10-Q 1 amog_10q.htm FORM 10-Q amog_10q.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

Mark One
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 333-141328
 
Amogear Inc.
(Name of small business issuer in its charter)
 
Nevada
 
20-8107485
(State or other jurisdiction of
 incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
7 Bond Street
Boston, Massachusetts 02118
(Address of principal executive offices)
 
(781) 690-5077
(Issuer’s telephone number)
 
Securities registered pursuant to Section
12(b) of the Act:
 
Name of each exchange on which
registered:
None
   
      
 
      
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001
   
(Title of Class)
   
 
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes o   No o
 
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x
 
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.  N/A
 
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes o    No o
 
Applicable Only to Corporate Registrants
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
 
Class
 
Outstanding as of December 16, 2013
Common Stock, $0.001
 
57,003,509
 


 
 

 
 
AMOGEAR INC.
 
Form 10-Q
 
PART 1.    FINANCIAL INFORMATION
 
Page
 
         
Item 1.
Financial Statements
   
3
 
           
   
Balance Sheets (Unaudited)
   
3
 
           
 
Statements of Operations (Unaudited)
   
4
 
           
      
Statement of Changes in Stockholders’ Equity (Unaudited)
   
5
 
           
 
Statements of Cash Flows (Unaudited)
   
6
 
           
 
Notes to Financial Statements (Unaudited)
   
7
 
           
Item 2.   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
14
 
           
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
   
17
 
           
Item 4.
Controls and Procedures
   
17
 
           
PART II.   OTHER INFORMATION
       
           
Item 1.   
Legal Proceedings
   
19
 
           
Item 1A.   
Risk Factors
   
19
 
           
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
   
19
 
           
Item 3.   
Defaults Upon Senior Securities
   
19
 
           
Item 4.      
Mine Safety Disclosure
   
19
 
           
Item 5.  
Other Information
   
19
 
           
Item 6.      
Exhibits
   
20
 

 
2

 
 
ITEM 1. FINANCIAL STATEMENTS
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
BALANCE SHEETS
 
   
October 31,
   
January 31,
 
   
2013
   
2013
 
Assets:
 
 
   
 
 
Current Assets
           
Cash
  $ -     $ -  
Total Current Assets
    -       -  
                 
Total Assets
  $ -     $ -  
                 
Liabilities:
               
Current Liabilities
               
Accrued Expenses
  $ 5,218     $ 3,650  
Note Payable Related Party
  $ 73,569     $ 41,669  
Total Current Liabilities
    78,787       45,319  
                 
Stockholders' Equity (Deficit):
               
Common Stock par value .001 authorized 75,000,000
               
shares issued and outstanding 57,003,509 and 42,223,509 respectively
    57,004       42,224  
Additional Paid in Capital
    4,293,474       4,297,776  
Retained Deficit
    (4,429,265 )     (4,385,319 )
Total Stockholders' Deficit
    (78,787 )     (45,319 )
                 
Total Liabilities and Stockholders' Deficit
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
STATEMENTS OF OPERATIONS
 
   
For the three months ended October 31,
 
   
2013
   
2012
 
Sales
  $ -     $ -  
Cost of Goods Sold
    -       -  
                 
Gross Margin
    -       -  
                 
Operating Expenses:
               
Professional Fees
    3,650          
Stock for Services
    -       -  
General and Administrative
    3,000       3,000  
Operating Expenses
    6,650       3,000  
                 
Operating (Loss)
    (6,650 )     (3,000 )
                 
Interest Expense
    1,113       -  
                 
Loss Before Taxes
    (7,763 )     (3,000 )
                 
Provisions for Income Tax
    -       -  
                 
Net Loss
  $ (7,763 )   $ (3,000 )
                 
Loss per Share, Basic & Diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted Average Shares Outstanding
    42,705,465       42,223,509  

The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
STATEMENTS OF STOCKHOLDERS DEFICIT
 
               
Additional
             
   
Common
   
Common
   
Paid in
   
Accumulated
       
   
Shares
   
Stock
   
Capital
   
Deficit
   
Total
 
Balance January 31, 2010
    1,500     $ 2     $ 81,998     $ (83,700 )   $ (1,700 )
                                         
