**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**


(Mark
      One)





[**X**]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      fiscal year ended **September
      30, 2002**





[
                ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      transition period from ___________ to _____________





Commission
      File Number: 1-11883


**AMT
      GROUP, INC.**


(Name
      of
      small business issuer as specified in its charter)





**Nevada**
            **95-3811580**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**50
                Old Route 25A, Fort Salonga, NY  11768**
              **________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




Registrant’s
      telephone number, including area code:   **(646)
      383-4832**


Securities
      registered pursuant to Section 12(b) of the Act:  **None**


Securities
      registered pursuant to Section 12(g) of the Act:  **Common
      Stock $0.001 par value**


___________________





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. [ ]





Note
      -
      Checking the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
      under
      those Sections.





Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90 days.  Yes
      [ ]
      No [ X ]




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes [ X ] No [ ]





The
      issuer’s revenues for the Registrant’s fiscal year ending as of the date of this
      Report were $42,220,967





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $4,448. Shares of common
      stock held by each officer and director and by each person or group who owns
      10%
      or more of the outstanding common stock amounting to 400,000 shares have been
      excluded in that such persons or groups may be deemed to be affiliates. This
      determination of affiliate status is not necessarily a conclusive determination
      for other purposes.





As
      of
      December 3, 2007, there were 44,480,622 shares of our common stock were issued
      and outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.





**PART
      I**





**Item
      1. Description of Business**





We
      were
      originally incorporated in 1960 in Hawaii, as "Pacific International, Inc.” with
      the intent of acquiring and managing developed and underdeveloped real estate.
      However, we did not conduct significant operations for a number of years until
      we agreed to acquire substantially all of the assets and assume certain
      liabilities of Sterling Alliance Group, Ltd. in December 1995. Subsequently,
      we
      changed our name to EMB Corporation to reflect the change in the purpose and
      nature of our business. On February 7, 2007, we merged with and into AMT Group,
      Inc. a Nevada corporation, changing our name to AMT Group, Inc.





In
      December 1998, we substantially ceased operations of our EMB Mortgage
      Corporation subsidiary and in January 2000, we adopted a plan to divest
      ourselves of the remaining mortgage banking operations. On February 22, 2000,
      we
      sold our interest in Residential Mortgage Corporation to another mortgage
      banking entity, through the cancellation of 40,000 shares of our common
      stock.





On
      June
      24, 2000, we entered into an asset purchase agreement with Cyrus, Ltd. to
      acquire rights to operate two natural gas processing plants in Tennessee. On
      November 10, 2000, we rescinded the transaction due to the quality of the gas
      available for processing.





On
      November 10, 2000, our board of directors approved a plan to acquire various
      natural gas pipelines, located in the State of Oklahoma for total consideration
      of $1,200,000, which would be paid with a convertible promissory note. Following
      our due diligence investigation, we decided not to proceed with the proposed
      acquisition.





On
      July
      23, 2001, we entered into an agreement to acquire from William R. Parker, its
      sole shareholder, all of the issued and outstanding shares of Saddleback
      Investment Services, Inc., a California corporation, doing business as American
      National Mortgage.





On
      September 30, 2001, we entered into an agreement to acquire from FGFC Holdings,
      Inc., a California corporation, its sole shareholder, all of the issued and
      outstanding shares of First Guaranty Financial Corporation, a California
      corporation.





On
      September 6, 2002, we entered into a rescission agreement with FGFC Holdings,
      Inc. rescinding the September 30, 2001 agreement and any amendments
      thereto.





On
      November 12, 2002, we entered into a rescission agreement with William R. Parker
      rescinding the July 23, 2001 agreement and any amendments thereto.





We
      have
      had minimal business operations since June 30, 2002.





**Item
      1a. Risk Factors**





An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following risk factors and the other information in
      this
      registration statement before investing in our common stock. Our business and
      results of operations could be seriously harmed by any of the following risks.





**Our
      future revenues are unpredictable and our operating results are likely to
      fluctuate from quarter to quarter.**





Our
      quarterly and annual operating results have fluctuated in the past and are
      likely to fluctuate significantly in the future due to a variety of factors,
      some of which are outside of our control. Accordingly, we believe that
      period-to-period comparisons of our results of operations are not meaningful
      and
      should not be relied upon as indications of future performance. Some of the
      factors that could cause our quarterly or annual operating results to fluctuate
      include market acceptance of our mortgage services and systems, business
      development, ability to originate and process mortgage loans, and competitive
      pressures.





**The
      mortgage lending business is affected by interest rates and other factors beyond
      our control.**





The
      results of our will be affected by various factors, many of which are beyond
      our
      control. The results of our operations, will depend, among other things, on
      the
      level of net cash flows generated by our mortgage assets and the supply of
      and
      demand for mortgage loans. Our net cash flows will vary as a result of changes
      in interest rates, the behavior of which involves various risks and
      uncertainties as set forth below. Prepayment rates and interest rates depend
      upon the nature and terms of the mortgage assets, the geographic location of
      the
      properties securing the mortgage loans, conditions in financial markets, the
      fiscal and monetary policies of the United States government and the Board
      of
      Governors of the Federal Reserve System, international economic and financial
      conditions, competition and other factors, none of which can be predicted with
      any certainty. Because interest rates will significantly affect our activities,
      our operating results will depend, in large part, upon our ability to utilize
      appropriate strategies to maximize returns while attempting to minimize
      risks.





