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 endedSeptember
        30,
        2003
 
 [  ]
              TRANSITION
                  REPORT PURSUANT TO
                  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                  1934
 For
        the transition period from
        ___________ to _____________
 
 Commission
        File Number:1-11883
 AMT
        GROUP, INC.
 (Name
        of small business issuer as
        specified in its charter)
 
 Nevada
              95-3811580(State
                  or other jurisdiction
                  of
                incorporation
                  or
                  organization)
              (I.R.S.
                  Employer
                Identification
                  No.)50
                  Old Route 25A, Fort Salonga, NY  11768
                ________________________________________________________________________
                (Address
                  of principal executive offices, including zip
                  code)
 
 Registrant’s
        telephone number, including
        area
        code:                                                                                                           
(646)
        383-4832
 Securities
        registered pursuant to
        Section 12(b) of the
        Act:                                                                                                
None
 Securities
        registered pursuant to
        Section 12(g) of the
        Act:                                                                                                
Common
        Stock
        $0.001 par value
 ___________________
 
 Check
        whether the issuer is not required
        to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
        [  ]
 
 Note
–
Checking
        the box above will not
        relieve any registrant required to file reports pursuant to Section 13 or
        15(d)
        of the Exchange Act from their obligations under those
        Sections.
 
 Check
        whether the issuer (1) filed
        all reports required to be filed by Section 13 or 15(d) of the Exchange Act
        of 1934 during the past 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such filing requirements for the past 90 days.Yes[   ]No[  X  ]
 
 Check
        if disclosure of delinquent filers
        pursuant to Item 405 of Regulation S-B is not contained in this form, and
        no
        disclosure will be contained, to the best of registrant’s knowledge, in
        definitive proxy or information statements incorporated by reference in Part
        III
        of this Form 10-KSB or any amendment to this Form
        10-KSB.  [   ]
 
 Indicate
        by check mark whether the
        registrant is a shell company (as defined in Rule 12b-2 of the Exchange
        Act.  Yes  [ X ]  No
        [    ]
 
 The
        issuer’s revenues for the
        Registrant’s fiscal year ending as of the date of this Reportwere $0.
 
 The
        aggregate market value of the voting
        and non-voting common equity held by non-affiliates of the registrant was
        approximately $974,031.  Shares
        of common stock held
        by each officer and director and by each person or group who owns 10% or
        more of
        the outstanding common stock amounting to25,000,000shareshave
        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.
 
 Asof
        January 24, 2008, there were
        44,480,622 shares of ourcommon
        stock were issued and
        outstanding.
 
 Documents
        Incorporated by
        Reference:      None.
 
 Transitional
        Small Business Disclosure
        Format:  No.
  
  PART
        I
 
 Item
        1.   Description of
        Business
 
 We
        were originally incorporated in 1960
        in Hawaii, as "Pacific International, Inc.” with the intent of acquiring and
        managing developed and underdeveloped real estate.  However, we did
        not conduct significant operations for a number of years until we agreed
        to
        acquire substantially all of the assets and assume certain liabilities of
        Sterling Alliance Group, Ltd. in December 1995. Subsequently, we changed
        our
        name to EMB Corporation to reflect the change in the purpose and nature of
        our
        business. On February 7, 2007, we merged with and into AMT Group, Inc. a
        Nevada
        corporation, changing our name to AMT Group, Inc.
 
 In
        December 1998, we substantially
        ceased operations of our EMB Mortgage Corporation subsidiary and in January
        2000, we adopted a plan to divest ourselves of the remaining mortgage banking
        operations. On February 22, 2000, we sold our interest in Residential Mortgage
        Corporation to another mortgage banking entity, through the cancellation
        of
        40,000 shares of our common stock.
 
 On June 24, 2000, we entered into an asset purchase agreement with Cyrus,
        Ltd.
        to acquire rights to operate two natural gas processing plants in Tennessee.
        On
        November 10, 2000, we rescinded the transaction due to the quality of the
        gas
        available for processing.
 
 On
        November 10, 2000, our board of
        directors approved a plan to acquire various natural gas pipelines, located
        in
        the State of Oklahoma for total consideration of $1,200,000, which would
        be paid
        with a convertible promissory note.  Following our due diligence
        investigation, we decided not to proceed with the proposed
        acquisition.
 
 On
        July 23, 2001, we entered into an
        agreement to acquire from William R. Parker, its sole shareholder, all of
        the
        issued and outstanding shares of Saddleback Investment Services, Inc., a
        California corporation, doing business as American National
        Mortgage.
 
 On
        September 30, 2001, we entered into
        an agreement to acquire from FGFC Holdings, Inc., a California corporation,
        its
        sole shareholder, all of the issued and outstanding shares of First Guaranty
        Financial Corporation, a California corporation.
 
 On
        September 6, 2002, we entered into a
        rescission agreement with FGFC Holdings, Inc. rescinding the September 30,
        2001
        agreement and any amendments thereto.
 
 On
        November 12, 2002, we entered into a
        rescission agreement with William R. Parker rescinding the July 23, 2001
        agreement and any amendments thereto.
 
 We
        have had minimal business operations
        since June 30, 2002.
 
 Item
        1a.  Risk Factors
 
 An
        investment in our common stock
        involves a high degree of risk.  You should carefully consider the
        following risk factors and the other information in this registration statement
        before investing in our common stock.  Our business and results of
        operations could be seriously harmed by any of the following risks.
 
 Our
        future revenues are unpredictable and our operating results are likely to
        fluctuate from quarter to quarter.
 
 Our
        quarterly and annual operating
        results have fluctuated in the past and are likely to fluctuate significantly
        in
        the future due to a variety of factors, some of which are outside of our
        control. Accordingly, we believe that period-to-period comparisons of our
        results of operations are not meaningful and should not be relied upon as
        indications of future performance. Some of the factors that could cause our
        quarterly or annual operating results to fluctuate include market acceptance
        of
        our mortgage services and systems, business development, ability to originate
        and process mortgage loans, and competitive pressures.
 
 The
        mortgage lending business is affected by interest rates and other factors
        beyond
        our control.
 
