As Filed With the Securities and Exchange Commission on September 14, 2005
Registration No.333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
Registration Statement Under the Securities Act of 1934

AMMOGEM CORP.
(Name of Small Business Issuer in Its Charter)

DELAWARE 5094 33-0952419
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)

2316A Willemar Avenue
Courtenay, BC Canada V9N 3M8 (250) 898-8882
(Address of Principal Executive Offices) (Telephone Number)

Karen Batcher
4252 Bonita Road #151
Bonita, CA 91902 (619) 475-7882
(Name and Address of Agent for Service) (Telephone Number)

Approximate Date of Proposed Sale to the Public: As soon as practicable after
the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE
================================================================================================

Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit (1) Price (2) Fee
- ------------------------------------------------------------------------------------------------
Common Stock $.0001 par value to
be sold by selling shareholders 142,600 $0.50 $ 71,300 $ 8.39
- ------------------------------------------------------------------------------------------------
Common Stock $.0001 par value to
be sold by the company 300,000 $0.50 $150,000 $17.66
- ------------------------------------------------------------------------------------------------
TOTAL 442,600 $0.50 $221,300 $26.05
================================================================================================

(1) Fixed offering price was set by the company until securities are quoted on
the OTC Bulletin Board and thereafter at prevailing market prices or
privately negotiated prices.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

PROSPECTUS

AMMOGEM CORP.
442,600 SHARES OF COMMON STOCK

This is our initial public offering. We are registering a total of 442,600
shares of our common stock. Of the shares being registered, 142,600 are being
registered for sale by the selling shareholders, and 300,000 are being
registered for sale by the Company. All of the shares being registered for sale
by the Company will be sold at a price per share of $0.50 for the duration of
the offering. The selling shareholders will sell their shares at a price per
share of $0.50 until our shares are quoted on the Over the Counter Bulletin
Board and thereafter at prevailing market prices or in privately negotiated
transactions.

We will not receive any proceeds from the sale of any of the 142,600 shares by
the selling shareholders. We will be selling all of the 300,000 shares of common
stock we are offering as a self underwritten offering. There is no minimum
amount we are required to raise in this offering and any funds received will be
immediately available to us. This offering will terminate on the earlier of the
sale of all of the 442,600 shares offered or 180 days after the date of the
prospectus.

There is no established public market for our common stock and we have
arbitrarily determined the offering price. Our Common Stock is not currently
listed or quoted on any quotation service. There can be no assurance that our
common stock will ever be quoted or that any market for our stock will ever
develop.

INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS. SEE SECTION ENTITLED "RISK FACTORS" ON PAGE 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NONE OF
THESE SECURITIES MAY BE SOLD UNTIL A REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Per Share Per Share Number
Per Share Underwriting discounts Proceeds Proceeds of Shares
Price to public and commissions to Company to Shareholders Available For Sale
--------------- --------------- ---------- --------------- ------------------

$ 0.50 $0.00 $ 0.50 $ 0.00 300,000
$ 0.50 $0.00 $ 0.00 $ 0.50 142,600
-------- ----- -------- ------- -------

Total $221,300 $0.00 $150,000 $71,300 442,600
======== ===== ======== ======= =======

The date of this Prospectus is ________ __, 200__.

TABLE OF CONTENTS

SUMMARY .................................................................... 3
RISK FACTORS ............................................................... 4
FORWARD LOOKING STATEMENTS ................................................. 6
USE OF PROCEEDS ............................................................ 7
DETERMINATION OF OFFERING PRICE ............................................ 8
DILUTION ................................................................... 8
SELLING SECURITY HOLDERS ................................................... 10
PLAN OF DISTRIBUTION ....................................................... 12
LEGAL PROCEEDINGS .......................................................... 14
DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS ......................... 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............. 16
DESCRIPTION OF SECURITIES .................................................. 17
INTEREST OF NAMED EXPERTS AND COUNSEL ...................................... 17
SECURITIES ACT INDEMNIFICATION DISCLOSURE .................................. 17
ORGANIZATION WITHIN LAST FIVE YEARS ........................................ 18
DESCRIPTION OF BUSINESS .................................................... 18
PLAN OF OPERATION .......................................................... 24
DESCRIPTION OF PROPERTY .................................................... 26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................. 27
MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS ..................... 27
EXECUTIVE COMPENSATION ..................................................... 28
FINANCIAL STATEMENTS ....................................................... 28
CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ...................................................... 28

SUMMARY

Ammogem Corp. was incorporated in Delaware on December 7, 2000 as All Asia
Imports, Inc. On April 26, 2004 the company filed an amended Certificate of
Incorporation to change the name to Ammogem Corp. The company was incorporated
by its resident agent and had no operations from the time of its original
formation in December 2000 until Mr. Jean was elected and began initial
operations in pursuit of the company's current business plan goals. While we are
in our development stage, we have commenced our initial operations and our
business plan includes the generation of revenues within twelve to eighteen
months. We intend to provide customers with a variety of Ammonite gemstone
products including complete fossil pieces, jewelry, do-it-yourself polishing
kits and Feng Shui healing stones. Our principal executive offices are located
at 2316A Willemar Avenue, Courtenay, BC Canada V9N 3M8. The telephone number is
(250)898-8882.

We received our initial funding of $14,660 through the sale of 142,600 common
stock shares to 43 non-affiliated private investors from July 2004 until January
2005, and 3,000,000 shares to our director and president Lawrence Jean and two
affiliated parties. Subsequent to that sale Mr. Jean purchased in private
transactions the 2,000,000 shares held by the affiliated parties, resulting in
Mr. Jean now holding 3,000,000 shares.

From inception until the date of this filing we have been in our development
stage, we have recently commenced our initial operations and our business plan
includes the generation of revenues within twelve to eighteen months. Our
audited financial statements for the years ended December 31, 2004 and 2003 and
the six months ended June 30, 2005 report a cash balance of $5,664, no revenues
and a cumulative net loss since inception of $11,896.

OFFERING

Securities Being Offered 442,600 shares of common stock, 300,000 which we
are offering, and 142,600 which are being offered
by the selling shareholders. All shares will be
offered at a price of $0.50 per share. This
offering will terminate on the earlier of the sale
of all of the 442,600 shares or 180 days after the
date of the prospectus.

Price per share $0.50 as determined by company. The selling
shareholders will sell their shares at a fixed
price per share of $0.50 until our shares are
quoted on the Over the Counter Bulletin Board and
thereafter at prevailing market prices or in
privately negotiated transactions. All of the
shares being registered for sale by the company
will be sold at a fixed price per share of $0.50
for the duration of the offering.
Securities Issued
And Outstanding 3,142,600 shares of common stock are issued and
outstanding before the offering and 3,442,600 will
be outstanding after the offering.

Registration costs We estimate our total offering registration costs
to be $5,000. If we experience a shortage of funds
prior to funding, our director has informally
agreed to advance funds to allow us to pay for
offering costs, filing fees, and correspondence
with our shareholders, however, our director has no
formal commitment or legal obligation to advance or
loan funds to the company.

RISK FACTORS

This section includes all the material risk factors associated with this
offering and investors in Ammogem should carefully consider each prior to making
an investment in our stock:

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE BEGUN TAKING STEPS IN FURTHERANCE OF
OUR BUSINESS PLAN. WE EXPECT TO INCUR OPERATING LOSSES FOR THE NEXT TWELVE
MONTHS. IF OUR LOSSES EXCEED OUR ABILITY TO GENERATE CONTINUED FUNDING, WE MAY
BE UNABLE TO CONTINUE OPERATIONS AND WILL CEASE ANY ACTIVITY; THEREFORE YOU
COULD LOSE YOUR ENTIRE INVESTMENT.

Since inception, we have not earned any revenue and do not anticipate
earning any revenue over the next twelve months. We intend to take the
steps necessary to execute our business plan over the next twelve months as
we incur additional operating expenses. Management plans to complete all of
our business plans steps over the next twelve months, but if we receive
only partial funding, we will continue our operations at a reduced level.
If no funding is generated, we will be unable to continue operations.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION WHICH INCLUDES A
STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR BUSINESS PLAN FOR THE
FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL OF THEIR INVESTMENT IN
OUR STOCK.

As described in Note 4 of our accompanying financial statements, our
cumulative losses to date of $11,896 and our lack of any guaranteed sources
of future capital create substantial doubt as to our ability to continue as
a going concern. If our business plan does not work, we could remain as a
start-up company with no revenues or profits.

