As filed with the Securities and Exchange Commission on
October 22, 2015November 9, 2018.Registration
No: 333-199478 ================================================================================No. 333-228040UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
To
FORM
S-1/A (AMENDMENT NO. 5)S-1REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBER GROUP,NATURAL HEALTH FARM HOLDINGS INC.
(Name(Exact Name of
small business issuerRegistrant as Specified inits charter)Its Charter)
| Nevada | 8731 | 98-1032170 |
| (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
20 North Orange Ave., Suite 1100
Orlando, Florida 32801
(407) 476-8976
(Address, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant's principal executive offices)
INCORP SERVICES, INC.
2360 CORPORATE CIRCLE -SUITE 400
HENDERSON, NV 89074
(702)-866-2500
(Name, address, including zip code, and telephone number,
including area code,Registrant’s Principal Executive Offices)
Copies to:
William B. Barnett, Esq.
Law Offices of agent for service)
Copies of Communications to:
BaumanBarnett & Associates Law Firm
Frederick C. Bauman
5595 Egan Crest Dr.
Las Vegas ,Nevada 89131
Tel: (702)533-8372
Fax: (310) 564-1912
Linn
23548 Calabasas Road, Suite 106
Calabasas, CA 91302
Telephone: (818) 436-6410
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement becomes effective.
Statement.
If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [X]
box. ☒
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: [ ]
offering. ☐
If this form is a post-effective registration statementamendment 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: [ ]
offering. ☐
If this form is a post-effective registration statementamendment 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: [ ]
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or, an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer”, “smaller reporting company”, and "smaller
reporting company"“emerging growth company”, in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ]
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, [X]
(Doindicate by check mark if the registrant has elected not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Titleto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Each Proposed Proposed
Classthe Securities Act. ☐
Title of each class of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
| Common Stock, par value $0.001 per share, offered by GHS Investment, LLC | 10,638,298 | $1.88 | $20,000,000 | $2,490.00 |
| Common Stock, par value $0.001 per share, offered by Selling Shareholders | 1,974,500 | $2.35 | $ 4,640,075 | $577.69 |
| Total | 12,612,798 | $24,640,075 | $3,067.69 |
(1) Pursuant to Rule 416 under the Securities Act of Maximum Maximum
Securities Offering Aggregate Amount1933, as amended, there is also being registered hereby such indeterminate number of toadditional shares of common stock, par value $0.001 per share, of the registrant as may be Amountissued or issuable because of Shares Price Per Offering Registration
Registered to be Registered Share (1) Price Fee
--------------------------------------------------------------------------------
Common Stock 5,000,000 $0.02 $100,000 $11.62
================================================================================
(1)stock splits, stock dividends, stock distributions, and similar transactions.
(2) Estimated solely for the purpose of calculatingcomputing the amount of the registration fee for the shares of common stock issuable upon purchase of shares by GHS Investments, LLC pursuant to an Equity Financing Agreement and upon sale of shares by Selling Shareholders being registered in accordance with Rule 457457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices for a share of the registrant’s common stock as reported on OTC:QB on October 25, 2018.
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.
The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion Dated November 9, 2018
NATURAL HEALTH FARM HOLDINGS INC.
12,612,798 Shares of Common Stock
This prospectus relates to the offer and resale of 1,974,500 shares of our common stock (the “Resell Shares”) by certain shareholders of the Company (“Reselling Shareholders”) as well as the offer and resale by GHS Investments LLC (“GHS”), a Nevada limited liability company, of 10,638,298 shares of our common stock (“GHS Shares”, and together with the Resell Shares, the “Registration Shares”) that GHS has agreed to purchase from us in accordance with the terms and conditions of an Equity Purchase Agreement, dated June 5, 2018, (the “Purchase Agreement”), between us and GHS, pursuant to which we have the right to “put” to GHS (the “Put”) up to $20,000,000 in shares of our common stock. All of the Resell Shares, when sold, shall be sold by the Reselling Shareholders and all of the GHS Shares, when sold, will be sold by GHS (collectively the “Selling Shareholders”).
We are not selling any shares of common stock in this offering. We, therefore, will not receive any proceeds from the sale of the shares by GHS. We will, however, receive proceeds from the sale of securities pursuant to our exercise of the Put under the Purchase Agreement.
The Reselling Shareholders and GHS may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. We will bear all costs, expenses and fees in connection with the registration of the common stock. The GHS and the Reselling Shareholders will bear all commissions and discounts, if any, attributable to their sales of our common stock.
GHS may sell common stock from time to time in the principal market on which the stock will be traded at the prevailing market price or in negotiated transactions. See “Plan of Distribution” for more information about how GHS may sell the shares of common stock being registered pursuant to this prospectus. GHS has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.
Our common stock is listed on the OTC:QB under the symbol “NHEL.” On November 8, 2018, the last sale price for our common stock as reported on the OTC:QB was $2.42 per share.
Neither we nor any selling shareholder has authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended.
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 SECTION 8(A), MAY
DETERMINE.
================================================================================
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS 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. THERE IS NO
MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
AMBER GROUP, INC
5,000,000 SHARES OF COMMON STOCK
Initial Public Offering
This is the initial offering of common stock of Amber Group, Inc. We are
offering for sale a total of 5,000,000 shares of common stock at a fixed price
of $0.02 per share. There is no minimum number of shares that must be sold by us
for the offering to proceed,amended, and we will retain the proceeds from the sale of
any of the offered shares. The offering is being conducted on a
self-underwritten, best efforts basis, which meanshave elected to comply with certain reduced public company reporting requirements.
Investing in our President, Vadims Furss,
will attempt to sell the shares. He will receive no commission or other
remuneration for any shares he may sell.
Amber Group, Inc. is a development stage company and currently has limited
operations. Any investment in the shares offered hereinsecurities involves a high degree of risk. You should only purchase shares if you can afford a loss of your entire
investment. Our independent registered public accountant has issued an audit
opinion for Amber Group, Inc. which includes a statement expressing substantial
doubt as to our ability to continue as a going concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not tradedSee the section entitled “Risk Factors” appearing on any exchange or on the over-the-counter market. After the
effective datepage 3 of this registration statement, we hope to haveprospectus for a market maker
file an application with the Financial Industry Regulatory Authority ("FINRA")
for our common stock todiscussion of information that should be eligible for trading on the OTCBB. We do not yet have
a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
Amber Group Inc. is not a blank check company. Amber Group Inc. and its
affiliates and promoters have no plans or intentions to engageconsidered in a merger or
acquisitionconnection with an unidentified company or person or, once it is a reporting
company, to be used as a vehicle for a private company to become a reporting
company.
WE ARE AN "EMERGING GROWTH COMPANY" AS DEFINED UNDER THE JUMPSTART OUR BUSINESS
STARTUPS ACT OF 2012 (THE "JOBS ACT") AND THE FEDERAL SECURITIES LAWS AND, AS
SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED PUBLIC COMPANY REPORTING
REQUIREMENTS.
We are considered a "shell company" under applicable securities rules and
subject to additional regulatory requirements as a result, including the
inability ofinvestment in our shareholders to sell our shares in reliance on Rule 144
promulgated pursuant to the Securities Act of 1933, as well as our inability to
register our securities on Form S-8 (an abbreviated registration process).
Accordingly, investors should consider our shares to be significantly risky and
illiquid investments.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. THEREFORE, BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS
PROSPECTUS AND, PARTICULARLY THE RISK FACTORS, BEGINNING ON PG. 6.
securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBJECT TO COMPLETION, DATED ___________,
The date of this prospectus is , 2018
| TABLE OF CONTENTS | |
| ABOUT THIS PROSPECTUS | 5 |
| PROSPECTUS SUMMARY | 5 |
| RISK FACTORS | 7 |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 10 |
| USE OF PROCEEDS | 11 |
| DILUTION | 11 |
| MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 12 |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14 |
| SELLING SHAREHOLDERS | 18 |
| PLAN OF DISTRIBUTION | 21 |
| DESCRIPTION OF CAPITAL STOCK | 23 |
| BUSINESS AND BUSINESS PLAN | 23 |
| MANAGEMENT | 28 |
| EXECUTIVE COMPENSATION | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| LEGAL MATTERS | 32 |
| EXPERTS | 32 |
| INDEMNIFICATION FOR SECURITIES ACT LIABILITIES | 33 |
| WHERE YOU CAN FIND MORE INFORMATION | 33 |
| INDEX TO FINANCIAL STATEMENTS | 34 |
ABOUT THIS PROSPECTUS
This prospectus relates to the resale by the selling shareholders and GHS identified in this prospectus under the caption “Selling Shareholders,” from time to time, of up to an aggregate of 12,612,798 shares of our common stock issuable upon exercise of certain outstanding common stock purchase warrants. As described below under “Prospectus Summary—The Offering,” the shares of our common stock registered by this prospectus will be sold by selling. We are not selling any shares of our common stock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the selling shareholders.
You should read this prospectus, any documents that we incorporate by reference in this prospectus and the information below under the caption “Where You Can Find More Information” and “Incorporation by Reference” before making an investment decision. You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference herein. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representation.
You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.
The distribution of this prospectus and the issuance of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” section in this prospectus and under similar captions in the documents incorporated by reference into this prospectus. The terms “NHEL”, the “Company”, “our”, or “we” refer to Natural Health Farm Holdings Inc. and, unless the context otherwise requires, its predecessors.
Overview
The Company, formerly known as Amber Group Inc, was incorporated in Nevada on June 14, 2014. The Company filed a registration statement using S-1 with the Securities and Exchange Commission on November 5, 2015
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
and became a public reporting company. On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split and effective March 17, 2017 the trading of the Company’s common stock under the symbol “NHEL” began on the OTCMarkets.
The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The Company currently provides nutritional consulting services by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users products with the health-related aspects of various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing.
Equity Offerings
Investment Agreement with GHS
On June 5, 2018, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the terms of the GHS Equity Financing Agreement, GHS committed to purchase up to $20,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The purchase price per share to be paid by GHS shall be calculated as a twenty percent (20%) discount to the lowest traded price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted. We initially reserved 3,000,000 shares of our common stock for issuance under the GHS Equity Financing Agreement. The GHS Equity Financing Agreement is not transferable and any benefits attached thereto may not be assigned.
In connection with the GHS Equity Financing Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our common stock underlying the GHS Equity Financing Agreement within 30 days after the date of the GHS Equity Financing Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Equity Financing Agreement.
The 10,638,298 shares to be registered herein represent approximately 6.6% of the shares then issued and outstanding, assuming that the GHS stockholder will sell all of the shares offered for sale. The total of 12,612,798 shares to be registered herein represents approximately 25.6% of the shares issued and outstanding held by non-affiliates of the Company.
At an assumed purchase price of $1.88 (equal to 80% of the closing price of our common stock of $2.35 on August 30, 2018), we will be able to receive up to $20,000,000 in gross proceeds, assuming the sale of the entire 10,638,298 shares being registered hereunder pursuant to the GHS Equity Financing Agreement. We are currently authorized to issue 500,000,000 shares of our common stock. The Company has agreed not to put an amount of shares which would result in GHS owning more than 9.99% of the then-outstanding shares of our common stock at any one time.
There are substantial risks to investors as a result of the issuance of shares of our common stock under the GHS Equity Financing Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.
GHS will periodically purchase our common stock under the GHS Equity Financing Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to GHS to raise the same amount of funds, as our stock price declines.
Because our ability to draw down any amounts under the GHS Equity Financing Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $20,000,000 under the GHS Equity Financing Agreement. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Equity Financing Agreement.
Where You Can Find Us
Our principal office is located at 20 North Orange Ave., Suite 1100, Orlando, Florida . Our telephone number is (323)-713-3244.
The Offering
| Shares of common stock to be offered by GHS | 10,638,298 that we may sell to GHS under the Purchase Agreement |
| Shares of common stock offered by the selling shareholders | 1,974,500 shares of common stock issuable upon exercise of certain outstanding common stock purchase warrants |
| Shares of common stock outstanding before this offering | 161,555,000 shares of common stock |
| Shares of common stock outstanding after completion of this offering | 172,043,298 shares of common stock (1) |
| Use of proceeds | All proceeds from the sale of shares of common stock offered hereby will be for the account of the selling shareholders. We will not receive any proceeds from the sale of common stock offered pursuant to this prospectus. |
| Terms of this offering | The selling shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on the OTC:QB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. |
| OTCMarkets (OTCQB) symbol | Our common stock is listed on the OTC:QB under the symbol “NHEL” |
| Risk Factors | Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See “Risk Factors” and other information incorporated by reference into this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our common stock. |
(1) Does not include 1,974,500 shares to be issued upon exercise of outstanding warrants.
| 6 |
RISK FACTORS 6
USE OF PROCEEDS 15
DETERMINATION OF OFFERING PRICE 16
DILUTION 16
SELLING SECURITIY HOLDERS 17
PLAN OF DISTRIBUTION 18
DESCRIPTION OF SECURITIES TO BE REGISTERED 19
INTERESTS OF NAMED EXPERTS AND COUNSEL 20
INFORMATION WITH RESPECT TO THE REGISTRANT 20
DESCRIPTION OF PROPERTY 22
LEGAL PROCEEDINGS 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 22
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
You should carefully consider the risks described below together with all of the other information included in this Prospectus before making an investment decision with regard to our securities. The statements contained in or incorporated into this Prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
The Company has limited operating history.
The Company is a development stage company and has limited operating history. The Company is relying on management to actuate and develop its business plan. The Company has a limited business history and an investor will be required to make an investment decision based largely on the management and the projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the vocational training industry.
The Company may not be able to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company’s ability to fund future operations through additional financing from investors and/or lenders or through the sale of its securities or through development of its operations. Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.
The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.
In their audited financial report, the Company’s independent auditors have issued added an explanatory paragraph that unless the Company is able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to its ability to continue as a going concern. The Company anticipates that it would need substantial capital over the next 12 months to continue as a going concern to expand its operations in accordance with its current business plan.
As of June 30, MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS2018, the Company has accumulated deficit of $897,456.
As of June 30, MATERIAL CHANGES 31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 31
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 31
AVAILABLE INFORMATION 32
INDEX TO THE FINANCIAL STATEMENTS 33
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "AMBER GROUP, INC." REFERS TO AMBER GROUP, INC., A NEVADA CORPORATION
..THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS
BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
CAUTIONARY2018, the Company had an accumulated deficit of $897,456 and incurred a net loss of $778,990 for the nine months then ended. This deficit may impact on the Company in various ways including, but not limited to, making it more difficult to borrow money, sell stock or to maintain a good market price.
No assurance of commercial feasibility.
Even if the Company’s plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that the Company’s initiatives will perform as intended in the marketplace.
The Company’s developed software may experience unexpected “bugs” which may delay its release or impede its use.
The Company is developing its proprietary software and intends to effect beta and other testing to ensure efficient launch and usability. However, the Company’s software may experience or develop unanticipated “bugs” that would either delay its release or impede its use once released. Such delays or problems could impact the Company’s ability to generate revenue or could negatively affect any contractual relationships with users of the software.
The Company’s election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.
The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.
The trading price of the Company’s common stock is below $5.00 per Share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per Share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.
The Company relies on only key managers whose absence or loss could adversely affect the business.
The Company relies on the services of its key executive, Mr. Tee Chuen Ming. The loss of his services could adversely affect the Company’s business.
The Company has a small financial and accounting organization. Being a public company strains the Company’s resources, diverts management’s attention and affects its ability to attract and retain qualified officers and directors.
As a reporting company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which are potentially prohibitive to the Company as it develops its business plan, products and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.
The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company’s business, financial condition and results of operations.