 The
        results of our will be affected by
        various factors, many of which are beyond our control. The results of our
        operations, will depend, among other things, on the level of net cash flows
        generated by our mortgage assets and the supply of and demand for mortgage
        loans. Our net cash flows will vary as a result of changes in interest rates,
        the behavior of which involves various risks and uncertainties as set forth
        below. Prepayment rates and interest rates depend upon the nature and terms
        of
        the mortgage assets, the geographic location of the properties securing the
        mortgage loans, conditions in financial markets, the fiscal and monetary
        policies of the United States government and the Board of Governors of the
        Federal Reserve System, international economic and financial conditions,
        competition and other factors, none of which can be predicted with any
        certainty. Because interest rates will significantly affect our activities,
        our
        operating results will depend, in large part, upon our ability to utilize
        appropriate strategies to maximize returns while attempting to minimize
        risks.
 
 Mortgage
        loans are subject to the risk of default by borrowers and certain inherent
        risks
        related to real estate.
 
 Mortgage
        loans are subject to varying
        degrees of risk, including the risk of a default by the borrowers on a mortgage
        loan, and the added responsibility on the part of the Company of foreclosing
        in
        order to protect its investment.  The ability of the borrowers to make
        payments on non-single-family mortgage loans is highly dependent on the
        borrowers' ability to manage and sell, refinance or otherwise dispose of
        the
        properties and will be dependent upon all the risks generally associated
        with
        real estate investments which are beyond our control.  We must rely on
        the experience and ability of the borrowers to manage, develop and dispose
        of or
        refinance the properties.  Investing in real estate is highly
        competitive and is subject to numerous inherent risks, including, without
        limitation, changes in general or local economic conditions, neighborhood
        values
        and interest rates, limited availability of mortgage funds which may render
        the
        sale or refinancing of the properties difficult, increases in real estate
        taxes,
        other operating expenses, the supply and demand for properties of the type
        involved, toxic and hazardous wastes, environmental considerations, zoning
        laws,
        entitlements, rent control laws, other governmental rules and fiscal policies
        and acts of God, such as floods, which may result in uninsured
        losses.
 
 We
        may not diversify our portfolio of mortgage loans.
 
 Our
        mortgage loans may be obligations
        of a limited number of borrowers on a limited number of properties. The lack
        of
        diversity in the type, number and geographic location of mortgage loans made
        by
        us would materially increase the risk of an investment in the Common
        Stock.
 
 In
        the event we are not successful in securitizing mortgage loans, we will continue
        to bear the risks of borrower defaults and bankruptcies, fraud losses and
        special hazard losses.
 
 We
        may acquire and accumulate mortgage
        loans as part of our long-term investment strategy or until a sufficient
        quantity has been acquired for securitization into mortgage-backed securities.
        There can be no assurance
 that
        we
        will be successful in securitizing mortgage loans. While holding mortgage
        loans,
        we will be subject to risks of borrower defaults and bankruptcies, fraud
        losses
        and special hazard losses. In the event of any default under mortgage loans
        held
        by us, we will bear the risk of loss of principal to the extent of any
        deficiency between the value of the mortgage collateral and the principal
        amount
        of the mortgage loan. It may not be desirable, possible or economic for us
        to
        complete the securitization of any or all mortgage loans which the Company
        acquires or funds, in which case we will continue to hold the mortgage loans
        and
        bear the risks of borrower defaults and special hazard losses.
 
 The
        mortgage loans we invest in will be
        secured by the properties and will also be a recourse obligation of the
        borrower. In the event of a default, we will be able to look to the borrower
        to
        make up any deficiency between the value of the collateral and the principal
        amount of the mortgage loan.
 
 It is expected that when we acquire mortgage loans, the sellers will represent
        and warrant to us that there has been no fraud or misrepresentation with
        respect
        to the origination of the mortgage loans and will agree to repurchase any
        loan
        with respect to which there is fraud or misrepresentation. There can be no
        assurance that we will be able to obtain the repurchase agreement from the
        sellers. Although we may have recourse to the sellers based on the sellers'
        representations and warranties to us, we will be at risk for loss to the
        extent
        the sellers do not perform their repurchase obligations.
 
 We
        may acquire mortgage loans from
        failed savings and loan associations or banks through United States government
        agencies such as the Resolution Trust Corporation or the Federal Deposit
        Insurance Corporation. These
 institutions
        do not provide the seller's typical representations against fraud and
        misrepresentation. We intend to acquire third party insurance, to the extent
        that it is available at a reasonable price, for such risks. In the event
        we are
        unable to acquire such insurance, we would be relying solely on the value
        of the
        collateral underlying the mortgage loans.  Accordingly, we will be
        subject to a greater risk of loss on obligations purchased from these
        institutions.
 
 To
        the extent that we are unable to maintain an adequate warehouse line of credit,
        we may have to curtail loan origination and purchasing activities.
 
 We
        rely significantly upon its access
        to warehouse credit facilities in order to fund new originations and purchases.
        We expect to be able to maintain its existing warehouse line of credit (or
        to
        obtain replacement or additional financing) as the current arrangements expire
        or become fully utilized; however, there can be no assurance that such financing
        will be obtainable on favorable terms, if at all. To the extent that we are
        unable to maintain an adequate warehouse line of credit, we may have to curtail
        loan origination and purchasing activities, which could have a material adverse
        effect on our operations and financial condition.
 
 Variations
        in mortgage prepayments may cause changes in our net cash flows.
 
 Mortgage
        prepayment rates vary from
        time to time and may cause changes in the amount of our net cash flows. To
        the
        extent that prepayments occur, the yield on our mortgage loans would be affected
        as well as our net cash flows.  Prepayments of adjustable-rate
        mortgage loans included in or underlying mortgage-backed securities generally
        increase when then-current mortgage interest rates fall below the interest
        rates
        on such adjustable-rate mortgage loans. Conversely, prepayments of such mortgage
        loans generally decrease when then-current mortgage interest rates exceed
        the
        interest rate on the mortgage loans included in or underlying such
        mortgage-backed securities. Prepayment experience also may be affected by
        the
        geographic location of the properties securing the mortgage loans included
        in or
        underlying mortgage-backed securities, the assumability of such mortgage
        loans,
        the ability of the borrower to convert to a fixed-rate loan, conditions in
        the
        housing and
 financial
        markets and general economic conditions.
 