AMMOGEM HAS NO SALES, PROVEN MARKET, OR CONSUMER DEMAND. WITHOUT SIGNIFICANT
USER DEMAND FOR OUR PRODUCTS, THE COMPANY COULD HAVE CONTINUED NEGATIVE CASH
FLOW AND BE UNABLE TO REMAIN IN BUSINESS.

The lack of a proven market for our products means that the true market for
them may be minor or nonexistent. This could result in little or no
revenue.

OUR BUSINESS STRATEGY REQUIRES US TO RAISE CASH OF $150,000. WITHOUT THIS
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH NO REVENUES OR
PROFITS AND MAY BE ONLY PARTIALLY SUCCESSFUL OR COMPLETELY UNSUCCESSFUL IN
IMPLEMENTING OUR BUSINESS PLAN, RESULTING IN OUR SHAREHOLDERS LOSING PART OR ALL
OF THEIR INVESTMENT.

We intend to raise $150,000 in funding (net of $145,000 after offering
fees) in order to finance our operations. We believe the most likely source
of our funding is through a future sale of common stock in order to
complete our current business plan. We have not yet identified any specific
individuals or entities needed to provide our funding. Without this
funding, we could remain as a start-up company accomplishing only the
initial phase of our operations. If we use equity capital as a source of
funding, potential new shareholders may be unwilling to accept either the

likely dilution of their per share value or the high level of risk involved
with our unproven services. Without this funding, we may be only partially
successful or completely unsuccessful in implementing our business plan,
and our shareholders may lose part or all of their investment.

ALL 300,000 SHARES BEING REGISTERED FOR SALE BY THE COMPANY WILL BE SOLD AT A
FIXED PRICE PER SHARE OF $0.50 FOR THE DURATION OF THE OFFERING. THE 142,600
SHARES BEING REGISTERED FOR SALE BY THE SELLING SHAREHOLDERS WILL BE OFFERED AT
A FIXED PRICE OF $0.50 PER SHARE UNTIL THE COMMON STOCK IS QUOTED ON THE OTC
BULLETIN BOARD AND THEREAFTER AT PREVAILING MARKET PRICES, WHICH COULD BE AT A
PRICE LOWER THAN THE COMPANY IS REQUIRED TO SELL THEIR SHARES FOR.

Once the shares are quoted on the OTC Bulletin Board the selling
shareholders may sell their shares directly into any market created and at
prices that will be determined by market conditions. If the shareholders
choose to sell their shares at a price less than the fixed price of $0.50
that the company must offer their shares for, this could have an adverse
effect on the company's ability to sell any shares resulting in limited or
no capital being raised for the business plan.

OUR COMPETITORS, SUCH AS KORITE, STONESBONES.COM, AMMOLITE-GUARANTEED.COM AND
AMMOLITES.COM, HAVE BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY
GREATER RESOURCES THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE ENOUGH MARKET SHARE
IN OUR INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR BUSINESS
PLAN ANTICIPATES.

In our development stage, we will have size and market share disadvantages
as we attempt to implement our marketing plan. We plan to market our
product via the Internet and Home Shopping Network. Without sufficient
sales volume, it is possible that we may not become a competitive force in
our industry.

THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

We are not registered on any public stock exchange, however, we plan to
contact a market maker to obtain a listing for quotation on the OTC
Electronic Bulletin Board. We do not know when we will be able to contact a
market maker to obtain a quote for trading, and there is no guarantee of
trading volume or trading price levels sufficient for investors to sell
their stock, recover their investment in our stock, or profit from the sale
of their stock.

OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 95% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. AFTER THE PROPOSED OFFERING HE WILL OWN 87% OF THE OUTSTANDING
SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE PRICE OF OUR STOCK.

Due to the controlling amount of his share ownership in our company, if our
sole director/officer decides to sell his shares in the public market, the
market price of our stock could decrease and all shareholders suffer a
dilution of the value of their stock. If our director/officer decides to
sell any of his common stock, he will be subject to Rule 144 under the 1933
Securities Act.

OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 95% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. AFTER THE PROPOSED OFFERING HE WILL OWN 87% OF THE OUTSTANDING
SHARES. HE WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE
THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.

Due to the controlling amount of his share ownership in our company, our
sole director/officer will have a significant influence in determining the
outcome of all corporate transactions, including the power to prevent or
cause a change in control. His interests may differ from the interests of
the other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.

THE CURRENT OFFICER, LAWRENCE JEAN, THE SOLE OFFICER AND DIRECTOR OF THE
COMPANY, CURRENTLY DEVOTES APPROXIMATELY 30 HOURS PER WEEK TO COMPANY MATTERS,
AND AT THE SAME TIME, HE IS INVOLVED IN OTHER BUSINESS ACTIVITIES. AMMOGEM'S
NEEDS FOR HIS TIME AND SERVICES COULD CONFLICT WITH HIS OTHER BUSINESS
ACTIVITIES. THIS POSSIBLE CONFLICT OF INTEREST COULD RESULT IN HIS INABILITY TO
PROPERLY MANAGE AMMOGEM'S AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY
WITH NO REVENUES OR PROFITS.

Ammogem has not formally adopted a plan to resolve any potential or actual
conflicts of interest that exist or may arise with Mr. Jean's services,
however, Mr. Jean has verbally agreed to limit his role in all other
business activities and devote full time services to Ammogem after we raise
sufficient capital and are able to provide officers' salaries per our
business plan. Per our business plan, we have budgeted $1,500 per month for
Mr. Jean's salary after we raise funds from our proposed offering. If we
are unable to receive our full amount of funding the officers' salary will
be adjusted accordingly.

OUR MANAGEMENT IS COMMITTED TO USE THE PROCEEDS FROM OUR PROPOSED OFFERING FOR
THE BENEFIT OF THE COMPANY AND ADVANCING OUR BUSINESS PLAN, HOWEVER, SUCH USES
MAY NOT YIELD A FAVORABLE RETURN.

Management has committed to use the proceeds raised in this offering for
the uses set forth in the proceeds table. However, certain factors beyond
their control, such as increases in certain costs, could result in the
company being forced to reduce the proceeds allocated for other uses, such
as compensation in order to accommodate these unforeseen changes. The
failure of our management to use these funds effectively could result in
unfavorable returns. This could have a significant adverse effect on our
financial condition and could cause the price of our common stock to
decline.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this prospectus. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders. If we sell all shares of
common stock offered by the company in this prospectus, we will receive net
proceeds of $145,000.

The table below shows how proceeds from this offering would be used during the
twelve months after the offering based upon management's business plan
estimates.

Total shares offered 300,000
Percent of total shares offered 100%
Shares sold 300,000

Gross proceeds from offering 150,000
Less: offering expenses 5,000
-------
Net proceeds from offering 145,000

Use of net proceeds:
Management Salaries 18,000
Equip & Furniture 6,000
Website 25,000
Marketing 20,000
Travel & Trade Shows 7,000
Packaging & Shipping 5,000
Inventory 50,000
Exploration & Development Costs 7,900
Working Capital 6,100
Office expenses & supplies 60,000

The table below shows how proceeds from this offering would be used for
scenarios where we sell various amounts of the shares and the priority of the
use of net proceeds in the event actual proceeds are not sufficient to
accomplish the uses set forth. These revised estimates are contingent upon
reduced funding levels and are based upon management's business plan estimates
for the twelve months after receiving funding.

Total shares offered 300,000 300,000
Percent of total shares offered 30% 60%
Shares sold 90,000 180,000

Gross proceeds from offering 45,000 90,000
Less: offering expenses 5,000 5,000
------- -------
Net proceeds from offering 30,000 85,000

Use of net proceeds
Management Salaries 0 10,800
Equip & Furniture 0 2,000
Website 5,000 15,000
Marketing 5,000 10,000
Travel & Trade Shows 0 3,000
Packaging & Shipping 1,000 5,000
Inventory 10,000 30,000
Exploration & Development 7,900 7,900
Working Capital 1,100 1,300

The amounts set forth above are estimates developed by our management for
allocation of net proceeds of this offering. These estimates are based upon our
current plans and prevailing economic and industry conditions, and assumes that
we are able to sell the number of the shares set forth in each column. We have
determined the minimum funding required to proceed with a reduced form of our
business plan would be $45,000 or 30% of our offering. Although we do not
currently contemplate material changes in the proposed use of proceeds set forth
above, to the extent that our management finds that adjustments are required,
the amounts shown may be adjusted among the uses indicated. Our proposed use of
proceeds is subject to changes in general, economic and competitive conditions,
timing and management discretion, each of which may change the amount of
proceeds expended for the purposes intended, but any changes would be limited to
making adjustments among the uses indicated. Changes in general, economic,
competitive and market conditions and our financial condition would include,
without limitation, the occurrence of a national economic slowdown or recession,
a significant change in the industry and the environment in which we operate,
and regulatory changes in general. While our management is not currently aware
of the existence or pending threat of any of the foregoing reasons, we provide
you no assurance that one or more of such events will not occur.

