangible asset shall be amortized over its
useful life to the reporting entity unless that life is determined to be
indefinite. If an intangible asset has been has a finite useful life, but the
precise length of that life is not known, that intangible asset shall be
amortized over the best estimate of its useful life. The method of amortization
shall reflect the pattern in which the economic benefits of the intangible asset
are consumed or otherwise used up. If that pattern cannot be reliable
determined, a straight-line amortization method shall be used. An intangible
asset shall not be written down or off in the period of acquisition unless it
becomes impaired during that period.





In
accordance with FASB 144, 25, “An impairment loss recognized for a long-lived
asset (asset group) to be held and used shall be included in income from
continuing operations before income taxes in the income statement of a business
enterprise and in income from continuing operations in the statement of
activities of a not-for-profit organization. If a subtotal such as “income from
operations” is presented, it shall include the amount of that loss.” The Company
has recognized the impairment of a long-lived asset by declaring that amount as
a loss in income from operations in accordance with an interpretation of FASB
144.




In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





18


In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





19


In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.




20




g.
            Basic
      Income (Loss) Per Share





In
accordance with SFAS No. 128-“Earnings Per Share”, the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At December 31, 2008, the Company
has no stock equivalents that were anti-dilutive and excluded in the earnings
per share computation.




i.
            Cash
      and Cash Equivalents





For
purposes of the statement of cash flows, the company considers all highly liquid
investments purchased with maturity of three months or less to be cash
equivalents.  As of December 31, 2008 the company has no
cash.





j.
            Liabilities





Liabilities
are made up of current liabilities and long-term liabilities.  Current
liabilities include accounts payable of $6,000.   The long-term
liabilities consist of a two year shareholder loan of $46,886.





Share
Capital





a)
Authorized:





75,000,000
common shares with a par value of $0.001





b)
Issued:





As of
December 31, 2008, there are 18,000,000 common shares issued and outstanding at
a value of $0.001 per share





There are
no preferred shares authorized or issued..





The
Company has no stock option plan, warrants or other dilutive
securities.





NOTE 3 -
GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the liquidation of liabilities in the normal course of business. However,
the Company has accumulated a loss and is new.  This raises
substantial doubt about the Company’s ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from this uncertainty.




21


As shown
in the accompanying financial statements, the Company has incurred a net loss of
$62,903 for the period from inception to December 31, 2008 and has not generated
any revenues.  The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the development
of acquisitions. Management has plans to seek additional capital through a
private placement and public offering of its common stock.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.




Item
9.  Changes in and Disagreements with Accountants on Financial
Disclosure





None.





Item 9A.  Controls and
Procedures





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





-
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairlyreflect
      the transactions and dispositions of the assets of the
      company;


-
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and


-
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





22


As of
December 31, 2008 management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.





Management’s
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2009.





Changes
in internal controls over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.





23


PART
III





Item
10.  Directors, Executive Officers and Control
Persons





The
names, ages and titles of our executive officers and director are as
follows:




Name and Address of Executive
      Officer and/or Director
              Age
              PositionAlan
      Miller
              49
              President,
      Secretary, Treasurer and
Director




Mr.
Miller has worked as a securities broker and an executive for a variety of
companies during his career specializing in the securities
industry.  In 1990 founded Winchester Securities, a brokerage firm
based in Kansas City, Kansas.  In 2008, he served as a director for
Fortuna Gaming Corp., a Nevada Corporation.




Term
of Office




Our
director is appointed to hold office until the next annual meeting of our
stockholders or until his successor is elected and qualified, or until he
resigns or is removed in accordance with the provisions of the State of Nevada
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.




Significant
Employees




We have
no significant employees other than our officer and/or director, Mr. Alan
Miller, who currently devotes approximately 20 hours per week to company
matters.




Mr.
Miller has not been the subject of any order, judgment, or decree of any court
of competent jurisdiction, or any regulatory agency permanently or temporarily
enjoining, barring, suspending or otherwise limited him from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities.