 Our
        portfolio of mortgage loans may include privately issued pass-through
        certificates which are typically not guaranteed by the United States
        Government
 
 We
        may include privately issued
        pass-through certificates backed by pools of adjustable-rate single family
        and
        multi-family mortgage loans and other real estate-backed mortgage loans in
        its
        investment portfolio. Because
 principal
        and interest payments on privately issued pass-through certificates are
        typically not guaranteed by the United States government or an agency of
        the
        United States government, such securities generally are structured with one
        or
        more types of credit enhancement. Such forms of credit enhancement are
        structured to provide protection against risk of loss due to default on the
        underlying mortgage loan, or bankruptcy, fraud and special hazard losses,
        such
        as earthquakes. Typically, third parties insure against these types of losses,
        and we would be dependent upon the credit worthiness of the insurer for
        credit-rating, claims paying ability of the insurer and timeliness of
        reimbursement in the event of a default on the underlying
        obligations.  Furthermore, the insurance coverage for various types of
        losses is limited in amount, and losses in excess of the limitation would
        be our
        responsibility.
 
 We
        may also purchase mortgage loans
        issued by GNMA, FNMA or FHLMC.  Each of these entities provides
        guarantees against risk of loss for securities issued by it. In the case
        of
        GNMA, the timely payment of principal and interest on its certificates is
        guaranteed by the full faith and credit of the United States government.
        FNMA
        guarantees the scheduled payments of interest and principal and the full
        principal amount of any mortgage loan foreclosed or liquidated on its
        obligations. FHLMC guarantees the timely payment of interest and ultimate
        collection of principal on its obligations, while with respect to certificates
        issued by FNMA and FHLMC, payment of principal and interest of such certificates
        are guaranteed only by the respective entity and not by the full faith and
        credit of the United States government.
 
 We
        are dependent upon independent mortgage brokers and others, none of whom
        is
        contractually obligated to do business with us.
 
 We
        depend in part on independent
        mortgage brokers, financial institutions, realtors® and mortgage bankers for its
        originations and purchases of mortgage loans.  Our competitors also
        seek to establish relationships with such independent mortgage brokers,
        financial institutions, realtors® and mortgage bankers, none of whom is
        contractually obligated to continue to do business with us.  In
        addition, we expect expects the volume of wholesale loans that it originates
        and
        purchases to increase. Our future results may become more exposed to
        fluctuations in the volume and cost of its wholesale loans resulting from
        competition from other originators and purchasers of such loans, market
        conditions and other factors.
 
 We
        will have little control over the operations of the pass-through entities
        in
        which we may purchase interests.
 
 If
        we purchase interests in various
        pass-through entities, we will be in the position of a "holder" of shares
        of
        such entities including, real estate investment trusts, other trusts or
        partnerships, or a holder of other types of pass-through interests. Therefore,
        we will relying exclusively on the management capabilities of the general
        partners, managers and trustees of those entities for the management and
        investment decisions made on their behalf. In particular, except for voting
        rights on certain matters, we will have no control over the operations of
        the
        pass-through entities in which it purchases interests, including all matters
        relating to the operation, management, investment decisions, income and expenses
        of such entities, including decisions with respect to actions to be taken
        to
        collect amounts owed to such entities. If such managers, trustees or general
        partners take actions or make decisions which are adverse to us or a
        pass-through entity, it may not be cost-efficient for us to challenge such
        actions or decisions. Moreover, if we do not become a substituted owner of
        such
        interests, it would not have the right to vote on matters on which other
        interest owners in such entities have a right to vote or otherwise challenge
        management decisions. Finally, should any of such managers, trustees or general
        partners experience financial difficulties for any reason, the entities in
        which
        we invest could be adversely affected, thereby adversely affecting the value
        of
        our investments.
 
 Mortgage
        loans, other than those
        representing mortgage loans on single-family residential, may represent
        "balloon" obligations, requiring no payments of principal over the term of
        the
        indebtedness with a "balloon" payment
 of
        all of
        the principal due at maturity. "Balloon" payments will probably require a
        sale
        or refinancing of properties at the time they are due. No assurance can be
        given
        that the borrowers will have sufficient assets to pay off the indebtedness
        when
        due, or that sufficient liquidity will be generated from the disposition
        or
        refinancing of the properties to enable the owner to pay the principal or
        interest due on such mortgage loans.
 
 Upon
        foreclosure of a property, we may have difficulty in finding a purchaser
        or may
        have to sell the property at a loss.
 
 If
        a mortgaged property is not sold by
        the maturity date of the underlying mortgage loan, the borrower may have
        difficulty in paying the outstanding balance of such mortgage loan and may
        have
        to refinance the property. The
 borrower
        may also experience difficulty in refinancing the property if that becomes
        necessary due to unfavorable interest rates or the unavailability of
        credit.
 
 If
        any amounts under a mortgage loan
        are not paid when due, we may foreclose upon the property of the
        borrower.  In the event of such a default which requires us to
        foreclose upon a property or otherwise pursue its remedies in order to protect
        our investment, we will seek to obtain a purchaser for the property upon
        such
        terms as we deem reasonable.  However, there can be no assurance that
        the amount realized upon any such sale of the underlying property will result
        in
        financial profit or prevent loss.  In addition, because of potential
        adverse changes in the real estate market, locally or nationally, we may
        be
        forced to own and maintain the property for a period of time to protect the
        value of its investment.  In that event, we may not be able to receive
        any cash flow from such mortgage loan and we would be required to pay such
        sums
        as may be necessary to maintain and manage the property.
 
 We
        may be required to investigate and clean up hazardous or toxic substances
        of
        properties securing loans that are in default.
 
