-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQRfdG8pa3/+uexZ0Dq2dimKXCxo9QT/44s1zp/1x9pelyprLxgI0+8sJblsxyUh xasDfCfnDgHRneB52/ZCuQ== 0001079974-08-000564.txt : 20080605 0001079974-08-000564.hdr.sgml : 20080605 20080605114942 ACCESSION NUMBER: 0001079974-08-000564 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080430 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBERMAX CORP CENTRAL INDEX KEY: 0001374083 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 562592933 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-52447 FILM NUMBER: 08882338 BUSINESS ADDRESS: STREET 1: 16200 WCR 18E CITY: LOVELAND STATE: CO ZIP: 80537 BUSINESS PHONE: 970-635-0346 MAIL ADDRESS: STREET 1: 16200 WCR 18E CITY: LOVELAND STATE: CO ZIP: 80537 10QSB 1 ambermax10qsb_642008.htm QUARTERLY REPORT FOR PERIOD ENDED 4/30/2008 ambermax10qsb_642008.htm
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-QSB

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


For Quarter Ended: April 30, 2008
Commission File Number: 000-52447


AMBERMAX CORPORATION
(Exact name of registrant as specified in its charter)

   
COLORADO
56-2592933
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 
   
   
16200 WCR 18E, Loveland, Colorado
80537
(Address of principal executive offices)
(Zip code)

(970) 635-0346
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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

Number of shares of common stock outstanding as of April 30, 2008: 1,125,000 shares

Transitional Small Business Format:   Yes        No  X

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

 

 
AMBERMAX CORPORATION
(A Development Stage Company)
Table of Contents


   
Page
     
Part I
 
 
Item 1.  Financial Statements
3
 
Item 2.  Management's Discussion and Analysis or Plan of Operation
9
 
Item 3.  Controls and Procedures
10
     
Part II
 
 
Item 1.  Legal Proceedings
10
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
10
 
Item 3.  Defaults Upon Senior Securities
10
 
Item 4.  Submission of Matters to a Vote of Security Holders
11
 
Item 5.  Other Information
11
 
Item 6.  Exhibits
11
     
Signatures
11


- 2 -

 
AMBERMAX CORPORATION
(A Development Stage Company)
Balance Sheet
(Unaudited)


   
April 30,
 
   
2008
 
Assets
 
Cash
  $ 1,135  
         
         
Liabilities and Shareholders’ Equity
 
Liabilities:
  $  
         
Shareholders’ equity
       
Common stock, no par value; 20,000,000 shares authorized,
       
1,125,000 shares issued and outstanding
    13,800  
Additional paid-in capital
    2,200  
Deficit accumulated during development stage
    (14,865 )
Total shareholder’s equity
    1,135  
         
Total liabilities and shareholder’s equity
  $ 1,135  


See accompanying notes to condensed financial statements

- 3 -


AMBERMAX CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)


                           
June 19,
 
                           
2006
 
                           
(Inception)
 
   
For the Three Months Ended
   
For the Six Months Ended
   
Through
 
   
April 30,
   
April 30,
   
April 30,
 
   
2008
   
2007
   
2008
   
2007
   
2008
 
Operating expenses:
                             
Professional fees
  $ 717     $ 2,449     $ 2,831     $ 4,449     $ 8,618  
Contributed rent, related party (Note 3)
    300       300       600       600       1,800  
General and administrative
    314       1,379       840       1,379       4,447  
Total operating expenses
    1,331       4,128       4,271       6,428       14,865  
                                         
Net loss
  $ (1,331 )   $ (4,128 )     (4,271 )   $ (6,428 )   $ (14,865 )
                                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )     (0.00 )   $ (0.01 )        
                                         
Basic and diluted weighted average
                                       
common shares outstanding
    1,125,000       1,125,000       1,125,000       1,125,000          

 
See accompanying notes to condensed financial statements

- 4 -


AMBERMAX CORPORATION
(A Development Stage Company)
Statements of Changes in Shareholders' Equity