The Company does not possess effective internal control over financial reporting that is adequate for a public company.
Based upon his respective evaluation, the Chief Executive Officer and Chief Financial Officer of the Company has concluded that, as of June 30, 2018, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
The Company has engaged outside accounting and finance advisors to assist the Company in better implementing internal control over financial reporting.
Capital Market Risks
GHS will pay less than the then-prevailing market price for our common stock.
The Common Stock to be issued to GHS pursuant to the GHS Equity Financing Agreement will be purchased at a 20% discount to the lowest trading price of our Common Stock during the ten (10) consecutive trading days immediately after GHS receives our notice of sale. GHS has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If GHS sells the shares, the price of our Common Stock could decrease. If our stock price decreases, GHS may have a further incentive to sell the shares of our Common Stock that it holds. These sales may have a further impact on our stock price.
Your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the GHS Equity Financing Agreement.
Pursuant to the GHS Equity Financing Agreement, when we deem it necessary, we may raise capital through the private sale of our Common Stock to GHS at a price equal to a discount to the lowest volume weighted average price of the common stock for the ten (10) consecutive trading days after GHS receives our notice of sale. Because the put price is lower than the prevailing market price of our Common Stock, to the extent that the put right is exercised, your ownership interest may be diluted.
We are registering an aggregate of 10,638,298 shares of common stock to be issued under the GHS Equity Financing Agreement. The sales of such shares could depress the market price of our common stock.
We are registering an aggregate of 10,638,298 shares of Common Stock under the registration statement of which this prospectus is a part, pursuant to the GHS Equity Financing Agreement. Notwithstanding GHS’s ownership limitation, the 10,638,298 shares would represent approximately 6.6% of our shares of Common Stock outstanding immediately after our exercise of the put right under the GHS Equity Financing Agreement (based on the number of outstanding shares as of June 30, 2018). The sale of these shares into the public market by GHS could depress the market price of our Common Stock.
We may not have access to the full amount available under the GHS Equity Financing Agreement.
Our ability to draw down funds and sell shares under the GHS Equity Financing Agreement requires that this resale registration statement be declared effective and continue to be effective. This registration statement registers the resale of 10,638,298 shares issuable under the GHS Equity Financing Agreement, and our ability to sell any remaining shares issuable under the GHS Equity Financing Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our ability to sell all of the shares of Common Stock to GHS under the GHS Equity Financing Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the GHS Equity Financing Agreement to be declared effective by the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to GHS. Accordingly, because our ability to draw down any amounts under the GHS Equity Financing Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $20,000,000 under the GHS Equity Financing Agreement. We believe that it is likely that we will be able to drawn down on the full amount of the Agreement, however, prior to drawing down on the full amount, we may not be able to draw down on the full amount without filing an amendment to our Articles of Incorporation to increase the Company’s authorized shares of common stock. Pursuant to state law, the filing of the amendment to increase the authorized shares of common stock may require board and shareholder approval. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Equity Financing Agreement.
Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the GHS Equity Financing Agreement, and as such, GHS may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.
GHS has agreed, subject to certain exceptions listed in the GHS Equity Financing Agreement, to refrain from holding an amount of shares which would result in GHS or its affiliates owning more than 9.99% of the then-outstanding shares of our Common Stock at any one time. These restrictions, however, do not prevent GHS from selling shares of Common Stock received in connection with a put, and then receiving additional shares of Common Stock in connection with a subsequent put. In this way, GHS could sell more than 9.99% of the outstanding Common Stock in a relatively short time frame while never holding more than 9.99% at one time.
Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.
There is a risk that this downward pressure may make it impossible for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.
We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock’s price, which may never happen.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Corporate and Other Risks
Limitations on director and officer liability and indemnification of Our Company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.
Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.
We are responsible for the indemnification of our officers and directors.
Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.
SPECIAL NOTE ONREGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. All statements which relate toother than statements of historical facts contained in this prospectus, including statements regarding our strategy, future events or ouroperations, future financial performance. In some cases, you can identifyposition, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of these terms or other comparable terminology.statements. These statements are only predictions and involve known and unknown risks, uncertainties and other important factors including the risks in the section entitled
"Risk Factors," that may cause our industry's actual results, levels of
activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by thesethe forward-looking statements.
While these
The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflectalthough not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:
● our current judgment regardingability to obtain additional financing;
● the directionaccuracy of our business, actual results will almost always vary, sometimes
materially, fromestimates regarding expenses, future revenues and capital requirements;
● the success and timing of our preclinical studies and clinical trials;
● our ability to obtain and maintain regulatory approval of the product candidates we may develop, and the labeling under any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws ofapproval we may obtain;
● regulatory developments in the United States we do not intend to update
anyand other countries;
● the performance of the forward-looking statements to conform these statements to actual
results.
GENERAL INFORMATION ABOUT THE COMPANY
We were incorporated in Nevada on July 10, 2014. We are a development stage
company. Amber Group Inc. is a marketplace of tours for travellers by local
experts. Amber Group Inc. marketplace does not fully developed yet. We intend to
use the net proceeds from this offeringthird-party manufacturers;
● our plans to develop and commercialize our business operations (See
"Description of Business" and "Use of Proceeds" elsewhere in this Prospectus).
Our principal executive offices are located at 2360 Corporate Circle - Suite 400
Henderson, NV 89074. Our phone number is 702-430-6931. We intend to conduct
business operation from outside USA.
From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (July 10, 2014) through
December 31, 2014 reports no revenues and a net loss of $4,447. Our independent
registered public accounting firm has issued an audit opinion for Amber Group,
Inc. which includes a statement expressing substantial doubt as toproduct candidates;
● our ability to continue as a going concern.
To date, we incorporated the company, prepared a business planobtain and executed
agreement with Strendzers for marketing purposes and executed contract with tour
guide.
We have launched our web site www.Amber-touristguides.com. We have created
profile on Facebook, Twitter, Google+. Currently our director Vadims Furss
working on improvement of our web site, SEO(searching engine optimizer),
answering questions on potential customers requests and working on creating
network of tour guides. Vadims Furss is using his own experience with web site
development and customers service knowledge.
After raising funds from this offering our main business milestones and any
potential difficulties are as follows:
1. Hire a contractor to constantly upgrade our website, hire contractor
for SEO search engine optimizer and keep our website running smoothly
and constantly upgrade with most advanced and fuser friendly features.
2. Print advertising materials: brochures, flyers and place
advertisementsmaintain intellectual property protection for our products in appropriate tourist magazines and
websites. There is no guarantee that we are able to selectproduct candidates;
● the correct
types of brochures, magazines and websites, which will provide the
most beneficial advertising for our business.
3
Our sole director Vadims Furss will be in charge of implementing our Plan of
Operation and our offering. The successful development of our business plan
depends onsales and marketing capabilities;
● the potential markets for our product candidates and our ability to raise fundsserve those markets;
● the rate and degree of market acceptance of any future products;
● the success of competing drugs that are or become available; and
● the loss of key scientific or management personnel.
The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders and GHS. We will not receive any proceeds upon the sale of shares by the Selling Shareholders and GHS in this offering. There is no guaranteeHowever, we may receive gross proceeds of up to $20 million under the Purchase Agreement with GHS assuming that we are able to raise funds from this offering.
Our president Mr. Furss intends to offer sharessell and issue the full amount of the company'sour common stock that we have the right, but not the obligation, to his friends, family memberssell and business associatesissue to GHS under the Purchase Agreement. See “Plan of Distribution” elsewhere in Europe. Mr.Furss will
not offer sharesthis prospectus for more information.
The principal purposes of the company's common stock in USA.this offering are to increase our capitalization and financial flexibility. As of the date of this prospectus, therewe cannot specify with certainty all of the particular uses for the net proceeds to us from the Purchase Agreement. However, we currently intend to use the net proceeds primarily for general corporate purposes, including working capital, research and development, sales and marketing activities and capital expenditures. We may also use a portion of those net proceeds for the acquisition of, or investment in, technologies or businesses that complement our business, although we have no commitments or agreements to enter into any such acquisitions or investments. We will have broad discretion over the uses of those net proceeds. Pending these uses, we intend to invest those net proceeds in short-term, investment-grade money market funds.
DILUTION
“Dilution” as used herein represents the difference between the offering price per share of shares offered hereby and the net tangible book value per share of the Company’s common stock after completion of the offering. Dilution in the offering is no public trading market forprimarily due to the losses previously recognized by the Company.
At an assumed purchase price of $1.88 (equal to 80% of the closing price of our common stock and no
assurance that a trading market for our securitiesof approximately $2.35 on September 28, 2018), we will ever develop.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
As a company with less than $1.0 billionbe able to receive up to $20,000,000 in revenue during its last fiscal year,
we qualifygross proceeds, assuming the sale of the entire 10,638,298 shares being registered hereunder pursuant to the GHS Equity Financing Agreement.
The following information is based upon the Company’s unaudited balance sheet as an "emerging growth company" as definedfiled in the JOBS Act. ForCompany’s Form 10-Q on August 14, 2018, for the period ended June 30, 2018:
The net tangible book value (deficit) of the Company at June 30, 2018 was ($187,108) or ($0.0012) per share. Net tangible book value represents the amount of total tangible assets less total liabilities. Assuming that 100% of the shares offered hereby were purchased by investors (a fact of which there can be no assurance) as long asof June 30, 2018, the then outstanding 172,043,298 shares of common stock, which would constitute all of the issued and outstanding equity capital of the Company, would have a company is deemednet tangible book value $19,762,892 or approximately $0.11 per share.
Assuming a 50% decrease in the number of shares to be issued, based upon the purchase price of $1.88 (equal to 80% of the closing price of our common stock of $2.35 on August 30, 2018, we will be required to issue an emerging growth company, itaggregate of 5,319,149 shares of common stock, with net proceeds of $9,950,000 pursuant to the GHS Equity Financing Agreement.
Assuming a 75% decrease in the number of shares to be issued, based upon the purchase price of $1.88 (equal to 80% of the closing price of our common stock of $2.35 on August 30, 2018, we will be required to issue an aggregate of 2,659,574 shares of common stock, with net proceeds of $4,950,000 pursuant to the GHS Equity Financing Agreement.
The dilution associated with the offering and each of the above scenarios is as follows:
| Offering | 50% Decrease in Shares Issued | 75% Decrease in Shares Issued | ||||||||||
| Offering price | $ | 1.88 | $ | 1.88 | $ | 1.88 | ||||||
| Net tangible book value (deficit) before Offering (per share) | $ | (0.0012 | ) | $ | (0.0012 | ) | $ | (0.0012 | ) | |||
| Net tangible book value after Offering (per share) | $ | 0.11 | $ | 0.06 | $ | 0.03 | ||||||
| Dilution per share to investor | $ | 1.77 | $ | 1.82 | $ | 1.85 | ||||||
| Dilution percentage to investor | 5.9 | % | 3.2 | % | 1.6 | % | ||||||
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Public Market for Common Stock
On March 17, 2018, our common stock was approved for quotation on the OTC Markets under the symbol “NHEL”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may take
advantagenot be a reliable indication of specified reduced reportingthe value of our common stock.
On September 28, the closing price of our common stock reported on the OTC Markets was $2.35 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as reported on the OTCQB.
| Year 2018 | High Bid | Low Bid | ||||||
| Quarter Ended March 31, 2018 | $ | 5.00 | $ | 0.20 | ||||
| Quarter Ended June 30, 2018 | 2.00 | 1.20 | ||||||
| Quarter Ended September 30, 2018 | 2.40 | 2.00 | ||||||
October 1 to November 8, 2018 | 2.42 | 2.00 | ||||||
As of November 8, 2018, there were approximately 71 shareholders of record of our 161,555,000 shares common stock based upon the shareholders’ listing provided by our transfer agent.
Dividends
We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other regulatory requirementsrelevant factors that our board of directors may deem relevant. Our retained earnings deficit currently limits our ability to pay dividends.
Shares Available for Future Sale
Approximately 71% of all outstanding shares of our common stock are generally unavailable to other“restricted securities,” as that term is defined under Rule 144 promulgated under the Securities Act, because they were issued in a private transaction not involving a public companies. These provisions include:
* a requirement to have only two yearsoffering. Accordingly, none of audited financial statements
and only two yearsthe outstanding shares of related Management's Discussion and Analysis
included in an initial public offering registration statement;
* an exemption to provide less than five yearsour common stock may be resold, transferred, pledged as collateral or otherwise disposed of selected financial
data in an initial public offering registration statement;
*unless such transaction is registered under the Securities Act or an exemption from the auditor attestation requirement in the
assessment of the emerging growth company's internal controls over
financial reporting;
* an exemption from the adoption of new or revised financial accounting
standards until they would apply to private companies;
* an exemption from complianceregistration is available. In connection with any new requirements adopted bytransfer of shares of our common stock other than pursuant to an effective registration statement under the PublicSecurities Act, the Company Accounting Oversight Board requiring mandatory audit
firm rotation or a supplementmay require the holder to provide to the auditor's report in which the
auditor would be required to provide additional information about the
audit and the financial statementsCompany an opinion of the issuer; and
* reduced disclosure about the emerging growth company's executive
compensation arrangements.
An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley
which requires that the registered accounting firm shall, in the same report,
attest to and report on the assessment on the effectiveness of the internal
control structure and procedures for financial reporting. Similarly, as a
Smaller Reporting Company we are exempt from Section 404(b) of the
Sarbanes-Oxley Act and our independent registered public accounting firm will
not be required to formally attestcounsel to the effectivenesseffect that such transfer does not require registration of our internal control
over financial reporting until such transferred shares under the Securities Act.
Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:
| ● | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| ● | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
| ● | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
| ● | at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company. |
On February 1, 2018, the Company notified the SEC by through the filing of a Form 8-K that is was no longer a “shell” corporation. In view of this, any time as we cease being a Smaller Reporting
Company.
As an emerging growth company, we are exempt fromafter February 1, 2019, and assuming the Company has been current in its required filings pursuant to Section 14A (a) and (b)13 or 15(d) of the Securities Exchange Act of 1934, which requireand all other requirements set forth above are met, shareholders may utilize Rule 144 for the shareholder approvalsale of executive compensation and golden parachutes.
Section 107 of the JOBS Act providestheir shares.
Penny Stock Regulations
Our common stock is deemed to be “penny stock” as that an emerging growth company can take
advantage of the extended transition period providedterm is generally defined in Section 7(a)(2)(B) of the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for complying with newthe securities;
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and
Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.
Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or revised accounting standards. In
other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the benefits of this extended
transition period. Our financial statements may therefore not be comparable to
those of companies that comply with such new or revised accounting standards.
We would cease to be an emerging growth company upon the earliest of:
* the first fiscal year following the fifth anniversary of this
offering;
* the first fiscal year after our annual gross revenues are $1 billion
or more;
* the date on which we have, during the previous three-year period,
issued more than $1 billion in non-convertible debt securities, or
* as of the end of any fiscal year in which the market valuesell shares of our common stock, held by non-affiliates exceeded $700 million aswhich may affect the ability of selling stockholders or other holders to sell their shares in the endsecondary market and have the effect of reducing the second quarterlevel of that fiscal year.
4
THE OFFERING
The Issuer: Amber Group, Inc.
Securities Being Offered: 5,000,000 shares of common stock.
Price Per Share: $0.02
Duration oftrading activity in the Offering: The offering shall terminate on the earlier of
(i) the date whensecondary market. These additional sales practice and disclosure requirements could impede the sale of all 5,000,000our common stock even if our common stock becomes publicly traded. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
Repurchases of Equity Securities
None
Reports to Stockholders
We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.
Transfer Agent
Transhare Corporation, 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760 is completed;
(ii) one yearthe registrar and transfer agent for the Company’s common stock.