 We
        have not been required to perform
        any investigation or clean up activities, nor has it been subject to any
        environmental claims. There can be no assurance, however, that this will
        remain
        the case in the future.  In the course of our business, we have
        acquired and may acquire in the future properties securing loans that are
        in
        default. Although we primarily lend to owners of residential properties,
        there
        is a risk that we could be required to investigate and clean up hazardous
        or
        toxic substances or chemical releases at such properties after we acquire
        them
        and may be held liable to a governmental entity or to third parties for property
        damage, personal injury and investigation and cleanup costs incurred by such
        parties in connection with the contamination. In addition, the owner or former
        owners of a contaminated site may be subject to common law claims by third
        parties based on damages and costs resulting from environmental contamination
        emanating from such property.
 
 The
        amount of interest charged to a borrower is subject to compliance with state
        usury laws
 
 The
        amount of interest payable by a
        borrower to us may exceed the rate of interest permitted under the California
        Usury Law and the usury laws of other states.  Although we do not
        intend to make or invest in mortgage loans with usurious interest rates,
        there
        are uncertainties in determining the legality of interest rates. Such
        limitations, if applicable, may decrease the yield on our
        investments.
 
 With
        respect to the interest rate we
        charge to our borrowers in the State of California, the we
        will  relying upon the exemption from its usury law which provides
        that loans that are made or arranged by a licensed real estate broker and
        which
        are secured by a lien on real property are exempt from the usury
        law.  We intend to use licensed real estate brokers to arrange the
        mortgage loans so that no violation of the applicable usury law would take
        place.  Additionally, if any of our employees or directors is a
        licensed real estate broker in the State of California, we may use such person
        to arrange all or a portion of the mortgage loans to qualify for the usury
        exemption.
 
 The
        consequences for failing to abide
        by the usury law include forfeiture of all interest payable on the loan,
        treble
        damages with respect to excessive interest actually paid, and criminal
        penalties.   We believe that because of the applicable exemptions
        and the provisions of California Civil Code 1917.005 exempting lenders who
        originate loan transactions from the California usury laws, no violation
        of the
        California Usury Law will occur. We will attempt to rely on similar exemptions
        in other states if necessary but there is no guarantee that it will be able
        to
        do so.
 
 If
        a borrower enters bankruptcy, an automatic stay will prevent us or any trustee
        from foreclosing on the property securing such borrower's loan until relief
        from
        the stay can be sought.
 
 If
        a borrower enters bankruptcy, either
        voluntarily or involuntarily, an automatic stay of all proceedings against
        the
        borrower's property will issue.  This stay will prevent us or any
        trustee from foreclosing on the property securing such borrower's loan until
        relief from the stay can be sought from the bankruptcy court. No guaranty
        can be
        given that the bankruptcy court will lift the stay, and significant legal
        fees
        and costs may be incurred in attempting to obtain such relief.
 
 We
        face competition in the acquisition of mortgage loans from competitors having
        greater financial resources.
 
 We
        will face intense competition in the
        origination, acquisition and liquidation of its mortgage loans. Such competition
        can be expected from banks, savings and loan associations and other entities,
        including REITs. Many of our competitors have greater financial resources
        than
        us.
 
 Because
        of intense competition for skilled personnel, we may not be able to recruit
        or
        retain necessary personnel on a cost-effective basis.
 
 Our
        future success will depend in large
        part upon our ability to identify, hire, retain and motivate highly skilled
        employees. We plan to significantly increase the number of our marketing,
        sales,
        customer support and operations employees to effectively serve the evolving
        needs of our present and future customers. Competition for highly skilled
        employees in our industry is intense.  In addition, employees may
        leave our company and subsequently compete against us. Our failure to attract
        and retain these qualified employees could significantly harm our business.
        The
        loss of the services of any of our qualified employees, the inability to
        attract
        or retain qualified personnel in the future or delays in hiring required
        personnel could hinder the development and introduction of new and enhanced
        products and harm our ability to sell our products. Moreover, companies in
        our
        industry whose employees accept positions with competitors frequently claim
        that
        their competitors have engaged in unfair hiring practices. We may be subject
        to
        such claims in the future as we seek to hire qualified personnel, some of
        whom
        may currently be working for our competitors. Some of these claims may result
        in
        material litigation. We could incur substantial costs in defending ourselves
        against these claims, regardless of their merits.
 
 The
        loss of any of our key personnel could significantly harm our
        business.
 
 Our
        success depends to a significant
        degree upon the continuing contributions of our key management, technical,
        marketing and sales employees.  The loss of the services of any key
        employee could significantly harm our
 business,
        financial condition and results of operations. There can be no assurance
        that we
        will be successful in retaining our key employees or that we can attract
        or
        retain additional skilled personnel as required. Failure to retain key personnel
        could significantly harm our business, financial condition and results of
        operations.
 
 Claims
        that we infringe third-party intellectual property rights could result in
        significant expenses or restrictions on our ability to sell our
        products.
 
 From
        time to time, other parties
        may assert patent, copyright, trademark and other intellectual property rights
        to technologies and in various jurisdictions that are important to our business.
        Any claims asserting that our products infringe or may infringe proprietary
        rights of third parties, if determined adversely to us, could significantly
        harm
        our business. Any claims, with or without merit, could be time-consuming,
        result
        in costly litigation, divert the efforts of our technical and management
        personnel, cause product shipment delays or require us to enter into royalty
        or
        licensing agreements, any of which could significantly harm our business.
        Royalty or licensing agreements, if required, may not be available on terms
        acceptable to us, if at all. In the event a claim against us was successful
        and
        we could not obtain a license to the relevant technology on acceptable terms
        or
        license a substitute technology or
 redesign
        our products to avoid infringement, our business would be harmed.
 
 The
        market price of our common stock may experience fluctuation unrelated to
        operating performance, including future private or public offerings of our
        capital stock.
 
 The
        market price of our Common Stock
        may experience fluctuations that are unrelated to our operating performance.
        In
        particular, the price of the Common Stock may be affected by general market
        price movements as well as developments specifically related to the mortgage
        industry such as, among other things, interest rate movements. In addition,
        our
        operating income on a quarterly basis is significantly dependent upon the
        successful completion of our loan sales in the market, and our inability
        to
        complete these transactions in a particular quarter may have a material adverse
        impact on our results of operations for that quarter and could, therefore,
        negatively impact the price of our Common Stock.
 
