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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, 2012

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)
 
(000) 000-0000
(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 10, 2012
Common Stock, $0.001
 
42,223,509*
 
*Reflects reverse stock split of one for five hundred (1:500) effective as of March 1, 2012.
 


 
 

 
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
   
12
 
           
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
   
15
 
           
Item 4.
Controls and Procedures
   
15
 
           
PART II.   OTHER INFORMATION
       
           
Item 1.   
Legal Proceedings
   
16
 
           
Item 1A.   
Risk Factors
   
16
 
           
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
   
16
 
           
Item 3.   
Defaults Upon Senior Securities
   
16
 
           
Item 4.      
Mine Safety Disclosure
   
16
 
           
Item 5.  
Other Information
   
17
 
           
Item 6.      
Exhibits
   
18
 

 
2

 
 
ITEM 1. FINANCIAL STATEMENTS
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
BALANCE SHEETS
 
   
October 31,
   
January 31,
 
   
2012
   
2012
 
Assets:
 
(Unaudited)
   
(Audited)
 
Current Assets
           
  Cash
  $ -     $ -  
     Total Current Assets
    -       -  
                 
     Total Assets
  $ -     $ -  
                 
Liabilities:
               
Current Liabilities
               
  Accounts Payable & Accrued Liabilities
  $ 45,319     $ 45,319  
     Total Current Liabilities
    45,319       45,319  
                 
Stockholders' Equity (Deficit):
               
  Common Stock par value .001 authorized 75,000,000
               
  shares, Issued and outstanding 42,223,509 and 3,505 shares
    42,224       4  
  Additional Paid in Capital
    4,294,776       105,996  
  Deficit Accumulated during Exploration Stage
    (4,382,319 )     (151,319 )
      Total Stockholders' Deficit
    (45,319 )     (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
(Unaudited)
 
   
For the Three months ended October 31,
   
For the Nine months ended October 31,
 
   
2012
   
2011
   
2012
   
2011
 
Sales
  $ -     $ -     $ -     $ -  
Cost of Goods Sold
    -       -       -       -  
                                 
    Gross Margin
    -       -       -       -  
                                 
Operating Expenses:
                               
Stock for Services
    -       -       4,222,000       1,600,000  
General and Administrative
    3,000       3,000       9,000       9,000  
   Operating Expenses
    3,000       3,000       4,231,000       1,609,000  
                                 
Operating (Loss)
    (3,000 )     (3,000 )     (4,231,000 )     (1,609,000 )
                                 
    Loss Before Taxes
    (3,000 )     (3,000 )     (4,231,000 )     (1,609,000 )
                                 
Provisions for Income Tax
    -       -       -       -  
                                 
    Net Loss
  $ (3,000 )   $ (3,000 )   $ (4,231,000 )   $ (1,609,000 )
                                 
Loss per Share, Basic & Diluted
  $ (0.00 )   $ (2.00 )   $ (0.10 )   $ (643.09 )
                                 
Weighted Average Shares Outstanding
    42,223,509       1,500       42,223,509       2,502  
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
STATEMENTS OF STOCKHOLDERS DEFICIT
(Unaudited)
 
               
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
                    9,000               9,000  
Stock issued for services
    42,220,004       42,220       4,179,780               4,222,000  
Net Loss for nine months
                            (4,231,000 )     (4,231,000 )
Balance October 31, 2012
    42,223,509     $ 42,224     $ 4,294,776     $ (4,382,319 )   $ (45,319 )

The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
AMOGEAR, INC.
(FKA Kitcher Resources, Inc.)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
For the Nine Months Ended October 31,
 
   
2012
   
2011
 
CASH FLOW FROM OPERATING ACTIVITES:
           
Net Loss for the Period
  $ (4,231,000 )   $ (1,609,000 )
Adjustments to reconcile net loss to net cash used by operating activities:
               
     Shares Issued for Services
    4,222,000       1,600,000  
     Services Contributed
    9,000       9,000  
Changes in Operating Assets and Liabilities:
               
     Increase in Accounts Payable & Accrued Expenses
    -       -  
Net Cash (Used) in Operating Activities
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
     Stock issued for cash
    -       -  
Net Cash Provided by Financing Activities
    -       -  
                 
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
  $ -     $ -  

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, 2012
 
1. The Company

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.

District Court Clark County, Nevada Proceedings: On May 24, 2011, in its Court Order, the District Court  Clark County, Nevada granted the application of Joseph Arcaro to appoint a receiver. The Court Order appointing Receiver empowered the receiver to evaluate our financial status, to determine whether there are any options for corporate viability that could benefit our shareholders, to reinstate our corporation with the Nevada Secretary of State, and to obtain copies of our shareholder records from our transfer agent. Under the receivership, and with funds supplied by Mr. Arcaro, the Company reinstated its corporate charter; paid all past due franchise taxes and settled all outstanding debts.  In addition, on May 30, 2011, the receiver, appointed Joseph Arcaro as our temporary sole Director, President, Secretary and Treasurer.