Recent Sales of Unregistered Securities
None
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Our Current Business
We are incorporated in the State of Nevada on July 10, 2014 (inception date), and have developed and launched ourselves into the healthcare industry. We have plans to provide through our subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. We are currently providing nutritional consulting services by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users with the health products related to various illnesses, and how the Company’s educational platform could be used to improve their general wellbeing.
From inception, through the date of this prospectus; or
(iii) prior to one year at the sole determinationreport, we have reported revenues and incurred expenses and accumulated operating losses, as part of our director Mr.Furss.
Gross Proceeds: $100,000
Securities Issueddevelopment activities. We recorded a net loss of $778,990 for the nine months ended June 30, 2018, working capital deficiency of $221,376, and Outstanding: Therean accumulated deficit of $897,456 at June 30, 2018.
We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our operations to distribute, sell and market naturopathic learning management system together with online learning courses. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless we are 4,000,000 sharesable to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the Company to continue as a going concern. We intend to make an equity offering of our common stock issuedfor the acquisition and outstanding as ofoperation expenses. If we cannot raise the date of this prospectus,
held solely by our President and Secretary, Vadims
Furss.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest inrequired cash, we will issue additional shares of our common stock.
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period fromstock in lieu of cash.
Investment Agreement with GHS
On June 10, 2014 (Inception) to September 30, 2014.
FINANCIAL SUMMARY
As of
September 30, 2014 ($)
----------------------
Cash and Deposits 0
Total Assets 0
Total Liabilities (325)
Total Stockholder's Equity (325)
STATEMENT OF OPERATIONS
Accumulated From
June 10, 2014
(Inception) to
September 30, 2014 ($)
----------------------
Total Expenses 4,325
Net Loss for the Period (4,325)
Net Loss per Share (0.00)
5,
RISK FACTORS
An2018, we entered into an investment in our common stock involvesagreement with GHS Investments, LLC, a high degree of risk and is
speculative in nature. In additionNevada limited liability company (“GHS”). Pursuant to the other information regardingterms of the Company contained in this Prospectus, you should consider many important factors
in determining whetherGHS Equity Financing Agreement, GHS committed to purchase shares of common stock offered pursuantup to this prospectus. You should carefully consider the risks described below and the
other information in this prospectus before investing in our common stock. The
list of Risk Factors below does not purport to be all-inclusive, there may be
additional risks associated with our Company, our business, and our industry,
which are not foreseen and thus are not included below. If any of the following
risks occur, or other risks occur that are not foreseen, our business, operating
results and financial condition could be seriously harmed. The trading price$20,000,000 of our common stock when and ifover a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we are ever ablemay deliver a drawdown notice (“Drawdown Notice”) to tradeGHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The purchase price per share to be paid by GHS shall be calculated as a twenty percent (20%) discount to the lowest traded price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted. We initially reserved 10,500,000 shares of our common stock could
decline duefor issuance under the GHS Equity Financing Agreement. The GHS Equity Financing Agreement is not transferable and any benefits attached thereto may not be assigned.
In connection with the GHS Equity Financing Agreement, we also entered into a registration rights agreement with GHS, pursuant to anywhich we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of these risks,our common stock underlying the GHS Equity Financing Agreement within 30 days after the date of the GHS Equity Financing Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and you may lose all or partmaintain the effectiveness of your
investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS. IF WE DON'T RAISE THESE PROCEEDS WE WILL NOT ACHIEVE REVENUES AND
PROFITABLE OPERATIONS AND OUR BUSINESS WILL LIKELY FAIL.
Our current operating funds are less than we require to complete our intended
operations plan. Assuch registration statement until termination of the GHS Equity Financing Agreement.
Results of Operations for the nine months ended June 30, 2015, we had cash in the amount2018 and 2017
Our results of $539 and
liabilities of $4,637. As of this date, we have had limited operations and no
income. We require the proceeds from this offering may to achieve sufficient
revenue and profitable operations. There is no assurance that we will be
successful in raising the funds from this offering. If we are not successful in
raising the said funds our business may fail. We may need the minimum additional
capital of $25,000 necessary to fund planned operations for the nine months ended June 30, 2018 and 2017 included the operations of the Company. We reported a 12-month period.
We may neednet loss of $778,990 and a net loss of $34,935 applicable to the minimum additional capitalCompany’s common stockholders for the nine months ended June 30, 2018 and 2017, respectively.
Revenue and Cost of $25,000 necessaryGoods Sold
For the nine months ended June 30, 2018, and 2017, we recorded total revenues of $23,215 ($15,076 from related parties and $8,139 from third parties) and $0, respectively. Revenues recorded were from licensing fees and other software related revenues relating to fund planned
operationsweb-based naturopathic learning management system and training provided to two customers and two related party affiliates in which our directors also hold the directors’ position. Cost of goods sold of $7,582 and $0 recorded represents the amortization cost of the web-based software purchased from a third party for the nine months ended June 30, 2018 and 2017, respectively.
Operating Expenses
Operating expenses for the nine months ended June 30, 2018 and 2017 were $794,404 and $34,935, respectively. Operating expenses for the nine months ended June 30, 2018 consisted of the Company engaging outside consultants and business advisors for consulting fees totaling $145,240, loan commitment fees of $40,000 pursuant to equity financing agreement, legal and filing fees of $35,845 upon becoming a 12-month period.
THERE IS SUBSTANTIAL UNCERTAINLY AS TO WHETHER WE WILL CONTINUE AS A GOING
CONCERN. IF WE DISCONTINUE OPERATIONS, YOU WILL LOSE YOUR INVESTMENT.
We have incurred losses since our inception resultingpublic reporting entity, stock compensation expense of $526,295 for grant of stock options to employees, directors and consultants, and $14,500 in an accumulated deficitdues and subscriptions for being a public company. Operating expenses for the nine months ended June 30, 2017 consisted of ($4,325)$19,052 in expenses for professional fees, $8,643 in filing fees for being a public company, and $7,240 for auditor’s fees.
Liquidity and Capital Resources
Cash and cash equivalents were $46,992 at June 30, 2018 as compared to $0 at September 30, 2014. Further losses are anticipated2017. As reported in the developmentaccompanying financial statements, we recorded a net loss of $778,990 for the nine months ended June 30, 2018. Our working capital deficit and accumulated deficit at June 30, 2018 was $221,376 and $897,456, respectively. These factors and our business. As a result, there is substantialability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. In fact,We expect our auditors have issuedexpenses will continue to increase during the foreseeable future as a going concern opinion in connection with their auditresult of increased operational expenses and the development of our financial statements
for the fiscal years ended September 30, 2014. This means that our auditors
believe there is substantial doubt that we can continue as an on-goingcurrent business foroperations. We anticipate generating only minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.
We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our accumulated operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.
No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.
Operating Activities
Net cash flows provided by operating activities for the nine months ended June 30, 2018 was $26,848 which resulted primarily from our net loss of $778,990, amortization of software costs of $7,582, loan commitment fees of $40,000, common stock valued at $105,000 issued to consultants for business advisory services, stock compensation expense of $526,295 for grant of stock options to employees, directors and consultants, and a net change in operating liabilities and assets of $126,961. Net cash flows used in operating activities for the nine months ended June 30, 2017 was $32,169 resulted due to the net loss of $34,935 and a net change in operating liabilities of $2,766.
Investing Activities
Net cash flows used in investing activities for the nine months ended June 30, 2018 were primarily due to the purchase of web-based computer software of $41,850. We did not record any cash flows in investing activities during the nine months ended June 30, 2017.
Financing Activities
Net cash flows provided by financing activities for the nine months ended June 30, 2018 was $61,994, consisting of $20,770 in cash proceeds received from an affiliate for our working capital needs, $500 in cash proceeds received from a director to open our bank account, cash received from sale of common stock of $260, and cash received from shareholders for stock subscription of $40,464. Net cash flows provided by financing activities for the nine months ended June 30, 2017 was $32,169 primarily due to the cash received of $8,526 as loan from a director and cash received from shareholders amounting to $23,643.
As a result of the above activities, we experienced a net increase in cash of $46,992 for the nine months ended June 30, 2018, and $0 for the nine months ended June 30, 2017. We expect that working capital will continue to be funded through a combination of our existing sales and further issuance of securities or obtaining financing. Our ability to continue as a going concern is still dependent upon our ability to
generate profitable operations in the future and to obtain the necessary
financing to expand our business operations, market our current product and
develop new products.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and generating minimal revenues. We cannot
guarantee that we will be successful in generating substantial revenues in the
future. Failure to generate revenues will cause us to go out of business.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
From inception on June 10, 2014 till now we incorporated the company, prepared a
business plan and executed an agreement with Strendzers.
We have commenced limited business operations. Accordingly, we have no way to
evaluate the likelihood that our business will be successful. Potential
investors should be aware of the difficulties normally encountered by new
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the operations that we
6
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to the ability to generate sufficient cash flow
to operate our business, and additional costs and expenses that may exceed
current estimates. Prior to having our travel products, we anticipate that we
will incur increased operating expenses without realizing any revenues. We
expect to incur significant losses into the foreseeable future. We recognize
that if the effectiveness of our business plan is not forthcoming, we will not
be able to continue business operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.
THE RISKS TO OUR COMPANY IF A COURT WERE TO DETERMINE THAT THE LOCAL GUIDES WERE
EMPLOYEES AND NOT INDEPENDENT CONTRACTORS.
We may have to:
Reimburse local gudes for wages including overtime and minimum wage.
Pay back taxes and penalties for federal and state income taxes, and
unemployment.
Pay and misclassified injured employees workers compensation benefits.
Provide employee benefits, including health insurance, retirement, etc.
OUR PRESIDENT MR. FURSS HAS NO EXPERIENCE IN THE ONLINE TRAVEL INDUSTRY,
Mr.Furss has no experience in the online travel industry, including the
technical expertise necessary to design and operate our planned web platform.
Mr. Furss lacks this experience or expertise will pose risks to our company and
its investors.
WE MAY FACE DAMAGE TO OUR REPUTATION IF OUR FUTURE CLIENTS ARE NOT SATISFIED
WITH USE OF LOCAL TOUR GUIDES.
Our future web site will be market place for connection customers and local
guides. Although our local guides will be independent contractors we may face
damage to our professional reputation if our future clients are not satisfied
with local guides services.
As an Internet based company, we will depend to a large extent on referrals and
new engagements from our former customers as we will attempt to establish a
reputation for professional service company and integrity to attract customers.
If we are unable to obtain engagements, investors are likely to lose their
entire investment.
We have not customers and have had limited operations to date.
OUR OPERATIONS WILL BE CONDUCTED OUTSIDE THE UNITED STATES. OUR SOLE DIRECTOR
RESIDES IN LATVIA.THE U.S. STOCKHOLDERS WOULD FACE DIFFICULTY IN:
* effecting service of process within the United States on our officers;
* enforcing judgments obtainedsuccess in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against the
officers;
* enforcing judgments of U.S. courts based on civil liability provisions
of the U.S. federal securities laws in foreign courts against our
officers; and
* bringing an original action in foreign courts to enforce liabilities
BECAUSE WE ARE CURRENTLY CONSIDERED A "SHELL COMPANY" WITHIN THE MEANING OR RULE
12B-2 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, THE ABILITY OF HOLDERS OF
OUR COMMON STOCK TO SELL THEIR SHARES MAY BE LIMITED BY APPLICABLE REGULATIONS.
We are, currently, considered a "shell company" within the meaning of Rule
12b-2 pursuant to the Securities Exchange Act of 1934 and Rule 405 pursuant to
the Securities Act of 1933, in that we currently have nominal operations and
nominal assets other than cash. Accordingly, the ability of holdersobtaining additional financing from investors or from sale of our common stock to sell their shares may be limited by applicable regulations.
As a resultshares.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our classification as a "shell company", our investors are not
allowed to rely on the "safe harbor" provisions of Rule 144 promulgated pursuant
to the Securities Act of 1933 so as not to be considered underwriters in
7
connection with the sale of our securities until one year from the date that we
cease to be a "shell company." Additionally, as a result of our classification
as a shell company:
* Investors should consider shares of our common stock to be
significantly risky and illiquid investments
* We may not register our securities on Form S-8 (an abbreviated form of
registration statement)
* Our ability to attract additional funding to sustain our operations
may be limited significantly
We can provide no assurance or guarantee that we will cease to be a "shell
company" and, accordingly, we can provide no assurance or guarantee that there
will be a liquid market for our shares. Accordingly, investors may not be able
to sell our shares and lose their investments in the Company
THE COMPANY MAY NOT BE ABLE TO GENERATE REVENUES
We expect to earn revenues solely in our chosen business area. In the opinion of
Mr. Furss, we reasonably believe that we will begin to generate revenues within
approximately twelve months. However, failure to generate sufficient and
consistent revenues to fully execute and adequately maintain our business plan
may result in failure of our business and the loss of your investment.
OUR REVENUE WILL BE DERIVED FROM THE TRAVEL INDUSTRY, AND A PROLONGED
SUBSTANTIAL DECREASE IN TRAVEL VOLUME COULD ADVERSELY AFFECT US.
Our revenue will increase and decrease with the level of travel activity and is
therefore highly subject to declines in or disruptions to travel due to factors
entirely outside of our control. Such factors include: global security issues,
political instability, acts or threats of terrorism, hostilities or war, and
other political issues that could adversely affect travel volume in our key
markets;
* Epidemics or pandemics;
* Natural disasters, such as hurricanes and earthquakes;
* General economic conditions, particularly to the extent that adverse
conditions may cause a decline in travel volume;
* Increases in fuel prices;
For the reasons indicated above, prolonged substantial decreases in travel
volumes could have an adverse impact on our business, financial condition,
results of operations and liquidity and capital resources.
BECAUSE OUR WEB SITE PLATFORM WILL BE NOT PATENT PROTECTED, A COMPETITOR COULD
COPY OUR TECHNOLOGY, WHICH COULD CAUSE OUR BUSINESS TO FAIL.
Our potential competitive advantage will be our web site platform, which allows
personal guides to be connected with customers around the world. Due to the
costs involved and the potential inability to qualify, we will not apply for
patent protection of our platform. Accordingly, our business is subject to the
risk that competitors could either copy or reverse engineer our technology and
release a competing product with similar features. If this occurs, our ability
to sell our services could be jeopardized, which could cause our business to
fail.
THE TRAVEL INDUSTRY IS HIGHLY COMPETITIVE, AND WE ARE SUBJECT TO RISKS RELATING
TO COMPETITION THAT MAY ADVERSELY AFFECT OUR PERFORMANCE.
We will operate in highly competitive industries. If we cannot compete
effectively against our competitors, we may lose business, which may adversely
affect our financial performance. Our continued success depends, in large part,
upon our ability to compete effectively in industries that contain numerous
competitors, some of which may have significantly greater financial, marketing,
personnel and other resources than we have.
Factors affecting the competitive success of online travel agencies include
price, the availability of travel inventory, brand recognition, ease of use, the
fees charged to travelers, accessibility, customer service and reliability. A
number of our competitors will have greater financial resources or flexibility
8
to finance branding efforts. We will compete with traditional travel agencies,
other online travel agencies and supplier websites and other online and offline
travel planning service providers.
We potentially face competition from a number of large Internet companies and
services that have expertise in developing online commerce and in facilitating
Internet traffic, including Google, AOL and Yahoo!, the latter two of which
partner with Travelocity to offer travel products and services directly to
consumers.
In addition, the introduction of new technologies and the expansion of existing
technologies may increase competitive pressures. Increased competition may
result in reduced operating margins. We cannot assure that we will be able to
compete successfully against current and future competitors. Competitive
pressures faced by us could have a material adverse effect on our business,
financial condition or results of operations.