                     
Deficit
 
                     
Accumulated
 
               
Additional
   
During
 
   
Common Stock
   
Paid-in
   
Development
 
   
Shares
   
Amount
   
Capital
   
Stage
 
Balance at June 19, 2006 (inception)
                       
(Note 1)
        $     $     $  
Common stock issued for Organizational
                               
Costs
    800,000       800              
                                 
Common stock issued for cash at
                               
$0.04 per share
    325,000       13,000              
                                 
Office space contributed by an officer
                400        
                                 
Net loss, period ended October 31, 2006
                      (1,275 )
                                 
Balance at October 31, 2006
    1,125,000       13,800       400       (1,275 )
                                 
Office space contributed by an officer
                1,200        
                                 
Net loss, year ended October 31, 2007
                      (9,319 )
                                 
Balance at October 31, 2007
    1,125,000       13,800       1,600       (10,594 )
                                 
Office space contributed by an officer
                               
(unaudited)
                600        
                                 
Net loss for the six months ended
                               
April 30, 2008 (unaudited)
                      (4,271 )
                                 
Balance at April 30, 2008 (unaudited)
    1,125,000     $ 13,800     $ 2,200     $ (14,865 )


See accompanying notes to condensed financial statements

- 5 -



AMBERMAX CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

               
June 19,
 
               
2006
 
               
(Inception)
 
   
For the Six Months Ended
   
Through
 
   
April 30,
   
April 30,
 
   
2008
   
2007
   
2008
 
Cash flows from operating activities:
                 
Net loss
  $ (4,271 )   $ (6,428 )   $ (14,865 )
Adjustments to reconcile net loss to net cash
                       
used by operating activities:
                       
Contributed rent (Note 3)
    600       600       2,200  
Common stock issued for services
                  800  
Changes in operating assets and liabilities:
                       
Increase in Accounts payable
                 
Net cash used in
                       
operating activities
    (3,671 )     (5,828 )     (11,865 )
                         
Cash flows from investing activities:
                 
                         
Cash flows from financing activities:
                       
Proceeds from common stock sales
                13,000  
Net cash provided by
                       
financing activities
                13,000  
                         
Net change in cash
    (3,671 )     (5,828 )     1,135  
                         
Cash, beginning of period
    4,806       12,925        
                         
Cash, end of period
  $ 1,135     $ 7,097     $ 1,135  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period for:
                       
Income taxes
  $     $     $  
Interest
  $     $     $  
                         
NON CASH FINANCING
                       
Common stock issued for services
  $     $     $ 800  


See accompanying notes to condensed financial statements

- 6 -


AMBERMAX CORPORATION
(A Development Stage Company)

Notes to the Financial Statements
April 30, 2008

Note 1:  Basis of Presentation

Ambermax Corporation (the “Company”) was initially incorporated on June 19, 2006 in the State of Colorado. On that date, the Company issued to its president and secretary 800,000 shares of its no par value common stock in exchange for organization costs.

The condensed financial statements presented herein have been prepared by the Company in accordance with the instructions for Form 10-QSB and the accounting policies in its Form 10-KSB for the period ended October 31, 2007 and should be read in conjunction with the notes thereto.

In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented.  Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted.  The results of operations presented for the six months ended April 30, 2008 are not necessarily indicative of the results to be expected for the year.

The Company is in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage Enterprises”.  As of April 30, 2008, the Company has devoted substantially all of its efforts to financial planning and raising capital.

Financial data presented herein are unaudited.

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 is a development stage enterprise with losses since inception and a limited operating history.  These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability.  The Company intends to seek additional funding through equity offerings to fund its business plan.  There is no assurance that the Company will be successful in raising additional funds.

- 7 -

 

AMBERMAX CORPORATION
(A Development Stage Company)

Notes to the Financial Statements
April 30, 2008

Note 3:  Related Party Transactions

Office Space

The Company’s president and sole director contributed office space to the Company for the period presented in
the accompanying financial statements. The office space was valued at $100 per month based on the market rate in the local area and is included in the accompanying financial statements as operating expense with a corresponding credit to additional paid-in capital.