**Mortgage
      loans are subject to the risk of default by borrowers and certain inherent
      risks
      related to real estate.**





Mortgage
      loans are subject to varying degrees of risk, including the risk of a default
      by
      the borrowers on a mortgage loan, and the added responsibility on the part
      of
      the Company of foreclosing in order to protect its investment. The ability
      of
      the borrowers to make payments on non-single-family mortgage loans is highly
      dependent on the borrowers' ability to manage and sell, refinance or otherwise
      dispose of the properties and will be dependent upon all the risks generally
      associated with real estate investments which are beyond our control. We must
      rely on the experience and ability of the borrowers to manage, develop and
      dispose of or refinance the properties. Investing in real estate is highly
      competitive and is subject to numerous inherent risks, including, without
      limitation, changes in general or local economic conditions, neighborhood values
      and interest rates, limited availability of mortgage funds which may render
      the
      sale or refinancing of the properties difficult, increases in real estate taxes,
      other operating expenses, the supply and demand for properties of the type
      involved, toxic and hazardous wastes, environmental considerations, zoning
      laws,
      entitlements, rent control laws, other governmental rules and fiscal policies
      and acts of God, such as floods, which may result in uninsured
      losses.





**We
      may not diversify our portfolio of mortgage loans.**





Our
      mortgage loans may be obligations of a limited number of borrowers on a limited
      number of properties. The lack of diversity in the type, number and geographic
      location of mortgage loans made by us would materially increase the risk of
      an
      investment in the Common Stock.





**In
      the event we are not successful in securitizing mortgage loans, we will continue
      to bear the risks of borrower defaults and bankruptcies, fraud losses and
      special hazard losses.**





We
      may
      acquire and accumulate mortgage loans as part of our long-term investment
      strategy or until a sufficient quantity has been acquired for securitization
      into mortgage-backed securities. There can be no assurance


that
      we
      will be successful in securitizing mortgage loans. While holding mortgage loans,
      we will be subject to risks of borrower defaults and bankruptcies, fraud losses
      and special hazard losses. In the event of any default under mortgage loans
      held
      by us, we will bear the risk of loss of principal to the extent of any
      deficiency between the value of the mortgage collateral and the principal amount
      of the mortgage loan. It may not be desirable, possible or economic for us
      to
      complete the securitization of any or all mortgage loans which the Company
      acquires or funds, in which case we will continue to hold the mortgage loans
      and
      bear the risks of borrower defaults and special hazard losses.




The
      mortgage loans we invest in will be secured by the properties and will also
      be a
      recourse obligation of the borrower. In the event of a default, we will be
      able
      to look to the borrower to make up any deficiency between the value of the
      collateral and the principal amount of the mortgage loan.





It
      is
      expected that when we acquire mortgage loans, the sellers will represent and
      warrant to us that there has been no fraud or misrepresentation with respect
      to
      the origination of the mortgage loans and will agree to repurchase any loan
      with
      respect to which there is fraud or misrepresentation. There can be no assurance
      that we will be able to obtain the repurchase agreement from the sellers.
      Although we may have recourse to the sellers based on the sellers'
      representations and warranties to us, we will be at risk for loss to the extent
      the sellers do not perform their repurchase obligations.





We
      may
      acquire mortgage loans from failed savings and loan associations or banks
      through United States government agencies such as the Resolution Trust
      Corporation or the Federal Deposit Insurance Corporation. These institutions
      do not provide the seller's typical representations against fraud and
      misrepresentation. We intend to acquire third party insurance, to the extent
      that it is available at a reasonable price, for such risks. In the event we
      are
      unable to acquire such insurance, we would be relying solely on the value of
      the
      collateral underlying the mortgage loans. Accordingly, we will be subject to
      a
      greater risk of loss on obligations purchased from these
      institutions.





**To
      the extent that we are unable to maintain an adequate warehouse line of credit,
      we may have to curtail loan origination and purchasing
      activities.**





We
      rely
      significantly upon its access to warehouse credit facilities in order to fund
      new originations and purchases. We expect to be able to maintain its existing
      warehouse line of credit (or to obtain replacement or additional financing)
      as
      the current arrangements expire or become fully utilized; however, there can
      be
      no assurance that such financing will be obtainable on favorable terms, if
      at
      all. To the extent that we are unable to maintain an adequate warehouse line
      of
      credit, we may have to curtail loan origination and purchasing activities,
      which
      could have a material adverse effect on our operations and financial
      condition.





**Variations
      in mortgage prepayments may cause changes in our net cash
      flows.**





Mortgage
      prepayment rates vary from time to time and may cause changes in the amount
      of
      our net cash flows. To the extent that prepayments occur, the yield on our
      mortgage loans would be affected as well as our net cash flows. Prepayments
      of
      adjustable-rate mortgage loans included in or underlying mortgage-backed
      securities generally increase when then-current mortgage interest rates fall
      below the interest rates on such adjustable-rate mortgage loans. Conversely,
      prepayments of such mortgage loans generally decrease when then-current mortgage
      interest rates exceed the interest rate on the mortgage loans included in or
      underlying such mortgage-backed securities. Prepayment experience also may
      be
      affected by the geographic location of the properties securing the mortgage
      loans included in or underlying mortgage-backed securities, the assumability
      of
      such mortgage loans, the ability of the borrower to convert to a fixed-rate
      loan, conditions in the housing and


financial
      markets and general economic conditions.





**Our
      portfolio of mortgage loans may include privately issued pass-through
      certificates which are typically not guaranteed by the United States
      Government**





We
      may
      include privately issued pass-through certificates backed by pools of
      adjustable-rate single family and multi-family mortgage loans and other real
      estate-backed mortgage loans in its investment portfolio. Because


principal
      and interest payments on privately issued pass-through certificates are
      typically not guaranteed by the United States government or an agency of the
      United States government, such securities generally are structured with one
      or
      more types of credit enhancement. Such forms of credit enhancement are
      structured to provide protection against risk of loss due to default on the
      underlying mortgage loan, or bankruptcy, fraud and special hazard losses, such
      as earthquakes. Typically, third parties insure against these types of losses,
      and we would be dependent upon the credit worthiness of the insurer for
      credit-rating, claims paying ability of the insurer and timeliness of
      reimbursement in the event of a default on the underlying obligations.
      Furthermore, the insurance coverage for various types of losses is limited
      in
      amount, and losses in excess of the limitation would be our
      responsibility.