BECAUSE WE ARE SMALL COMPANY AND HAVE LIMITED CAPITAL, OUR MARKETING CAMPAIGN
MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO
NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small company and have limited capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
WE WILL DEPEND ON OUR INTERNATIONAL OPERATIONS, WHICH ARE SUBJECT TO ADDITIONAL
RISKS GENERALLY NOT ENCOUNTERED WHEN DOING BUSINESS SOLELY IN THE UNITED STATES.
WE HAVE HAD LIMITED OPERATIONS TO DATE.
Our future international operations will involve risks that may not exist when
doing business in the United States. In order to achieve widespread acceptance
in each country we will enter, we believe that we must tailor our services to
the unique customs and cultures of that country. Learning the customs and
cultures of various countries, particularly with respect to travel patterns and
practices, is a difficult task and our failure to do so could slow our growth in
those countries. We have had limited operations to date.
In addition, the risks involved in non-U.S. operations, or in having operations
in multiple countries generally, that could result in losses include:
* Delays in the development of the Internet as a broadcast, advertising
and commerce medium in overseas markets;
* Difficulties in managing operations due to distance, time zones,
language and cultural differences, including issues associated with
establishing management systems infrastructures in various countries;
* Unexpected changes in regulatory requirements;
* Exposure to local economic conditions, security issues, epidemics or
natural disasters;
* Currency exchange restrictions.
BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Vadims Furss, our President, currently devotes approximately twenty hours per
week providing management services to us. Mr. Furss the remainder of his
business time commits to researching other business opportunities unrelated to
our business. At the present, Mr. Furss is not actively involved in any other
business than the business of our registrant. Once we expand operations, and are
able to attract more merchants and customers, Vadims Furss agreed to commit more
time as required. Because Vadims Furss will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.
INVESTORS CANNOT WITHDRAW FUNDS ONCE THEIR SUBSCRIPTION AGREEMENTS ARE ACCCEPTED
BY THE COMPANY. THEREFORE, BECAUSE THE INVESTMENT IS IRREVOCABLE, INVESTORS MUST
BE PREPARED THAT THEY MAY LOSE THEIR ENTIRE INVESTMENT IF THE BUSINESS FAILS.
9
Investors do not have the right to withdraw invested funds once the subscription
agreement is accepted by the Company. Subscription payments will be paid to
Amber Group, Inc. and held in our corporate bank account. Once the Company
reviews the Subscription Agreements, and determines that they are in good order,
and the Company accepts the subscription, investors will not have the right of
return of such funds, the investment will become irrevocable. Therefore, if the
business of the Company fails, the investor must be prepared to lose their
entire investment in the Company.
BECAUSE MR.FURSS HAS LIMITED EXPERIENCE IN MANAGEMENT, OUR BUSINESS HAS A HIGHER
RISK OF FAILURE.
Vadims Furss, our sole employee, management experience is limited to his
involvement with the Company. Consequently, his decisions and choices may affect
our operations, earnings and ultimate financial success as a result.
IF VADIMS FURSS, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, THAT COULD
RESULT IN OUR OPERATIONS BEING SUSPENDED. IF THAT SHOULD OCCUR, OUR BUSINESS
COULD FAIL, AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
We are extremely depend on the services of our sole officer and director, Vadims
Furss, for the future success of the business. The loss of the services of Mr.
Furss could have an adverse effect on our business, financial condition and results of operations. Mr. Furssoperations is based on our sole officerfinancial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and director,assumptions that affect the reported amounts of assets and if he
should die there will be no one to appoint a new officerliabilities, the disclosure of contingent assets and in that event we
will have no alternative but to cease operations.
SEASONAL FLUCTUATIONS IN THE TRAVEL INDUSTRY COULD ADVERSELY AFFECT US.
Our businesses will experience seasonal fluctuations, reflecting seasonal trends
forliabilities at the products and services we offer. These trends cause our revenue to be
generally highest in the second and third calendar quartersdate of the year as
travelers planfinancial statements and purchase their springthe reported amounts of revenues and summer travel, and then flatten inexpenses during the fourth and first calendar quartersreporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the year. Our inabilityneed to finance our
funding needs during a seasonal slowdown or at other times could have a material
adverse effect on us.
THE SUBSCRIPTION FUNDS WILL BE HELD IN A BANK IN CYPRUS.
The uncertain economic conditions in Cyprus have had, and are likely to continue
to have, a material adverse effect on the Banks In Cyprus. The Bank's future
financial performance is interlinked with the Cypriot economy and is highly
correlated with the trajectory of economic activity in Cyprus. The Cypriot
economy has faced and continues to face substantial macroeconomic pressures.
OUR BUSINESS AND GROWTH WILL SUFFER IF WE ARE UNABLE TO FIND AND RETAIN HIGHLY
SKILLED PERSONNEL.
Our future success depends on our ability to attract, train, motivate and retain
highly skilled local guides. We may be unable to retain our skilled guides or
attract, assimilate and retain other highly skilled guides in the future. We
expect difficulty in finding and retaining highly skilled local guides with
appropriate qualifications. If we are unable to find and retain skilled
personnel, our growth may be restricted, which could adversely affect our future
success and financial condition.
BECAUSE WE ARE HOLDING THE PROCEEDS OF THIS OFFERING IN A CORPORATE BANK
ACCOUNT, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR
A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL
LOSE YOUR INVESTMENT.
Your funds will not be placed in an escrow or trust account, but in a corporate
bank account. Accordingly, if we file for bankruptcy protection or a petition
for involuntary bankruptcy is filed by creditors against us, your funds will
become part of the bankruptcy estate and administered according to the
bankruptcy laws. If a creditor sues us and obtains a judgment against us, the
creditor could garnish the bank account and take possession of the
subscriptions. As such, it is possible that a creditor could attach your
subscription. If that happens, you will lose your investment and your funds will
be used to pay creditors.
10
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THE OFFERING.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 4,000,000 shares are issued
and outstanding. We must raise additional capital in order for our business plan
to succeed. Our most likely source of additional capital will be through the
sale of additional shares of common stock. The future issuance of common stock
may result in substantial dilution in the percentage of our common stock held by
our then existing shareholders. We may value any common stock issued in the
future on an arbitrary basis. The issuance of common stock for future services
or acquisitions or other corporate actions may havemake estimates about the effect of dilutingmatters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.
While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Annual Report filed with the value ofSEC on December 28, 2017, we believe the shares held by investorsfollowing accounting policies to be critical to the judgments and estimates used in the offering, and might have an adverse
effect on any trading market forpreparation of our common stock.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE CANNOT BE CERTAIN IF THE REDUCED
DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR
COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
financial statements.
JOBS Act Accounting Election
We are an "emerging“emerging growth company",” as defined in the JOBS Act, and we may take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies, including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously
approved. We cannot predict if investors will find our common stock less
attractive because we will rely on these exemptions. If some investors find our
common stock less attractive as a result, there may be a less active trading
market for our common stock and our stock price may be more volatile.Act. Under the JOBS Act, "emergingemerging growth companies"companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves toof this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not "emergingemerging growth companies."
We will lose our emerging growth company status
Fair value of Financial Instruments and Fair Value Measurements
ASC 820, “FairValue Measurements and Disclosures”,requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the earliest occurrencelevel of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Results of Operation for the Years Ended September 30, 2017 and 2016
We have incurred losses for the years ended September 30, 2017 and 2016, respectively. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Our net loss for the fiscal year ended September 30, 2017 was $89,359 compared to a net loss of $20,197 for the fiscal year ended September 30, 2016. We did not earn revenues during the year ended September 30, 2017 as compared to revenues of $1,995 earned for the year ended September 30, 2016.
For the year ended September 30, 2017, operating expenses were $89,359 consisting of professional fees of $63,278, filing fees of $9,093 and general and administrative expenses of $16,988, compared to operating expenses of $22,192 for the year ended September 30, 2016, consisting of professional fees of $20,905 and general and administrative charges of $1,287. Expenses incurred during the year ended September 30, 2017 compared to the year ended September 30, 2016 increased primarily due to the increased scale and scope of business operations, as well as an increase in professional fees associated with our initial public offering.
Liquidity and Capital Resources
As of September 30, 2017, our total assets were $0 and our total liabilities were $80,137 consisting of advance from an affiliate. As of September 30, 2016, our total assets were $696 consisting ofprepaid expenses and our total liabilities were $5,703 consisting of advance from our director.
Stockholders' deficit increased from $5,007 as of September 30, 2016 to $80,137 as of September 30, 2017 primarily due to the increase in loss for the year ended September 30, 2017.
Cash Flows from Operating Activities
As of September 30, 2017, we have not generated positive cash flows from operating activities. For the year ended September 30, 2017, net cash flows used in operating activities was $88,663 consisting of net loss of $89,359 and decrease in prepaid expense of $696. For the year ended September 30, 2016, net cash flows used in operating activities were $20,893 principally due to the net loss of $20,197 and increase in prepaid expense of $696.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of our common stock and advances from our affiliate and directors of our Company. For the year ended September 30, 2017, net cash provided by financing activities was $88,663 primarily from cash advances from an affiliate of $80,137 and cash advance from our director of $8,526. For the year ended September 30, 2016, cash flows provided by financing activities was $20,466, consisting of cash proceeds of $20,100 from the sale of our common stock and cash advances of $366 received from our director.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and anticipated cash flow are not expected to be adequate to fund our operations. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and advances from directors. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Material Commitments
We do not have any material commitments.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment during the next twelve months.
Off-Balance Sheet Arrangements
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors' reports accompanying our September 30, 2017 and September 30, 2016 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
SELLING SHAREHOLDERS
This prospectus relates to the resale of up to 1,974,500 shares of our common stock by the Selling Stockholders and the possible resale by GHS of 10,638,298 shares of common stock that may be issued to GHS pursuant to the Purchase Agreement. We are filing the registration statement, of which this prospectus forms a part, pursuant to the provisions of the agreements executed in connection with GHS’s agreement to purchase the shares.
Pursuant to the Registration Rights Agreement, which we entered into with GHS dated June 5, 2018 concurrently with our execution of the Purchase Agreement, we agreed to provide certain registration rights with respect to sales by GHS of the shares of our common stock that may be issued to GHS under the Purchase Agreement.
GHS, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we have sold or may sell to them. GHS may sell some, all or none of their shares. We do not know how long GHS will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with GHS regarding the sale of any of the shares.
The following events:
*table presents information regarding the first fiscal year followingSelling Sharehholders and GHS and the fifth anniversaryshares that they may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Shareholders and GHS and reflects their holdings as of September 14, 2018. Except as described herein, neither any of the Selling Shareholders, GHS nor any of their respective affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. References to any Selling Shareholders in this prospectus includes such persons and any of their respective donees, pledgees, transferees or other successors in interest selling shares received after the date of this offering;
*prospectus from such persons as a gift, pledge or other non-sale related transfer. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the first fiscal year after our annual gross revenues are $1 billion
or more;
*SEC under the dateExchange Act. The percentage of shares beneficially owned prior to the offering is based on which we have, during the previous three-year period,
issued more than $1 billion in non-convertible debt securities, or
* as of the end of any fiscal year in which the market value161,555,000 shares of our common stock heldactually outstanding as of October 25, 2018.
To our knowledge and except as noted below, none of the Selling Shareholders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates.
The following table sets forth the name of the Selling Shareholders, the number of shares of common stock beneficially owned by non-affiliates exceeded $700 millionthe Selling Shareholders as of the enddate of this prospectus and the number of shares being offered for sale by the Selling Shareholders.
| BEFORE OFFERING | AFTER OFFERING | ||||
| NAME | NUMBER OF SHARES OWNED | PERCENT OF CLASS (1) | SHARES OFFERED FOR SALE | NUMBER OF SHARES OWNED | PERCENT OF CLASS |
| ANG YEW CHUAN | 25,000 | 0.02% | 2,500 | 22,500 | * |
| CHEN GUIDI | 100,000 | 0.06% | 10,000 | 90,000 | * |
| CHIA BEE WAH | 100,000 | 0.06% | 10,000 | 90,000 | * |
| CHIN TAT LIM | 25,000 | 0.02% | 2,500 | 22,500 | * |
| CICELIA LAU SUAN CAK | 155,000 | 0.10% | 10,000 | 145,000 | * |
| DR WONG KOOI SIN | 25,000 | 0.02% | 2,500 | 22,500 | * |
| FANG WEI FENG | 100,000 | 0.06% | 10,000 | 90,000 | * |
| GU SHAO CHENG | 130,000 | 0.08% | 10,000 | 120,000 | * |
| HEAH CHOON WEE | 80,000 | 0.05% | 8,000 | 72,000 | * |
| HUANG WEN YU | 25,000 | 0.02% | 2,500 | 22,500 | * |
| HUANG YU MEI | 25,000 | 0.02% | 2,500 | 22,500 | * |
| JEFFREY CHUNG SHEUN THAI | 105,000,000 | 64.99% | 300,000 | 104,700,000 | 64.81% |
| JIANG WEN LIN | 25,000 | 0.02% | 2,500 | 22,500 | * |
| JUSTINE LIAU JING CHENG | 100,000 | 0.06% | 10,000 | 90,000 | * |
| KEK LAI CHOO | 6,382,500 | 3.95% | 100,000 | 6,282,500 | 3.89% |
| KWOK KIN TUNG | 105,000 | 0.06% | 10,000 | 95,000 | * |
| LAI LI FONG | 5,070,000 | 3.14% | 100,000 | 4,970,000 | 3.08% |
| LAU CHOON CHOON | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LEE SENG BEE | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LEONG KON FATT | 3,780,000 | 2.34% | 100,000 | 3,680,000 | 2.28% |
| LI YING | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LIAU KIAN YIAN | 500,000 | 0.31% | 10,000 | 490,000 | * |
| LIM CHENG LI | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LIM ENG SOON | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LIM KAR LOONG | 500,000 | 0.31% | 10,000 | 490,000 | * |
| LIM SEE WENG | 105,000 | 0.06% | 10,000 | 95,000 | * |
| LIM YE HAN | 125,000 | 0.08% | 10,000 | 115,000 | * |
| LIU SI MING | 100,000 | 0.06% | 10,000 | 90,000 | * |
| LOO CHEE SEONG | 350,000 | 0.22% | 10,000 | 340,000 | * |
| LOO LIAN LAY | 25,000 | 0.02% | 2,500 | 22,500 | * |
| LOW SENG LAI | 100,000 | 0.06% | 10,000 | 90,000 | * |
| MOK MUN KHEONG | 25,000 | 0.02% | 2,500 | 22,500 | * |
| NG KONG SOON | 25,000 | 0.02% | 2,500 | 22,500 | * |
| NG SIEW HONG | 25,000 | 0.02% | 2,500 | 22,500 | * |
| ONG BAN LEONG | 80,000 | 0.05% | 8,000 | 72,000 | * |
| PANG CHOU OON | 500,000 | 0.31% | 10,000 | 490,000 | * |
| QUEK SEOW YUEN | 5,400,000 | 3.34% | 100,000 | 5,300,000 | * |
| SEE HWA LOOI | 25,000 | 0.02% | 2,500 | 22,500 | * |
| SOO SWEE KIM | 110,000 | 0.07% | 10,000 | 100,000 | * |
| TAN BEE HONG | 25,000 | 0.02% | 2,500 | 22,500 | * |
| TAN SEW HOE | 25,000 | 0.02% | 2,500 | 22,500 | * |
| TAN SIAM HOON | 25,000 | 0.02% | 2,500 | 22,500 | * |
| TAN YONG HUAT | 50,000 | 0.03% | 8,000 | 42,000 | * |
| TANG CHOONG LEE | 25,000 | 0.02% | 2,500 | 22,500 | * |
| TEE CHUEN MENG (2) | 9,615,000 | 5.95% | 200,000 | 9,415,000 | 5.83% |
| THONG NAI HING | 25,000 | 0.02% | 2,500 | 22,500 | * |
| WONG AH KEONG | 80,000 | 0.05% | 8,000 | 72,000 | * |
| WOO WAI LAM | 25,000 | 0.02% | 2,500 | 22,500 | * |
| YAP KEAN WEI | 25,000 | 0.02% | 2,500 | 22,500 | * |
| ZHAO YAN LING | 25,000 | 0.02% | 2,500 | 22,500 | * |
| ZHOU YU HONG | 25,000 | 0.02% | 2,500 | 22,500 | * |
| H2N LCC | 500,000 | 0.31% | 100,000 | 400,000 | * |
| JUDY LEE (2) | 50,000 | 0.03% | 10,000 | 40,000 | * |
| Shining Star Solution Limited (3) | 10,050,000 | 6.22% | 700,000 | 9,350,000 | 5.79% |
| LAI KAH WAI | 105,000 | 0.06% | 10,000 | 95,000 | * |
| GHS Investments LLC (4) | -0- | -0- | -0- | -0- | -0- |
| TOTALS | 150,047,500(4) | 1,974,500 | 148,073,000 |
| (1) | Based on 161,555,000 shares of common stock outstanding as of the date of this prospectus. |
| (2) | Director and/or officer of the Company. |
| (3) | Chun Huan Khoy and Chan Pei Pei are the shareholders and directors of Shining Star. They are not related to any officer or director of the Company . |
| (4) | Does not include 10,638,298 shares issuable pursuant to and Equity Purchase Agreement Between the Company and GHA Investments LLC (“GHS”). Matthew L Schissler, Sarfraz Hajee and Mark Grober are equal partners in GSH and have the voting control. |
PLAN OF DISTRIBUTION
We are registering the shares of common stock issuable to the selling shareholders to permit the resale of these shares of common stock by the holders of the second quartershares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident to the registration of the shares of common stock.
The selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be affected in transactions, which may involve crosses or block transactions. The selling shareholders may use any one or more of the following methods when selling shares:
Other than GHS Investments, the selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that fiscal year.
CONSUMERS MAY NOT ACCEPT OUR WEBSITE AS A VALUABLE COMMERCIAL TOOL WHICH WOULD
HARM OUR BUSINESS.
Forrule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.
Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this registration statement, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with applicable rules of the Financial Industry Regulatory Authority, or FINRA.
Other than GHS Investments LLC, in connection with sales of the shares of common stock or otherwise, and unless limited by any contractual arrangements with us, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume and the selling shareholders may also sell shares of common stock short and if such short sale shall take place after the date that this registration statement is declared effective by the SEC, the selling shareholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling shareholders have been advised that they may not use shares registered pursuant to this registration statement to cover short sales of our common stock made prior to the date the registration statement is declared effective by the SEC.
The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this registration statement or any amendment to this registration statement under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this registration statement. The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this registration statement. The GHS Equity Financing Agreement is not transferable and any benefits attached thereto may not be assigned.
The selling shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock offered hereby may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including without limitation, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
Except as noted under the caption “Selling Shareholders” above, each selling shareholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon being notified in writing by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with in all respects.
Each selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the registration of the shares of common stock, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We may indemnify the selling shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the agreements with the selling shareholders, or the selling shareholders may be entitled to contribution.
DESCRIPTION OF CAPITAL STOCK
The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to the Company’s. certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and the applicable provisions of the Nevada Corporation Law.
Our amended certificate of incorporation authorizes us to achieve significant growth, local guides,issue up to 500,000,000 shares of common stock, par value $0.001 per share.
Common Stock
Shares of our common stock have the following rights, preferences and privileges:
Voting
Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the case of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.
Dividends
Holders of our common stock are entitled to receive dividends when, as and if declared by the our board of directors out of funds legally available for payment, subject to the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on our common stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The board’s determination to issue dividends will depend upon our profitability and financial condition any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that our board of directors deems relevant.
Liquidation Rights
In the event of a voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock, if any, have received their liquidation preferences in full.
Limitations on Liability and Indemnification of Officers and Directors
Our certificate of incorporation and bylaws limit the liability of our officers and directors and provide that we will indemnify our officers and directors, in each case, to the fullest extent permitted by the Nevada Revised Statutes.
THE BUSINESS AND BUSINESS PLAN
Background
The Company is a development stage company and has limited operating history and is expected to experience losses in the near term.
Natural Health Farm Holdings Inc. (“ NHEL”) is a Nevada based corporation established in 2014 under the name Amber Group Inc. The Company was established with the idea of online travel portal and the business proved not profitable and in 2017 it changed the nature of business and its name to Natural Health Farm Holdings, Inc.
NHEL is a biotechnology company aiming to establish a complete healthcare eco-system based on natural or naturopathic products.
As of May 2018 the Company has developed and started to commercialize the Naturopathic Learning Management System to enable both consumers and advertisers
must accept our websitedistributors of naturopathic products to educate themselves on various diseases and natural based diagnoses.
In the quest to design and build a complete healthcare naturopathic eco-system the company plans to establish or acquire a number of business units namely:
1. Research & Development Facility. This business unit shall develop new products as well as conduct a valuable commercial tool (Asnumber of December 31, 2014,
we have testing version of our web site. We do not have a fully developed
website yet). Consumers who have historically purchased products using
traditional commercial channels,product tests such as local agentssafety and calling agents
directly must instead purchase thesereliability test. In addition to that this business unit shall focus on planting unique species of mushrooms for medicinal use.
2. Manufacturing and Production Facility. This Business unit shall mass-produce the products throughdeveloped by the research and development unit for South-East Asian, Middle East, Australian, European and North American markets.
3. Marketing and Distribution System. This business unit shall focus on developing an omni-channel distribution system that would consist of ecommerce platform, retail outlets, malty-level marketing system. The company plans to franchise the distribution system to scale to global markets.
4. Naturopathic Academy and College. The company plans to obtain necessary permits to operate its own academy to train and nutritionists and professionals with diploma as well as other recognized qualifications. The graduates shall be employed by the company`s marketing and distribution system to provide our website. Local guides
will needcustomers with scientific approach to viewhealth and nutrition and professional guidance to their quest to healthier life. The company shall work with other healthcare providers to ensure employment opportunities for all our websites as an efficientgraduates.
Natural Health Farm Holdings Inc – NHEL- exists to enable healthier life for everyone and profitable channelwe believe that a complete healthcare eco-system from farm, research & development, manufacturing, distribution and professional support is necessary of distribution for their travel products. Advertisers will needconsumers and shall make Natural Health Farm Holdings Inc – NHEL- a global player in this industry.
The company aims to view our
website as effective ways to reach their potential customers.
become one stop naturopathic healthcare provider by owning the entire value chain of a biotechnology homeopathic natural healthcare. To achieve this the company has currently developed its own learning management system and its content library and is in process of acquiring and or developing the following aspects of naturopathic healthcare facilities:
| · | Research and Development Facility. This facility shall do research and development as well as new product development for homeopathic supplements and vitamins. The facility shall conduct the product tests required by regulators and quality standards. |
| · | Manufacturing facility shall manufacture and do packaging of the products that the company aims to market within its portfolio. |
| · | Distribution network of the product shall consist of multiple channels such as retail outlets, franchisees, distributor or partner shops, online website and multi-level marketing distribution system. |
| · | Education and Placement services. The company believes that having a sophisticated and modern approach to distribution of naturopathic healthcare products is important to gain competitive advantage. Therefore having qualified and well trained nutritionists is important. The company plans to set up its own academy to offer qualifications in health and nutrition and graduates will be employed within the company distribution system and offer them to the industry. |
Marketing
In order to achievebecome competitive in the acceptancehealthcare industry the Company has taken steps to establish and number of digital marketing channels namely:
| 1. | Website. This is an effective marketing and branding tool for customers, employees and investors as well as the public educations. The company has completed its website and updates it regularly. |
| 2. | Social media channels. The Company has set up major social media channels such as facebook, linkedin and twitter. The Company has established its own YouTube channel as well. These social media channels are linked and integrated with the website. |
| 3. | Network marketing distribution system is an essential part of marketing strategy of the Company. Upon obtaining the necessary multi level marketing license the company plans to recruit and train the network marketers who would promote and educate customers of our products. |
| 4. | Digital and analog advertising. Upon completion of the infrastructure and product mix the company shall make the required adverting investment in both digital and analog advertising. |
Global Homeopathy Product Market
The global market for homeopathy products has substantially incresed in the past few years, with sales of amounting to billions of dollars in key regions such as Europe, North America, Asia Pacific, and Middle East and Africa. Aversion to allopathic medicines, a constant rise in demand for convenient dosages of a variety of medicines, and an increase in consumer confidence about alternate treatment methodologies are all significantly fueling the market growth.
Furthermore, with the growing amount of disposable income available with individuals, especially from developing regions, the expenditure on the global homeopathy products market has substantially increased over the past few years. This factor is expected to continue benefitting the market due to a lot of homeopathy medicines being reasonably priced but often not being covered by insurance.
Transparency Market Research estimates that the global homeopathy product market will exhibit a promising 18.2% CAGR over the period between 2016 and 2024. If the number holds true, the market, which valued at US$3,867.7 mn in 2015, is expected to reach US$17,486.2 mn by 2024.
Demand for Convenient Dosages to Bolster Demand for Homeopathic Products in Dilution Form
On the basis of product type, the study examines homeopathy medicine varieties in forms such as tablet, tincture, biochemics, dilutions, and ointments. Of these, the dilutions segment is anticipated to account for US$6,253.9 mn by 2024, registering a substantially high Compound Annual Growth Rate (“CAGR”) of 17.8% over the forecast period. The high demand for homeopathy products in dilutions form can be attributed to the increasing demand for convenient dosage forms. The segment is estimated to account for the dominant share of 36.8% in the global homeopathy product market by 2016 end but is expected to decrease to 35.8% by 2024.
The tincture segment is expected to follow closely with a value share of 19.5% by 2024 and a CAGR of 17.8% over the period between 2016 and 2024. The segment of ointments is expected to be the most promising in terms of future growth prospects. The study states that the market for homeopathy ointments will exhibit a CAGR of 19.8% from 2016 through 2024, accounting for nearly 12% of the overall market by 2024.
Market in Middle East and Africa to Witness Most Promising Growth
On the basis of geography, the market for homeopathy products in Europe is projected to remain dominant in the global market throughout the forecast period. Homeopathic product in Europe region is estimated to account for the most significant share of 37.9% in 2016, which is expected to decrease to 36.4% by 2024.
The market for homeopathic products is expected to witness a robust growth in the Asia Pacific region owing to increasing population and demand for alternative low cost medicines. The regional market is expected to exhibit a strong CAGR of 18.9% over the forecast period. It is also expected to benefit from rising online sales of homeopathic products and intense competition among homeopathic product manufacturers across key developing and developed countries in the region.
The homeopathy products market in Middle East and Africa projected to be the one with the most promising growth rate in the near future, an estimated 21.1% CAGR from 2016 through 2024. The MEA region has witnessed rapid increase in disposable income over the last few years and this has subsequently led to an increase in the number of consumers local guidesable to pay for homeopathy product.
The report also profiles some of the leading homeopathic products manufacturers operating in the global homeopathic products market. Key market players featured in the report include Boiron Group, Biologische Heilmittel Heel GmbH, A Nelson & Co Ltd, GMP Laboratories of America, Inc., Standard Homeopathic Company (Hyland's, Inc.), Washington Homeopathic Products, Inc., Homeocan inc., Hahnemann Laboratories, Inc., Mediral International Inc., and advertisers
contemplated byAinsworths Ltd.
Competition
Almost all of our business plan,competitors are larger, have greater resources and our more well known than the Company Some of our competitors are either publicly traded or are divisions of publicly-traded companies, and they enjoy several competitive advantages, including:
| · | significantly greaternamerecognition; |
| · | established relations with healthcare professionals, customers and third-party payors; |
| · | established distribution networks; |
| · | Additional lines of products, andtheability to offer rebates or bundle products to offer higher discounts or incentives to gain a competitive advantage; |
| · | greaterexperiencein conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products and marketing approved products; and |
| · | greater financial and human resources for product development, sales and marketing, and patent litigation. |
Some of our other non-publicly traded competitors also enjoy these competitive advantages. As a result, we will need to make substantial investments
in our technology and brand. We cannot at this time determine how much of an
investment it will take nor, be assuredassure that we will be able to secure the funds
required.compete effectively against these companies or their products.
Description of Property
The Company owns no real estate. We currently maintain our corporate office at 20 North Orange Ave., Suite 1100, Orlando, Florida 32801. We believe that this current office space is adequate for our current operations and we do not have specific plans or budget at this time.anticipate that we will require any additional office space in the foreseeable future.
Employees
Currently the Company has no employees other than its President/CEO and Secretary who devote approximately 65% and 50%, respectively, of their time to the business of the Company.
Jumpstart Our failureBusiness Startups Act
In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to make progress in these areas may harm our business.
11
SECURITY BREACHES IN OUR FUTURE WEBSITE SYSTEMS COULD DAMAGE ITS REPUTATION AND
CAUSE IT TO LOSE CUSTOMERS.
The securityfive years and provides a new form of customers' confidential transaction data could be jeopardized by
accidental or intentional actsfinancing to small companies; Amendments to certain provisions of Internet users, currentthe federal securities laws to simplify the sale of securities and former employees
or others, or by computer viruses. Our future website could lose customers and
be liable for damages caused by these security breaches. Security breaches
experienced by other electronic commerce companies could reduce consumers'
confidence in our future web site. Although will use encryption and
authentication technology, these measures can be circumvented. The costsincrease the threshold number of record holders required to continually upgrade security measures could be prohibitively
expensive and could result in delays or interruption of service.
AS A SECTION 15(D) FILER, WE WILL NOT BE A FULLY REPORTING COMPANY.
We will not be subject totrigger the proxy rules under Section 14 of the Exchange Act,
the prohibition of short-swing profits under Section 16 of the Exchange Act and
the beneficial ownership reporting requirements of Sections 13(d) and (g) of the
Exchange Act. If we have less than 300 shareholders following the fiscal year in
which our registration statement becomes effective, our periodic reporting
obligations under Section 13(a) will be automatically suspended under Section
15(d) of the Exchange Act.
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and rules1934; Relaxation of the Commission. The term "penny stock" generally refers togeneral solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a security issuednew exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a very smallnon-reporting company offers and sales of securities of up to $1,000,000 that trades at less than $5 per share.
The Exchangecomply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such penny stock rules generally imposesales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of
| (i) | the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more, | |
| (ii) | the completion of the fiscal year of the fifth anniversary of the company’s IPO; | |
| (iii) | the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or | |
| (iv) | the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934. | |
The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional sales
practicenew guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.
Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:
| (i) | audited financial statements required for only two fiscal years; | |
| (ii) | selected financial data required for only the fiscal years that were audited; | |
| (iii) | executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter) | |
However, the requirements on broker-dealers who sell our securities
to persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly
with spouse), or in transactions not recommendedfor financial disclosure provided by Regulation S-K promulgated by the broker-dealer. For
transactions coveredRules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.
Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.
