Edgar Filing: AMT Group, Inc.

form10q.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended December 31, 2007

[ ]		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

AMT GROUP, INC.

Nevada	000-28918	95-3811580
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	50 Old Route 25A
	Fort Salonga, NY 11768
	(Address of principal executive offices)

	(646) 383-4832
	(Issuer’s Telephone Number)

Indicate by check mark whether the registrant (1) has 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 X No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if smaller reporting company)		Smaller reporting company [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ___ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 31, 2007, there were 44,480,621 shares of our common stock were issued and outstanding.

PART I

ITEM 1. FINANCIAL STATEMENTS

AMT Group, Inc.

		Page

Balance Sheet at December 31, 2007 and September 30, 2007……………………………………................................................................................................................................................................................................................................		F-2

Statement of Operations for the three months ended December 31, 2007 and for the three months ended December 31, 2006 and for the year ended September 30, 2007……………………..............................................................		F-3

Statement of Changes in Shareholders' Deficit for the period from September 30, 2001 through September 30, 2007 and for the three months ended December 31, 2007………………………….......................................................		F-4

Statement of Cash Flows for the three months ended December 31, 2007 and for the three months ended December 31, 2006 and for the year ended September 30, 2007………………….................................................................		F-5

Notes to Financial Statements……………………………………………………………………………….....................................................................................................................................................................................................................		F-6

F-1

AMT Group, Inc.
CONSOLIDATED BALANCE SHEET
December 31, 2007

				(unaudited)
				December 31, 2007		September 30, 2007

ASSETS

Current assets:
	Cash		$	0	$	0
	Investment Deposit			449,871
		Total current assets		449,871		0


TOTAL ASSETS			$	449,871	$	0

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
	Accounts payable		$	0	$	0
	Loan Payable			449,871
		Total current liabilities		449,871		0

Long-term Liabilities:
	Shareholder loan			1,300

TOTAL LIABILITIES				451,171		0

STOCKHOLDERS' DEFICIT (Note 4)
	Preferred Convertible Series D stock, 5,000,000 shares authorized, no par value,			0		0
		140,000 shares issued and outstanding, canceled February 2007
	Preferred Convertible Series E stock, 3,000,000 shares authorized, no par value,			0		0
		2,500,000 shares issued and outstanding, canceled February 2007
	Common stock, 195,000,000 shares authorized, no par value,			2,753,079		2,753,079
		44,480,621 shares issued and outstanding
	Treasury Stock, Preferred Convertible shares			(235,000)		(235,000)
	Retained deficit			(2,519,379)		(2,518,079)

TOTAL STOCKHOLDERS' DEFICIT				(1,300)		0

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	449,871	$	0

See notes to the financial statements

F-2

AMT Group, Inc.
STATEMENTS OF OPERATIONS

			(Unaudited)		(Unaudited)
			For The		For The		For The
			Three Months Ended		Three Months Ended		Year Ended
			December 31, 2007		December 31, 2006		September 30, 2007

Revenues:
	Sales	$	0	$	0	$	0
Total revenues			0		0		0

Expenses:
	Salaries and Wages		0		0		0
	General and administrative (Note 1)		1,300		0		0
	Interest and fees		0		0		0
	Commissions		0		0		0
	Write Down of Assets		0		0		0
Total operating expenses			1,300		0		0

Income (Loss) from operations			(1,300)		0		0

Provision for Income Taxes (Note 5)			-		-		-

NET INCOME (LOSS)		$	(1,300)	$	0	$	0

Basic income (loss) per common share		$	0.00	$	0.00	$	0.00
Diluted income (loss) per common share		$	0.00	$	0.00	$	0.00

Weighted average common shares outstanding - Basic			0		0		0
Weighted average common shares outstanding - Diluted			0		0		0

See notes to the financial statements
F-3

AMT Group, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT


																				Total
	Preferred Stock						Common Stock				Treasury Stock						Retained			Stockholders'
	Shares			Amount			Shares		Amount		Shares			Amount			Deficit			Deficit