Note 4:  Income Taxes

The Company has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with FASB Statement No. 109 “Accounting for Income Taxes.” FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures.  The adoption of FIN 48 did not have a material impact on the financial statements.
 
- 8 -


AMBERMAX CORPORATION
 (A Development Stage Company)

Part I. Item 2.  Management’s Discussion and Analysis or Plan of Operation

Forward-looking statements

The following discussion should be read in conjunction with the financial statements of Ambermax Corporation (the “Company”), which are included elsewhere in this Form 10-QSB. This Quarterly Report on Form 10-QSB contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-QSB or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by looking for words including, for example, “believes”, “expects”, “anticipates”, “estimates” or similar expressions in this Quarterly Report on Form 10-QSB or in documents incorporated by reference in this Quarterly Report on Form 10-QSB. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

Plan of Operation

The Company intends to seek out, investigate, and pursue a merger, acquisition, or other business combination with an operating entity.  There have been no revenues from operations since inception, and none are anticipated prior to completing a business combination.

The Company has no full-time employees, incurs nominal rent and administrative expenses of approximately $100 per month, and has no other recurring operational expenses except professional fees incurred as necessary.  The Company’s president devotes approximately ten hours per month, without compensation, to the affairs of the Company.  The Company is currently operating on working capital acquired through the sale of its common stock.  Should the Company not complete a business combination within the next six months, the Company plans to raise additional working capital through the sale of its common stock.  There is no assurance that the Company will be able to raise the capital needed to maintain its development stage operations.

The Company has no plans to acquire any assets or make any investments prior to completing a business combination.

- 9 -


To date, the Company has not identified a suitable target entity for any type of business combination, and management has no particular type of merger, acquisition, or business opportunity in mind.  No restrictions have been placed on management’s discretion to seek out and participate in an appropriate business opportunity.  Due to limited financial resources, it is anticipated that only a single potential business venture will be pursued.

Selection of an appropriate business opportunity is complex and risky due to the Company’s limited financial resources, the speculative nature of operations, management’s limited time commitment to the Company, management’s potential conflicts of interest, the burdens of being a reporting company, lack of market research, and competition in the marketplace.  The Company’s success is dependent upon locating and consummating a business combination, and there are no assurances that this will occur.


Part I. Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-QSB and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer, who is our principal executive officer and our principal financial officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Part 2.    Other Information

Item 1 - -  Legal Information.

No response required.

Item 2 - -  Changes in Securities.

No response required.

Item 3 - -  Defaults Upon Senior Securities.

No response required.
 
- 10 -



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

No response required.

Item 5 - -  Other Information.

No response required.

Item 6 - -  Exhibits and Reports on Form 8-K.

(a)          Exhibits:

 
31.1:
Certification of Principal Executive and Financial Officer
 
32.1:
Section 1350 Certification

(b)  
Reports on Form 8-K:

None.


SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
AMBERMAX CORPORATION
 
                  (Registrant)
     
     
DATE:    June 5, 2008                                                      
BY:  
 /s/ James B. Wiegand
  
 
 James B. Wiegand
  
 
 President
 
- 11 -
 
 


EX-31.1 2 ambermax10qsbx31_642008.htm EXHIBIT 31.1 ambermax10qsbx31_642008.htm
 


 
 
Exhibit 31.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, James B. Wiegand, certify that:

 
1. I have reviewed this quarterly report on Form 10-QSB of Ambermax Corporation.
 
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 
 
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.


/s/ James B. Wiegand
James B. Wiegand
Principal Executive Officer and Principal Financial Officer
June 5, 2008
 
 



EX-32.1 3 ambermax10qsbx32_642008.htm EXHIBIT 32.1 ambermax10qsbx32_642008.htm
 


 
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned, James B. Wiegand, Chief Executive Officer of Ambermax Corporation (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-QSB of the Company for the quarter ended April 30, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ James B. Wiegand
James B. Wiegand
Principal Executive Officer and Principal Financial Officer
June 5, 2008




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