The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the penny stock rules, a broker dealer must make certain
mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be
received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
MARKET FOR PENNY STOCK HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD AND
ABUSE
According to SEC Release No. 34-29093, the market for penny stocks has suffered
in recent years from patterns of fraud and abuse. Such patterns include:
* Control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;
* Manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;
* Boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced salespersons;
* Excessive and undisclosed bid-ask differential and markups by selling
broker-dealers; and,
* The wholesale dumping of the same securities by promoters and
broker-dealersPublic Company Accounting Oversight Board (“PCAOB”) after prices have been manipulated to a desired level,
along with the resulting inevitable collapse of those prices and with
consequential investor losses.
Our management is aware of the abuses that have occurred historically in the
penny stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.
The occurrence of these patterns or practices could increase the volatility of
our share price.
12
OUR PRESIDENT, MR.FURSS DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
BEST-EFFORTS OFFERING, AND OUR BEST EFFORTS OFFERING DOES NOT REQUIRE A MINIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.
Mr.Furss does not have any experience conducting a best-efforts offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
efforts offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-efforts
offering could be the basis of your losing your entire investment in us.
WE PLAN TO SELL SHARES IN THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE
TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates; however, there is no
guarantee that he will be able to sell any of shares. Unless he is successful in
selling all of the shares and we receive the proceeds from this offering, we may
have to seek alternative financing to implement our business plan.
DISADVANTAGES TO PURCHASERS BECAUSE OF THE LACK OF UNDERWRITER PARTICIPATION
No underwriter has been involved in the preparation of this prospectus or
performed any review or independent due diligence of the contents of this
prospectus. No underwriter had been involved in activities such as investigating
the Company, verifying the accuracy of the disclosure and assisting the Company
in setting the offering price.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board ("OTCBB").
Market makers are not permitted to begin quotation of a security whose issuer
does not meet this filing requirement. Securities already quoted on the OTCBB
that become delinquent in their required filings will be removed following a 30
day grace period if they do not make their required filing during that time.
We cannot guarantee that our application will be accepted or approved and our
stock listed and quoted for sale. As of the date of this filing, there have been
no discussionsthe JOBS Act’s enactment, except as otherwise required by SEC rule.
The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or understandings between Amber Group, Inc. and anyone acting on
our behalf, with any market maker regarding participation infor a future trading
market for our securities. If no market is ever developed for our common stock,
it will be difficult for yousupplemental auditor report about the audit.
Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to sell any shares you purchase in this offering.
In suchfile a case, you may find that you are unable to achieve any benefit from
your investment or liquidate your shares without considerable delay, if at all.
In addition, if we fail to have our common stock quoted on a public trading
market, your common stock will not have a quantifiable value and it may be
difficult, if not impossible, to ever resell your shares, resulting in an
inability to realize any value from your investment.
13
Factors such as announcements of new services by us or our competitors, and
quarter-to-quarter variations in our results of operations, as well as market
conditions in our sector may have a significant impactreport on the market price of
our shares. Further, the stock market has experienced extreme volatility that
has particularly affected the market prices of the stock of many companies and
such volatility may be unrelated or disproportionate to the operating
performance of those companies.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Mr. Furss has agreed to loan funds to the company to cover future SEC reporting
and compliance costs. After the effective date of this prospectus, we will be
required to file annual, quarterly and current reports, and/or other information
with the SEC.
We plan to contact a market maker immediately following the close of the
offering and apply to have the shares quoted on the OTCBB. To be eligible for
quotation, issuers must remain current in their filings with the SEC. In order
for us to remain in compliance we will require future revenues to cover the cost
of these filings, which could comprise a substantial portion of our available
cash resources. The costs associated with being a publicly traded company in the
next 12 month will be approximately $10,000. If we are unable to generate
sufficient revenues to remain in compliance it may be difficult for you to
resell any shares you may purchase, if at all. Also, if we are not able to pay
the expenses associated with our reporting obligations we will not be able to
apply for quotation on the OTCBB.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Vadims Furss, our sole officer and
director has no experience managing a public company, which is required to
establish and maintain disclosure controls and procedures andCompany’s internal control over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with allreporting, although management of the various rules and regulations, which areCompany is still required for
a public company. However, if we cannot operate successfully as a public
company, your investment may be materially adversely affected. Our inability to operate as a public company could befile its report on the basis of losing your entire investment
in us.
OUR FINANCIAL STATEMENTS MAY NOT BE COMPARABLE TO THOSE OF COMPANIES THAT COMPLY
WITH NEW OR REVISED ACCOUNTING STANDARDS.
We have elected to take advantageadequacy of the benefits of the extended transition
period that Company’s internal control over financial reporting.
Section 107102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.
Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company as
providedcan communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.
Section 7(a)(2)(B)106 of the SecuritiesJOBS Act for complying with newpermits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or revised accounting standards. Our financial statements may, therefore, not be
comparabledisclosing the information contained in its registration statement until the company is ready to thoseconduct a road show.
Election to Opt Out of companies that comply with such new or revised accounting
standards. We cannot predict if investors will find our common stock less
attractive because we may rely on these exemptions. If some investors find our
common stock less attractive as a result, there may be a less active trading
market for our common stock and our stock price may be more volatile.
OUR STATUS AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT OF 2012 MAY MAKE
IT MORE DIFFICULT TO RAISE CAPITAL WHEN WE NEED TO DO IT.
BecauseTransition Period. Section 102(b)(1) of the exemptionsJOBS Act exempts emerging growth companies from various reporting requirements providedbeing required to us as
an "emerging growth company" and because we will have an extended transition
period for complyingcomply with new or revised financial accounting standards we may
be less attractive to investors and it may be difficult for us to raise
additional capital as and when we need it. Investors may be unable to compare
our business with otheruntil private companies in our industry if they believe(that is, those that our
14
financial accounting ishave not as transparent as other companies in our industry.
If wehad a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are unable to raise additional capital as and when we need it, our
financial condition and results of operations may be materially and adversely
affected.
WE WILL NOT BE REQUIRED TO COMPLY WITH CERTAIN PROVISIONS OF THE SARBANES-OXLEY
ACT FOR AS LONG AS WE REMAIN AN "EMERGING GROWTH COMPANY."
We are not currently required to comply with the SEC rules that implement
Sections 302 and 404new or revised financial accounting standard.
The JOBS Act provides a company can elect to opt out of the Sarbanes-Oxley Act,extended transition period and are therefore not required
to make a formal assessment of the effectiveness of our internal controls over
financial reporting for that purpose. Upon becoming a public company, we will be
required to comply with certain of these rules, which will require management to
certify financial and other information in our quarterly and annual reports and
provide an annual management report on the effectiveness of our internal control
over financial reporting. Though we will be required to disclose changes made in
our internal control procedures on a quarterly basis and we will be required to
provide a report of management on the effectiveness of internal controls over
financial reporting for the fiscal year for which our second annual report is
due, we will not be required to comply with the auditor attestation requirementrequirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.
Legal Proceedings
There are no pending, threatened or actual legal proceedings in which the Company is a party.
Subsidiaries-The Company has no subsidiaries.
MANAGEMENT
Directors and Executive Officers
The name, address and position of our present officers and directors are set forth below:
| Name and Address of Executive | |||||
| Officer and/or Director | Age | Position | |||
Tee Chuen Meng 20 North Orange Ave., Suite 1100 Orlando, Florida 32801 | 37 | President, Treasurer and Director | |||
Judy Lee 20 North Orange Ave., Suite 1100 Orlando, Florida 32801 | 50 | Director | |||
Patricia Yeoh 20 North Orange Ave., Suite 1100 Orlando, Florida 32801 | 34 | Secretary |
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR
Mr. Tee Chuen Meng, age 37, is the Chief Executive Officer and Director of NHF Group of Companies. Natural Health Farm Group of Companies controls several companies in the natural health industry throughout Malaysia, China and other countries. Mr. Meng has been navigating these companies for over 5 years expanding it to 70 retail stores in several countries. Mr. Meng is also the Senior Physician for Natural Health Naturopathics Centre.
Mr. Meng received an MBA from the University of South Australia achieving the Chancellor List in 2010. He attended University of Technology in Malaysia and also received a Diploma of Diet & Nutrition from the International Therapy Examination Council. Mr. Meng’s qualifications and management experience makes him a perfect fit for this position and to lead the Company in future.
Mr. Meng continues to serve as Director, President, CEO and CFO of the Company. There was no disagreement between the Company and Mr. Meng regarding his resignation as our Chairman and as our Secretary.
Subsequent to September 30, 2017, the following two persons were appointed as Directors and/or officer on November 28, 2017:
Judy Lee, age 50, holds a B.S. in Acupuncture and Oriental Medicine. She completed an advanced course at Guangzhou University of Chinese Medicine. She operates and owns a health consultation and nutritional business in the United States of America. She is a certified Nutrition Consultant and licensed Acupuncturist. Ms. Lee teaches at Oriental Medical Institute in California, and Naturopathic Academy in Malaysia. Ms. Lee is a Member of the American Naturopathic Medical Association and a Member of the American Association of Nutrition. She is also certified by the American Naturopathic Medical Certification Board.
Patricia Yeoh, age 34, is the Secretary and current Investor Relations Officer of the Company. With more than 10 years of working experience, Patricia exposed herself in various industries, including IT services, Digital Imaging, FMCG, F&B and E-commerce. She started her career as an Event Operations Manager and senior client partner executive in few marketing agencies, servicing several MNCs customers. Thereafter she joined LINE+ Corporations as Public Relations Manager for Malaysia market for more than 2 years, then another year as Public Relations & Marketing Manager in Lelong.my. She was then working with NHF subsidiaries in Australia as a special project officer. Ms. Yeoh attended Edith Cowan University, Australia, where she received a B. Comm. Degree.
There were no understandings between the Company and either Tee Chuen Meng or Judy Lee concerning their respective appointments as Director.
During the past ten years, none of our present executive officers or directors have been the subject of the following events:
| 1. | A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
| 2. | Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| · | (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or |
| · | (ii) Engaging in any type of business practice; or |
| · | (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| 4. | The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3 (i) in the preceding paragraph or to be associated with persons engaged in any such activity; |
| 5. | Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| 8. | Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Family Relationships
There are no family relationships among our directors or executive officers.
CODE OF ETHICS
We have not yet adopted a code of ethics that applies to our internal control oversole officer and directors, or persons performing similar functions because we are in the start-up phase and are in the process of establishing our operations. We plan to adopt a code of ethics as and when our Company grows to a sufficient size to warrant such adoption.
AUDIT COMMITTEE
We have not established an audit committee as at the date of this registration statement, nor do we have plans to establish an audit committee until such time as we have established our full operations and retained sufficient independent directors as members of our board of directors willing to be appointed to the audit committee and carry out the customary functions of an audit committee.
DIRECTOR NOMINEES
We do not have a nominating committee. Our directors will in the future select individuals to stand for election as members of our board of directors. The Company does not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our board has determined that it is in the best position to evaluate our Company's requirements as well as the qualifications of each candidate when it considers a nominee for a position on our board.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial reporting pursuantstatements and disclosure.
EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary (collectively, the "Named Executive Officer") from inception on July 10, 2014 until September 30, 2016 and for the years ended September 30, 2017 and 2018:
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year
| Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Plan ($) | Nonqualified ($) | All Other ($) | Total ($) | |||||||||
| Vadims Furss, | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
Former President, Treasurer | 2017 2018 | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0— 0- | |||||||||
| Tee Chuen Meng | 2016 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
President, Treasurer | 2017 2018 | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- |
There are no current employment agreements between the Company and any of its officers and/or directors. The compensation discussed herein addresses all compensation awarded to, Section 404
untilearned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the laterbenefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of August 31, 2018, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
Outstanding Equity Awards at August 31, 2018
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | |||||||||||||||
| Tee Chuen Meng | 100,000 | 1.50 | May 30, 2023 | |||||||||||||||||
| Judy Lee | 50,000 | 1.50 | May 30, 2023 | |||||||||||||||||
| Patricia Yeoh Sin Tze | 50,000 | 1.50 | May 30, 2023 | |||||||||||||||||
Stock Option Plan
On May 30, 2018, the Board of Directors authorized and approved the 2018 Non-Qualified Stock Option Plan (the “2018 Plan) and reserved 10,000,000 shares of the year following our first annual report requiredCompany’s common stock intended to be issued to selected officers, directors, consultants and key employees provided that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote or maintain a market for the Company’s securities. The Company filed a Registration Statement with the SEC oron May 31, 2018 disclosing formation of 2018 Plan.
On May 30, 2018, the date we are no longerBoard granted stock options under the 2018 Plan to two directors, an "emerging growth company" as
defined inofficer and an employee, and three independent consultants to purchase up to 450,000 shares of common stock with a five-year term. The stock options vested immediately upon the JOBS Act.
Our independent registered public accounting firm is not required to formally
attest to the effectiveness of our internal control over financial reporting
until the laterissuance date. The exercise price of the year following our first annual report requiredstock options to be
filed withpurchase common stock was at $1.50 per share, and the SEC, orquoted market price of the date we are no longer an "emerging growth company."
At such time, our independent registered public accounting firm may issue a
report that is adverse in the event it is not satisfied with the level at which
our controls are documented, designed or operating. We will be exempt from the
auditor attestation requirement concerning management's reportCompany stock on the effectiveness of internal control over financial reporting for so long as we
remain a smaller reporting company.
We will be requiredgrant date was $1.70. The option to provide a report of managementpurchase common stock expires on internal control over
financial reporting for the fiscal year for which our second annual report is
due. In this regard, our status as an emerging growth company does not exempt us
from this requirement.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.02. May 30, 2023.
The following table sets forth the usesprovides information with respect to options outstanding under our Plan:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance | |||||||||
| Equity compensation plans approved by security holders | -0- | $ | -0- | -0- | ||||||||
| Equity compensation plans not approved by security holders | 10,000,000 | 1.50 | 9,550,000 | |||||||||
| Total | 10,000,000 | $ | 1.50 | 9,550,000 | ||||||||
The purpose of proceeds assuming the
sale 100%, 75%, 50%our Plan is to attract and 25% respectively,retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of the securities offered for saleproprietorship and to stimulate an active interest of such persons in our development and financial achievements. The Plan will be administered by the Company. There is no assurance that we will raiseCompensation Committee of our Board of Directors, once established, or by the full $100,000 as
anticipated.
(25%board, which may determine, among other things, the (a) terms and conditions of (50% of (75% of (100% of
offering) offering) offering) offering)
--------- --------- --------- ---------
Gross proceeds $ 25,000 $ 50,000 $ 75,000 $100,000
Offering expenses $ 9,500 $ 9,500 $ 9,500 $ 9,500
Net proceeds $ 15,500 $ 40,500 $ 65,500 $ 90,500
In order of priority,any option or stock purchase right granted, including the net proceeds of the offering will be used as follows:
25% of 50% of 75% of 100% of
offering offering offering offering
-------- -------- -------- --------
Office rent $ 5,000 $ 9,800 $ 9,800 $ 9,800
Website developing and maintenance $ 1,000 $ 5,100 $10,000 $10,000
Marketing and advertising $ 3,000 $15,600 $35,700 $60,700
General and administrative $ 6,500 $10,000 $10,000 $10,000
TOTAL $15,500 $40,500 $65,500 $90,500
15
The above figures represent only estimated costs. Mr. Furss has agreed to loan
us funds to implement our business plan and maintain our reporting status and
quotation on the OTCBB until we raise funds from this offering. Mr. Furss will
not be repaid from the proceeds of this offering. There is no due date for the
repayment of the funds advanced by Mr. Furssexercise price and the loan being intend at 0% per
annum. Mr. Furss will be repaid from revenues of operations ifvesting schedule, (b) persons who are eligible to receive options and when we
generate revenues to pay the obligation.