We
      may
      also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each of these
      entities provides guarantees against risk of loss for securities issued by
      it.
      In the case of GNMA, the timely payment of principal and interest on its
      certificates is guaranteed by the full faith and credit of the United States
      government. FNMA guarantees the scheduled payments of interest and principal
      and
      the full principal amount of any mortgage loan foreclosed or liquidated on
      its
      obligations. FHLMC guarantees the timely payment of interest and ultimate
      collection of principal on its obligations, while with respect to certificates
      issued by FNMA and FHLMC, payment of principal and interest of such certificates
      are guaranteed only by the respective entity and not by the full faith and
      credit of the United States government.





**We
      are dependent upon independent mortgage brokers and others, none of whom is
      contractually obligated to do business with us.**





We
      depend
      in part on independent mortgage brokers, financial institutions, realtors® and
      mortgage bankers for its originations and purchases of mortgage loans. Our
      competitors also seek to establish relationships with such independent mortgage
      brokers, financial institutions, realtors® and mortgage bankers, none of whom is
      contractually obligated to continue to do business with us. In addition, we
      expect expects the volume of wholesale loans that it originates and purchases
      to
      increase. Our future results may become more exposed to fluctuations in the
      volume and cost of its wholesale loans resulting from competition from other
      originators and purchasers of such loans, market conditions and other factors.





**We
      will have little control over the operations of the pass-through entities in
      which we may purchase interests.**





If
      we
      purchase interests in various pass-through entities, we will be in the position
      of a "holder" of shares of such entities including, real estate investment
      trusts, other trusts or partnerships, or a holder of other types of pass-through
      interests. Therefore, we will relying exclusively on the management capabilities
      of the general partners, managers and trustees of those entities for the
      management and investment decisions made on their behalf. In particular, except
      for voting rights on certain matters, we will have no control over the
      operations of the pass-through entities in which it purchases interests,
      including all matters relating to the operation, management, investment
      decisions, income and expenses of such entities, including decisions with
      respect to actions to be taken to collect amounts owed to such entities. If
      such
      managers, trustees or general partners take actions or make decisions which
      are
      adverse to us or a pass-through entity, it may not be cost-efficient for us
      to
      challenge such actions or decisions. Moreover, if we do not become a substituted
      owner of such interests, it would not have the right to vote on matters on
      which
      other interest owners in such entities have a right to vote or otherwise
      challenge management decisions. Finally, should any of such managers, trustees
      or general partners experience financial difficulties for any reason, the
      entities in which we invest could be adversely affected, thereby adversely
      affecting the value of our investments.





Mortgage
      loans, other than those representing mortgage loans on single-family
      residential, may represent "balloon" obligations, requiring no payments of
      principal over the term of the indebtedness with a "balloon" payment of
      all of
      the principal due at maturity. "Balloon" payments will probably require a sale
      or refinancing of properties at the time they are due. No assurance can be
      given
      that the borrowers will have sufficient assets to pay off the indebtedness
      when
      due, or that sufficient liquidity will be generated from the disposition or
      refinancing of the properties to enable the owner to pay the principal or
      interest due on such mortgage loans.





**Upon
      foreclosure of a property, we may have difficulty in finding a purchaser or
      may
      have to sell the property at a loss.**





If
      a
      mortgaged property is not sold by the maturity date of the underlying mortgage
      loan, the borrower may have difficulty in paying the outstanding balance of
      such
      mortgage loan and may have to refinance the property. The borrower
      may also experience difficulty in refinancing the property if that becomes
      necessary due to unfavorable interest rates or the unavailability of
      credit.





If
      any
      amounts under a mortgage loan are not paid when due, we may foreclose upon
      the
      property of the borrower. In the event of such a default which requires us
      to
      foreclose upon a property or otherwise pursue its remedies in order to protect
      our investment, we will seek to obtain a purchaser for the property upon such
      terms as we deem reasonable. However, there can be no assurance that the amount
      realized upon any such sale of the underlying property will result in financial
      profit or prevent loss. In addition, because of potential adverse changes in
      the
      real estate market, locally or nationally, we may be forced to own and maintain
      the property for a period of time to protect the value of its investment. In
      that event, we may not be able to receive any cash flow from such mortgage
      loan
      and we would be required to pay such sums as may be necessary to maintain and
      manage the property.




**We
      may be required to investigate and clean up hazardous or toxic substances of
      properties securing loans that are in default.**





We
      have
      not been required to perform any investigation or clean up activities, nor
      has
      it been subject to any environmental claims. There can be no assurance, however,
      that this will remain the case in the future. In the course of our business,
      we
      have acquired and may acquire in the future properties securing loans that
      are
      in default. Although we primarily lend to owners of residential properties,
      there is a risk that we could be required to investigate and clean up hazardous
      or toxic substances or chemical releases at such properties after we acquire
      them and may be held liable to a governmental entity or to third parties for
      property damage, personal injury and investigation and cleanup costs incurred
      by
      such parties in connection with the contamination. In addition, the owner or
      former owners of a contaminated site may be subject to common law claims by
      third parties based on damages and costs resulting from environmental
      contamination emanating from such property.





**The
      amount of interest charged to a borrower is subject to compliance with state
      usury laws**





The
      amount of interest payable by a borrower to us may exceed the rate of interest
      permitted under the California Usury Law and the usury laws of other states.
      Although we do not intend to make or invest in mortgage loans with usurious
      interest rates, there are uncertainties in determining the legality of interest
      rates. Such limitations, if applicable, may decrease the yield on our
      investments.





With
      respect to the interest rate we charge to our borrowers in the State of
      California, the we will relying upon the exemption from its usury law which
      provides that loans that are made or arranged by a licensed real estate broker
      and which are secured by a lien on real property are exempt from the usury
      law.
      We intend to use licensed real estate brokers to arrange the mortgage loans
      so
      that no violation of the applicable usury law would take place. Additionally,
      if
      any of our employees or directors is a licensed real estate broker in the State
      of California, we may use such person to arrange all or a portion of the
      mortgage loans to qualify for the usury exemption.