DETERMINATION OF OFFERING PRICE

The company set the offering price of the common stock at $0.50 per share. The
price was arbitrarily set based upon the collective judgment of the company and
the shareholders as to a price per share they were willing to accept. All
300,000 shares being registered for sale by the company will be sold at a fixed
price per share of $0.50 for the duration of the offering. The 142,600 shares
being registered for sale by the selling shareholders will be offered at a fixed
price of $0.50 per share until the common stock is quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.

DILUTION

Net tangible book value per share represents the amount of our total tangible
assets less total liabilities, divided by the total number of shares of common
stock outstanding. Our net tangible book value at June 30, 2005 was 2,764 or
$0.001 per share of common stock. Dilution per share represents the difference
between the offering price of $0.50 per share and the net tangible book value
per share of common stock, as adjusted, immediately after this offering.

Prior to the completion of the offering, our net tangible book value was $2,764.
After giving effect to a 100% completion of the offering and after deducting
offering expenses estimated to be $5,000, our pro forma net tangible book value
will be $147,764 or $0.043 per share. This represents an immediate increase in
pro forma net tangible book value of $0.042 per share to existing stockholders
and an immediate dilution of $0.457 per share, or approximately 91% of the

offering price, to investors purchasing shares of common stock in the offering,
or should the offering be only 60% or 30% subscribed, the immediate dilution
would be respectively 95% and 97%.

Public offering Price per share $ 0.50
Net Tangible Book Value per share before offering $ 0.001
Increase Per Share attributable to sale of these shares $ 0.042
Pro-Forma Net Tangible Book Value after offering $ 0.043
Dilution per share to Public Investors $ 0.457

The following table summarizes the number of shares purchased as a percentage of
our total outstanding shares, the aggregate amount paid for such shares, the
aggregate amount paid figured as a percentage of the total amount paid, and the
average amount paid per share for such shares. For purposes of this table, the
sale to the public of these shares is assumed to have taken place as of the date
of this prospectus.

Shares Purchased Total Consideration Paid
----------------- ------------------------ Average
Number Percent Amount Percent Per Sh
------ ------- ------ ------- ------
Existing Shareholders 3,142,600 91 $ 14,660 8.9 $0.003
New Investors 300,000 9 $150,000 91.1 $0.50
--------- ---- -------- ----- ------
Total 3,442,600 100 $164,660 100 $0.030
========= ==== ======== ===== ======

The following table sets forth the estimated net tangible book value ("NTBV")
per share after the offering and the dilution to persons purchasing shares based
upon various levels of sales of the shares being achieved.

Shares outstanding prior to offering 3,142,600

Total shares offered 300,000 300,000
Shares sold 90,000 180,000
Public offering price $ 0.50 $ 0.50

Per share increase attributable to
new investors $ 0.012 $ 0.026
NTBV per share prior to offering $ 0.001 $ 0.001
---------- ---------
Post offering pro forma NTBV per share $ 0.013 $ 0.026
Dilution to new investors $ 0.487 $ 0.474
Percent of dilution of the offering price 97% 95%

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SELLING SECURITY HOLDERS

The selling shareholders named in this prospectus are offering 142,600 shares of
the common stock offered through this prospectus. The shares were acquired from
us in an offering that was exempt from registration pursuant to Regulation S of
the Securities Act of 1933, as amended, and completed in January 2005.

The following table provides as of the date of this prospectus information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. The number of shares owned by each prior to this offering; 2. The total
number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion of the
offering; 4. The percentage owned by each; and 5. The identity of the beneficial
holder of any entity that owns the shares.

To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. The column reporting the percentage
owned upon completion assumes that all shares offered are sold, and is
calculated based on 3,142,600 shares outstanding as of the date of this
prospectus.

Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
- ------------------- -------- -------- -------- --------
Rupert Allan 1,000 1,000 0 0
Jim Biniaris 1,000 1,000 0 0
Lena Biniaris 1,000 1,000 0 0
Norman Blair 1,000 1,000 0 0
Sandra Lee Bosch 1,000 1,000 0 0
Ron Bruce 1,000 1,000 0 0
Checkers Investments
Wm. A. Manuel, Principal 27,000 27,000 0 0
Andrew Coldicutt 2,000 2,000 0 0
Patti Coldicutt 3,000 3,000 0 0
Heather Conley 1,000 1,000 0 0
Allegra Costigan 1,000 1,000 0 0
Chehalis Jas Costigan 1,000 1,000 0 0

John Costigan 1,000 1,000 0 0
Leonard Drake 1,000 1,000 0 0
Maureen Elliott 1,000 1,000 0 0
Jai Farkas 1,000 1,000 0 0
Suya Farkas 1,000 1,000 0 0
Danielle Jean 1,000 1,000 0 0
Lois Jean 1,000 1,000 0 0
Mary Ann Jean 1,000 1,000 0 0
Michelle Jean 1,000 1,000 0 0
Suzanne Jean 1,000 1,000 0 0
Tammy Klashinsky 1,000 1,000 0 0
William Koble 1,000 1,000 0 0
Joanne Kotsiris 2,000 2,000 0 0
John Lepik 1,000 1,000 0 0
Daniel Maarsman Sr 1,000 1,000 0 0
David Milligan 1,000 1,000 0 0
Kerry Milligan 1,000 1,000 0 0
Nancy Morrison 1,000 1,000 0 0
Nick Papadimitriou 1,000 1,000 0 0
Sam Papadimitriou 1,000 1,000 0 0
Georgia Piliotis 1,000 1,000 0 0
Marilyn Schneider 1,000 1,000 0 0
Elaine Stupendick 1,000 1,000 0 0
Swanson Investments,
Max Quin, Principal 23,000 23,000 0 0
Tradewinds Investments,
Shakira Burrows, Principal 29,800 29,800 0 0
Turbo International,
Michael C.E. Turner, Prin. 19,800 19,800 0 0
J. Patricio Varas 1,000 1,000 0 0
Robert Woods 1,000 1,000 0 0
Robert Young 1,000 1,000 0 0
Helen Yuck 1,000 1,000 0 0
Terry Yuck 1,000 1,000 0 0

To our knowledge, none of the selling shareholders:

1. Has had a material relationship with Ammogem or any of its predecessors or
affiliates, other than as a shareholder as noted above, at any time within
the past three years; or
2. Are broker-dealers or affiliates of broker dealers; or
3. Has ever been an officer or director of Ammogem.

PLAN OF DISTRIBUTION

Ammogem is bearing all costs relating to the registration of the common stock.
While we have no formal agreement to provide funding with our director, he has
verbally agreed to advance additional funds in order to complete the
registration statement process. There has been no discussion or agreement as to
any limitation being placed on the amount of the funds the director will
provide, nor any arrangement regarding the company paying back any funds that
are advanced.

If the company's common shares are quoted for trading on the OTC Electronic
Bulletin Board the trading in our shares will be regulated by Securities and
Exchange Commission Rule 15g-9 which established the definition of a "penny
stock". For the purposes relevant to Ammogem, it is defined as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.

SHARES BEING OFFERED BY THE COMPANY

We will conduct the sale of the shares we are offering on a self-underwritten
basis. This means that we do not have an underwriter and that we will sell the
shares directly to investors. All the shares of our common stock that are being
registered for sale by the company will be sold at a price per share of $0.50.
There can be no assurance that we will sell all or any of the shares offered. We
have no arrangements or guarantees that we will sell any shares. All
subscription checks shall be made to the order of Ammogem Corp. Our offering
will terminate on the earlier of the sale of all of the shares or 180 days after
the date of the prospectus. We currently have not determined a plan of how the
company will solicit investors interested in purchasing our stock.