Services Contributed
    -       -       12,000       -       12,000  
Net Loss for the year
    -       -       -       (12,000 )     (12,000 )
Balance January 31, 2011
    1,500       2       93,998       (95,700 )     (1,700 )
                                         
Stock issued for services
    2,000       2       11,998       -       12,000  
Rounding
    5       -       -       -       -  
Net Loss for the year
    -       -       -       (55,619 )     (55,619 )
Balance January 31, 2012
    3,505       4       105,996       (151,319 )     (45,319 )
                                         
Services Contributed
                    12,000               12,000  
Stock issued for services
    42,220,004       42,220       4,179,780               4,222,000  
Loss for the year
                            (4,234,000 )     (4,234,000 )
Balance January 31, 2013
    42,223,509     $ 42,224     $ 4,297,776     $ (4,385,319 )   $ (45,319 )
                                         
Services Contributed
                    9,000               9,000  
Stock issued for debt
    14,780,000       14,780       (13,302 )             1,478  
Loss for the nine months ended October 31, 2013                             (43,946 )     (43,946 )
Balance October 31, 2013
    57,003,509     $ 57,004     $ 4,293,474     $ (4,429,265 )   $ (78,787 )
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
STATEMENTS OF CASH FLOWS
 
   
For the Nine Months Ended October 31,
 
   
2013
   
2012
 
CASH FLOW FROM OPERATING ACTIVITES:
           
Net Loss for the Period
  $ (43,946 )   $ (4,231,000 )
Adjustments to reconcile net loss to net cash
               
used by operating activities:
               
     Shares Issued for Services
    -       4,222,000  
     Services Contributed
    9,000       9,000  
Changes in Operating Assets and Liabilities:
               
     Increase in Accounts Payable & Accrued Expenses
    3,046          
Net Cash (Used) in Operating Activities
    (31,900 )     -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
     Increase in Note Payable
    31,900       -  
Net Cash Provided by Financing Activities
    31,900       -  
                 
Net (Decrease) Increase in Cash
    -       -  
Cash at Beginning of Period
    -       -  
Cash at End of Period
  $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
Cash paid during the year for:
               
 Interest
  $ -     $ -  
 Franchise and Income Taxes
  $ -     $ -  
                 
Shares issued for debt
  $ 1,478     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
6

 
 
AMOGEAR, INC.
 (F/K/A KITCHER RESOURCES, INC.)
NOTES TO FINANCIAL STATEMENTS
  OCTOBER 31, 2013

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Organizational Background: Amogear, Inc. (f/k/aKitcher Resources, Inc.) (the “Company” or "Amogear"), was originally incorporated on December 26, 2006 in the state of Nevada. In 2008 we ceased operations and have not engaged in any material business operations since that time.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
 
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial  statements  which  present  fairly  the  financial  condition,  results  of  operations  and  cash  flows  of  the Company for the respective periods being presented.

Use of Estimates

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

Cash and Cash Equivalent

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

Property and Equipment

New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Asset

We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
 
 
7

 

Stock Based Compensation

Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk free interest rate.

Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock

We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Fair value of financial instruments
 
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.
 
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at October 31, 2013.
 
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis.

Earnings per Common Share

We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred as of January 31, 2010.
 
 
8

 

Income taxes
 
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.
 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
Uncertain Tax Positions

The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on February 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

Our federal and state income tax returns are open for fiscal years ending on or after January 31, 2007. We are not under examination by any jurisdiction for any tax year. At April 30, 2013 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

Cash flows reporting
 
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
 
 
9

 

Subsequent events
 
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
 
In September 2011 Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for impairment. This ASU's objective is to simplify the process of performing impairment testing for Goodwill. With this update a company is allowed to asses qualitative factors, first, to determine if it is more likely than not (greater than 50%) that the FV is less than the carrying amount. This would be done, prior to performing the two-step goodwill impairment testing, as prescribed by Topic 350. Prior to this ASU, all entities were required to test, annually, their good will for impairment by Step 1 - comparing the FV to the carrying amount, and if impaired, then step 2 - calculate and recognize the impairment. Therefore, the fair value measurement is not required, until the "more likely than not" reasonableness test is concluded. Effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs . This ASU clarifies the board's intent of current guidance, modifies and changes certain guidance and principles, and adds additional disclosure requirements concerning the 3 levels of fair value measurements. Specific amendments are applied to FASB ASC 820-10-35, Subsequent Measurement and FASB ASC 820-10-50, Disclosures. This ASU is effective for interim and annual periods beginning after December 15, 2011.
 