The
      consequences for failing to abide by the usury law include forfeiture of all
      interest payable on the loan, treble damages with respect to excessive interest
      actually paid, and criminal penalties. We believe that because of the applicable
      exemptions and the provisions of California Civil Code 1917.005 exempting
      lenders who originate loan transactions from the California usury laws, no
      violation of the California Usury Law will occur. We will attempt to rely on
      similar exemptions in other states if necessary but there is no guarantee that
      it will be able to do so.





**If
      a borrower enters bankruptcy, an automatic stay will prevent us or any trustee
      from foreclosing on the property securing such borrower's loan until relief
      from
      the stay can be sought.**





If
      a
      borrower enters bankruptcy, either voluntarily or involuntarily, an automatic
      stay of all proceedings against the borrower's property will issue. This stay
      will prevent us or any trustee from foreclosing on the property securing such
      borrower's loan until relief from the stay can be sought from the bankruptcy
      court. No guaranty can be given that the bankruptcy court will lift the stay,
      and significant legal fees and costs may be incurred in attempting to obtain
      such relief.





**We
      face competition in the acquisition of mortgage loans from competitors having
      greater financial resources.**





We
      will
      face intense competition in the origination, acquisition and liquidation of
      its
      mortgage loans. Such competition can be expected from banks, savings and loan
      associations and other entities, including REITs. Many of our competitors have
      greater financial resources than us.





**Because
      of intense competition for skilled personnel, we may not be able to recruit
      or
      retain necessary personnel on a cost-effective basis.**





Our
      future success will depend in large part upon our ability to identify, hire,
      retain and motivate highly skilled employees. We plan to significantly increase
      the number of our marketing, sales, customer support and operations employees
      to
      effectively serve the evolving needs of our present and future customers.
      Competition for highly skilled employees in our industry is intense. In
      addition, employees may leave our company and subsequently compete against
      us.
      Our failure to attract and retain these qualified employees could significantly
      harm our business. The loss of the services of any of our qualified employees,
      the inability to attract or retain qualified personnel in the future or delays
      in hiring required personnel could hinder the development and introduction
      of
      new and enhanced products and harm our ability to sell our products. Moreover,
      companies in our industry whose employees accept positions with competitors
      frequently claim that their competitors have engaged in unfair hiring practices.
      We may be subject to such claims in the future as we seek to hire qualified
      personnel, some of whom may currently be working for our competitors. Some
      of
      these claims may result in material litigation. We could incur substantial
      costs
      in defending ourselves against these claims, regardless of their
      merits.





**The
      loss of any of our key personnel could significantly harm our
      business.**





Our
      success depends to a significant degree upon the continuing contributions of
      our
      key management, technical, marketing and sales employees. The loss of the
      services of any key employee could significantly harm our


business,
      financial condition and results of operations. There can be no assurance that we
      will be successful in retaining our key employees or that we can attract or
      retain additional skilled personnel as required. Failure to retain key personnel
      could significantly harm our business, financial condition and results of
      operations.





**Claims
      that we infringe third-party intellectual property rights could result in
      significant expenses or restrictions on our ability to sell our
      products.**





From
      time
      to time, other parties may assert patent, copyright, trademark and other
      intellectual property rights to technologies and in various jurisdictions that
      are important to our business. Any claims asserting that our products infringe
      or may infringe proprietary rights of third parties, if determined adversely
      to
      us, could significantly harm our business. Any claims, with or without merit,
      could be time-consuming, result in costly litigation, divert the efforts of
      our
      technical and management personnel, cause product shipment delays or require
      us
      to enter into royalty or licensing agreements, any of which could significantly
      harm our business. Royalty or licensing agreements, if required, may not be
      available on terms acceptable to us, if at all. In the event a claim against
      us
      was successful and we could not obtain a license to the relevant technology
      on
      acceptable terms or license a substitute technology or


redesign
      our products to avoid infringement, our business would be harmed.





**The
      market price of our common stock may experience fluctuation unrelated to
      operating performance, including future private or public offerings of our
      capital stock.**





The
      market price of our Common Stock may experience fluctuations that are unrelated
      to our operating performance. In particular, the price of the Common Stock
      may
      be affected by general market price movements as well as developments
      specifically related to the mortgage industry such as, among other things,
      interest rate movements. In addition, our operating income on a quarterly basis
      is significantly dependent upon the successful completion of our loan sales
      in
      the market, and our inability to complete these transactions in a particular
      quarter may have a material adverse impact on our results of operations for
      that
      quarter and could, therefore, negatively impact the price of our Common Stock.





We
      may
      increase its capital by making additional private or public offerings of our
      Common Stock, securities convertible into our Common Stock, preferred stock
      or
      debt securities. The actual or perceived effect of such offerings, the timing
      of
      which cannot be predicted, may be the dilution of the book value or earnings
      per
      share of the Common Stock outstanding, which may result in the reduction of
      the
      market price of the Common Stock and affect our ability to access the capital
      markets.





**Any
      acquisitions that we may undertake could be difficult to integrate, disrupt
      our
      business, dilute shareholder value and significantly harm our operating
      results.**





We
      expect
      to review opportunities to buy other businesses or technologies that would
      complement our current products, expand the breadth of our markets or enhance
      our technical capabilities, or that may otherwise offer growth opportunities.
      While we have no current agreements or negotiations underway, we may buy
      businesses, products or technologies in the future. If we make any future
      acquisitions, we could issue stock that would dilute existing stockholders'
      percentage ownership, incur substantial debt or assume contingent liabilities.
      We have no experience in acquiring other businesses and technologies. Potential
      acquisitions also involve numerous risks, including:





•
      Problems assimilating the purchased operations, technologies or
      products;





•
      Unanticipated costs associated with the acquisition;





•
      Diversion of management's attention from our core business;





•
Adverse
      effects on existing business relationships with suppliers and
      customers;





•
Risks
      associated with entering markets in which we have no or limited prior
      experience; and





•
      Potential loss of the purchased organization's or our own key
      employees.