Balance at September 30, 2001 *		2,500,000		$	235,000		$	16,706,944	$	1,841,901		(2,500,000	)	$	(235,000	)		(7,134,276	)	$	(5,292,375	)

Issued Stock *		140,000			140,000			6,665,625		911,178		0			0			—			1,051,178

Net Income (loss) for the period from October 1, 2001
through September 30,2002		—			—			—		—		—			—			5,124,214			5,124,214
																		(883,017	)		(883,017	)
Balance at September 30, 2002 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0


Net Income (loss) for the period from October 1, 2002
through September 30, 2003		—			—			—		—		—			—

Balance at September 30, 2003 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Net Income (loss) for the period from October 1, 2003
through 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	)		0

Net Income (loss) for the period from October 1, 2004
through September 30, 2005		—			—			—		—		—			—

Balance at September30, 2005 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0

Net Income (loss) for the period from October 1, 2004
through September 30, 2006		—			—			—		—		—			—

Balance at September30, 2006 *		2,640,000			375,000			23,372,569		2,753,079		(2,500,000	)		(235,000	)		(2,893,079	)		0


Preferred Stock Canceled		(2,640,000	)		(375,000	)												375,000			(375,000	)

Merger on 2/7/07 created 100 for 1 reverse split								400,000													0

Net Income (loss) for the period from October 1, 2006
through September 30, 2007		—			—			—		—		—			—

Balance at September30, 2007 *		0			0			23,772,569		2,753,079		(2,500,000	)		(235,000	)		(2,518,079	)		0

Stock Issuances								20,708,052													0

Net Income (loss) for the period from October 1, 2007
through December 31, 2007																		(1,300	)		(1,300	)

Balance at December 31, 2007 *		0			0			44,480,621		2,753,079		(2,500,000	)		(235,000	)		(2,519,379	)		(1,300	)

See notes to the financial statements

	F-4

AMT Group, Inc.
STATEMENTS OF CASH FLOWS

			(Unaudited)		(Unaudited)
			For The		For The		For The
			Three Months Ended		Three Months Ended		The Year Ended
			December 31, 2007		December 31, 2006		September 30, 2007

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(1,300)	$	0	$	0
	Adjustments to reconcile net income to
	net cash provided by operating activities:
	Depreciation		0		0		0
	Changes in operating assets and liabilities:
	Accounts Receivable		0		0		0
	Loans held for sale		0		0		0
	Restricted Assets		0		0		0
	Other Assets		0		0		0
	Accounts payable and accrued expenses		0		0		0
	Issuance of Common Stock for services		0		0		0
	Line of Credit		0		0		0

NET CASH PROVIDED BY OPERATING ACTIVITIES			(1,300)		0		0

CASH FLOWS FROM INVESTING ACTIVITIES
	Investment Deposit		(449,871)		0		0
	Loan Payable		449,871		0		0
NET CASH FROM INVESTING ACTIVITIES			0		0		0

CASH FLOWS FROM FINANCING ACTIVITIES
	Principal paid on notes payable
	Accumulated deficit		0		0		0
	Common Stock		0		0		0
	Preferred Convertible Series D		0		0		0
	Preferred Convertible Series E		0		0		0
	Treasury Stock		0		0		0
	Issuance of shares		0		0		0
	Shareholder loan		1,300		0		0
NET CASH USED IN FINANCING ACTIVITIES			1,300		0		0

NET CHANGE IN CASH			0		0		0

CASH BALANCES
	Beginning of period		0		0		0
	End of period	$	0	$	0	$	0

See notes to the financial statements
F-5

AMT GROUP, INC.

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.