 
10

 
 
In June 2011, FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income . - ASU 2011-05. Current US GAAP allows companies to present the components of comprehensive income as a part of the statement of changes in stockholders' equity. This ASU eliminates that option. in this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income This ASU is effective interim and annual periods beginning after December 15, 2011.  This ASU should be applied retrospectively. There are no specific transition disclosures
 
The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
NOTE 3- INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
Net deferred tax assets consist of the following components as of January 31, 2013.

   
2013
   
2012
 
Deferred Tax Assets:
           
NOL Carryover
  $ 163,319     $ 151,319  
Related party accrual
    -       -  
Payroll accrual
    -       -  
Deferred tax liabilities:
               
      Depreciation
    -       -  
Less valuation allowance
    (163,319 )     (151,319 )
Net deferred tax assets
  $ -     $ -  
 
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended January  31, due to the following:
 
   
2013
   
2012
 
Book Income (loss)
  $ (4,234,000 )   $ (55,619 )
Meals and entertainment
    -       -  
Depreciation
    -       -  
Other nondeductible expenses
    4,222,000       -  
Accrued payroll
    -       -  
Valuation allowance
    12,000       55,619  
    $ -     $ -  
 
 
11

 
 
At January 31, 2013, the Company had net operating loss carry forwards of approximately $163,319 that may be offset against future taxable income from the year 2013 to 2033. No tax benefit has been reported in the January 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 4- COMMITMENTS

The Company is not a party to any leases and does not have any commitments

NOTE 5- STOCKHOLDERS’ EQUITY
 
Reverse Stock Split

In June and again in October of 2011 we declared a reverse split of our common stock. The combined result of the reverse splits was that that every twenty thousand (20,000) issued and outstanding shares of common stock of the Corporation were automatically converted into 1 share of common stock. Any resulting share ownership interest of fractional shares was rounded up to the first whole integer in such a manner that all rounding was done to the next single share. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to these reverse splits. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred January 31, 2010.

Common Stock

We are currently authorized to issue up to 75,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.
 
On March 12, 2012 the Company issued 40,000,000 shares of stock to its President valued at the market price and recognized the expense as stock for services on the statement of operations.

On March 19, 2012 the Company issued 2,220,000 shares for services also valued at market, and recognized the expense as stock for services on the statement of operations.

On October 29, 2013 the Company issued 14,780,000 shares for debt originally incurred in 2009 owing to a transfer agent ,which was bought by a related party. The 14,780,000 shares reduced the debt by $1,478.

Stock Options

There are no employee or non-employee option grants.
 
 
12

 

NOTE 6- RELATED PARTY TRANSACTIONS

Due Related Parties
 
Amounts due related parties consist of corporate reinstatement expenses and prior obligations paid by affiliates prior to the establishment of a bank account. Such items totaled $73,569 at October 31, 2013. The corresponding note is payable upon demand. Interest has been imputed at 6% per annum and is shown on the balance sheet under accounts payable and accrued expenses and on the statement of operations under a separate category, interest.

Fair value of services

The principal stockholder provided, without cost to the Company, his services, valued at $800 per month and also provided, without cost to the Company, office space valued at $200 per month, which totaled $12,000 for the years ended January 31, 2013 and $9,000 for the (9) months ended October 31, 2013. The total of these expenses was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

As disclosed in note 4 the Company issued 40,000,000 shares to its President and 2,220,000 shares to an entity which had advanced $73,569 detailed above.

On October 29, 2013 the Company issued 14,780,000 shares to a related party who had purchased debt of $1,700. The debt was originally incurred in 2009 and its conversion date had expired. The Company converted this debt at an amount below par which was .0001 per share.

NOTE 7- SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.
 
 
13

 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.
 
As used in this Quarterly report, the terms "we", "us", "our" and "our Company" mean Amogear Inc., unless otherwise indicated.
 
General Overview
 
We were incorporated pursuant to the laws of the State of Nevada on December 26, 2006. Since our incorporation, we were in the business of the exploration and development of a mineral property consisting of 5 M.T.O. cells (totaling 5,446 acres) in southern British Columbia. Our property was without known reserves and our program was exploratory in nature.
 