We
      cannot
      assure you that we would be successful in overcoming problems encountered in
      connection with such acquisitions, and our inability to do so could
      significantly harm our business.





**Our
      headquarters and many of our customers are located in California where natural
      disasters may occur.**





Currently,
      our corporate headquarters, and many of the borrowers for whom we provide
      mortgages are located in California. California historically has been vulnerable
      to natural disasters and other risks, such as earthquakes, fires and floods,
      which at times have disrupted the local economy and posed physical risks to
      our
      property. We presently do not have redundant, multiple site capacity in the
      event of a natural disaster. In the event of such a disaster, our business
      would
      suffer.





**We
      have a limited operating history and may not succeed.**





We
      have a
      limited operating history and may not succeed. Our plans and businesses are
      “proposed” and “intended” but we may not be able to successfully implement them.
      We expect that unanticipated expenses, problems, and technical difficulties
      will
      occur and that they will result in material delays in the operation of our
      business. We may not obtain sufficient capital or achieve a significant level
      of
      operations and, even if we do, we may not be able to conduct such operations
      on
      a profitable basis.





**Requirements
      associated with being a public company will require significant company
      resources and management attention.**





We
      are
      subject to the reporting requirements of the Securities Exchange Act of 1934,
      or
      the other rules and regulations of the SEC or any securities exchange relating
      to public companies. We are working with independent legal, accounting and
      financial advisors to identify those areas in which changes should be made
      to
      our financial and management control systems to manage our growth and our
      obligations as a public company. These areas include corporate governance,
      corporate control, internal audit, disclosure controls and procedures and
      financial reporting and accounting systems. We have made, and will continue
      to
      make, changes in these and other areas, including our internal controls over
      financial reporting. However, we cannot assure you that these and other measures
      we may take will be sufficient to allow us to satisfy our obligations as a
      public company on a timely basis.





In
      addition, compliance with reporting and other requirements applicable to public
      companies such as Sarbanes Oxley will create additional costs for us, will
      require the time and attention of management and will require the hiring
      of additional personnel and outside consultants. We cannot predict or estimate
      the amount of the additional costs we may incur, the timing of such costs or
      the
      degree of impact on our management's attention to these matters will have on
      our
      business.





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.





**Our
      planned growth, if any, together with our added obligations of being a public
      company may strain our business infrastructure, which could adversely affect
      our
      operations and financial condition.**





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.





**Costs
      of legal matters and regulation could exceed estimates and adversely affect
      our
      business.**





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.





**Issuing
      preferred stock with rights senior to those of our common stock could adversely
      affect holders of common stock.**





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**





W e
      do not
      own any property. As of August 2, 2007, we share office space at 50 Old Route
      25A, Fort Salonga, NY 11768. We do not have a lease for this office space and
      utilize the space on a month to month basis.





**Item
      3. Legal Proceedings**





Currently,
      we are not a party to any pending legal proceedings.





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





We
      did
      not submit any matters to our securities holders for the period of this
      report.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





**Market
      information**





As
      of
      April 12, 2007, our common stock was quoted in the over-the-counter market
      on
      the electronic bulletin board maintained by the National Association of
      Securities Dealers, Inc. under the symbol "AMTU." The closing price of our
      common stock on April 12, 2007 was $0.05 as quoted on www.pinksheets.com .
      As of
      December 3, 2007, our common stock is not currently quoted.





When
      the
      trading price of the Company's Common Stock is below $5.00 per share, the Common
      Stock is considered to be "penny stock" that are subject to rules promulgated
      by
      the Securities and Exchange Commission (Rule 15g-1 through 15g-9) under the
      Securities Exchange Act of 1934. These rules impose significant requirements
      on
      brokers under these circumstances, including: (a) delivering to customers the
      Commission's standardized risk disclosure document; (b) providing to customers
      current bid and offers; (c) disclosing to customers the brokers-dealer and
      sales
      representatives compensation; and (d) providing to customers monthly account
      statements.




**Holders**





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.





**Securities
      authorized for issuance under equity compensation plans**





We
      do not
      have any securities authorized for issuance under equity compensation
      plans.





**Item
      6. Management’s Discussion and Analysis of Plan of
      Operation**





The
      following discussion and analysis should be read in conjunction with our audited
      consolidated financial statements and related notes included in this
      registration statement. This registration statement contains “forward-looking
      statements.” The statements contained in this report that are not historic in
      nature, particularly those that utilize terminology such as “may,” “will,”
“should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or
      comparable terminology are forward-looking statements based on current
      expectations and assumptions.





Various
      risks and uncertainties could cause actual results to differ materially from
      those expressed in forward-looking statements. Factors that could cause actual
      results to differ from expectations include, but are not limited to, those
      set
      forth under the section “Risk Factors” set forth in this registration
      statement.





The
      forward-looking events discussed in this registration statement, the documents
      to which we refer you and other statements made from time to time by us or
      our
      representatives, may not occur, and actual events and results may differ
      materially and are subject to risks, uncertainties and assumptions about us.
      For
      these statements, we claim the protection of the “bespeaks caution” doctrine.
      All forward-looking statements in this document are based on information
      currently available to us as of the date of this report, and we assume no
      obligation to update any forward-looking statements. Forward-looking statements
      involve known and unknown risks, uncertainties and other factors that may cause
      the actual results to differ materially from any future results, performance
      or
      achievements expressed or implied by such forward-looking
      statements.





**Critical
      Accounting Policies**





The
      Company’s policy is to use the accrual method of accounting to prepare and
      present financial statements,
      which conform to generally accepted accounting principles. The company has
      elected a September 30, year-end.