 We
        may increase its capital by making
        additional private or public offerings of our Common Stock, securities
        convertible into our Common Stock, preferred stock or debt securities. The
        actual or perceived effect of such offerings, the timing of which cannot
        be
        predicted, may be the dilution of the book value or earnings per share of
        the
        Common Stock outstanding, which may result in the reduction of the market
        price
        of the Common Stock and affect our ability to access the capital
        markets.
 
 Any
        acquisitions that we may undertake could be difficult to integrate, disrupt
        our
        business, dilute shareholder value and significantly harm our operating
        results.
 
 We
        expect to review opportunities to
        buy other businesses or technologies that would complement our current products,
        expand the breadth of our markets or enhance our technical capabilities,
        or that
        may otherwise offer growth opportunities. While we have no current agreements
        or
        negotiations underway, we may buy businesses, products or technologies in
        the
        future. If we make any future acquisitions, we could issue stock that would
        dilute existing stockholders' percentage ownership, incur substantial debt
        or
        assume contingent liabilities. We have no experience in acquiring other
        businesses and technologies. Potential acquisitions also involve numerous
        risks,
        including:
 
 •  Problems
        assimilating the
        purchased operations, technologies or products;
 
 •  Unanticipated
        costs
        associated with the acquisition;
 
 •  Diversion
        of management's
        attention from our core business;
 
 •  Adverse
        effects on
        existing business relationships with suppliers and customers;
 
 •  Risks
        associated with
        entering markets in which we have no or limited prior experience;
        and
 
 •  Potential
        loss of the
        purchased organization's or our own key employees.
 
 We
        cannot assure you that we would be
        successful in overcoming problems encountered in connection with such
        acquisitions, and our inability to do so could significantly harm our
        business.
 
 Our
        headquarters and many of our customers are located in California where natural
        disasters may occur.
 
 Currently,
        our corporate headquarters,
        and many of the borrowers for whom we provide mortgages are located in
        California. California historically has been vulnerable to natural disasters
        and
        other risks, such as earthquakes, fires and floods, which at times have
        disrupted the local economy and posed physical risks to our property. We
        presently do not have redundant, multiple site capacity in the event of a
        natural disaster. In the event of such a disaster, our business would
        suffer.
 
 We
        have a limited operating history and may not succeed.
 
 We
        have a
        limited operating history and may not succeed.  Our plans and
        businesses are “proposed” and “intended” but we may not be able to successfully
        implement them.  We expect that unanticipated expenses, problems, and
        technical difficulties will occur and that they will result in material delays
        in the operation of our business.  We may not obtain sufficient
        capital or achieve a significant level of operations and, even if we do,
        we may
        not be able to conduct such operations on a profitable basis.
 
 Requirements
        associated with being a public company will require significant company
        resources and management attention.
 
 We
        are subject to the reporting
        requirements of the Securities Exchange Act of 1934, or the other rules and
        regulations of the SEC or any securities exchange relating to public companies.
        We are working with independent legal, accounting and financial advisors
        to
        identify those areas in which changes should be made to our financial and
        management control systems to manage our growth and our obligations as a
        public
        company. These areas include corporate governance, corporate control, internal
        audit, disclosure controls and procedures and financial reporting and accounting
        systems. We have made, and will continue to make, changes in these and other
        areas, including our internal controls over financial reporting. However,
        we
        cannot assure you that these and other measures we may take will be sufficient
        to allow us to satisfy our obligations as a public company on a timely
        basis.
 
 In
        addition, 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 thehiring 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
        ConcerningForward-Looking
        Statements
 
 The
        following discussion and analysis should be read in conjunction with our
        audited
        consolidated financial statements and related notes included in this
        report.  This report contains “forward-looking statements.” The
        statements contained in this report that are not historic in nature,
        particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
        terminology are forward-looking statements based on current expectations
        and
        assumptions.
 
 Various
        risks and uncertainties could cause actual results to differ materially from
        those expressed in forward-looking statements.  Factors that could
        cause actual results to differ from expectations include, but are not limited
        to, those set forth under the section “Risk Factors” set forth in this
        report.
 
 The
        forward-looking events discussed in this report, the documents to which we
        refer
        you and other statements made from time to time by us or our representatives,
        may not occur, and actual events and results may differ materially and are
        subject to risks, uncertainties and assumptions about us.  For these
        statements, we claim the protection of the “bespeaks caution”
doctrine.  All forward-looking statements in this document are based
        on information currently available to us as of the date of this report, and
        we
        assume no obligation to update any forward-looking
        statements.  Forward-looking statements involve known and unknown
        risks, uncertainties and other factors that may cause the actual results
        to
        differ materially from any future results, performance or achievements expressed
        or implied by such forward-looking statements.
 
 Item
        2.  Description of
        Property
 
 Real
        Property
 
 We
        do not own any
        property.  As of January 24, 2008, we share office space at 50 Old
        Route 25A, Fort Salonga, NY  11768.  We do not have a lease
        for this office space and utilize the space on a month to month
        basis.
 
 Item
        3.  Legal
        Proceedings
 
 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 January 14,
        2008, was $0.05 as quoted on www.pinksheets.com.
 
 When
        the trading price of the
        Company's Common Stock is below $5.00 per share, the Common Stock is considered
        to be "penny stock" that are subject to rules promulgated by the Securities
        and
        Exchange Commission (Rule 15g-1 through 15g-9) under the Securities Exchange
        Act
        of 1934. These rules impose significant requirements on brokers under these
        circumstances, including: (a) delivering to customers the Commission's
        standardized risk disclosure document; (b) providing to customers current
        bid
        and offers; (c) disclosing to customers the brokers-dealer and sales
        representatives compensation; and (d) providing to customers monthly account
        statements.
 
 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 Analysisof
        Plan of Operation
 
 The
        following discussion and analysis should be read in conjunction with our
        audited
        consolidated financial statements and related notes included in this
        registration statement.  This registration statement contains
“forward-looking statements.” The statements contained in this report that are
        not historic in nature, particularly those that utilize terminology such
        as
“may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or
“plans” or comparable terminology are forward-looking statements based on
        current expectations and assumptions.
 