On October 19, 2011, Joseph Arcaro (the “Seller”) and Michael Ceccon (the “Buyer”) entered into that stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which the Seller sold and transferred to Buyer an aggregate 1,000,000 shares of restricted common stock held of record by Seller. This represented the transfer of a majority control interest. Simultaneously with execution of the Stock Purchase Agreement, the Seller resigned as the sole executive officer and member of the Board of Directors and the Buyer was appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and sole member of the Board of Directors.  Subsequent to the Stock Purchase Agreement, management changed the operational strategy and general operations to design and develop prototypes of sports apparel for the Mixed Marshal Arts (“MMA”, similar fighting styles and other custom athletic sports.
 
 
14

 
 
Business Operations
 
We are current capitalizing on the increasing popularity of MMA, similar fighting styles and other custom athletic sports to provide exciting apparel for the world-wide audience of MMA and sporting fans and consumers. We are: (i) designing and developing prototypes for sports apparel for the MMA and similar fighting styles and other custom athletic sports consumer for the initial summer 2012 product line, which prototypes will be further developed into a product line classified into three categories: (a) training; (b) competition; and (c) lifestyle (the (“Product Line”); and (ii) will market and sell the Product Line creating brand recognition in the MMA, boxing and similar fighting styles and other custom athletic sports apparel industry. We believe that we have identified an opportunity in the equipment and apparel market to successfully launch our new established brand (“AMOGEAR”). Management’s goal is to establish the highest quality apparel and equipment company within the industry gaining significant market traction by leveraging the initial brand recognition and establishing mass cross-over appeal. We believe that the AMOGEAR product line will create an additional niche brand in the MMA and boxing sports apparel and equipment industry.
 
We intend to develop a corporate culture based on a passion for the MMA and similar fighting styles and other custom action sports lifestyle. Our philosophy will emphasize an integrated combination of results measurement, training and incentive programs, all designed to drive sales productivity. We intend to empower our sales associates to make business decisions and consistently reward their success. We further intend to seek to enhance the productivity of our employees and encourage their advancement by offering future comprehensive training programs.
 
Results of Operation
 
Nine Month Period Ended October 31, 2013 Compared to Nine Month Period Ended October 31, 2012.

For the nine months ended October 31, 2013, we incurred a net loss of ($43,946) compared to a loss of ($4,231,000) for the nine months ended October 31, 2012. We generated no revenue for the nine month periods ended October 31, 2013 and October 31, 2012, respectively.

During the nine month period ended October 31, 2013, we incurred operating expenses of $40,900 compared to $4,231,000 incurred during the nine month period ended October 31, 2012, a decrease of $4,190,100.  The operating expenses incurred during the nine months ended October 31, 2013 consisted of: (i) $31,900 (2012: $-0-) in professional fees; (ii) $-0- (2012: $4,222,000) in valuation of stock issued for services; and (iii) $9,000 (2012: $9,000) in general and administrative. See Part II. Item 3.

Our operating loss during the nine month period ended October 31, 2013 was ($40,900) compared to an operating loss of ($4,231,000) during the nine month period ended October 31, 2012.

During the nine month period ended October 31, 2013, we incurred $3,046 (2012: $-0-) in interest expense.

Therefore, our net loss during the nine month period ended October 31, 2013 was ($423,946) or ($0.00) per share compared to a net loss of ($4,231,000) or ($0.10) per share during the nine month period ended October 31, 2012. The weighted average number of shares outstanding was 42,223,509 for the nine month periods ended October 31, 2013 and October 31, 2012, respectively.
 
 
15

 
 
Three Month Period Ended October 31, 2013 Compared to Three Month Period Ended October 31, 2012.

For the three months ended October 31, 2013, we incurred a loss of ($7,763) compared to a loss of ($3,000) for the three months ended October 31, 2012. We generated no revenue for the three month periods ended October 31, 2013 and October 31, 2012, respectively.

During the three month period ended October 31, 2013, we incurred operating expenses of $6,650 compared to $3,000 incurred during the three month period ended October 31, 2012, an increase of $3,650. The operating expenses incurred during the three months ended October 31, 2013 consisted of: (i) $3,650 (2012: $-0-) in professional fees; and (ii) $3,000 (2012: $3,000) in general and administrative.

