Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended July 31, 2009
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-151350
AIR TRANSPORT GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 98-0491567
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7453 Woodruff Way
Stone Mountain Ga 30087 Telephone: 404-671-9253
(Address of principal executive offices) (Registrant's telephone number,
including area code)
Former Name, Address and 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 for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
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 (ss.232.405 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 [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date:
As of October 12, 2009, the issuer had 56,620,000 shares of its common stock
issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of our financial
position and the results of our operations for the interim periods presented.
Because of the nature of our business, the results of operations for the
quarterly period ended July 31, 2009 are not necessarily indicative of the
results that may be expected for the full fiscal year.
2
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
As of
July 31, April 30,
2009 2009
--------- ---------
(Unaudited) (Audited)
Assets
Current assets
Cash $ -- $ --
--------- ---------
Total current assets -- --
--------- ---------
Total Assets $ -- $ --
========= =========
Liabilities
Current liabilities
Accounts payable $ 10,200 $ 8,575
--------- ---------
Total current liabilities 10,200 8,575
Long term liabilities
Loan from Director 6,316 2,776
--------- ---------
Total Liabilities $ 16,516 $ 11,351
--------- ---------
Stockholders' Equity
75,000,000 Common Shares Authorized, 56,620,000
(April 30, 2009 - 53,600,000) at $0.001 Per Share
Issued and Outstanding 56,620 53,600
Additional paid-in capital 28,630 6,400
Deficit accumulated during development stage (101,766) (71,351)
--------- ---------
Total stockholders equity (16,516) (11,351)
--------- ---------
Total liabilites and stockholders equity $ -- $ --
========= =========
The accompanying notes are an integral part of these financial statements.
3
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Statements of Operations
(Stated in US Dollars)
For the three For the three From Inception
months ended months ended (November 26, 2007) to
July 31, July 31, July 31,
2009 2008 2009
------------ ------------ ------------
Revenue $ -- $ -- $ --
------------ ------------ ------------
Expenses
General and Adminstrative Expenses 30,415 11,124 101,766
------------ ------------ ------------
Total Expenses 30,415 11,124 101,766
Provision for Income Tax -- -- --
------------ ------------ ------------
Net Income (Loss) $ (30,415) $ (11,124) $ (101,766)
============ ============ ============
Basic & Diluted (Loss) per Common Share (0.001) (0.000)
------------ ------------
Weighted Average Number of Common Shares 56,160,435 52,500,000
------------ ------------
The accompanying notes are an integral part of these financial statements.
4
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From Inception (November 26, 2007) to July 31, 2009
(Stated in US Dollars)
Deficit
Accumulated
Additional During
Common Stock Paid in Development Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance at Inception, November 26, 2007 0 $ -- $ -- $ -- $ --
Shares issued for cash - February 4, 2008
at $0.0001 per share 30,000,000 30,000 (27,000) -- 3,000
Shares issued for cash - February 12, 2008
at 0.01 per share 21,000,000 21,000 -- -- 21,000
Shares issued for cash - March 11, 2008
at 0.05 per share 1,500,000 1,500 6,000 -- 7,500
Net (Loss) for period from inception
(November 26, 2007) to April 30, 2008 -- -- -- (1,669) (1,669)
----------- -------- -------- ---------- ---------
Balance, April 30, 2008 52,500,000 52,500 (21,000) (1,669) 29,831
=========== ======== ======== ========== =========
Shares issued from Treasury, February 1, 2009
at $0.021 per share 1,000,000 1,000 20,000 -- 21,000
Shares issued from Treasury, March 15, 2009
at $0.075 per share 100,000 100 7,400 -- 7,500
Net (Loss) for period ended April 30, 2009 -- -- -- (69,682) (69,682)
----------- -------- -------- ---------- ---------
Balance, April 30, 2009 53,600,000 53,600 6,400 (71,351) (11,351)
=========== ======== ======== ========== =========
Shares issued for services, May 15, 2009
at $0.0075 per share 2,000,000 2,000 13,000 -- 15,000
Shares issued for services, May 15, 2009
at $0.01 per share 1,000,000 1,000 9,000 -- 10,000
Shares issued for services, May 15, 2009
at $0.0125 per share 20,000 20 230 -- 250
Net (Loss) for period ended July 31, 2009 -- -- -- (30,415) (30,415)
----------- -------- -------- ---------- ---------
Balance, July 31, 2009 56,620,000 $ 56,620 $ 28,630 $ (101,766) $ (16,516)
=========== ======== ======== ========== =========
The accompanying notes are an integral part of these financial statements.