 Various
        risks and uncertainties could cause actual results to differ materially from
        those expressed in forward-looking statements.  Factors that could
        cause actual results to differ from expectations include, but are not limited
        to, those set forth under the section “Risk Factors” set forth in this
        registration statement.
 
 The
        forward-looking events discussed in this registration statement, the documents
        to which we refer you and other statements made from time to time by us or
        our
        representatives, may not occur, and actual events and results may differ
        materially and are subject to risks, uncertainties and assumptions about
        us.  For these statements, we claim the protection of the “bespeaks
        caution” doctrine.  All forward-looking statements in this document
        are based on information currently available to us as of the date of this
        report, and we assume no obligation to update any forward-looking
        statements.  Forward-looking statements involve known and unknown
        risks, uncertainties and other factors that may cause the actual results
        to
        differ materially from any future results, performance or achievements expressed
        or implied by such forward-looking statements.
 
 Critical
        Accounting Policies
 
 The
        Company’s policy is to use the
        accrual method of accounting to prepare and present financialstatements, which conform
        to generally
        accepted accounting principles. The companyhas elected a September
        30, year-end.
 
 The
        Company considers all highly liquid
        investments with maturities of three months or less when purchased, to be
        cash
        equivalents.
 
 Revenue
        is recognized at the time of
        sale.
 
 The
        Company accounts for income taxes
        under the provisions of SFAS No. 109, “Accounting for Income
        Taxes.”  SFAS 109 requires recognition of deferred tax liabilities and
        assets for the expected future tax consequences of events that have been
        included in the financial statements or tax returns.  Under this
        method, deferred tax liabilities and assets are determined based on the
        difference between the financial statement and tax bases of assets and
        liabilities using enacted tax rates in effect for the year in which the
        differences are expected to reverse.
 
 Results
        of Operations
 
 For
        the year ended September 30,
        2003,
        we had revenues of $0,
        operating expenses of $0and
        an operating income of $0.
 
 Liquidity
        and Capital
        Resources
 
 At
        September 30, 2003, we had cash of
        $0.  As of January 24, 2008, we have $0 cash on hand.
 
  Off-balance
        Sheet Arrangements
  We
        maintain no significant off-balance
        sheet arrangements
 
 Foreign
        Currency Transactions
 
 None.
 
 Item
        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
              
              POSITIONMs.
                  Pak King Diu
              
              
              22
              
              President,
                  Financial Officer, Secretary and
                  Director
 
 The
        background of our sole director/executive officer is as follows:
 
 Ms.
        Pak King Diu
 
 Ms.
        Pak King Diu is our Sole officer
        and Director.  In addition to working for us, since 2002, she has been
        acting as the President of Delimma Company, Limited which is a Japanese fashion
        chain store located in Hong Kong.  From October 2006, Ms. Diu has also
        worked as an independent consultant for Best Move Holdings Limited (www.bestmoveholdings.com)
        marketing its sports and high fashion apparel in the United States, Germany
        and
        16 cities in China.   Ms. Diu Graduated from Hong Kong
        Ploytechnic University with a major in Fashion Merchandising.
 
 Informationabout
        our Board and its
        Committees.
 
 Audit
        Committee
 
 We
        currently do not have an audit
        committee although we intend to create one as the need
        arises.  Currently, our Board of Directors serves as our audit
        committee.
 
 Compensation
        Committee
 
 We
        currently do not have a compensation
        committee although we intend to create one as the need
        arises.  Currently, our Board of Directors serves as our Compensation
        Committee.
 
 Advisory
        Board
 
 We
        currently do not have an advisory
        board although we intend to create one.
 
 Section
        16(a) Beneficial Ownership
        Reporting Compliance
 
 Section 16(a)
        of the Securities
        Exchange Act of 1934, as amended, requires our directors, executive officers,
        and stockholders holding more than 10% of our outstanding common stock, to
        file
        with the Securities and Exchange Commission initial reports of ownership
        and
        reports of changes in beneficial ownership of our common
        stock.  Executive officers, directors and greater-than-10%
        stockholders are required by SEC regulations to furnish us with copies of
        all
        Section 16(a) reports they file.  To our knowledge, based solely
        on review of the copies of such reports furnished to us for the period covered
        by this
        Report,the
        Section 16(a) reports required to be filed by our executive officers,
        directors and greater-than-10% stockholders werenotfiled
        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 TableNon-Equity
              
              
              Nonqualified
              
              
              AllName
                  and
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              Incentive
              
              
              Deferred
              
              
              OtherPrincipal
              
              
              
              
              
              
              
              
              Stock
              
              
              Option
              
              
              Plan
              
              
              Compensation
              
              
              CompenPosition
              Year
              
              Salary
              
              
              Bonus
              
              
              Awards
              
              
              Awards
              
              
              Compensation
              
              
              Earnings
              
              
              -sation
              
              
              TotalMs.
                  Pak King Diu(1)
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0President,
                  Chief Financial Officer, Secretary, and Director
              2006
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Jennifer
                  Gottlob
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Former
                  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 January 24, 2008, by the following persons:
 
 ·
              each
                  person who is known to be the beneficial owner of more than five
                  percent
                  (5%) of our issued and outstanding shares of common
                  stock;
  ·
              each
                  of our directors and executive officers;
                  and
  ·
              All
                  of our Directors and Officers as a
                  group
  Name
                  And Address
              
              Number
                  Of Shares
                Beneficially
                  Owned
              
              
              Percentage
                OwnedDaygain
                  Limited(1)
              
              
              25,000,000
              
              
              
              56
              %Ms.
                  Pak King Diu(2)
              
              
              0
              
              
              
              0
              %Total
              
              
              25,000,000
              
              
              
              56
              %
 
 (1)           
        The address is Room 203, 2/F Siu Fat Industrial Building, 139-141 Wai Yip
        Street, Kwun Tong, Kowloon, Hong Kong.
 
 (2)           
        The address is50 Old Route
        25A, Fort Salonga, NY  11768.
 