The
      Company considers all highly liquid investments with maturities of three months
      or less when purchased, to be cash equivalents.





Revenue
      is recognized at the time of sale.





The
      Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes.” SFAS 109 requires recognition of deferred tax
      liabilities and assets for the expected future tax consequences of events that
      have been included in the financial statements or tax returns. Under this
      method, deferred tax liabilities and assets are determined based on the
      difference between the financial statement and tax bases of assets and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse.





**Results
      of Operations**





For
      the
      year ended September 30, 2002, we had revenues of $42,220,967, operating
      expenses of $37,096,753 and an operating income of $5,124,214.





**Liquidity
      and Capital Resources**





At
      September 30, 2002, we had cash of $0. As of December 3, 2007, we have $0 cash
      on hand.





**Off-balance
      Sheet Arrangements**




We
      maintain no significant off-balance sheet arrangements





**Foreign
      Currency Transactions**





None.





**I** **tem
      7. Financial Statements**





Our
      financial statements and related explanatory notes can be found on the “F” Pages
      at the end of this Report.





**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. Controls and Procedures.**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange
      Act”) we carried out an evaluation of the effectiveness of the design and
      operation of our disclosure controls and procedures as of the date of this
      report. This evaluation was carried out under the supervision and with the
      participation of our Chief Executive Officer/Chief Financial Officer. Based
      upon
      that evaluation, our sole officer has concluded that our disclosure controls
      and
      procedures were effective to ensure that information required to be disclosed
      in
      our Exchange Act reports is recorded, processed, summarized, and reported within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms, and that such information is accumulated and communicated to them to
      allow timely decisions regarding required disclosure. There were not any changes
      in our internal control over financial reporting during our most recent fiscal
      quarter that have materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters And Control Persons; Compliance With
                Section
                16(a) Of The Exchange Act**





The
      following table sets forth, as of the date of this registration statement,
      the
      name, age and position of our sole officer and director.




**NAME**
            
            **AGE**
            
            **POSITION**Ms.
                Pak King Diu
            
            22
            
            President,
                Financial Officer, Secretary and
                Director





The
      background of our sole director/executive officer is as follows:





**Ms.
      Pak King Diu**




Ms.
      Pak
      King Diu is our Sole officer and Director. In addition to working for us, since
      2002, she has been acting as the President of Delimma Company, Limited which
      is
      a Japanese fashion chain store located in Hong Kong. From October 2006, Ms.
      Diu
      has also worked as an independent consultant for Best Move Holdings Limited
      ( www.bestmoveholdings.com )
      marketing its sports and high fashion apparel in the United States, Germany
      and
      16 cities in China. Ms. Diu Graduated from Hong Kong Ploytechnic University
      with
      a major in Fashion Merchandising.





**Information
      about our Board and its Committees.**





**Audit
      Committee**





We
      currently do not have an audit committee although we intend to create one as
      the
      need arises. Currently, our Board of Directors serves as our audit
      committee.





**Compensation
      Committee**





We
      currently do not have a compensation committee although we intend to create
      one
      as the need arises. Currently, our Board of Directors serves as our Compensation
      Committee.





**Advisory
      Board**





We
      currently do not have an advisory board although we intend to create
      one.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors,
      executive officers, and stockholders holding more than 10% of our outstanding
      common stock, to file with the Securities and Exchange Commission initial
      reports of ownership and reports of changes in beneficial ownership of our
      common stock. Executive officers, directors and greater-than-10% stockholders
      are required by SEC regulations to furnish us with copies of all
      Section 16(a) reports they file. To our knowledge, based solely on review
      of the copies of such reports furnished to us for the period covered by this
      Report, the Section 16(a) reports required to be filed by our executive
      officers, directors and greater-than-10% stockholders were not filed on a timely
      basis.





**Code
      of Ethics**





We
      currently do not have an advisory board although we intend to create one as
      the
      need arises.





**Item
      10. Executive Compensation**





The
      following table sets forth the cash compensation paid to our Chief Executive
      Officer, which is our sole executive officer, for services rendered, and to
      be
      rendered:





**Summary
                Compensation Table****Non-Equity**
            
            **Nonqualified**
            **All****Name
                and**
            
            
            
            
            
            
            
            
            
            
            
            **Incentive**
            
            **Deferred**
            **Other****Principal**
            
            
            
            
            
            
            
            **Stock**
            
            **Option**
            
            **Plan**
            
            **Compensation**
            **Compen****Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Awards**
            
            **Awards**
            
            **Compensation**
            
            **Earnings**
            **-sation**
            **Total**Ms.
                Pak King Diu(1)
            
            2007
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0*President,
                Chief Financial Officer, Secretary, and Director*
            
            2006
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Jennifer
                Gottlob
            
            2007
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0*Former
                President, Chief Financial Officer, Secretary, and
                Director*
            
            2006
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0





(1)  Ms.
      Diu
      became our sole officer and director on July 24, 2007.





**Employment
      Agreement**





We
      currently do not have an employment agreement with Ms. Diu to act
      as
      our Director,
      President, Chief Financial Officer and Secretary although we intend to enter
      into one with Ms. Diu.





**Compensation
      of Director**





We
      currently do not compensate our sole director. In the future, we may compensate
      our current director or any additional directors for reasonable out-of-pocket
      expenses in attending board of directors meetings and for promoting our
      business. From time to time we may request certain members of the board of
      directors to perform services on our behalf. In such cases, we will compensate
      the directors for their services at rates no more favorable than could be
      obtained from unaffiliated parties.