On October 24, 2007 Brightcheer Investment Limited, incorporated in BVI, became a wholly owned subsidiary of AMT Group, Inc. Brightcheer issued one share @ $1.00 and this one share represents 100% of the issued and outstanding shares.

b. Accounting Method

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

c. Cash and Cash Equivalents

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

d. Use of Estimates in Financial Statement Preparation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company's financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates.

e. Revenue Recognition

Revenue is recognized at the time of sale.

f. Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued.

i. Income Taxes

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

j. Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”. SFAS No. 123 (R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R) focuses primarily on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123 (R) requires companies to recognize in the statement of operations the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). SFAS No. 123 (R) is effective as of the first interim or annual reporting period that begins after June 15, 2005 for non-small business issuers and after December 15, 2005 for small business issuers. Accordingly, the Company has adopted SFAS No. 123 (R) effective January 1, 2006. The Company has determined that the provisions of SFAS No. 123 (R) did not have any significant impact on its financial statement presentation or disclosures.

In May 2005, the FASB issued SFAS No. 154 that establishes new standards on accounting for changes in accounting principals. Pursuant to the new rules, all such changes must be accounted for by retrospective application to the financial statements of prior periods unless it is impracticable to do so. SFAS No. 154 completely replaces Accounting Principles Bulletin (APB) Opinion 20 and SFAS 3, though it carries forward the guidance in those pronouncements with respect to accounting for changes in estimates, changes in the reporting entity, and the correction of errors. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 31, 2005.

The adoption of these pronouncements has not made a material effect on the Company’s financial position or results of operations.

NOTE 2.

GOING CONCERN

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

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

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

NOTE 3.

STOCKHOLDERS’ DEFICIT

On or about February 8, 2007 EMB merged with and into AMT and effectuated a 1 for 100 reverse split of its common stock. Preferred Series A, B, C, D and E (no shares outstanding) were canceled at that time. There were 25 shares of Series F outstanding and they were exchanged for 25 shares of AMT Series A Preferred. On July 2, 2007 the 25 shares of Series A Preferred were canceled.

On or about April 17, 2201, and effective October 10, 2006, the Corporation, then know as EMB Corporation, a Hawaiian corporation, issued a Convertible Promissory Note (“Note”) in the principal amount of One Hundred Thousand Dollars ($100,000) in favor of Global Trade Finance Inc., a corporation organized under the laws of The Commonwealth of the Mariana Islands, USA, (“Global”) in satisfaction of a Judgment against EMB Corporation, dated April 17, 2001, in the principal amount of One Million Three Hundred Nine Thousand Four Hundred Forty Dollars and Twenty Two Cents ($1,309,440.22). The note is convertible into 18,000,000 shares of the Corporation’s common stock (the “Note Conversion Shares”).

On or about December, 20, 2006, Global assigned the Note to George Trevor Porrata. On or about July 2, 2007, George Trevor Porrata assigned the Note to Overtop Investment Holdings Limited (“Overtop”). Overtop has sold 10 options to optionees whereby each optionee has the right but not the obligation to purchase One Million Eight Hundred Thousand (1,800,000) shares of the Note Conversion Shares (the “Option Shares”). The 18,000,000 shares were issued on or about November 15, 2007.

On or about October 26, 2007, 25,000,000 shares were issued to Daygain.

On or about November 15, 2007, 750,000 shares were issued to Brick.

The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2007:

Preferred Stock

5,000,000 shares have been designated as Preferred Stock, $.001 par value of which zero shares are issued and outstanding.

Common Stock

195,000,000 shares have been designated as Common Stock, $.001 par value, of which 44,480,621 shares are issued and outstanding.

Subsidiary:

Brightcheer Investment Limited

Share Capital

50,000 shares authorized of which 1 share is issued and outstanding.

NOTE 4. INCOME TAXES

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

	For The	For The
	Three Months Ended	Year Ended
	December 31, 2007	September 30, 2006

U.S. statutory federal rate, graduated………………………………..	0.0%	34.24%
State income tax rate, net of federal…………………………………….	6.4%	4.21%
Net operating loss (NOL) for which
no tax benefit is currently available……………............................	-6.4%	-38.45%
	0.00%	0.00%

At December 31, 2007 deferred tax assets consisted of a net tax asset of $0. The Company had a net loss of $1,300.00 at December 31, 2007.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ORPLAN OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in this report. 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.