5
Air Transport Group Holdings, Inc.
(fka Azure International, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
For the three For the three From Inception
months ended months ended (November 26, 2007) to
July 31, July 31, July 31,
2009 2008 2009
---------- ---------- ----------
OPERATING ACTIVITIES
Net income (loss) $ (30,415) $ (11,124) $ (101,766)
Non-cash adjustments
Shares issued for services 25,250 -- 25,250
Accounts Payable 1,625 -- 10,200
---------- ---------- ----------
Net cash used in operating activities (3,540) (11,124) (66,316)
---------- ---------- ----------
INVESTING ACTIVITIES -- -- --
---------- ---------- ----------
Net cash used in investing activities -- -- --
---------- ---------- ----------
FINANCING ACTIVITIES
Common shares issued @ $0.001 per share -- -- 53,600
Additional paid-in capital -- -- 6,400
Loans From Director 3,540 -- 6,316
---------- ---------- ----------
Net cash provided by financing activities 3,540 -- 66,316
---------- ---------- ----------
Incease (decrese) in cash during the period -- (11,124) --
Cash at beginning of period -- 30,619 --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ 19,495 $ --
========== ========== ==========
Cash Paid For:
Interest $ -- $ -- $ --
========== ========== ==========
Income Tax $ -- $ -- $ --
========== ========== ==========
Non-Cash Activities
Shares issued in Lieu of Payment for Service $ -- $ -- $ --
========== ========== ==========
Stock issued for accounts payable $ -- $ -- $ --
========== ========== ==========
Stock issued for notes payable and interest $ -- $ -- $ --
========== ========== ==========
Stock issued for convertible debentures and interest $ -- $ -- $ --
========== ========== ==========
Convertible debentures issued for services $ -- $ -- $ --
========== ========== ==========
Warrants issued $ -- $ -- $ --
========== ========== ==========
Stock issued for penalty on default of convertible debentures $ -- $ -- $ --
========== ========== ==========
Note payable issued for finance charges $ -- $ -- $ --
========== ========== ==========
Forgiveness of note payable and accrued interest $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
6
AIR TRANSPORT GROUP HOLDINGS INC.
(fka Azure International, Inc.)
(A Development Stage Company)
Footnotes to the Financial Statements
From Inception to July 31, 2009
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Air Transport Group Holdings, Inc (the "Company") was incorporated under
the laws of the State of Nevada, U.S. on November 26, 2007 under the name
Azure International, Inc. On October 30, 2008, and effective as of the same
date, the Company filed Articles of Merger ("Articles") with the Secretary
of State of the State of Nevada, to effect a merger by and between Air
Transport Group Holdings, Inc., a Nevada corporation and Azure
International, Inc. As a result of the merger, the Company changed its name
to Air Transport Group Holdings, Inc.
On March 10, 2009, the Company completed a forward stock split of its
common stock on a ratio of ten shares for every one share of the Company.
The record date of the forward stock split was February 27, 2009, the
payment date of the forward split was March 9, 2009, and the ex-dividend
date of the forward split was March 10, 2009. The forward split was payable
as a dividend, thereby requiring no action by shareholders, nor any
amendment to the articles of incorporation of the Company.
The Company is in the development stage as defined under Statement on
Financial Accounting Standards No. 7, Development Stage Enterprises ("SFAS
No.7"). The Company has not generated any revenue to date and consequently
its operations are subject to all risks inherent in the establishment of a
new business enterprise. For the period from inception, November 26, 2007
through July 31, 2009 the Company has accumulated losses of $101,766. The
company is in the airline business as an independent consultant and
contractor.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an April 30 year-end.
b. Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement
exists, goods delivered, the contract price is fixed or determinable, and
collectability is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company
accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
7
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
d. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles 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.
e. Assets
The company has no cash as of July 31, 2009.
f. Income
Income represents all of the Company's revenue less all its expenses in the
period incurred. The Company has no revenues as of July 31, 2009 and has
paid expenses of $101,766 since inception. For the period ended July 31,
2009 it has incurred expenses of $30,415.
g. Recent Account Pronouncements
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for
qualifying special-purpose entities and require additional disclosures.
SFAS 166 is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009. The Company does not expect the provisions of SFAS 166 to have a
material effect on the financial position, results of operations or cash
flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
guidance applicable to variable interest entities. The provisions of SFAS
167 significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the
first fiscal year that begins after November 15, 2009. SFAS 167 will be
effective for the Company beginning in 2010. The Company does not expect
the provisions of SFAS 167 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
- a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No.