**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management.**





The
      following table sets forth certain information regarding the beneficial
      ownership of the 44,480,622 issued and outstanding shares of our common stock
      as
      of December 3, 2007, by the following persons:





|· | each
              person who is known to be the beneficial owner of more than five percent
              (5%) of our issued and outstanding shares of common
              stock;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | each
              of our directors and executive officers;
              and
|- | -----------------------------------------------------------------------------



|· | All
              of our Directors and Officers as a group
|- | ----------------------------------------------------------





**Name
                And Address**
            **Number
                Of Shares**
              **Beneficially
                Owned**
            **Percentage**
              **Owned**Tian-ming
                Ren(1)
            50,000
            *Chao-chyn
                Tseng(2)
            300,000
            *Yun-sen
                Ku(3)
            50,000
            *Ms.
                Pak King Diu(4)
            0
            0%Total
            400,000
            *





*
      Less
      than 1%





(1)  The
      address is 4F,
      No.
      137, Sec. 2, Shiyuan RoadWanhua District, Taipei 108, Taiwan.





(2)  The
      address is 5F-2, No. 765, Section 4, Bade Road, Sungshan District, Taipei 10567,
      Taiwan.





(3)  The
      address is 6F, No. 10, Lane21, Alley 68Wenhu Street, Neihu District, Taipei
      11445, Taiwan.





(4)  The
      address is 50
      Old
      Route 25A, Fort Salonga, NY  11768.





Beneficial
      ownership is determined in accordance with the rules and regulations of the
      SEC.
      The number of shares and the percentage beneficially owned by each individual
      listed above include shares that are subject to options held by that individual
      that are immediately exercisable or exercisable within 60 days from the date
      of
      this registration statement and the number of shares and the percentage
      beneficially owned by all officers an d
      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
                ofMs.
                Pak King Diu,
                pursuant to Rule 13a-14(a) (Attached hereto).31.2
            
            Certification
                ofMs.
                Pak King Diu,
                pursuant to Rule 13a-14(a) (Attached hereto).32.1
            
            Certification
                ofMs.
                Pak King Diu,
                pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Attached
                hereto).





**Item
      14. Principal Accountant Fees and Services.**





**Appointment
      of Auditors**




Our
      Board
      of Directors selected Lawrence Scharfman, CPA, as our auditors for the year
      ended as of the date of this Report.





**Audit
      Fees**





Lawrence
      Scharfman, CPA, billed us $8,000 in audit fees during the year ended as of
      the
      date of this Report.





**Audit-Related
      Fees**




We
      did
      not pay any fees to Lawrence Scharfman, CPA, for assurance and related services
      that are not reported under Audit Fees above, during our fiscal year ending
      as
      of the date of this Report.





**Tax
      and All Other Fees**




We
      did
      not pay any fees to Lawrence Scharfman, CPA , for tax compliance, tax advice,
      tax planning or other work during our fiscal year ending as of the date of
      this
      Report.





**Pre-Approval
      Policies and Procedures**





We
      have
      implemented pre-approval policies and procedures related to the provision of
      audit and non-audit services. Under these procedures, our board of directors
      pre-approves all services to be provided by Lawrence Scharfman, CPA, and the
      estimated fees related to these services.





With
      respect to the audit of our financial statements as of the date of this Report,
      and for the year then ended, none of the hours expended on Lawrence Scharfman,
      CPA’s engagement to audit those financial statements were attributed to work by
      persons other than Lawrence Scharfman, CPA’s full-time, permanent
      employees.








**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereto duly
      authorized.








**AMT
                Group, Inc.**
              
              /s/Ms.
                Pak King Diu
              By:Ms.
                Pak King Diu
              Its:
                President







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








**Signatures**
            
            **Title**
            
            **Date**/s/Ms.
                Pak King Diu
              Ms.
                Pak King Diu
            
            Director,
                President, Chief Executive Officer, and Chief Financial
                Officer
            
            December
                3, 2007











**AMT
                GROUP, INC.**PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Balance
                Sheet at September 30, 2002
            
            F-3Statements
                of Operations for the year ended September 30, 2002
            
            F-4Statement
                of Changes in Shareholders' Deficit for the period from September
                30, 2001
                through September 30, 2002
            
            F-5Statements
                of Cash Flows for the year ended September 30,2002
              and
                for the period from October 1, 2000 through September 30,
                2001
            
            F-6Notes
                to Financial Statements
            
            F-7








**LAWRENCE
      SCHARFMAN CPA P.A.**


**Certified
      Public Accountants**





**9608
      Honey Bell Circle**


**Boynton
      Beach, FL 33437**


**Telephone:
      (561) 733-0296**


**Facsimile:
      (561) 740-0613**


**INDEPENDENT
      AUDITORS' REPORT**





To
      the
      Board of Directors of:





AMT
      Group, Inc., fka, EMB Corp.


50
      Old
      Route 25A


Fort
      Salonga, NY  11768





We
      have
      audited the accompanying balance sheet of AMT Group, Inc, fka, EMB Corp, a
      Nevada corporation, as of September 30, 2002 and the related statements of
      operations, stockholders equity and cash flows for the year then
      ended.





These
      financial statements are the responsibility of the company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provides a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of AMT Group, Inc. as of September
      30,
      2002 and the results of its operations in conformity with accounting principles
      generally accepted in the United States of America. The company has had
      difficulty in generating sufficient cash flow to meet its obligations and is
      dependent on management's ability to develop profitable operations. These
      factors, among others may raise substantial doubt as to their ability to
      continue as a going concern.





