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,
      2004





[  ]
            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,
      2004,
      we had revenues of $0,
      operating expenses of $0and
      an operating income of $0.





Liquidity
      and Capital
      Resources





At
      September 30, 2004, 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, 2004 and September 30, 2003
            
            
            F-3Statement
                of Operations for the twelve months ended September 30, 2004, and
                for the
                and for the year ended September 30, 2003
            
            
            F-4Statement
                of Changes in Shareholders' Deficit for the period from September
                30, 2001
                through September 30, 2003 and for the twelve months ended September
                30,
                2004
            
            
            F-5Statement
                of Cash Flows for the twelve months ended September 30, 2004, and
                for the
                year ended September 30, 2003
            
            
            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, 2004 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,
      2004 and the results of its operations in conformity with accounting principles
      generally accepted in the United States of America.  The company has
      had difficulty in generating sufficient cash flow to meet its obligations and
      is
      dependent on management's ability to develop profitable operations. These
      factors, among others may raise substantial doubt as to their ability to
      continue as a going concern.





Lawrence
      Scharfman CPA PA





/s/  Lawrence
      Scharfman CPA, PA





Boynton
      Beach,  Florida


June
      30,
      2007





F-2








AMT
                Group, Inc., fka EMB
                Corp.BALANCE
                SHEETSeptember
                30,
                2004September
                30,
                2004
            
            
            September
                30,
                2003ASSETSCurrent
                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,
                2004
            
            
            September
                30,
                2003Revenues:Sales
            
            $
            0
            
            
            $
            0Total
                revenues
            
            
            0
            
            
            
            0Expenses:Salaries
                and
                Wages
            
            
            0
            
            
            
            0General
                and administrative (Note
                1)
            
            
            0
            
            
            
            0Interest
                and
                fees
            
            
            0
            
            
            
            0Commissions
            
            
            0
            
            
            
            0Write
                Down of
                Assets
            
            
            0
            
            
            
            0Total
                operating
                expenses
            
            
            0
            
            
            
            0Income
                (Loss) from
                operations
            
            
            0
            
            
            
            0Provision
                for Income Taxes (Note
                5)
            
            
            -
            
            
            
            -NET
                INCOME
                (LOSS)
            
            $
            0
            
            
            $
            0Basic
                income (loss)  per
                common share
            
            $
            0.00
            
            
            $
            0.00Diluted
                income (loss) per common
                share
            
            $
            0.00
            
            
            $
            0.00Weighted
                average common shares
                outstanding - Basic
            
            
            0
            
            
            
            0Weighted
                average common shares
                outstanding - Diluted
            
            
            0
            
            
            
            0See
                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
            )
            
            
            0Net
                Income (loss) for the period from October 1, 2003through
                September  30, 2004
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Balance
              at September30, 2004 *
            
            
            2,640,000
            
            
            
            375,000
            
            
            
            23,372,569
            
            
            
            2,753,079
            
            
            
            (2,500,000
            )
            
            
            (235,000
            )
            
            
            (2,893,079
            )
            
            
            0See
                notes to the financial statements





F-5








AMT
                Group, Inc., fka EMB Corp.STATEMENTS
                OF CASH
                FLOWSFor
                The
            
            
            For
                TheTwelve
                Months
                Ended
            
            
            Year
                EndedSeptember
                30,
                2004
            
            
            September
                30,
                2003CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            0
            
            
            $
            0Adjustments
                to reconcile net income tonet
                cash provided by operating activities:Depreciation
            
            
            0
            
            
            
            0Changes
                in operating assets and liabilities:Accounts
                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
            
            
            
            0CASH
                FLOWS FROM INVESTING ACTIVITIESIncrease
                of Notes Receivable
            
            
            0
            
            
            
            0CASH
                FLOWS FROM FINANCING ACTIVITIESPrincipal
                paid on notes payableAccumulated
                deficit
            
            
            0
            
            
            
            0Common
                Stock
            
            
            0
            
            
            
            0Preferred
                Convertible Series D
            
            
            0
            
            
            
            0Preferred
                Convertible Series E
            
            
            0
            
            
            
            0Treasury
                Stock
            
            
            0
            
            
            
            0Issuance
                of shares for cash
            
            
            0
            
            
            
            0NET
                CASH USED IN FINANCING ACTIVITIES
            
            
            0
            
            
            
            0NET
                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 fundsvia 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, 2004





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,
              2004
            
            
            September
                30,
              2003U.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, 2004 deferred tax assets consisted of a net tax asset
      of $0.





F-7