While we do not anticipate utilizing any registered securities broker-dealers in
connection with any sales of the shares and have no arrangements to use any
broker-dealers, we may, in our discretion, accept subscriptions for shares
through broker-dealers that are members of the National Association of
Securities Dealers, Inc. and are willing to, in connection with such sale, pay a

commission of up to 10% of the price of each share sold. No officers or
directors shall receive any commissions or compensation for their sales of the
shares pursuant to the terms hereof. In the event we engage a broker-dealer to
distribute our shares, and the broker-dealer is acting as underwriter, we will
be required to file a post effective amendment identifying the underwriter,
discussing the underwriting agreement and file the agreement as an exhibit to
the amended registration statement.

SHARES BEING OFFERED BY THE SELLING SHAREHOLDERS

The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:

1. on such public markets or exchanges as the common stock may from time to
time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.

The sales price to the public has been determined by the company to be $0.50.
The price of $0.50 per share is a fixed price until the securities are quoted
for trading on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices.

The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. Under Rule 144, several provisions must be met with
respect to the sales of control securities at any time and sales of restricted
securities held between one and two years. The following is a summary of the
provisions of Rule 144: (a) Rule 144 is available only if the issuer is current
in its filings under the Securities an Exchange Act of 1934. Such filings
include, but are not limited to, the issuer's quarterly reports and annual
reports; (b) Rule 144 allows resale of restricted and control securities after a
one year hold period, subjected to certain volume limitations, and resale by
non-affiliates holders without limitations after two years; ( c ) The sales of
securities made under Rule 144 during any three-month period are limited to the
greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the
average weekly reported trading volume in the outstanding common stock reported
on all securities exchanges during the four calendar weeks preceding the filing
of the required notice of the sale under Rule 144 with the SEC.

The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. Ammogem will apply to have
its shares of common stock quoted on the OTC Bulletin Board immediately after
the date of this prospectus. Ammogem anticipates once the shares are quoted on
the OTC Bulletin Board the selling shareholders will sell their shares directly
into any market created. Selling shareholders will offer their shares at a fixed
price of $0.50 per share until the common stock is quoted on the OTC Bulletin
Board at which time the prices the selling shareholders will receive will be
determined by the market conditions. Selling shareholders may also sell in
private transactions. Ammogem cannot predict the price at which shares may be
sold or whether the common stock will ever trade on any market. The shares may
be sold by the selling shareholders, as the case may be, from time to time, in
one or more transactions. Ammogem does not intend to enter into any arrangements
with any securities dealers concerning solicitation of offers to purchase the
shares.

Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between the
shareholders and the broker-dealers through or to which the securities are to be
sold and may vary, depending on the broker-dealers fee schedule, the size of the
transaction and other factors. The separate costs of the selling shareholders
will be borne by the shareholder. Any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock will be borne
by the selling shareholders or other party selling the common stock. The selling
shareholders will, and any broker-broker dealer or agent that participates with
the selling shareholders in the sale of the shares by them may be deemed an
"underwriter" within the meaning of the Securities Act, and any commissions or
discounts received by them and any profits on the resale of shares purchased by
them may be deemed to be underwriting commissions under the Securities Act. In
the event any selling shareholder engages a broker-dealer to distribute their
shares, and the broker-dealer is acting as underwriter, Ammogem will be required
to file a post effective amendment containing the name of the underwriter.

The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of Ammogem
common stock; and for a period commencing at least 5 business days before his
first sale and ending with the date of his last sale, bid for, purchase, or
attempt to induce any person to bid for or purchase Ammogem common stock.

We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.

LEGAL PROCEEDINGS

Ammogem is not currently involved in any legal proceedings and we are not aware
of any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The director and officer of Ammogem, whose one year term will expire on 4/30/06,
or at such time as his successor(s) shall be elected and qualified is as
follows:

Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ---------- --------------------
Lawrence Jean 58 President, 4/26/04 4/30/06
2316A Willemar Avenue Secretary,
Courtenay BC V9N 3M8 Treasurer,
Director

The foregoing person may be deemed a "promoter" of Ammogem, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been appointed and
qualified.

Our director and officer currently handles a minor amount of administrative
functions and has been responsible for completing the first phase of our
business plan. The officer currently devotes 30 hours per week to the business
of the company and intends to work on a full time basis when we raise capital of
$145,000, net of offering costs, by January 2006.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

RESUME

LAWRENCE HAMILTON JEAN

WORK HISTORY

Retired
1999 - Current

Radar Acquisitions Corp. - Calgary Canada
Founder 1995 - 1999
Ammolite Gem Mining company

* A Canadian Public company trading under the symbol RAC on the TSXV involved
in the mining and processing of Ammolite for jewelry which was marketed
internationally.

White Gold Ventures - La Rumerosa Mexico
Director 1992 - 1995
Mexican Mining company

* The company owned and mined a calcium carbonate mine in La Rumerosa, east
of Tijuana, Baja California, Mexico.

Pathfinder International Recreation Corp - Canada Founder 1986 - 1990 Motor home
vacation rental company

* Operated 5 locations in Canada and the U.S. serving a global clientele.

EDUCATION

Graduate 1968 Concordia University, Montreal Canada - Majors in both History and
Philosophy Graduate 1971 Simon Fraser University, Vancouver Canada - MBA Program

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Ammogem's voting
securities by our officer, director and major shareholder as well as those who
own beneficially more than five percent of Ammogem's common stock as of the date
of this prospectus:

Title Of Name & Amount & Percent
Class Address Nature of owner Owned
----- ------- --------------- -----
Common Lawrence Jean 3,000,000 (a) 95%
2316A Willemar Avenue
Courtenay, BC V9N 3M8

Total Shares Owned or Controlled
by the Officer & Director 3,000,000 95%

- ----------
(a) Mr. Jean received 1,000,000 shares of the company's common stock on July 7,
2004 for $100. In April 2005 Mr. Jean purchased in private transactions
2,000,000 shares held by two affiliated parties for $200, the price they
originally paid for their shares.

DESCRIPTION OF SECURITIES

Ammogem's Certificate of Incorporation authorizes the issuance of 80,000,000
shares of common stock, .0001 par value per share and 20,000,000 shares of
preferred stock, .0001 par value per share. Holders of shares of common stock
are entitled to one vote for each share on all matters to be voted on by the
stockholders. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared from time to time by the board of
directors in its discretion, from funds legally available therefore. In the
event of a liquidation, dissolution, or winding up of Ammogem, the holders of
shares of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no preemptive
or other subscription rights, and there are no conversion rights or redemption
or sinking fund provisions with respect to such shares. Delaware law does not
have any anti-takeover provision that would delay or prevent a change in
control.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.

LEGAL MATTERS

Karen Batcher, our legal counsel, has provided an opinion on the validity of our
common stock.

SECURITIES ACT INDEMNIFICATION DISCLOSURE

The Articles and By-Laws of Ammogem have no specific provisions to allow for the
indemnification of the officer and director in regard to his carrying out the
duties of his offices. Indemnification of directors and officers is as provided
by the General Corporate Law of the State of Delaware. We have been advised that
in the opinion of the Securities and Exchange Commission indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities is asserted by our
director, officer, or other controlling person in connection with the securities
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court's decision.

ORGANIZATION IN THE LAST FIVE YEARS

DESCRIPTION OF BUSINESS

GENERAL INFORMATION

Ammogem Corp. was incorporated in Delaware on December 7, 2000 as All Asia
Imports, Inc. On April 26, 2004 the company filed an amended Certificate of
Incorporation to change the name to Ammogem Corp. The company was incorporated
by its resident agent and had no operations from the time of its original
formation in December 2000 until Mr. Jean was elected and began initial
operations in pursuit of the company's current business plan goals. In July of
2004 Mr. Jean, acting as sole officer and director, voted to seek capital and
began development of our business plan. We have taken the following steps:
developed our business plan, secured the URL www.ammogem.com, and initiated our
website. Our web site is currently in its development stage. The features are
limited to the logo, a brief description of the gemstone and a contact e-mail.

We are a development stage company with no revenues or profits. There has been
no bankruptcy, receivership or similar proceedings. There have been no material
reclassifications, mergers, consolidations, or purchase or sale of a significant
amount of assets not in the ordinary course of business.