On February 22, 2012, following the submittal of detailed reports by the receiver; the Court discharged the receiver and returned the Company to the control of its Board of Directors.
 
2. Significant Accounting Policies
 
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 Equivalents: 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 Assets: 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

 
 
AMOGEAR, INC.
 (F/K/A KITCHER RESOURCES, INC.)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
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: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At January 31, 2012 and 2011, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

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.

Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
 
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carry forwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
 
 
8

 
 
AMOGEAR, INC.
 (F/K/A KITCHER RESOURCES, INC.)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
 
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 January 31, 2012 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.
 
3. Recent Accounting Pronouncements
 
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.
 
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements..
 
In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
 
 
9

 
 
AMOGEAR, INC.
 (F/K/A KITCHER RESOURCES, INC.)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012

4. Recent Court Proceedings:
 
On May 24, 2011, in its Court Order, the District Court Clark County, Nevada granted the application of Joseph Arcaro to appoint a receiver. Following the submittal of detailed reports by the receiver the Court discharged the receiver on February 22, 2012 and returned the Company to the control of its Board of Directors.

Resultant Change in Control: In connection with the Order and subsequent shareholder meeting, Joseph Arcaro became our sole director and President on May 30, 2011. On October 17, 2011 Mr. Arcaro resigned and Michael Ceccon was appointed sole office and director of the corporation.

In exchange for services of approximately $12,000 by Mr. Ceccon we issued 2,000 common shares representing approximately 57%our common stock outstanding on that date.
 
5. Income Taxes:
 
We have adopted ASC 740, Income Taxes, which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2011 considered available to reduce future income taxes may be reduced or eliminated through our recent  change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).

We have a current operating loss carry-forward of $ 115,000 resulting in deferred tax assets of $22,000. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

6. Commitments:

The Company is not a party to any leases and does not have any commitments.
.
 
10

 
 
AMOGEAR, INC.
 (F/K/A KITCHER RESOURCES, INC.)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
7. 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.
 
Stock Options
 
There are no employee or non-employee option grants.

8. Related Party Transactions not Disclosed Elsewhere:

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 $41,669 at April 30, 2012. The corresponding note is payable upon demand.

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 $3,000 for the three-month periods ended October 31, 2012 and 2011. And $9,000 for the nine month periods ended October 31, 2012 and 2011.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 $41,669 detailed above.
 
9. Subsequent Events:

The Company evaluated and determined there were no subsequent events to report.
 
 
11

 
 
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.
 
 
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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, 2012 Compared to Nine Month Period Ended October 31, 2011.

For the nine months ended October 31, 2012, we incurred a loss of ($4,231,000) compared to a loss of ($1,609,000) for the nine months ended October 31, 2011. We generated no revenue for the nine month periods ended October 31, 2012 and October 31, 2011, respectively.

During the nine month period ended October 31, 2012, we incurred operating expenses of $4,231,000 compared to $1,609,000 incurred during the nine month period ended October 31, 2011, an increase of $2,622,000.  The operating expenses incurred during the nine months ended October 31, 2012 consisted of: (i) $9,000 (2011: $9,000) in general and administrative; and (ii) $4,222,000 (2011: $1,600,000) in valuation of stock issued for services. See Part II. Item 3.

Our net loss during the nine month period ended October 31, 2012 was ($4,231,000 or ($0.10) per share compared to a net loss of ($1,609,000) or ($643.09) per share during the nine month period ended October 31, 2011. The weighted average number of shares outstanding was 42,223,509 for the nine month period ended October 31, 2012 compared to 2,502 for the nine month period October 31, 2011.
 
Three Month Period Ended October 31, 2012 Compared to Three Month Period Ended October 31, 2011.

For the three months ended October 31, 2012, we incurred a loss of ($3,000) compared to a loss of ($3,000) for the three months ended October 31, 2011. We generated no revenue for the three month periods ended October 31, 2012 and October 31, 2011, respectively.

During the three month period ended October 31, 2012, we incurred operating expenses of $3,000 compared to $3,000 incurred during the three month period ended October 31, 2011.  The operating expenses incurred during the three months ended October 31, 2012 consisted of $3,000 in general and administrative.

Our net loss during the three month period ended October 31, 2012 was ($3,000) or $0.00 per share compared to a net loss of ($3,000) or ($2.00) per share during the three month period ended October 31, 2011. The weighted average number of shares outstanding was 42,223,509 for the three month period ended October 31, 2012 compared to 1,500 for the three month period October 31, 2011.
 
 
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LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended October 31, 2012

As of October 31, 2012, our current assets were $0 and our current liabilities were $45,319, which resulted in a working capital deficit of $45,319. As of October 31, 2012, our total assets were $-0-. As of October 31, 2012, our total liabilities were $45,319 comprised entirely of current liabilities.