Mr.
Miller has not been convicted in any criminal proceeding (excluding traffic
violations) nor is he subject of any currently pending criminal
proceeding.




We will
conduct a substantial portion of our business through agreements with
consultants and arms-length third parties. We will pay our consultants the usual
and customary rates received by consultants performing similar consulting
services.




Code
of Ethics





Our board
of directors adopted our code of ethical conduct that applies to all of our
employees and directors, including our principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions.





We
believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.





24


Our Code
of Ethical Conduct is designed to deter wrongdoing and to promote:


- Honest
  and ethical conduct, including the ethical handling of actual or apparent
  conflicts of interest between personal and professional
  relationships;
- Full,
  fair, accurate, timely and understandable disclosure in reports and documents
  that we file or submit to the Securities & Exchange Commission and in
  other public communications made by us;
- Compliance
  with applicable governmental laws, rules and regulations;
- The
  prompt internal reporting to an appropriate person or persons identified in
  the code of violations of our Code of Ethical Conduct; and
- Accountability
  for adherence to the Code.

Item
11.  Executive Compensation





Management
Compensation




Our
current director and officer is Alan Miller.




The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us for the period ended December 31, 2008.




Annual
      Compensation
                                      Long Term
      CompensationName
                                      Title
                                      Year
                                      Salary
                                        ($)
                                      Bonus
                                      Other
      Annual
                                        Compensation
                                      Restricted
                                        Stock
                                        Awarded
                                      Options/*
                                        SARs
      (#)
                                      LTIP
                                        payouts
                                        ($)
                                      All
      Other
                                        CompensationAlan  Miller
                                      President,
      Secretary,Treasurer,and
      Director
                                      2008
                                      $0
                                      $0
                                      $0
                                      $0
                                      $0
                                      $0
                                      $0




There are
no current employment agreements between the company and its
officer/director.




There are
no annuity, pension or retirement benefits proposed to be paid to the officer or
director or employees in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.




Item
12.  Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of  April 8, 2009 (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.




25




Title of
      Class
              Name and Address of Beneficial
      Owner
              Amount and
      Nature
                of
      Beneficial
                Ownership
              Percentage
      of
                Common
                Stock(1)Common
      Stock
              Alan
      Miller
                2424
      W Main St.
                Alhambra,
      CA 81801-1658
              10,400,000
                direct
              57.8%Common
      Stock
              Officer
      and/or director as a Group
              10,400,000
              57.8%Holders of More than 5% of Our
      Common Stock





(1)
            A
      beneficial owner of a security includes any person who, directly or
      indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the person’s actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      March 9, 2009.





Item
13.  Certain Relationships and Related
Transactions





During
the period from inception through December 31, 2008 certain shareholders loaned
operating cash to the corporation.  In return the corporation provided
them with an unsecured note, without interest repayable on December 31,
2010.





Item
14.  Principal Accounting Fees and Services





For the
year ended December 31, 2008, the total fees charged to the company for audit
services, including quarterly reviews, were $7,000 for audit-related and tax
services.


















26


PART
IV





Item
15.  Exhibits




Exhibit
                    Number
                  Description3(i)
                  Articles of
      Incorporation*3(ii)
                  Bylaws*31.1
                  Sec. 302 Certification of Chief Executive
      Officer31.2
                  Sec. 302 Certification of Chief Financial
      Officer32.1
                  Sec. 906 Certification of Chief Executive
      Officer32.2
                  Sec. 906 Certification of Chief Financial
      Officer






Signatures





Pursuant
to the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




AMF
      Capital Group, IncApril
      8, 2009
                  By:
                  /s/ Alan
      MillerAlan
      Miller, President and Chief Executive Officer


In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





AMF
      Capital Group, IncApril
      8, 2009
                  By:
                  /s/ Alan
      MillerAlan
      Miller, President, Secretary, Treasurer and
                    Chief
      Financial Officer (Principal Executive Officer and
                    Principal
      Accounting Officer)















27