Lawrence
      Scharfman CPA PA





/s/
      Lawrence Scharfman CPA, PA





Boynton
      Beach, Florida


June
      30,
      2007





F-2








AMT
                GROUP, INC.BALANCE
                SHEETSeptember
                30, 2002ASSETSCurrent
                assets:Cash
            $
            0Total
                current assets
            
            0TOTAL
                ASSETS
            $
            0LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable
            $
            0Total
                current liabilities
            
            0Long-term
                Liabilities:TOTAL
                LIABILITIES
            
            0STOCKHOLDERS'
                DEFICIT (Note 4)Preferred
                Convertible Series D stock, 1,000,000 shares authorized, no par
                value,
            
            140,000140,000
                shares issued and outstanding
            
            —Preferred
                Convertible Series E stock, 3,000,000 shares authorized, no par
                value,
            
            235,0002,500,000
                shares issued and outstandingCommon
                stock, 30,000,000 shares authorized, no par value,
            
            2,753,07923,372,569
                shares issued and outstandingTreasury
                Stock, Preferred Convertible shares
            
            (235,000)Retained
                deficit
            
            (2,893,079)TOTAL
                STOCKHOLDERS' DEFICIT
            
            0TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
            0See
                notes to the financial statementsF-3








AMT
                GROUP, INC.STATEMENTS
                OF OPERATIONSFor
                The
            
            For
                TheYear
                Ended
            
            Year
                EndedSeptember
                30, 2002
            
            September
                30, 2001Revenues:Sales
            $
            42,220,967
            $
            9,253,502Total
                revenues
            
            42,220,967
            
            9,253,502Expenses:Salaries
                and Wages
            
            0
            
            1,961,234General
                and administrative (Note 1)
            
            2,900,803
            
            2,838,838Interest
                and fees
            
            41,915
            
            2,723,615Commissions
            
            0
            
            1,451,840Write
                Down of Assets
            
            34,154,035
            
            0Total
                operating expenses
            
            37,096,753
            
            8,975,527Income
                (Loss) from operations
            
            5,124,214
            
            277,975Provision
                for Income Taxes (Note 5)
            
            -
            
            12,648NET
                INCOME (LOSS)
            $
            5,124,214
            $
            265,327Basic
                income (loss) per common share
            $
            0.60
            $
            0.03Diluted
                income (loss) per common share
            $
            0.45
            $
            0.02Weighted
                average common shares outstanding - Basic
            
            8,490,952
            
            8,490,952Weighted
                average common shares outstanding - Diluted
            
            11,490,952
            
            11,490,952See
                notes to the financial statementsF-4














AMT
                GROUP, INC.STATEMENT
                OF CHANGES IN STOCKHOLDERS' DEFICITTotalPreferred
                Stock
            
            Common
                Stock
            
            Treasury
                Stock
            Retained
            
            Stockholders'Shares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            Deficit
            
            DeficitBalance
                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
            —
            
            1,051,178Net
                Income (loss) for the period from October1,
                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)
            
            0See
                notes to the financial statementsF-5








AMT
                GROUP, INC.STATEMENTS
                OF CASH FLOWSFor
                The
            
            For
                TheYear
                Ended
            
            Year
                EndedSeptember
                30, 2002
            
            September
                30, 2001CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            $
            5,124,514
            $
            265,327Adjustments
                to reconcile net income tonet
                cash provided by operating activities:Depreciation
            
            -
            
            99,288Changes
                in operating assets and liabilities:Accounts
                Receivable
            
            0
            
            (187,593)Loans
                held for sale
            
            0
            
            (21,236,400)Restricted
                Assets
            
            0
            
            (21,970)Accounts
                payable and accrued expenses
            
            0
            
            94,288Line
                of Credit
            
            0
            
            21,236,400NET
                CASH PROVIDED BY OPERATING ACTIVITIES
            
            5,124,514
            
            500,862CASH
                FLOWS FROM INVESTING ACTIVITIESCash
                received from acquisition of business
            
            0
            
            97,032CASH
                FLOWS FROM FINANCING ACTIVITIESPrincipal
                paid on notes payable
            
            
            
            (80,477)Accumulated
                deficit
            
            (8,017,293)
            
            0Common
                Stock
            
            2,753,079
            
            0Preferred
                Convertible Series D
            
            140,000
            
            0Preferred
                Convertible Series E
            
            235,000
            
            0Treasury
                Stock
            
            (235,000)NET
                CASH USED IN FINANCING ACTIVITIES
            
            (5,124,214)
            
            16,555NET
                CHANGE IN CASH
            
            0
            
            517,417CASH
                BALANCESBeginning
                of period
            
            0
            
            61,519End
                of period
            $
            0
            $
            578,936See
                notes to the financial statementsF-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.





**NOTE
                2.**
            **GOING
                CONCERN**





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. As shown in the accompanying financial
      statements, the Company has a limited operating history and limited funds.
      These
      factors, among others, may indicate that the Company will be unable to continue
      as a going concern.





The
      Company is dependent upon outside financing to continue operations. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty. It is management’s plans to raise necessary funds
      via a private placement of its common stock to satisfy the capital requirements
      of the Company’s business plan. There is no assurance that the Company will be
      able to raise necessary funds, or that if it is successful in raising the
      necessary funds, that the Company will successfully operate its business
      plan.




The
      financial statements do not include any adjustments relating to the
      recoverability and classification of assets and/or liabilities that might be
      necessary should the Company be unable to continue as a going concern. Our
      continuation as a going concern is dependent upon our ability to meet our
      obligations on a timely basis, and, ultimately to attain profitability.





**NOTE
                3.**
            **STOCKHOLDERS’
                DEFICIT**





The
      stockholders’ equity section of the Company contains the following classes of
      capital stock as
      of
      September 30, 2002:





Preferred
      stock Series D, no par value; 1,000,000 shares authorized, 140,000 shares issued
      and outstanding.





Preferred
      stock Series E, no par value; 3,000,000 shares authorized, 2,500,000 shares
      issued and outstanding.





Common
      stock, no par value; 30,000,000 shares authorized: 23,372,569 shares issued
      and
      outstanding.




**NOTE
      5.**  **INCOME
      TAXES**





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





For
                The
            
            For
                TheYear
                Ended
            
            Year
                EndedSeptember
                30,
              2002
            
            September
                30,
              2001U.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 whichno
                tax benefit is currently
                available...........................................
            
            -38.45%
            
            -38.45%0.00%
            
            0.00%





At
      September 30, 2002, deferred tax assets consisted of a net tax asset of
      $0.








F-7