Our operating loss during the three month period ended October 31, 2013 was ($6,650) compared to an operating loss of ($3,000) during the three month period ended October 31, 2012.

During the three month period ended October 31, 2013, we incurred $1,113 (2012: $-0-) in interest expense.

Therefore, our net loss during the three month period ended October 31, 2013 was ($7,763) or ($0.00) per share compared to a net loss of ($3,000) or ($0.00) per share during the three month period ended October  31, 2012. The weighted average number of shares outstanding was 42,705,465 for the three month period ended October 31, 2013 and 42,223,509 for the three month period ended October 31, 2012.
 
LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended October 31, 2013

As of October 31, 2013, our current assets were $0 and our current liabilities were $78,787, which resulted in a working capital deficit of $78,787. As of October 31, 2013, our total assets were $-0-. As of October 31, 2013, our total liabilities were $78,767 comprised entirely of current liabilities. As of October 31, 2013, current liabilities consisted of: (i) $5,218 in accrued expenses; and (ii) $73,569 in note payable related party.

Stockholders’ deficit was ($78,787) as of October 31, 2013.
 
Cash Flows from Operating Activities
 
We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the nine month period ended October 31, 2013, net cash flows used in operating activities was $31,900. Net cash flows used in operating activities consisted primarily of a net loss of $43,946, which was adjusted by $9,000 for services contributed and changed by an increase of $3,046 in accounts payable and accrued expenses.
 
Cash Flows from Investing Activities
 
For the nine month periods ended October 31, 2013 and 2012, net cash flows related to investing activities was $0.
 
Cash Flows from Financing Activities
 
We have financed our operations primarily from debt or the issuance of equity instruments. For the nine month period ended October 31,2013, net cash flows provided from financing activities was $31,900 resulting from an increase in note payable.
 
PLAN OF OPERATION AND FUNDING
 
We will require additional financing in order to enable us to proceed with our product development program. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
 
 
16

 
 
We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
 
Material Commitments

None.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

The independent auditors' report accompanying our January 31, 2013 and January 31, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 
 
Exchange Rate
 
Our reporting currency is United States Dollars (“USD”).  In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.
  
Interest Rate
 
Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.
 
ITEM IV. CONTROLS AND PROCEDURES
 
DISCLOSURE CONTROLS AND PROCEDURES
 
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of October 31, 2013 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  We identified a material weakness in our internal control over financial reporting primarily attributable to limited accounting and SEC reporting expertise within the Company. Due to our developmental stage, we have limited financial ability to remedy this staffing deficiency at this time.
 
 
17

 

CHANGES IN INTERNAL CONTROLS

No significant changes were implemented in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
 
 
18

 
 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
As of the date of this Quarterly Report, we are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
 
ITEM IA. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
 
On October 29, 2013, we issued an aggregate of 14,780,000 shares of our restricted common stock in settlement of an aggregate amount of $1,700 due and owing to our transfer agent (the "Debt"). The Debt was bought by three separate related third parties, which reduced the Debt to $1,478. The related third parties elected to convert the Debt into 14,780,000 shares of our restricted common stock. The shares were issued in a private transaction to one U. S. resident in reliance on Section 4(2) under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The related third parties acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
No report required.

ITEM 4. MINING SAFETY DISCLOSURE

No report required.

ITEM 5. OTHER INFORMATION

No report required.
 
 
19

 
 
ITEM 6. EXHIBITS
 
The following exhibits are filed as part of this Quarterly Report.

EXHIBIT NO.   DOCUMENT
     
16.1   Letter of Michael Cronin, CPA (1)
     
31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.
     
31.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
(1) Incorporation by referenced from Current Report on Form 8-K filed with the Commission December 5, 2012
 
 
20

 
 
AMOGEAR INC.
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
AMOGEAR INC.
 
       
Dated: December 16, 2013
By:
/s/ Richard Brutti
 
   
Richard Brutti,
 
    President/Chief Executive Officer  
       
       
Dated: December 16, 2013
By:
/s/ Richard Brutti
 
   
Richard Brutti,
 
    Chief Financial Officer  
 
 
 
 
21