INDUSTRY HISTORY

Ammolite is a rare and valuable opal-like organic gemstone that comes from the
fossilized shells of Ammonites, extinct mollusks of the class Cephalopoda, a
predecessor to the squid and the South Pacific nautilus. Their history begins
more than 65 million years ago when the continents were evolving into the shapes
we are familiar with today. During this time the interior of North America was
partially submerged under the Bearpaw Sea which bordered the developing Rocky
Mountains. The Ammonite had coiled shells with gas-filled chambers that provided
buoyancy and propulsion. They were a favored meal of marine reptiles which would
extract the squid and discard the empty shell which then sank to the sea floor
to be buried in the mineral-rich sediment. During the fossilization process the

sediment not only preserved the shell but also enhanced the shell's colors into
iridescent greens, yellows, reds and rare blues and violets. It is one of three
biogenic gemstones, the other two being pearl and amber. To date marketable
ammolite has only been found in, and commercially exploited from, the Bearpaw
Formation of southern Alberta, Canada. Outcrops of the Bearpaw Formation are
recognized in the Canadian provinces of Alberta and Saskatchewan, and in the
U.S. state of Montana. In 1981, ammolite was given official gemstone status by
the World Jewelry Confederation, the same year commercial mining of the ammolite
began. In 1998, ammolite was declared to be a mineral rather than a fossil under
Alberta Law, removing any possible mining restrictions that may have been
imposed if it had been declared a fossil.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

Ammogem Corp. intends to market and sell a variety of Ammonite gemstone products
including complete fossil pieces, jewelry, do-it-yourself polishing kits and
Feng Shui healing stones. We plan to utilize our website www.ammogem.com, trade
shows, as well as eBay and the Home Shopping Network (HSN), to market our
products. Management has experience in the mining industry, but has no specific
experience in the retailing of ammolite products.

Each ammolite gemstone is unique in brilliance, color and pattern. The rarest
and most desirable show three or more colors. The iridescent opal-like play of
color is due to its microstructure and, unlike other gems whose colors come from
light refraction, the iridescent color of ammolite comes from interference with
the light that rebounds from the stacked layers of thin platelets that make up
the ammolite. The thicker the layers, the more reds and greens are produced, the
thinner the layers, the more blues and violets predominate. Reds and greens are
the most commonly seen colors, owing to the fragility of the finer layers
responsible for the blues. The grading of the stone (AA, A+, A and A- from
highest to lowest) is based upon the following considerations:

Color Range - A large array of color is displayed in ammolite, including
all the spectral colors found in nature. Red and green are far more common
than blue or purple. There are also certain hues, like crimson, violet or
gold, which are derived from a combination of the primary colors, that are
the rarest and in high demand. The most valuable grades have roughly equal
portions of three or more primary colors or 1-2 bright and even colors,
with the lowest grades having one comparatively dull color predominant.

Directional - Chromatic shift is how the colors vary with the angle of
viewing and the angle of light striking the gemstone. In higher grades this
variation is almost prismatic in its scope, while lower grades show very
little variation. Rotational range is how far the specimen can be turned
while maintaining its play of color. The best rotate 360 degrees
uncompromised, while lesser stones may exhibit directional colors that are
only visible within a narrow rotational range, down to 90 degrees or less.

Reflective Intensity - The brightness of colors and their iridescence is
essentially dependent on how well-preserved the shell is and how fine and
orderly the layers are. The quality of polish is also a factor. The most
prized ammolite is the sheet type which has broad, uninterrupted swathes of
color.

The ammolite itself is actually a very thin sheet, 0.02 to 0.03 inches in
thickness. Rarely is ammolite without its matrix, which is typically a grey to
brown shale. When exposed to the elements the thin ammolite tends to crack and
flake. Occasionally a complete ammonite shell (fossil) is recovered with its
structure well-preserved. While these shells may be as large as 35.5 inches in
diameter, the iridescent ammonites are typically much smaller.

Rough ammolite that is durable and thick enough to be used is processed as
follows: cut, trimmed, stabilized if necessary, ground to optimum colors,
polished and shaped. Because the ammolite layer is very thin most gems are
composite stones; these usually take the form of two-part doublets, with the
ammolite layer adhered with epoxy to a dark backing material usually the matrix
or mother rock from which the ammolite was quarried, or black onyx or glass may
also be used. In composites where the ammolite layer is exceptionally thin, a
third component is used; this constitutes a triplet, with a durable and
transparent convex "cap". This cap is usually either synthetic quartz or spinel,
or in lower-end productions, glass. Two types of solids are also produced:
two-sided (ammolite on both sides) and one-sided (a natural assemblage of
ammolite attached to its shale backing).

Ammolite is often damaged by cracking and flaking due to environmental exposure.
The thin, delicate sheets in which ammolite occurs are also problematic. For
these reasons most material is impregnated with a clear epoxy or other synthetic
resin to stabilize it during cutting. Although any cracking present cannot be
repaired, the epoxy prevents further flaking and helps protect the soft surface
from scratching.

The four specific ammolite gemstone markets we intend to target are:

Jewelry - Ammolite is used in all forms of jewelry. It is generally
fashioned into freeform cabochons (convex shaped, polished but not faceted)
and mounted in gold with diamond accents. Because it is soft and will
scratch easily, it is best suited for brooches, pendants or earrings. If
used as a ring stone, ammolite should be given a hard protective cap,
namely one of synthetic spinel as used in triplets.

Complete Fossils - Intact ammonite fossils from the Bearpaw formation are
rare. There are currently waiting lists for the finer specimens which
measure approximately 22" - 25" and weigh 50 lbs.

Healing Stones - The Blackfeet Indian tribe knows ammolite as iniskim and
have long believed it to possess healing powers and incorporate the gem
into their medicine bundles for use in ceremonies. In the late 1990's
practitioners of Feng Shui, the Ancient Chinese practice of configuring
home or work environments to increase the flow of "chi" or vital energy to
promote health, happiness, and prosperity, began to promote ammolite as an
"influential" stone with what they believe is the power to enhance
well-being and detoxify the body. Named the "Seven Color Prosperity Stone"
each color is believed by Feng Shui practitioners to influence in different
and positive ways; a combination of ruby red, emerald green and amber
yellow is most sought after for this purpose, the colors being said to
enhance growth, wisdom and wealth respectively.

Lapidary Polishing Kits - For those who wish to polish their own ammolite
pieces. Each kit contains a rough ammolite stone, complete set of polishing
abrasives (grit kit), jewelry findings and booklet A GUIDE FOR AMMOGEM
POLISHERS.

We intend to raise $145,000, net of offering costs, by January 2006 to continue
executing our business plan. We have determined we need to raise funds by that
date in order to meet our twelve month budget. If we are unsuccessful at
securing funding by January of 2006, the company intends to adjust its time line
forward for delivering its products until funding is secured. There is no
assurance that the company will be able to raise $145,000 in our offering.

Although other ammolite dealers exist we believe we will be a strong competitor.
We plan to achieve all of our business plan goals, however, there is no
guarantee we will be successful in implementing our business plan. We have a
budget of $145,000 to continue implementing our business plan. We plan to raise
$145,000 by January 2006, net of $5,000 offering costs, in order to meet our
overall business plan goals. If we receive partial funding we would continue in
a reduced capacity by possibly modifying our business plan and achieving our
goals at a slower pace while we seek additional funding sources.

Although Ammogem intends to implement its business plan through the foreseeable
future and will do its best to mitigate the risks associated with its business
plan, there can be no assurance that such efforts will be successful. If we are
incapable of executing our business plan we would then investigate reasonable
business options available to retain value for our shareholders. We could
continue making progress on our business plan by developing alternatives such as
limiting the scope of the products we offer clients to reduce costs, adjusting
or reducing our in-house marketing costs, or reducing the costs for the
development of our web site, and adjusting our timeline for the delivery of our
products. If only partial funding is received we intend to follow our twelve
month time frame, but in a reduced capacity. The level or reduction of our
business operations could be commensurate with any given level of funding. We
could decrease the number of products we offer, reduce in-house marketing
efforts, and adjust our general overhead to any partial funding conditions. We
could reduce or eliminate salaries or postpone asset purchases. In a partial
funding scenario we would seek to expand our website design and begin our
marketing efforts while seeking to eliminate other costs.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

Ammogem plans to market and sell its Ammolite products at its own proposed
website, via eBay and Home Shopping Network and at Gem and Lapidary trade shows.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES

Ammogem has no new product or service planned or announced to the public.

COMPETITION AND COMPETITIVE POSITION

Ammogem's competitors for our targeted market have longer operating histories,
larger customer bases, and greater brand recognition than Ammogem. Major
competitors are ammolites.com, canadafossils.com, ammolite-guaranteed.com, and
darlin-jewellers.com. We are not aware of any significant barriers to Ammogem's
entry into the Ammolite industry, however, we currently have no sales or share
of this market.