 Beneficial
        ownership is determined in accordance with the rules and regulations of the
        SEC.  The number of shares and the percentage beneficially owned by
        each individual listed above include shares that are subject to options held
        by
        that individual that are immediately exercisable or exercisable within 60
        days
        from the date of this registration statement and the number of shares and
        the
        percentage beneficially owned by all officers and directors
        as a group
        includes shares subject to options held by all officers and directors as
        a group
        that are immediately exercisable or exercisable within 60 days from the date
        of
        this registration statement.
 
 Item
        12. Certain Relationships and
        Related Transactions.
 
 We
        have
        not entered into any material transactions with related parties in the past
        two
        years.
 
 Transactions
        with Promoters
 
 None.
 
 Item
        13. Exhibits.
  Exhibit
                  #
              
              Description3.1
              
              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
              
              CertificationofMs.
                  Pak King Diu, pursuant to Rule
                  13a-14(a)
                  (Attached hereto).31.2
              
              CertificationofMs.
                  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 endedas of the date of this
        Report.
 
 Audit
        Fees
 
 Lawrence
        Scharfman, CPA, billed us $8,000in
        audit fees duringthe year ended as of
        the date of this
        Report.
 
 Audit-Related
        Fees
  We did not pay any fees toLawrence Scharfman,
        CPA,for assurance and related
        services that are not reported under Audit Fees above, during our fiscal
        year
        endingas of the date of
        this Report.
 
 Tax
        and All Other
        Fees
  We
        did not pay any fees toLawrence Scharfman,
        CPA,for
        tax compliance, tax advice, tax
        planning or other work during our fiscal year endingas 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 byLawrence Scharfman,
        CPA, and the estimated
        fees related to
        these services.
 
 With
        respect to the audit of our
        financial statements as ofthe date of this Report,and
        for the year then ended, none of the
        hours expended onLawrence
        Scharfman, CPA’sengagement
        to audit those financial statements were attributed to work by persons other
        thanLawrence Scharfman,
        CPA’sfull-time, permanent
        employees.
  
  
 SIGNATURES
 
 In
        accordance with Section 13 or 15(d)
        of the Exchange Act, the registrant caused this report to be signed on its
        behalf by the undersigned, thereto duly authorized.
 
 
 AMT
                  Group,
                  Inc.
                
                /s/Ms.
                  Pak King Diu
                By:Ms.
                  Pak King Diu
                Its:President
 
 
 In
        accordance with the Exchange Act,
        this report has been signed below by the following persons on behalf of the
        registrant on the capacities and on the dates indicated.
 
 
 Signatures
              Title
              Date/s/Ms. Pak King Diu
                Ms.
                  Pak King Diu
              Director,
                  President,Chief
                  Executive
                  Officer, and Chief
                  Financial Officer
              January
                  24, 2008
 
  
  
 AMT
                  Group, Inc., fka EMB Corp.PageReport
                  of Independent Registered Public Accounting Firm
              
              
              F-2Balance
                  Sheet at September 30, 2003 and September 30, 2002
              
              
              F-3Statement
                  of Operations for the year ended September 30, 2003 and 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 and for the year ended September  30,
                  2003
              
              
              F-5Statement
                  of Cash Flows for the year ended September 30, 2003 and for the
                  year ended
                  September 30, 2002
              
              
              F-6Notes
                  to Financial Statements
              
              
              F-7F-1
 
  
  LAWRENCE
        SCHARFMAN CPA P.A.
 Certified
        Public Accountants
 
 9608
        Honey Bell Circle
 Boynton
        Beach, FL 33437
 Telephone:  (561)
        733-0296
 Facsimile:    (561)
        740-0613
 
 INDEPENDENT
        AUDITORS' REPORT
 
 To
        the
        Board of Directors of:
 
 AMT
        Group, Inc., fka, EMB Corp.
 50
        Old
        Route 25A
 Fort
        Salonga, NY  11768
 
 We
        have
        audited the accompanying balance sheet of AMT Group, Inc, fka, EMB Corp,
        a
        Nevada corporation, as of September 30, 2003 and the related statements of
        operations, stockholders equity and cash flows for the year then
        ended.
 
 These
        financial statements are the responsibility of the company's management.
        Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
 
 We
        conducted our audit in accordance with standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audits to obtain reasonable assurance about
        whether
        the financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall financial statement presentation. We believe that
        our
        audit provides a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of AMT Group, Inc. as of September
        30,
        2003 and the results of its operations in conformity with accounting principles
        generally accepted in the United States of America.  The company has
        had difficulty in generating sufficient cash flow to meet its obligations
        and is
        dependent on management's ability to develop profitable operations. These
        factors, among others may raise substantial doubt as to their ability to
        continue as a going concern.
 
 Lawrence
        Scharfman CPA PA
 
 /s/  Lawrence
        Scharfman CPA, PA
 
 Boynton
        Beach,  Florida
 June
        30,
        2007
  
  
 
 AMT
                  Group, Inc., fka EMB
                  Corp.BALANCE
                  SHEETSeptember
                  30,
                  2003September
                  30,
                2003
              
              
              September
                  30,
                2002ASSETSCurrent
                  assets:Cash
              
              $
              0
              
              
              $
              0Total
                  current
                  assets
              
              
              0
              
              
              
              0TOTAL
                  ASSETS
              
              $
              0
              
              
              $
              0LIABILITIES
                  AND STOCKHOLDERS'
                  DEFICITCurrent
                  liabilities:Accounts
                  payable
              
              $
              0
              
              
              $
              0Total
                  current
                  liabilities
              
              
              0
              
              
              
              0Long-term
                  Liabilities:TOTAL
                  LIABILITIES
              
              
              0
              
              
              
              0STOCKHOLDERS'
                  DEFICIT (Note
                  4)Preferred
                  Convertible Series D
                  stock, 1,000,000 shares authorized, no par value,
              
              
              140,000
              
              
              
              140,000140,000
                  shares issued and
                  outstanding
              
              
              —
              
              
              
              —Preferred
                  Convertible Series E
                  stock, 3,000,000 shares authorized, no par value,
              
              
              235,000
              
              
              