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.

The Company

AMT Group, Inc. provides travel related services and logistics to travel agencies, tour operators, airlines, hotels, other suppliers and retail customers in China. Our executive offices are located at, 50 Old Route 25A, Fort Salonga, New York 11768. Our telephone number is (646) 383-4832. Our business office in China is located at 5/F, No. 195 Yanjiang Middle Road, Guangzhou, China 510115.

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 October 2007, we acquired Brightcheer Investment Limited, a British Virgin Islands company which holds 100% of the issued and outstanding stock of Tianxia Travel Services Limited (“Tianxia”), a Chinese company, which is our operating company. Our fiscal year end is September 30th.

The Business

Tianxia Travel Services Limited is based in Guangzhou, Guangdong Province, China, was officially established in June 2007. Its main business includes the provision of travel services and logistics to travel agencies, tour operators, airlines, hotels, other suppliers and retail customers in China.

Tianxia is a registered licensee to use the “Wing On Holidays” trademark in association with the marketing and sale of certain packaged travel products in Guangdong Province. The “Wing On Holidays” trademark belongs to Wing On Travel (Holdings) Limited, a listed company in Hong Kong (HKSE: 1189). The Wing On trademark is primarily used by Wing On Travel (Holdings) Limited’s subsidiary, Hong Kong Wing On Travel Service Limited since 1964. The Wing On trademark is associated with the leading travel service provider in Hong Kong for over 40 years of quality travel services reaching destinations around the world.

Business Model

Tianxia provides a traveling logistics platform, it provides resources, products, sales and management for retailers \ wholesalers in tourism. We gather a comprehensive database of travel service providers and operators (services such as transportation, hotel and events ticketing) at tourist destinations and then work with tourism retailers and wholesalers, who have received bookings from consumers, to provide the relevant services for the booked destinations. We also offer packaged services from premium tourist destinations using the Wing On Holidays brand to tourism retailers and wholesalers, local and international travel agencies.

Business Goals

Our current business goals are as follows:

1. Share of Brand name: Negotiate with other travel agencies to use our brand name, including the Wing on Holidays trademark.

2. Franchise: Invite other tourism retailers to set up franchise and expand the sales network.

3. Acquisitions: Acquire tourism wholesalers, travel retailers and international travel agencies.

Industry Analysis

China’s tourism industry is one of the fastest-growing industries in the national economy and is also one of the industries with a very distinct global competitive edge. According to National Tourism Administration statistics, the total income of the tourism industry is RMB893.5 billion in 2006, with an increase of 16.3%. In 2007, the total income reaches RMB1.09 trillion, with an increase of 22.6%. The World Travel & Tourism Council predicts growth of over 10% annually for China’s travel market during the next eight years.

Marketing Objectives and Mission

Our current Marketing Objectives are as follows:

1. Strengthen our supply of travel products to obtain the ability to supply travel products to more than 30 national tourism wholesalers; and

2. Develop and expand our product distribution network to provide a distribution network for more than 100 tourism retailers to distribute their travel products.

Competitive Analysis

The travel industry in China is highly competitive. However, there is still a room for development of travel business in China. Generally, consumers are not familiar with all brands of the travel agencies. Therefore, travel agencies in China attempt to create their own brand awareness and further enhance their brand awareness.

Although the wholesale and retail tourism industry in China has begun to take a shape, there is currently no industry standard to support the distribution of tour product business in China. Due to no standardized channel to support the distribution of selling tour business in China, many travel agencies have to rely on their own product innovation, purchasing and selling at exceptional high costs. Therefore, the costs of purchasing and selling for tourism wholesalers and retailers will increase.