SUPPLIERS AND SOURCES OF RAW MATERIALS

On July 15, 2004 we signed an exclusive license agreement with Ammogem Canada to
supply us with our inventory of Ammolite products. A copy of the license
agreement is included as Exhibit 10 to this prospectus.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We will not depend on any one or a few major customers.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

As of the date of this filing, we have secured our Internet domain name
www.ammogem.com. We currently have no plans for trademark protection of our name
or products, however, management will assess the need for such on an ongoing
basis.

On July 15, 2004 the Company entered into an Exclusive License Agreement with
Ammogem Minerals Canada, Ltd. In order to keep the license in good standing and
if force and effect, we were obligated to pay $5,000 by October 31, 2004 (paid
in October 2004) and reimburse Ammogem Canada for exploration and development
costs of up to $10,000, of which we have paid $2,100 to date. We are also
obligated under the terms of the license agreement to pay Ammogem Canada 40% of
the gross revenues in exchange for the acquisition of the minerals, processing
and providing inventory on consignment for sale by us. Mr. Lawrence Jean, our
officer and director, owns Ammogem Minerals Canada, Ltd.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Ammogem is not required to apply for or have any government approval for its
products or services.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

We will be subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We will also be subject
to common business and tax rules and regulations pertaining to the operation of
our business in Canada and the United States. These would include a business
licenses as well as obtaining a Canadian federal tax number to collect the

federal Goods and Services Tax (GST) on all sales made within Canada. The only
trade rules that could apply to our business would be duties and taxes. Any
products that are produced or manufactured in the U.S., Canada or Mexico would
fall under the North American Free Trade Agreement (NAFTA) and would be duty
free providing they are accompanied by a certificate of origin.

We are also aware that as the Internet becomes increasingly popular, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and security of information.
Furthermore, the growth of electronic commerce may prompt demand for more
stringent consumer protection laws. Several U.S. states have proposed
legislation to limit the uses of personal user information gathered online or
require online services to establish privacy policies. The Federal Trade
Commission has also initiated action against at least one online service
regarding the manner in which personal information is collected from users and
provided to third parties and has proposed regulations restricting the
collection and use of information from minors online. We do not currently have
plans to provide personal data regarding our customers to any third parties and
currently do not plan to identify registered users by age. However, the adoption
of additional privacy or consumer protection laws could create uncertainty in
usage of the Internet and reduce the demand for our products or require us to
redesign our web site. We are uncertain as to how our business could be impacted
by the application of existing laws governing issues such as property ownership,
copyrights, encryption and other intellectual property issues, taxation, libel,
obscenity, qualification to do business and personal privacy. The vast majority
of these laws were adopted prior to the advent of the Internet. As a result,
they do not contemplate or address the unique issues of the Internet and related
technologies. Changes in laws intended to address these issues could create
uncertainty in the Internet marketplace. This uncertainty could reduce demand
for our products through our proposed internet sales, increase the cost of doing
business as a result of litigation costs and/or increase product delivery costs.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Ammogem has expended no funds for research and development costs since
inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Ammogem is not aware of any environmental regulations that could directly affect
its operations, but no assurance can be given that environmental regulations
will not, in the future, have a material adverse impact on our business.

NUMBER OF EMPLOYEES

Ammogem's only current employee is its officer who devotes 30 hours per week to
manage the affairs of the company. The officer intends to work on a full time
basis when Ammogem raises capital per its business plan. Our business plan does
not call for hiring any new full-time employees during the next twelve months,
however if revenues are sufficient to cover the expense management will evaluate
the need for any more employees.

REPORTS TO SECURITIES HOLDERS

We will provide an annual report to our shareholders including audited financial
statements pursuant to Item 101c of Regulation S-B. We will make our financial
information equally available to any interested parties or investors through
compliance with the disclosure rules of Regulation S-B for a small business
issuer under the Securities Exchange Act of 1934. Ammogem will become subject to
disclosure filing requirements upon the effective date of this prospectus,
including filing Form 10-KSB annually and Form 10-QSB quarterly. In addition, we
will file Form 8-K and other proxy and information statements from time to time
as required. We do not intend to voluntarily file the above reports in the event
our obligation to file such reports is suspended under the Exchange Act. The
public will be able to read and copy any materials that we file with the
Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room
at 450 Fifth Street NW, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.

PLAN OF OPERATION

Ammogem's current cash balance is $5,664. Our director has agreed to provide
additional funding that will enable us to maintain a positive cash flow needed
to pay for our current level of operating expenses over the next twelve months,
which would include office expenses, bookkeeping and audit fees and website
costs. There are no formal commitments or arrangements with our director to
advance or loan funds to Ammogem. There are no terms regarding repayment of any
loan or capital contribution. If we experience a shortage of funds for our
registration costs prior to funding, our director has also informally agreed to
advance funds to allow us to pay for offering costs, filing fees, and
correspondence with our shareholders. In order to achieve our business plan
goals, we will need to raise capital through the sale of equity securities. We
are a development stage company and have generated no revenue to date. We have
sold $14,660 in equity securities to pay for our operations to date. We estimate
our current cash balance of $5,664 will be sufficient for office expenses and
fees through January 2006, our director has agreed to provide additional funding
over the next twelve months or until we are able to receive funding per our
business plan.

Our independent auditors have expressed an opinion that our operating losses
since inception raise substantial doubt as to our ability to continue as a going
concern. We are dependent upon our ability to raise the additional funding
needed to complete our business plan goals over the next twelve months.

As of the date of this filing, we have taken the following steps: developed our
business plan, secured the Internet domain name www.ammogem.com, and initiated
our website. We are now in the process of registering with the Securities and
Exchange Commission the securities we sold in July 2004 through January 2005 and
an additional 300,000 shares for sale by the Company. We have a budget of
$145,000 to continue implementing our business plan. We plan to raise $145,000

by January 2006, net of $5,000 offering costs, in order to meet our overall
business plan goals. If we are unsuccessful at securing funding by January of
2006, the company intends to adjust its time line forward for delivering its
products until funding is secured.

Upon securing funding by January of 2006, our plan for delivering our products
is as follows:

FEBRUARY/MARCH 2006

We will start purchasing the necessary equipment and office furniture for the
business, such as a computer, shipping/labeling machine, and inventory shelving
and racking, the estimated one-time cost for these is $6,000. Hire a website
designer to expand the preliminary website at www.ammogem.com as well as provide
search engine optimization for our website domain (estimated one time cost of
$20,000). We will start placing orders for our initial inventory to be delivered
within thirty to sixty days. We will set aside approximately $25,000 to $30,000
to cover the 40% of retail sales which will be owed to Ammogem Canada upon the
sale of this inventory. Lawrence Jean will be responsible for these duties and
we will begin paying him a management salary of $1,500.

APRIL 2006

We plan to attend and display our products at the B.C. Gem Show in Abbotsford,
BC March 31st - April 2nd. The rental of a 10' x 10' booth is $1,250. Lawrence
Jean will be responsible for setting up and manning the booth. We estimate the
total cost of attending this trade show to be $3,000. We anticipate setting
aside $10,000 for the 40% of retail sales owed to Ammogem for the inventory we
will display and sell at the trade shows we will be attending in April and May.

MAY/JUNE 2006

We begin taking delivery of our initial inventory and will concurrently order
packaging/shipping supplies. We estimate our initial order for
packaging/shipping materials will be for 2,000 units at an estimated cost of
$.50 per unit. Website maintenance is estimated to continue at $500 per month.
Lawrence Jean will be responsible for these duties. We plan to attend and
display our products at the Whole Bead Show in Vancouver, BC May 5th - 7th. The
rental of an 8.5' x 6' booth is $1,020. Lawrence Jean will be responsible for
setting up and manning the booth. We estimate the total cost of attending the
trade show to be $4,000.

JULY/AUGUST 2006

Begin advertising campaign in gemstone and lapidary publications such as
Canadian Rockhound Magazine and other lapidary publications, and online at sites
such as HSN and eBay. We estimate the initial setup of our marketing campaign to
cost $4,000 and continue at a monthly rate of $2,000. Lawrence Jean will be
responsible for these duties.

SEPTEMBER/OCTOBER 2006

We will continue our marketing efforts, focusing on HSN and Ebay as well as
follow up interest generated from the trade shows. We estimate spending an
additional $10,000 for inventory payments to Ammogem Canada. We also anticipate
paying the remaining exploration and development costs of $7,900 to Ammogem
Canada during this time.

NOVEMBER/DECEMBER 2006

We will continue our marketing efforts, focusing on gift sales for the Christmas
season.

JANUARY 2007

We anticipate our sales will have reached a level that will sustain our business
operations and allow us to begin hiring employees as necessary.