              235,0002,500,000
                  shares issued and
                  outstandingCommon
                  stock, 30,000,000 shares
                  authorized, no par value,
              
              
              2,753,079
              
              
              
              2,753,07923,372,569
                  shares issued and
                  outstandingTreasury
                  Stock, Preferred
                  Convertible shares
              
              
              (235,000
              )
              
              
              (235,000
              )Retained
                  deficit
              
              
              (2,893,079
              )
              
              
              (2,893,079
              )TOTAL
                  STOCKHOLDERS'
                  DEFICIT
              
              
              0
              
              
              
              0TOTAL
                  LIABILITIES AND
                  STOCKHOLDERS' DEFICIT
              
              $
              0
              
              
              $
              0See
                  notes to the financial
                  statementsF-3
  
  
 AMT
                  Group, Inc., fka EMB
                  Corp.STATEMENTS
                  OF
                  OPERATIONSFor
                  The
              
              
              For
                  TheTwelve Months
                  Ended
              
              
              Year
                  EndedSeptember
                  30,
                2003
              
              
              September
                  30,
                2002Revenues:Sales
              
              $
              0
              
              
              $
              42,220,967Total
                  revenues
              
              
              0
              
              
              
              42,220,967Expenses:Salaries
                  and
                  Wages
              
              
              0
              
              
              
              0General
                  and administrative (Note
                  1)
              
              
              0
              
              
              
              2,900,803Interest
                  and
                  fees
              
              
              0
              
              
              
              41,915Commissions
              
              
              0
              
              
              
              0Write
                  Down of
                  Assets
              
              
              0
              
              
              
              34,154,035Total
                  operating
                  expenses
              
              
              0
              
              
              
              37,096,753Income
                  (Loss) from
                  operations
              
              
              0
              
              
              
              5,124,214Provision
                  for Income Taxes (Note
                  5)
              
              
              -
              
              
              
              -NET
                  INCOME
                  (LOSS)
              
              $
              0
              
              
              $
              5,124,214Basic
                  income (loss)  per
                  common share
              
              $
              0.00
              
              
              $
              0.60Diluted
                  income (loss) per common
                  share
              
              $
              0.00
              
              
              $
              0.45Weighted
                  average common shares
                  outstanding - Basic
              
              
              0
              
              
              
              8,490,952Weighted
                  average common shares
                  outstanding - Diluted
              
              
              0
              
              
              
              11,490,952See
                  notes to the financial
                  statementsF-4
  
  
 AMT
                  Group, Inc., fka EMB Corp.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
                  October 1, 2001through
                  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)
              
              0Net
                  Income (loss) for the period
                from
                  October 1, 2002through
                  September 30, 2003
              
              —
              
              —
              
              —
              
              —
              
              —
              
              —Balance
                  at September 30, 2003
              *
              2,640,000
              
              375,000
              
              23,372,569
              
              2,753,079
              
              (2,500,000)
              
              (235,000)
              (2,893,079)
              
              0See
                  notes to the financial statementsF-5
  
  
 AMT
                  Group, Inc., fka EMB Corp.STATEMENTS
                  OF CASH
                  FLOWSFor
                  The
              
              
              For
                  TheTwelve
                  Months
                  Ended
              
              
              Year
                  EndedSeptember
                  30,
                  2003
              
              
              September
                  30,
                  2002CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              0
              
              
              $
              5,124,514Adjustments
                  to reconcile net income tonet
                  cash provided by operating activities:Depreciation
              
              
              0
              
              
              
              0Changes
                  in operating assets and liabilities:
              
              
              
              
              
              
              0Accounts
                  Receivable
              
              
              0
              
              
              
              0Loans
                  held for sale
              
              
              0
              
              
              
              0Restricted
                  Assets
              
              
              0
              
              
              
              0Other
                  Assets
              
              
              0
              
              
              
              0Accounts
                  payable and accrued expenses
              
              
              0
              
              
              
              0Issuance
                  of Common Stock for services
              
              
              0
              
              
              
              0Line
                  of Credit
              
              
              0
              
              
              
              0NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              
              0
              
              
              
              5,124,514CASH
                  FLOWS FROM INVESTING ACTIVITIESIncrease
                  of Notes Receivable
              
              
              0
              
              
              
              0CASH
                  FLOWS FROM FINANCING ACTIVITIESPrincipal
                  paid on notes payable
              
              
              
              
              
              
              0Accumulated
                  deficit
              
              
              0
              
              
              
              (8,017,293
              )Common
                  Stock
              
              
              0
              
              
              
              2,753,079Preferred
                  Convertible Series D
              
              
              0
              
              
              
              140,000Preferred
                  Convertible Series E
              
              
              0
              
              
              
              235,000Treasury
                  Stock
              
              
              0
              
              
              
              (235,000
              )Issuance
                  of shares for cash
              
              
              0
              
              
              
              0NET
                  CASH USED IN FINANCING ACTIVITIES
              
              
              0
              
              
              
              (5,124,214
              )NET
                  CHANGE IN CASH
              
              
              0
              
              
              
              0CASH
                  BALANCESBeginning
                  of period
              
              
              0
              
              
              
              0End
                  of period
              
              $
              0
              
              
              $
              0See
                  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 financialstatements, which conform
        to generally
        accepted accounting principles (“GAAP”). The companyhas 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, 2003
 
 Preferred
        stock Series D, no par value; 1,000,000 shares authorized, 140,000 shares
        issued
        and outstanding.
 
 Preferred
        stock Series E, no par value; 3,000,000 shares authorized, 2,500,000 shares
        issued and outstanding.
 
 Common
        stock, no par value; 30,000,000 shares authorized: 23,372,569 shares issued
        and
        outstanding.
 
 
 
 NOTE
        5.                      
INCOME TAXES
 
 A
        reconciliation of U.S. statutory federal income tax rate to the effective
        rate
        follows:
 
 For
                  The
              
              
              For
                  TheYear Ended
              
              
              Year
                  EndedSeptember
                  30,
                2003
              
              
              September
                  30,
                2002U.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, 2003, deferred tax assets consisted of a net tax asset
        of $0.