Stockholders’ deficit was ($45,319) as of October 31, 2012.

Our cash flows used from operating activities for the nine months ended October 31, 2012 was $-0- consisting of a net loss of ($4,231,000), which was adjusted by $9,000 in fair value of services provided without cost and $4,222,000 in shares issued for services.
 
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.
 
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

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, 2012 and January 31, 2011 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.
 
 
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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, 2012 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 exploration stage, we have limited financial ability to remedy this staffing deficiency at this time.

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.
 
 
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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
On May 24, 2011, the District Court in and for Clark County, Nevada, appointed Joseph Arcaro as our custodian pursuant to Nevada Revised Statutes 78.347. This resulted from the abandonment by Raminder Badyal as the sole executive officer and member of the Board of Directors. A copy of the documentation filed with the Nevada District Court and the Court Order dated May 24, 2011 (the “Court Order”) is attached as an exhibit. On May 30, 2011, the court appointed custodian, Joseph Arcaro, appointed himself to serve as our sole executive officer (President, Secretary and Treasurer) and member of the Board of Directors on an interim basis.  Under Nevada statutory law and the Court Order, the custodian had the express authority to appoint a new board and new statutory officers. On June 2, 2011, we were reinstated under the laws of the State of Nevada and currently in good standing.
 
On March 8, 2012, the Nevada District Court order termination of the custodianship. A copy of the termination order is attached as an exhibit.
 
Other than as referenced above, 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

During the nine month period ended October 31, 2012, we authorized the issuance of an aggregate 40,000,000 shares of stock to our President/Chief Executive Officer, valued at par value $0.001 per share as stock for services rendered. We also authorized the issuance of an aggregate 2,220,000 shares to a consultant valued at par value $0.001 per share for consultant services rendered. .
 
The aggregate of 42,220,000 shares of common stock were issued to two individuals who are United States residents in reliance on Section 4(2) promulgated under 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 individuals 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.
 
 
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ITEM 5. OTHER INFORMATION
 
Changes in Registrant's Certifying Accountant
 
We have engaged Patrick Rodgers CPA, PA (“Rodgers”) as our principal independent registered public accounting firm effective December 3, 2012.  Concurrent with this appointment, we accepted the resignation of Michael F. Cronin, CPA (“Cronin”), effective December 3, 2012.  The decision to change its principal independent registered public accounting firm has been approved by our Board of Directors.
 
The report of Cronin on our financial statements for fiscal years ended January 31, 2011 and January 31, 2012 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern.  During our fiscal year ended January 31, 2011 and during the subsequent period through to the date of Cronin’s resignation, there were no disagreements between us and Cronin, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Cronin, would have caused Cronin to make reference thereto in its report on our audited financial statements.
 
We provided Cronin with a copy of the Current Report on Form 8-K filed with the Securities and Exchange Commission and requested that Cronin furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not Cronin agrees with the statements made in the Current Report on Form 8-K with respect to Cronin and, if not, stating the aspects with which they do not agree.  We received the requested letter from Cronin wherein they have confirmed their agreement to our disclosures in the Current Report with respect to Cronin. A copy of Cronin’s letter was filed as an exhibit to the Current Report.
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On March 27, 2012, the Board of Directors of accepted the resignation of Michael Ceccon as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and sole member of the Board of Directors. Mr. Ceccon did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
Simultaneously, the Board of Directors accepted the consent of Richard Brutti as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and sole member of the Board of Directors effective March 27, 2012 to serve until his successor is duly elected.
 
Richard Brutti.  Mr. Brutti has been an independent management consultant for the past thirty years with an emphasis on operational strategies and corporate finance. Since 1980, Mr. Brutti has been providing management consulting services to a number of businesses with a focus on assisting early stage development companies from inception to viable operating entities. In 2009, he founded and is the co-host of Mind Your Own Business The Radio Show, which is a radio show for business entrepreneurs. From June2004 through 2007, Mr. Brutti was the president of New England Ringside, a sports marketing company. In 2002, Mr. Brutti merged his consumer products company, Rephresh Inc., with Tasker Products Inc. Mr. Brutti was also the chief financial officer at New Balance and a consultant with Ernst & Young.
 
Mr. Brutti earned a Master In Business Administration from Boston College in 1983 and a degree in Accounting from Bentley College in 1977.
 
 
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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
 
(1) Incorporation by referenced from Current Report on Form 8-K filed with the Commission December 5, 2012
 
** 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.
 
 
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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 11, 2012  
By:
/s/ Richard Brutti
 
   
Richard Brutti, President/Chief Executive Officer
 
       
Dated: December 11, 2012
By:
/s/ Richard Brutti
 
   
Richard Brutti, Chief Financial Officer
 
 
 
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