168 the "FASB Accounting Standards Codification" ("Codification") will
become the source of authoritative U. S. GAAP to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission ("SEC") under authority of federal securities laws
8
are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is
effective for financial statements issued for interim and annual periods
ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification will become non-authoritative. SFAS No. 168 is
effective for the Company's interim quarterly period beginning July 1,
2009. The Company does not expect the adoption of SFAS No. 168 to have an
impact on the financial statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of
Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin
amends or rescinds portions of the interpretive guidance included in the
Staff Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007), Business Combinations, and Statement of
Financial Accounting Standards No. 160, Non-controlling Interests in
Consolidated Financial Statements. The statements in staff accounting
bulletins are not rules or interpretations of the Commission, nor are they
published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation
Finance and the Office of the Chief Accountant in administering the
disclosure requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments,
to require disclosures about fair value of financial instruments for
interim reporting periods of publicly traded companies as well as in annual
financial statements. This FSP also amends APB Opinion No. 28, Interim
Financial Reporting, to require those disclosures in summarized financial
information at interim reporting periods. This FSP shall be effective for
interim reporting periods ending after June 15, 2009. The Company does not
have any fair value of financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities
to make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity
securities in the financial statements. The FSP does not amend existing
recognition and measurement guidance related to other-than-temporary
impairments of equity securities. The FSP shall be effective for interim
and annual reporting periods ending after June 15, 2009. The Company
currently does not have any financial assets that are
other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R).
The FSP deals with the initial recognition and measurement of an asset
acquired or a liability assumed in a business combination that arises from
a contingency provided the asset or liability's fair value on the date of
9
acquisition can be determined. When the fair value can-not be determined,
the FSP requires using the guidance under SFAS No. 5, Accounting for
Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation
of the Amount of a Loss. This FSP was effective for assets or liabilities
arising from contingencies in business combinations for which the
acquisition date is on or after January 1, 2009. The adoption of this FSP
has not had a material impact on our financial position, results of
operations, or cash flows during the six months ended June 30, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly"
("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are
not orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending after
June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4
will have a material impact on its financial condition or results of
operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption
of FSP FAS 157-3 had no impact on the Company's results of operations,
financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only
FSP improves the transparency of transfers of financial assets and an
enterprise's involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective
January 1, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about
employers' pension and postretirement benefit plan assets consistent with
guidance contained in SFAS 157. Specifically, employers will be required to
disclose information about how investment allocation decisions are made,
the fair value of each major category of plan assets and information about
the inputs and valuation techniques used to develop the fair value
measurements of plan assets. This FSP is effective for fiscal years ending
after December 15, 2009. The Company does not expect the adoption of FSP
FAS 132(R)-1 will have a material impact on its financial condition or
results of operation.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," and FASB Interpretation 46 (revised
December 2003), "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51," as well as other modifications. While the
10
proposed revised pronouncements have not been finalized and the proposals
are subject to further public comment, the Company anticipates the changes
will not have a significant impact on the Company's financial statements.
The changes would be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, determining
whether instruments granted in share-based payment transactions are
participating securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be
included in the computation of earnings per share under the two-class
method as described in FASB Statement of Financial Accounting Standards No.
128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008
and earlier adoption is prohibited. We are not required to adopt FSP EITF
03-6-1; neither do we believe that FSP EITF 03-6-1 would have material
effect on our consolidated financial position and results of operations if
adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning
on or after December 15, 2008, and interim periods within those years. SFAS
No. 163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting
pronouncement or document by category. Where there might be conflicting
guidance between two categories, the more authoritative category will
prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOB's amendments to AU Section 411 of the AICPA Professional
Standards. SFAS No. 162 has no effect on the Company's financial position,
statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities--an amendment of FASB Statement No. 133. This standard requires
companies to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity's financial position, financial performance, and
cash flows. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material
impact on its consolidated financial position, results of operations or
cash flows.
11
h. Basic Income (Loss) Per Share
In accordance with SFAS No. 128-"Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At July 31, 2009, the Company has no stock equivalents that were
anti-dilutive and excluded in the earnings per share computation.
i. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all
highly liquid investments purchased with maturity of three months or less
to be cash equivalents. As of July 31, 2009 the company had no cash.
j. Liabilities
Liabilities are made up of current liabilities and long-term liabilities.
Current liabilities include accounts payable of $10,200. There is a long
term liability of $6,316 outstanding for the company. The loan of $6,316 is
a related part loan as it is lent from a director. The loan is non-interest
bearing loan with no fixed due date.