Total offering expenses are $9,500. This amount consists of $3,500 for legal
fees; $86.36 for printing costs; $1,300 for accounting feesstock purchase rights and expenses; $3,000
for auditor fees and expenses; $1,600 for transfer agent fees; and $13.64 for
the registration filing fee.
"General and Administrative Costs" noted above include costs related to
accounting, audit, legal and transfer agent costs that we incur in filing
reports with the Securities and Exchange Commission, as well as general working
capital, which are estimated to be approximately $10,000 per year. If we are
only able to complete 25% of the offering, we will have to rely upon loans from
our president to cover approximately $3,500 of our general and administrative
expenses.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining(c) the number of shares to be offeredsubject to each option and stock purchase right. The types of equity awards that may be granted under the offering price, we took into
consideration our cash on handPlan are: (i) incentive stock options (“ISOs”) and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.02 per share. This price is
significantly higher than the price paid by the Company's sole directornon-incentive stock options (“Non-ISOs”); (ii) share appreciation rights (“SARs”); (iii) restricted shares, restricted share units (which are shares granted after certain vesting conditions are met) and officer for common equity on September 29, 2014. Vadims Furss has paid $.001 perunrestricted shares; (iv) deferred share for the 4,000,000 shares of common stock he purchased from the Company.
Dilution represents the difference between the offering priceunits; and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
Assuming completion of the offering, there will be up to 9,000,000 common shares
outstanding. (v) performance awards.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table illustratesprovides certain information regarding the perownership of our common share dilution that
may be experienced by investors at various funding levels. This tablestock, as of the date of this Prospectus:
* each of our executive officers;
* each director;
* each person known to us to own more than 5% of our outstanding common stock; and
* all of our executive officers and directors and as a group.
| Title of Class | Name Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||
| Common Stock | Tee Chuen Meng 20 North Orange Ave., Suite | 9,715,000 shares common stock (direct) (1) | 5.9% | |||
| Common Stock | Jeffrey Chung Sheun Thai 20 North Orange Ave., Suite | 105,000,000 share of common stock (direct) | 65.1% | |||
| Common Stock | Judy Lee 20 North Orange Ave., Suite | 50,000 shares of common stock direct (2) | * | |||
| Common Stock | Patricia Yeoh 20 North Orange Ave., Suite | -0- | ||||
| Common Stock | All officers and directors as a group (3) | 9,765,000 shares of common stock direct (1)(2) | 6.0% |
* less than 1%
(1) Includes 100,000 shares upon exercise of options
(2) Includes 50,000 shares upon exercise of options
The percent of class is based on 4,000,000 common shares outstanding as of September 30, 2014 and total
stockholder's equity of $(325) utilizing audited September 30, 2014 financial
statements.
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PURCHASERS OF SHARES IN THIS OFFERING IF 100% SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.0089
Capital contributions $ 100,000
Number of shares after offering held by public investors 9,000,000
Percentage of ownership after offering 45%
Increase per common share attributable to investors 0.0112
Pro forma net tangible book value per common share after offering 0.0111
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.0104
Capital contributions $ 75,000
Number of shares after offering held by public investors 7,750,000
Percentage of ownership after offering 52%
Increase per common share attributable to investors 0.0097
Pro forma net tangible book value per common share after offering 0.0096
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.0124
Capital contributions $ 50,000
Number of shares after offering held by public investors 6,500,000
Percentage of ownership after offering 62%
Increase per common share attributable to investors 0.0077
Pro forma net tangible book value per common share after offering 0.0076
PURCHASERS OF SHARES IN THIS OFFERING IF THE 25% OF SHARES SOLD
Price per share $ 0.02
Dilution per share $ 0.0153
Capital contributions $ 25,000
Number of shares after offering held by public investors 5,250,000
Percentage of ownership after offering 77%
Increase per common share attributable to investors 0.0048
Pro forma net tangible book value per common share after offering 0.0047
SELLING SECURITIY HOLDERS
Not applicable, we do not have any selling security holders.
17
PLAN OF DISTRIBUTION
We have 4,000,000161,555,000 shares of common stock issued and outstanding as of October 25, 2018.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the dateyear ended September 30, 2018, we had not entered into any transactions with any of this prospectus. The Company is registering an additionalour officers or directors, or persons nominated for these positions, beneficial owners of 5,000,000 shares
of its common stock for sale at the price of $0.02 per share. There is no
arrangement to address the possible effect of the offering on the price of the
stock.
In connection with the Company's selling efforts in the offering, Vadims Furss
will not register as a broker-dealer pursuant to Section 15 of the Exchange Act,
but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1,
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Furss is not subject to any statutory disqualification, as that
term is defined in Section 3(a)(39) of the Exchange Act. Mr. Furss will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Mr. Furss is not, nor has he been within the
past 12 months, a broker or dealer, and he is not, nor has he been within the
past 12 months, an associated person of a broker or dealer. At the end of the
offering, Mr. Furss will continue to primarily perform substantial duties for
the Company or on its behalf otherwise than in connection with transactions in
securities. Mr. Furss will not participate in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on Exchange
Act Rule 3a4-1(a)(4)(i) or (iii).
The Company will receive all proceeds from the sale of the 5,000,000 shares
being offered. The price per share is fixed at $0.02 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the OTCBB. In order to be quoted on the OTCBB, a market maker must file an
application on our behalf in order to make a market for our common stock. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, nor can there be any assurance that such an application
for quotation will be approved. However, sales by the Company must be made at
the fixed price of $0.02 until a market develops for the stock.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one5% or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.02 per share.
In order to comply with the applicable securities laws of certain countries, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which the Company has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
The shares of common stock being offered by us have not been registered for sale
under the securities laws of any state as of the date of this prospectus.
18
DESCRIPTION OF SECURITIES TO BE REGISTERED
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of December 31, 2014, there were 4,000,000 shares of our common stock, issued and outstanding those were held by one registered
stockholderor family members of record, our sole officer and Director.
COMMON STOCK
The following isthese persons wherein the amount involved in the transaction or a summaryseries of similar transactions exceeded the lesser of $120,000 or 1% of the material rights and restrictions associated
with our common stock. The holdersaverage of our total assets for the last three fiscal years.
LEGAL MATTERS
Barnett & Linn, Calabasas, California, has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company. Mr. Barnett , a principal in the firm of Barnett & Linn, was granted an option to purchase 50,000 shares of the Company’s common stock currentlyat an exercise price of $1.50. The option expires on May 30, 2023.
EXPERTS
Changes in Registrant’s Certifying Accountant
On October 14, 2017, Michael Gillespie & Associates, PLLC (“Gillespie”) resigned as the Company’s independent registered public accounting firm.
Gillespie issued audit reports on the Company’s financial statements for the years ended September 30, 2016, 2015 and 2014.
The Gillespie reports on the financial statements of the Company for each of the past three years did not contain an adverse opinion or a disclaimer of opinion, or were qualified or modified as to uncertainty, audit scope, or accounting principles.
The Gillespie reports on the financial statements of the Company for the past three years each contained going concern explanatory paragraphs.
During the Company’s three most recent fiscal years and any subsequent interim period preceding Gillespie’s dismissal, there were no reportable events or disagreements with Gillespie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Gillespie, would have (i) equal
ratable rightscaused the Company to dividends from funds legally available therefore, when, as and
if declared bymake reference to the subject matter of the disagreement(s) in connection with this report.
On October 25, 2017, the Board of Directors of the Company; (ii) are entitledCompany approved the appointment of and engaged M&K CPAs PLLC (“M&K”) as the Company's new independent registered public accounting firm for the Company's fiscal year ended September 30, 2017, subject to share
ratably in allthe completion of final acceptance procedures.
In connection with this change of registered independent public accountants, there were no disagreements between the Registrant and our former accountants, Michael Gillespie & Associates, PLLC, of the assetstype described in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or any reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The financial statements of the Company availableincluded in this prospectus and in the registration statement for distributionthe year ended 2017 by M&K CPAS, LLC, Houston, Texas, independent registered public accounting firm, to holdersthe extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of common stock upon liquidation, dissolution or winding up of the
affairssaid firm as an expert in auditing and accounting.
The financial statements of the Company (iii) do not have preemptive, subscription or conversion
rightsincluded in this prospectus and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stock holders may vote. Please referin the registration statement for the year ended 2016 by Michael Gillespie & Associates, LPPC, Seattle, Washington, independent registered public accounting firm, to the Company's
Articles of Incorporation, Bylawsextent and for the applicable statutes of the State of
Nevada for a more complete description of the rightsperiods set forth in their report appearing elsewhere herein and liabilities of holders
of the Company's securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
ANTI-TAKEOVER LAW
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over
the acquisition of a controlling interest in certain Nevada corporations unless
the articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the stateregistration statement, and are included in reliance on such report, given the authority of Nevadasaid firm as an expert in auditing and that have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in the State of Nevada
directly or through an affiliated corporation. Because of these conditions, the
statute currently does not apply to our company.
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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
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INTERESTS OF NAMED EXPERTS AND COUNSEL
accounting.
No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectusprospectus 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, exceeding $50,000, directlydirect or indirectly,indirect, in the Company or any of its
parents or subsidiaries.registrant. Nor was any such person connected with Amber Group,
Inc. or any of its parents or subsidiariesthe registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
EXPERTS
The validity of the issuance of the shares of common stock offered by us has
been passed upon by Bauman & Associates Law Firm
Gillespie & Associates, PLLC our independent registered public accounting firm,
has audited our financial statements included in this prospectus and
registration statement to the extent and for the periods set forth in their
audit report. Gillespie & Associates, PLLC has presented its report with respect
to our audited financial statements.
INFORMATION WITH RESPECT TO THE REGISTRANT
DESCRIPTION OF THE BUSINESS
We were incorporated on June 10, 2014 and intend to offer local guided tours via
our web platform. Our future web site will connect travelers with freelance
guides to facilitate the creation and purchase of private tours around the
world. Customers will simply enter their destination, choose a tour with
favorite guide and in just a few clicks, customers can book tour directly with
the local guide. Before booking customers can check the guide's profile, see
their feedbacks and even message the guide to customize a tour, tailored to
customer needs. We intend to offer guided tours in Europe and North America (USA
and Canada), and we plan to run our business from outside the United States
during the first year of operation.. Currently we have only testing version of
our website.
Whether customer is looking for a city tour, wine tasting experiences, walking
tours, bicycle tours or any other activity he/she wants to do together with a
local, our web site will help customer to connect with locals all over the
world.
ADVANTAGE OF LOCAL GUIDE
When customer has very little time, a knowledgeable local guide can give
customized sightseeing according to the customer's wishes in a timely manner.
Good guides will know places to avoid, rush hours, shopping areas that offer
bargain prices, and direct you from areas under construction or closed roads.
Local guides are very helpful for customers visiting ports on a cruise.
Customers can hire a tour guide to get them away from the hordes of passengers
getting off ship and visit a quieter remote scene and enjoy a lunch at a local
eatery. Because the tour guide is aware of limited time, he/she can plan your
adventure and ensure return to the ship in time for boarding.
When the customer is visiting a dangerous or chaotic location or the destination
is in an area that has a reputation of political upheaval, a tour guide can help
keep the customer safe.
20
Unless customer is an expert, hiring a professional tour guide for extreme
sports such as safaris, mountain climbing, scuba diving, deep sea fishing,
white-water rafting; safety precaution should be a priority and it's best if
customer will hire an experienced guide. On hikes or a nature trip, an
experienced nature guide can provide information about the type animals that the
customer may encounter, direct attention to different types of plants and
explain the benefits to nature. A tour guide who speaks the local language can
be an invaluable resource; both the customer and the native will be at ease with
communication.
OUR WEB SITE
Customers will choose from cities available on our website. Then customers will
be able to choose personal guide on our web site based on the type of excursion,
time of day, price and personal guide feedback Book online and pay online. Next
they will discover new routes, fascinating stories and local spirit. Leave
feedback and rate tour and guide on the website.
To sell personal tour via our web platform tour guide must complete our short
registration form. Then create a unique username, provide a valid email address
and confirm reading our Terms and Conditions. All of our tour guide will create
profile with experience information. Our future guide will have to fill out
special forms with description and tour detail with photo.
Also fluent English and work references from previous work place well be
required. All customers will have an option to leave feedback on personal guide
tour and all future customers can review this feedback to evaluate the tour. Our
commission will be 20% of the total price paid via our web site by customers to
tour guide.
MARKET OVERVIEW
According to the World Travel and Tourism Council
(WTTC),(http://www.wttc.org/research/economic-impact-research/): Long term
growth forecasts of 4.2% per annum growth over the ten years to 2023. Travel &
Tourism will continue to grow, outpace growth of the wider economy and remain a
leading generator of jobs.
COMPETITION
The market for online tourism is highly competitive. Numerous online tourism
sites will compete with us. Our competitors are substantially larger and more
experienced than us and have longer operating histories, and have materially
greater financial and other resources than us.
The competition in the online we will face comes from online web sites:
www.responsibletravel.com, www.toursbylocals.com, tourguides.viator.com.
MARKETING
We plan to focus on direct sales online as we get started. Once we build a
reputation and customer base, it will be easier to attract customers. We plan to
market our products mainly at North America and Europe market.
Online provides a better chance of referrals. Because we can serve just about
anyone, anywhere, there's a good chance that our clients will refer us. For
instance, a client may have a friend or relative in another state. The online
format allows such a referral to quickly become a client.
FACEBOOK
Facebook is being used as one of the most effective marketing tools. We will be
able to use it as a platform to advertise to our clients on important updates
such as; schedule changes, events, workshops, yoga retreats, special discounts
and their personal lives.
21
WRITING
Writing for industry recognized online publications would be one of the greatest
tools for expanding our reach. That will put us in front of a new audience that
now knows who we are and what we do.
OTHER SOCIAL MEDIA
Linkedin, Twitter, Google +, Pintrest and the list goes on. Diversifying our
social media presence means expanding our client base.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We have no employees other than our sole officer and director, Vadims Furss who
currently devotes approximately twenty hours per week to company matters
GOVERNMENT REGULATION
In the United States, we are subject to compliance with laws, governmental
regulations, administrative determinations, court decisions and similar
constraints.
DESCRIPTION OF PROPERTY
OFFICES
Our business office is located at 2360 Corporate Circle -Suite 400 Henderson, NV
89074.Our Nevada address was provided to us by our resident agent as a part of
their incorporation services. Our telephone number is (702)-430-6931. Upon the
completion of our offering, and funding permitting, we intend to establish an
office elsewhere. As of the date of this prospectus, we have not sought or
selected a new office site. Mr.Furss is located in Latvia. He intends to conduct
our business operations from Latvia.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage corporation with limited operations and no revenues
from our business operations. Our auditors have issued a going concern opinion.
This means that our auditors believe there is substantial doubt that we can
continue as an on-going business for the next twelve months. We do not
anticipate that we will generate significant revenues until we have raised the
funds necessary to conduct a marketing program. There is no assurance we will
ever generate revenue even if we raised all necessary funds.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. If we raise
25% of money from this offering, we believe it will fund operations for
approximately three months, but with limited funds available to build and grow
our business. If we raise 100% of money from this offering, we believe the money
will last for one year and also provide funds for a growth strategy.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
expand operations but we cannot guarantee that once we expand operations we will
stay in business after doing so. If we are unable to successfully find customers
we may quickly use up the proceeds from this offering and will need to find
alternative sources. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering.
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PLAN OF OPERATION
As of June 30,2015, our cash balance was $539. We may not be able to raise
sufficient funds from this offering to sustain our operations. Vadims Furss, our
Chairman, President, and Secretary, has informally agreed to advance funds to
allow us to pay for offering costs, filing fees, and professional fees. However,
there is no contract in place or written agreement securing this agreement. We
do not currently have any arrangements for additional financing.