In order to meet all of our current business plan goals, we need to receive
funding. We intend to use funding we receive to provide cash for our business
plan during the next twelve months as cash flow from sales is not estimated to
reach a level to sustain our business operations until January 2007. We will
face considerable risk in each of our business plan steps, such as difficulty
obtaining inventory for sale, longer than anticipated lead time necessary for us
to complete our marketing plan, and a shortfall of funding due to our inability
to raise capital. If no funding is received during the next twelve months, we
may utilize one or more options such as use existing cash in the bank, funds
loaned by our director, or we might ask our shareholders for funds. Neither our
director nor our shareholders have any formal commitments, arrangements or legal
obligation to advance or loan funds to Ammogem. To date, there have been no
loans by the director to Ammogem, no negotiated material terms or agreed upon
amounts, and no formalized agreements of any kind.

Should we receive only partial funding we intend to follow our twelve month time
frame, but in a reduced capacity. We could modify our business plan to implement
our plan over a longer timetable or reduce the scope of services offered. The
level or reduction of our business operations could be commensurate with any
given level of funding. We could decrease the number of products we offer,
reduce in-house marketing efforts, or adjust our general overhead to any partial
funding conditions. We could reduce or eliminate salaries, postpone inventory
purchases, and reduce the number or type of products offered. In a partial
funding scenario we would seek to expand our website design and begin our
marketing efforts while seeking to eliminate other costs.

DESCRIPTION OF PROPERTY

Ammogem's principal executive office address is 2316A Willemar Avenue, Courtenay
BC, Canada V9N 3M8. The principal executive office and telephone number are
provided by the officer of the corporation. We consider our current principal
office space arrangement adequate until such time as we achieve our business
plan goal of raising capital of $150,000 and then begin hiring new employees per

our business plan. When our revenues reach a point to sustain operations, we
plan to rent approximately 1,000 square feet of warehouse and office space in
Courtenay BC. We are aware of available space that would fit our needs, but at
this time we have not entered into any lease arrangements for the space.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Jean,
the officer of the corporation. The costs associated with the use of the
telephone and mailing address were deemed to be immaterial as the telephone and
mailing address were almost exclusively used by him for other business purposes.

On July 7, 2004, the Company issued 1,000,000 shares of its $0.0001 par value
common stock to Mr. Jean, the officer and director of the Company in exchange
for cash in the amount of $100. In April 2005 Mr. Jean purchased in private
transactions 2,000,000 shares held by two shareholders for cash in the amount of
$200, the amount the shareholders originally paid for their shares.

Mr. Jean, our sole officer and director, is the only "promoter" of Ammogem, as
that term is defined in the rules and regulations promulgated under the
Securities and Exchange Act of 1933.

MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

Ammogem plans to contact a market maker to obtain a listing for trading on the
OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network which provides information on current "bids" and "asks" as well as
volume information.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus, Ammogem had 44 shareholders
of record. We have paid no cash dividends and have no outstanding options. As of
the date of this filing, there have been no discussions or understandings
between Ammogem nor anyone acting on our behalf with any market maker regarding
participation in a future trading market for our securities.

Pursuant to this registration statement the company is seeking to register
142,600 shares held by 43 non-affiliated shareholders and 300,000 shares offered
by the company. 3,000,000 shares held by our officer and director, are not being
registered pursuant to this filing.

EXECUTIVE COMPENSATION

Ammogem's current officer receives no compensation. The only current Director is
Mr. Lawrence Jean.

Summary Compensation Table

Other
Name & Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs(#) Payouts($) sation($)
- -------- ---- --------- -------- --------- ----------- ------- ---------- ---------

L Jean 2004 -0- -0- -0- -0- -0- -0- -0-
President

There are no current employment agreements between the company and its executive
officer nor understandings regarding future compensation.

The director and principal officer has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
proper salaries. The officer and director has the responsibility to determine
the timing of remuneration for key personnel. Per our business plan, if we are
successful in raising funds from our proposed offering, we have verbally agreed
to pay our officer a $1,500 per month salary.

FINANCIAL STATEMENTS

The audited financial statements of Ammogem as of December 31, 2004 and December
31, 2003, and from December 7, 2000 (inception) through June 30, 2005 and
related notes which are included in this offering have been examined by Oscar
Ibarra, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ARMANDO C. IBARRA
Certified Public Accountants
A Professional Corporation

Armando C. Ibarra, C.P.A. Members of the California Society of
Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the of American Institute
of Certified Public Accountants
Registered with the Public Company
Accounting Oversight Board

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of
Ammogem Corp.

We have reviewed the accompanying balance sheets of Ammogem Corp. as of June 30,
2005, and the related statements of operations, changes in stockholders' equity,
and cash flows for the six and three months ended June 30, 2005 and 2004, and
for the period of December 7, 2000 (inception) through June 30, 2005 in
accordance with Statements on Standards for Accounting Review Services issued by
the American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of management.

We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the standards of the Public Company Accounting Oversight Board, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order for them to be in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is currently in the development stage. Because
of the Company's current status and limited operations there is substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to its current status are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Armando C. Ibarra, CPA-APC
- -----------------------------------
Armando C. Ibarra, CPA-APC

August 16, 2005
Chula Vista, California

371 E. Street Chula Vista, Ca. 91910
tel: (619) 422-1348 fax: (619) 422-1465

F-1

AMMOGEM CORP.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------

As of As of
June 30, December 31,
2005 2004
-------- --------

ASSETS
CURRENT ASSETS
Cash $ 5,664 $ 6,508
-------- --------
TOTAL CURRENT ASSETS 5,664 6,508

OTHER ASSETS
License agreement 5,000 5,000
-------- --------
TOTAL OTHER ASSETS 5,000 5,000
-------- --------

TOTAL ASSETS $ 10,664 $ 11,508
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Note payable $ 7,900 $ 7,900
-------- --------
TOTAL CURRENT LIABILITIES 7,900 7,900
-------- --------

TOTAL LIABILITIES 7,900 7,900

STOCKHOLDERS' EQUITY
Common stock ($.0001 par value, 20,000,000 shares authorized;
3,142,600 and 3,136,600 shares issued and outstanding as of June
30, 2005 and December 31, 2004, respectively) 315 314
Paid-in capital 14,345 13,646
Deficit accumulated during development stage (11,896) (10,352)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,764 3,608
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,664 $ 11,508
======== ========

See Notes to Financial Statements

F-2

AMMOGEM CORP.
(A Development Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------

December 7, 2000
Six Months Three Months Three Months Three Months (inception)
Ended Ended Ended Ended through
June 30, June 30, June 30, June 30, June 30,
2005 2004 2005 2004 2005
----------- ---------- ----------- ------------ -----------

REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
----------- ---------- ----------- ------------ -----------
TOTAL REVENUES -- -- -- -- --

GENERAL & ADMINISTRATIVE EXPENSES 1,544 -- 296 -- 11,896
----------- ---------- ----------- ------------ -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 1,544 -- 296 -- 11,896
----------- ---------- ----------- ------------ -----------

NET LOSS $ (1,544) $ -- $ (296) $ -- $ (11,896)
=========== ========== =========== ============ ===========

BASIC LOSS PER SHARE $ (0.00) $ -- $ (0.00) $ --
=========== ========== ============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,141,871 -- 3,142,600 --
=========== ========== ============ ===========

See Notes to Financial Statements

F-3

AMMOGEM CORP.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From December 7, 2000 (inception) through June 30, 2005
- --------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

Net lncome, December 7, 2000
(inception) through
December 31, 2000 -- --
---------- -------- ------- -------- -------
BALANCE, DECEMBER 31, 2000 -- -- -- -- --
---------- -------- ------- -------- -------
Net lncome, December 31, 2001 -- --
---------- -------- ------- -------- -------
BALANCE, DECEMBER 31, 2001 -- -- -- -- --
---------- -------- ------- -------- -------
Net lncome, December 31, 2002 -- --
---------- -------- ------- -------- -------
BALANCE, DECEMBER 31, 2002 -- -- -- -- --
---------- -------- ------- -------- -------
Net lncome, December 31, 2003 -- --
---------- -------- ------- -------- -------
BALANCE, DECEMBER 31, 2003 -- -- -- -- --
---------- -------- ------- -------- -------
Common stock issued for cash
on August 5, 2004 3,000,000 300 300