Share Capital
a) Authorized:
75,000,000 common shares with a par value of $0.001
b) Issued:
The authorized capital of the Company is 75,000,000 common shares with a
par value of $0.001 per share. In February 2008, the Company issued
30,000,000 shares of common stock at a price of $0.0001 per share for total
cash proceeds of $3,000.
In February 2008, the Company issued 21,000,000 shares of common stock at a
price of $0.001 per share for total cash proceeds of $21,000.
In March 2008, the Company also issued 1,500,000 shares of common stock at
a price of $0.005 per share for total cash proceeds of $7,500.
On February 1, 2009, the Company issued 1,000,000 shares of common stock at
a price of $0.021 per share for total cash proceeds of $21,000.
On March 15, 2009, the Company also issued 100,000 shares of common stock
at a price of $0.075 per share for total cash proceeds of $7,500.
On March 10, 2009, the Company completed a forward stock split of its
common stock on a ratio of ten shares for every one share of the Company.
The record date of the forward stock split was February 27, 2009, the
payment date of the forward split was March 9, 2009, and the ex-dividend
12
date of the forward split was March 10, 2009. The forward split was payable
as a dividend, thereby requiring no action by shareholders, nor any
amendment to the articles of incorporation of the Company.
On May 15, 2009, the Company issued a total of 3,020,000 shares of common
stock at an average price of $0.01 per share for the services provided to
the Company during the three months ended July 31, 2009.
There are no preferred shares authorized. The Company has issued no
preferred shares.
The Company has no stock option plan, warrants or other dilutive
securities.
k. Advertising
The Company expenses advertising as incurred. To this date, the Company has
incurred no advertising expenses.
l. Property Note
The Company does not own or rent any property. The office space is
contributed by a director at no charge.
NOTE 3 - REALATED PARTY
As of July 31, 2009 the Company owes a director $6,316 for expenses paid on
behalf of the Company. The amount is non interest bearing and due upon
demand. Imputed interest is not considered to material.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss and is new.
This raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred
a net loss of $101,766 for the period from inception to July 31, 2009 and
has not generated any revenues. The future of the Company is dependent upon
its ability to obtain financing and upon future profitable operations from
the development of acquisitions. Management has plans to seek additional
capital through a private placement and public offering of its common
stock. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding Air Transport Group Holdings, Inc (the "Company")
capital needs, business strategy and expectations. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined below, and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Air Transport Group Holdings, Inc. unless otherwise indicated. All dollar
amounts in this quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW
Air Transport Group Holdings, Inc ("the Company") was incorporated under the
laws of the State of Nevada, U.S. on November 26, 2007 under the name Azure
International, Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc., a Nevada corporation and Azure International, Inc. As a result of the
merger, the Company changed its name to Air Transport Group Holdings, Inc.
STRATEGY
Air Transport Group Holdings is in the business of acquiring aviation, travel,
and leisure companies. By acquiring multiple small to mid size companies AITG
plans to increase its efficiencies by consolidate management expenses, negotiate
preferred rates with vendors, and increasing its asset base.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JULY 31, 2009
The accompanying financial statements show that the Company has incurred a net
loss of $30,415 for the three month period ended July 31, 2009 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will not earn revenues until such time as we have further advanced the
development of our company. We are presently in the development stage of our
business and we can provide no assurance of our ability to obtain future
profitable operation of our cooperation.
14
LIQUIDITY AND FINANCIAL CONDITION
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for at least the next year. In addition, we
do not have sufficient cash and cash equivalents to execute our operations for
the next year. We will need to obtain additional financing to operate our
business for the next twelve months. We will raise the capital necessary to fund
our business through a private placement and public offering of our common
stock. Additional financing, whether through public or private equity or debt
financing, arrangements with shareholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing shareholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially adversely affected and we could be
forced to cease operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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 is material to
stockholders.
INFLATION
In the opinion of management, inflation has not had a material effect on our
operations.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We evaluated the effectiveness of our disclosure controls and procedures as of
the date of this report. This evaluation was conducted by our President and
Chief Executive Officer, Arnold Leonora.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported.
15
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934, as amended, as a process designed by, or under the supervision of,
the company's principal executive and principal financial officers and effected
by the company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of July 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
16
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of July 31, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 1A. RISK FACTORS.
Not applicable.
17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the period
ending January 31, 2009.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number Description of Exhibit
-------------- ----------------------
31.1 Certification by Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code, promulgated pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 filed herewith
18
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: October 15, 2009
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ Arnold Leonora President and Director October 15, 2009
-----------------------------
Arnold Leonora
1