Our goal is to build a tourism wholesale and retail platform and to maintain the brand of Wing On Holiday. We will also concentrate on developing our core domestic and foreign tourism business. For domestic tours, several lines will be concentrated such as Beijing, Guilin, East China, Xinjiang, Xi'an and others. For overseas travel, we will concentrate on Southeast Asia, Japan and South Korea, Cambodia and Vietnam, Australia and New Zealand. We believe that these tours will help create unique and high quality travelling products with enhanced attractions and accessibility.

Management Team

Zhou Jianhua

Mr. Zhou is currently the executive director of Tianxia. He has over 10 years experience of the Chinese tourism industry and management. Previously, he was the assistant manager and also general manager of various large-scale travel companies.

Wang Yihui

Mr. Wang currently serves as the general manager of Tianxia, he has previously worked for Travoo China Limited and other various travel firms. He has extensive experience in tourism management.

Feng Jianwen

Mr. Feng holds the position of assistant manager of Tianxia. He has been working for several years in travel industry with extensive experience in tourism management and operation. Previously, he was the overseas department manager of China Southern Airlines International Travel Service (Guangdong) Limited.

Results of Operations

For the quarter ended December 31, 2007, we had revenues of $0 compared to $0 for the quarter ended December 31, 2006. This is indicative of the fact that we had no sales during this time period. For the quarter ended December 31, 2007, we had operating expenses of $1,300 which were attributable to general and administrative expenses.

Liquidity and Capital Resources

At December 31, 2007, we had cash of $0. As of August 30, 2008, we have $11,168 cash on hand.

Future Goals

As of the date of this Report, our goal is to begin operations within the next. If we are successful, our next goal is to seek financing for our expansion goals whether it be through bank loans or a private placement of our securities. Without the infusion of capital, we have insufficient funds to operate the next 12 months.

Off-balance Sheet Arrangements

We maintain no significant off-balance sheet arrangements

Foreign Currency Transactions

None.

Number of total employees and number of full time employees.

We currently have 48 employees, of which 48_full time employees. We expect to hire 5 new employees within the next 12 months.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks including credit risk, foreign currency exchange rate risk and interest rate risks.

We consider the hypothetical changes in interest rates and prices chosen for estimated sensitivity analyses to be reasonably possible near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates and commodity prices, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.

Credit risk. We monitor our risk of loss due to non-performance by counterparties of their contractual obligations. We monitor our exposure to these counterparties primarily by reviewing credit ratings, financial statements and payment history. We extend credit terms based on our evaluation of each counterparty’s creditworthiness. Although we have not required counterparties to provide collateral to support their obligation to us, we may, if circumstances dictate, require collateral in the future.

Foreign currency exchange rate risk. We have foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which we operate. Specifically, we are exposed to foreign currency risk related to the uncertainty to which future earnings or asset and liability values are exposed as the result of operating cash flows and various financial instruments that are denominated in foreign currencies.

Interest rate risk. Our only outstanding long-term debt facility bears a fixed rate of interest. We maintain cash balances in interest-bearing accounts whose rate fluctuates. The impact on our income is difficult to quantify due to variations in the amount of money we have on deposit at any given time.

ITEM 4. 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 December 31, being the date of our most recently completed fiscal quarter. 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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit #		Description

3.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to our Registration Statement on Form 10-SB filed on June 28, 1996).
3.2		Bylaws (incorporated by reference to Exhibit 3(i) to our Registration Statement on Form 10-SB filed on June 28, 1996).

31.1		Certification of Ms. Pak King Diu, pursuant to Rule 13a-14(a) (Attached hereto).

31.2		Certification of Ms. Pak King Diu, pursuant to Rule 13a-14(a) (Attached hereto).

32.1		Certification of Ms. Pak King Diu, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Attached hereto).

Signatures	Title	Date

/s/ Ms. Pak King Diu Ms. Pak King Diu	Director, President, Chief Executive Officer, and Chief Financial Officer	September 30, 2008