Common stock issued for cash
on August 30, 2004 15,000 2 1,498 1,500

Common stock issued for cash
on September 21, 2004 80,800 8 8,072 8,080

Common stock issued for cash
on October 26, 2004 30,800 3 3,077 3,080

Common stock issued for cash
on December 15, 2004 10,000 1 999 1,000

Net loss, December 31, 2004 (10,352) (10,352)
---------- -------- ------- -------- -------
BALANCE, DECEMBER 31, 2004 3,136,600 314 13,646 (10,352) 3,608
---------- -------- ------- -------- -------
Common stock issued for cash
on January 26, 2005 6,000 1 599 600

Contributed capital on
April 5, 2005 100 100

Net Loss, June 30, 2005 (1,544) (1,544)
---------- -------- ------- -------- -------

BALANCE, JUNE 30, 2005 3,142,600 $ 315 $14,345 $(11,896) $2,764
========== ======== ======= ======== =======

See Notes to Financial Statements

F-4

AMMOGEM CORP.
(A Development Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------

December 7, 2000
Six Months Six Months Three Months Three Months (inception)
Ended Ended Ended Ended through
June 30, June 30, June 30, June 30, June 30,
2005 2005 2005 2004 2005
-------- -------- -------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (1,544) $ -- $ (296) $ -- $(11,896)
Changes in operating assets and liabilities:
(Increase) decrease in license agreement -- -- -- -- (5,000)
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (1,544) -- (296) -- (16,896)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES -- -- -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of commons stock 600 -- -- -- 14,560
Proceeds in paid in capital 100 100 -- 100
Proceeds from note payable -- -- -- -- 7,900
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 700 -- 100 -- 22,560
-------- -------- -------- -------- --------

NET INCREASE (DECREASE) IN CASH (844) -- (196) -- 5,664

CASH AT BEGINNING OF PERIOD 6,508 -- 5,860 -- --
-------- -------- -------- -------- --------

CASH AT END OF PERIOD $ 5,664 $ -- $ 5,664 $ -- $ 5,664
======== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid $ -- $ -- $ -- $ --
======== ======== ======== ========
Income taxes paid $ -- $ -- $ -- $ --
======== ======== ======== ========

See Notes to Financial Statements

F-5

AMMOGEM CORP.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2005

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Ammogem Corp. (the Company) was incorporated under the laws of the State of
Delaware on December 7, 2000 under the name All Asia Imports, Inc. On April 26,
2005 the board approved a name change to Ammogem Corp. The Company is in the
development stage. Its activities to date have been limited to capital
formation, organization, set-up of a website, and development of its business
plan and a target customer market.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.

B. BASIC EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective December 30, 1999 (inception).

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

D. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

F-6

AMMOGEM CORP.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2005

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. INCOME TAXES (CONTINUED)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 4. GOING CONCERN

The accompanying financial statements are presented on a going concern basis.
The Company generated net losses of $11,896 during the period from December 7,
2007 (inception) to June 30, 2005. This condition raises substantial doubt about
the Company's ability to continue as a going concern. Because the Company is
currently in the development stage and has minimal expenses, management believes
that the company's current cash of $5,664 is sufficient to cover the expenses
they will incur during the next twelve months.

Management plans to raise additional funds through debt or equity offerings.
Management has yet to decide what type of offering the Company will use or how
much capital the Company will attempt to raise. There is no guarantee that the
Company will be able to raise any capital through any type of offerings.

NOTE 5. RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property. A director
provides office services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities as they
become available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.

F-7

AMMOGEM CORP.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2005

NOTE 5. RELATED PARTY TRANSACTION - (CONTINUED)

On July 15, 2004 the Company entered into an Exclusive License Agreement with
Ammogem Minerals Canada, Ltd. In order to keep the license agreement in good
standing and in force and effect, Ammogem was obligated to pay $5,000 by October
31, 2004 and obligated to pay 40% of the gross revenues of the licensee. The
Company is also obligated to reimburse Ammogem Canada $10,000 for exploration
and development costs. An officer of the Corporation owns Ammogem Minerals
Canada, Ltd.

As of June 30, 2005, the Company owed Ammogem Canada $7,900 toward the
exploration and development cost. The $7,900 is recorded as a note payable. No
repayment terms have been set.

NOTE 6. INCOME TAXES

As of June 30, 2005
-------------------
Deferred tax assets:
Net operating tax carryforwards $ 1,784
Other 0
-------
Gross deferred tax assets 1,784
Valuation allowance (1,784)
-------

Net deferred tax assets $ 0
=======

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

2000 Net Operating Income $ 0
2001 Net Operating Income 0
2002 Net Operating Income 0
2003 Net Operating Income 0
2004 Net Operating Loss (10,352)
2005 Net Operating Loss (six months) (1,544)
--------

Net Operating Loss $(11,896)
========

As of June 30, 2005, the Company has a net operating loss carryforwards of
approximately $11,896. The operating loss carryforward expires twenty years from
the date the loss was incurred.

F-8

AMMOGEM CORP.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2005

NOTE 8. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.

On August 5, 2004 the Company issued 3,000,000 shares of common stock for cash
valued at $0.001 per share.

On August 30, 2004 the Company issued 15,000 shares of common stock for cash
valued at $0.10 per share.

On September 21, 2004 the Company issued 80,800 shares of common stock for cash
valued at $0.10 per share.

On October 26, 2004 the Company issued 30,800 shares of common stock for cash
valued at $0.10 per share.

On December 15, 2004 the Company issued 10,000 shares of common stock for cash
valued at $0.10 per share.

On January 26, 2005 the Company issued 6,000 shares of common stock for cash
valued at $0.10 per share.

As of June 30, 2005 the Company had 3,142,600 shares of common stock issued and
outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2005:

* Common stock, $0.0001 par value: 20,000,000 shares authorized;
3,142,600 shares issued and outstanding.

F-9

Dealer Prospectus Delivery Obligation

"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

Securities and Exchange Commission registration fee $ 28
Accounting fees and expenses $3,000
Legal fees $ 700
Printing and mailing fees $ 372
Transfer Agent fees $ 900
------
Total $5,000
======

Ammogem will pay all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders.

RECENT SALES OF UNREGISTERED SECURITIES

On July 7, 2004, the Board of Directors authorized the issuance of 1,000,000
shares of common stock to Mr. Jean for $100 and 2,000,000 shares to two
affiliated parties for $200, a price of $0.0001 per share. In issuing the
shares, the company relied upon Section 4(2) of Securities Act of 1933, as
amended (the "Act"), under Rule 144. The price per share was an arbitrary price
set by the board of directors. Subsequent to that sale Mr. Jean purchased in
private transactions the 2,000,000 shares held by the affiliated parties,
resulting in Mr. Jean now holding 3,000,000 shares.

From the period of approximately July 1, 2004 until January 31, 2005, the
company offered and sold 142,600 shares at $0.10 per share to 43 non-affiliated
private investors. The company relied upon Regulation S, category 3 of Rule 903
of the Securities Act of 1933, as amended (the "Act"). Each prospective investor
was given a private placement memorandum designed to disclose all material
aspects of an investment in the company, including the business, management,
offering details, risk factors and financial statements. Each investor also
completed a subscription confirmation letter and private placement subscription
agreement whereby the investors certified that they were purchasing the shares
for their own accounts, were non U.S. persons, and had adequate and reasonable

II-1

opportunity and access to any corporate information necessary to make an
informed investment decision, that the securities would be resold in accordance
with Regulation S or pursuant to an available exemption. This offering was not
accompanied by general advertisement or general solicitation and the shares were
issued with a Regulation S restrictive legend. In addition, the Company has
adopted in conjunction with the sale of these securities a board resolution to
refuse to register or transfer any of the securities not made in accordance with
the provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration.

Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.

EXHIBITS

Exhibit 3.1 Articles of Incorporation Included
Exhibit 3.2 Bylaws Included
Exhibit 5 Opinion re: Legality Included
Exhibit 10 Licensing Agreement with Ammogem
Minerals Canada Included
Exhibit 23.1 Consent of legal counsel Included in Exhibit 5
Exhibit 23.2 Consent of independent auditor Included

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
ii. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
iii. Include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

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2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and that
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the City of Courtenay,
Province of British Columbia, on September 13, 2005.

Ammogem Corp.

By /s/ Lawrence Jean
----------------------------
Lawrence Jean
(Principal Executive Officer,
Principal Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ Lawrence Jean September 13, 2005
- --------------------------------- ------------------
Lawrence Jean, President Date
(Principal Executive Officer, Principal
Accounting Officer, Principal Financial Officer)

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