After the effectiveness of our registration statement by the SEC, we intend to
concentrate our efforts on raising capital. During this period, our operations
will be limited due to the limited amount of funds on hand. Our plan of
operations following the completion is as follows:
If we complete 25% of the offering described in this prospectus, we expect to
receive net proceeds of $15,500. Of this amount, we intend to allocate $5,000
towards the office rent, buy office equipment, Website developing and
maintenance $1,000 and Marketing and advertising expenses of 3,000. It will also
cover $6,500 of the estimated $10,000 in expenses that we will incur as a result
of our offering. We will rely upon the proceeds that we receive from the sale of
our services and loans from our president in order to cover the balance of
general and administrative expenses, as well as marketing and advertising costs.
If we are successful in completing 100% of offering described in this
prospectus, of which there is no assurance, we expect to receive net proceeds of
$90,500. Of this amount, we would allocate $9,600 towards the office rent, buy
office equipment.
We will allocate for website developing and maintenance $10,000. This will allow
us to hire a contractor to develop our website, constantly upgrade our website,
hire contractors for SEO (search engine optimizer) and keep our web site running
smooth.
We would also allocate $60,700 of the proceeds to marketing and advertising
costs. We will print advertising materials: brochures, flyers. We will place
advertisements for our product in appropriate tourist magazines and websites.
We anticipate that revenue from the sale of our services will be approximately
20% paid via our web site by customers to tour guide. Tour price will depend on
type and tour guide experience, but it can range from $20 to $100 per hour.
As well, we anticipate spending $10,000 on administrative costs such as
accounting and auditing fees, legal fees and fees payable in connection with
reporting obligations.
AGREEMENT WITH STRENDZERS
Strendzers will be the marketing service provider for the Company. The
agreement is valid for a period of 12 months (8th day October 2014 to 8th day
October 2015). The Company has an option to extend the terms for an additional
12 months on the same terms and condition. As full compensation for the promoter
performance under the agreement, the promoter will get 10% from the total prices
paid by customer via Company web site.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
23
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FROM INCEPTION ON JUNE 10, 2014 TO JUNE 30, 2015
During this period we incorporated the company, prepared a business plan and
executed agreement with Strendzers for marketing purposes. Also we executed
agreement with local guide. We have registered domain
www.Amber-touristguides.com and launched testing version of our website. We have
created profile on Facebook, Twitter, Google+.
The Company has incurred a loss since inception (June 10, 2014) resulting in an
accumulated deficit of $4,053 as of June 30, 2015.
OPERATING EXPENSES
During the three months ended June 30, 2015, we incurred expenses of $2,323.
During the current period our expenses were for professional fees and bank fees.
NET LOSS
Our net loss for the three months ended June 30, 2015 was $2,323
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2015, the Company had $539 cash and our liabilities were $5,337,
comprising $4,637 owed to Vadims Furss, our sole officer and director. The
available capital is not sufficient for the Company to remain operational.
Since inception, we have sold 4,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $4,000.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful, any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. We will attempt to raise the
necessary funds to proceed with all phases of our plan of operation. The sources
of funding we may consider to fund this work include a public offering, a
private placement of our securities or loans from our director or others.
As of the date of this registration statement, the current funds available to
the Company should be sufficient to continue maintaining our reporting status
until we raise funds from this offering. In case raising funds will take longer
than planned, or our short term expenses exceed our expectations, the company's
sole officer and director, Vadims Furss, has indicated that he may be willing to
provide funds required to maintain the reporting status in the form of a
non-secured loan until minimum required proceeds are obtained by the Company.
However, there is no contract in place or written agreement securing this
agreement. Management believes if the company cannot maintain its reporting
status with the SEC it will have to cease all efforts directed towards the
company. As such, your investment previously made may be lost in its entirety.
24
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.
Management believes that the net proceeds, assuming a minimum of $25,000 is
raised (provided that we are not required to raise any minimum amount of funding
in the offering), will be sufficient to implement our initial plan of operations
in the 12 months period. However, after one year we may need to raise additional
financing.
We will be highly dependent upon the success of future private offerings of
equity or debt securities, as described herein. Therefore, the failure thereof
would result in the need to seek capital from other resources such as taking
loans, which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds via a private
placement of its equity or debt securities, or secure a loan, the Company would
be required to cease business operations. As a result, investors would lose all
of their investment.
We will have to meet all the financial disclosure and reporting requirements
associated with being a publicly reporting company. The Company's management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
INCOME TAXES
Amber Group, Inc. accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used of
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
25
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
On June 16, 2015, Harris & Gillespie CPA'S, PLLC (the "Former Accountant") was
deregistered per PCAOB Release No. 105-2015-011. As a result of the transaction,
on June 16, 2015, the Former Accountant resigned as the Company's independent
registered public accounting firm and the Company engaged Michael Gillespie &
Associates, PLLC (the "New Accountant") as the Company's independent registered
public accounting firm. The engagement of the New Accountant was approved by the
Company's Board of Directors.
The Former Accountant's audit report on the financial statements of the Company
for the fiscal year ended September 30, 2014 contained no adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles, except that the audit report on the financial
statements of the Company for the fiscal year ended September 30, 2014 contained
an uncertainty about the Company's ability to continue as a going concern.
During the Company's most recent fiscal year, the subsequent interim period
thereto, and through June 16, 2015, there were no "disagreements" (as such term
is defined in Item 304 of Regulation S-K) with the Former Accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to the
satisfaction of the Former Accountant would have caused them to make reference
thereto in their reports on the financial statements for such periods.
During the Company's most recent fiscal year, the subsequent interim period
thereto, and through June 16, 2015, there were no "reportable events" (as such
term is defined in Item 304 of Regulation S-K).
Prior to retaining the New Accountant, the Company did not consult with the New
Accountant regarding either: (i) the application of accounting principles to a
specified transaction, either contemplated or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements; or (ii)
any matter that was the subject of a "disagreement" or a "reportable event" (as
those terms are defined in Item 304 of Regulation S-K).
On June 26, 2015, the Company provided the Former Accountant with its
disclosures in the Current Report on Form 8-K disclosing the dismissal of the
Former Accountant and requested in writing that the Former Accountant furnish
the Company with a letter addressed to the Securities and Exchange Commission
stating whether or not they agree with such disclosures.
26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Vadims Furss 44 President, Secretary, Treasurer
2360 Corporate Circle-Suite 400 and Director
Henderson, NV 89074
Vadims Furss has acted as our President, Secretary, Treasurer and sole Director
since our incorporation on June 10, 2014. January 2014 to present, Vadims Furss
devoted his time to researching tourism industry. He researched information in
books and on Internet. He also traveled to different European countries to study
tourist business there.
Mr. Furss graduated from Riga Trade College in 1988. (Qualification: Commercial
bookkeeping). From 1995 to 2001,Vadims Furss worked as Director at "Lens"
Staffing Agency in Riga, Latvia. His responsibilities were managing all
recruiting, selection, and staffing activities and processes.
From 2001 till January 2014, Mr. Furss has been sales manager of Telegroup
Ukraine, private company in Kiev , Ukraine. His responsibilities were research
and cold calling to potential customers. He was responsible for sales process
and for financial side of businesses including invoicing, discounts and staff
commission.
LEGAL PROCEEDINGS
No officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last ten years in any of the
following:
* Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
* Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
* Being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities;
* Being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
* Having any government agency, administrative agency, or administrative
court impose an administrative finding, order, decree, or sanction
against them as a result of their involvement in any type of business,
securities, or banking activity;
* Being the subject of a pending administrative proceeding related to
their involvement in any type of business, securities, or banking
activity; and/or
* Having any administrative proceeding been threatened against you
related to their involvement in any type of business, securities, or
banking activity.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by Mr. Furss and hold office
until removed by him or until their resignation.
27
INDEPENDENCE OF DIRECTORS
We are not required to have independent members of our Board of Directors, and
do not anticipate having independent Directors until such time as we are
required to do so.
COMMITTEES OF THE BOARD
Our Company currently does not have nominating, compensation or audit committees
or committees performing similar functions, nor does our Company have a written
nominating, compensation or audit committee charter. Our Directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the sole director.
Our Company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for Directors. The sole
director believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our Company does not currently have
any specific or minimum criteria for the election of nominees to the sole
director and we do not have any specific process or procedure for evaluating
such nominees. The sole director, will assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.
A shareholder who wishes to communicate with our sole director may do so by
directing a written request addressed to our president and director, at the
address appearing on the first page of this prospectus.
CORPORATE GOVERNANCE
The Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company's employees, officers and Directors
as the Company is not required to do so.
In lieu of an Audit Committee, the Company's sole director is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company's
independent public accountants. The sole director reviews the Company's internal
accounting controls, practices and policies.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on June 10, 2014 until September 30, 2014:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Vadims Furss, June -0- -0- -0- -0- -0- -0- -0- -0-
President, 10, 2014
Treasurer and until
Secretary September
30, 2014
28
There are no current employment agreements between the company and its officers.
Mr.Furss currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
OUTSTANDING EQUITY AWARDS SINCE INCEPTION
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price($) Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Vadims 0 0 0 0 0 0 0 0 0
Furss
LONG-TERM INCENTIVE PLANS
We currently have no long-term incentive plans.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 29, 2014, we issued a total of 4,000,000 shares of restricted
common stock to Vadims Furss, our sole officer and director in consideration of
$4,000.
Further, Mr.Furss has advanced funds to us $5,337. Mr.Furss will not be repaid
from the proceeds of this offering. There is no due date for the repayment of
the funds advanced by Mr.Furss. Mr.Furss will be repaid from revenues of
operations if and when we generate revenues to pay the obligation. There is no
assurance that we will ever generate revenues from our operations. The
obligation to Mr.Furss does not bear interest. There is no written agreement
evidencing the advancement of funds by Mr.Furss or the repayment of the funds to
Mr.Furss. The entire transaction was oral.
29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of September 30, 2015 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Vadims Furss 4,000,000 shares 100%
2360 Corporate Circle of common stock
- suite 400
Henderson, NV 89074
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on September 30,
2015. As of September 30, 2015 there were 4,000,000 shares of our common stock
issued and outstanding.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate making
an application for trading of our common stock on the OTCBB upon the
effectiveness of the registration statement of which this prospectus forms a
part. We can provide no assurance that our shares will be traded on the bulletin
board, or if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the
Commission, that: (a) contains a description of the nature and level of risk in
the market for penny stocks in both public offerings and secondary trading;(b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation to
such duties or other requirements of Securities' laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and the significance of the spread between the bid and ask
price;(d) contains a toll-free telephone number for inquiries on disciplinary
actions;(e) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and;(f) contains such other information and
is in such form, including language, type, size and format, as the Commission
shall require by rule or regulation.
30
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with; (a) bid and offer quotations for the penny
stock;(b) the compensation of the broker-dealer and its salesperson in the
transaction;(c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) a monthly account statements showing the market value of
each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, because our common stock is subject to the penny
stock rules, stockholders may have difficulty selling those securities.
HOLDERS OF OUR COMMON STOCK
Currently, we have one (1) holder of record of our common stock.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business, or;
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
MATERIAL CHANGES
None.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
None.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Bylaws provide
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC 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 (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, indemnify an officer, director, or former
officer or director,unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the full extent permittedquestion whether such indemnification by law. it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We have been advised that in the opinion of the SEC 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 (other than the payment of expenses incurred or paid by
a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by one of our director,directors, officers, or controlling persons in connection with the securities being 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'scourt’s decision.
31
AVAILABLE
WHERE YOU CAN FIND MORE INFORMATION
Reports to security holders
We have not previously beenwill be required to comply with the reporting requirements
of the Securities Exchange Act. We have filedfile reports with the SEC under section 13 (a) or 15(d) of the Exchange Act (supplementary and periodic information for an issuer which shall file a registration statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may referwhich has become effective pursuant to the registration statementSecurities Act of 1933, as amended, shall file with the Commission, in accordance with such rules and toregulations as the exhibitsCommission may prescribe as necessary or appropriate in the public interest or for the protection of investors). The reports will be filed as a part
of the registration statement. In addition, after the effective date of this
prospectus,electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. We intend to send annual quarterly and current reports or other informationto our stockholders containing audited financial statements. You may also read copies of any materials we file with the SEC as provided byat the SEC’s Public Reference Room or visiting the SEC’s Internet website (see “Available Information” above). The Company intends to file, in a period up to 90 days after the termination of this offering, a Form 8A making the Company a mandatory reporting issuer under the Securities and Exchange Act of 1934 as amended. YouAmended.
The Company’s documents filed with the Securities and Exchange Commission may read and copy any reports, statements or other
information we filebe inspected at the SEC's public reference facility maintained byCommission’s principal office in Washington, D.C. Copies of all or any part of the SEC
atregistration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing toCall the SEC. Please call
the SECCommission at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings arerooms. The Securities and Exchange Commission also available to the public through the SEC
Internetmaintains a web site at www.sec.gov.
FINANCIAL STATEMENTS
Our fiscal year end is September 30. http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001672885.
We will provide audited financial
statementsa copy of any and all of the information that is incorporated by reference in this prospectus to our stockholders on an annual basis; the statements will be
preparedany person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or email request. You may obtain a copy of these filings by us and audited by Gillespie & Associates, PLLC.
Our financial statements from inception to September 30, 2014, immediately
follow:
32
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
SEPTEMBER 30, 2014
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of September 30, 2014 F-2
Statement of Operations for the period from July 10, 2014
(Date of Inception) to September 30, 2014 F-3
Statement of Stockholders' Equity as of September 30, 2014 F-4
Statement of Cash Flows for the period from July 10, 2014
(Date of Inception) to September 30, 2014 F-5
Notes to the Financial Statements F-6
33
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
writing or emailing
Secretary
Natural Health Farm Holdings Inc.
20 North Orange Avenue, Suite 1100
Orlando, Florida 32801
Email: ir@nhfholdings.com
| 33 |
INDEX TO FINANCIAL STATEMENTS
For the Years EndedSeptember 30, 2017 and 2016 | Page |
| Report of Independent Registered Public Accounting Firm | F-1 |
| Report of Prior Independent Registered Public Accounting Firm | F-2 |
| Balance Sheets | F-3 |
| Statements of Operations | F-4 |
| Statements of Changes in Stockholders’ Deficits | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to Financial Statements | F-7 |
| For the Nine Months Ended June 30, 2018 and 2017 | |
| Condensed Balance Sheets June 30, 2018 (Unaudited) and September 30, 2017 | F-13 |
| Condensed Statements of Operations for the Nine Months Ended June 30, 2018 and 2017 (Unaudited) | F-14 |
| Condensed Statements of Cash Flows for the Nine Months Ended June 30, 2018 and 2017 (Unaudited) | F-15 |
| Notes to Condensed Financial Statements (Unaudited) | F-16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors Amber Group,and Stockholders of Natural Health
Farm Holdings, Inc.
We have audited the accompanying balance sheet of Amber Group,Natural Health Farm Holdings, Inc. (A
Development Stage Company)(the “Company”) as of September 30, 20142017 and the related statements of operations stockholders', change in stockholders’ deficit and cash flows for the periodyear then ended
and for the period from July 10, 2014 (inception) to September 30, 2014.ended. These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the year ended September 30, 2016 were audited by other auditors whose report expressed an unqualified opinion on the financial statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Natural Health Farm Holdings, Inc. as of September 30, 2017 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited the adjustments to the financial statements of the Company as of and for the year ended September 30, 2016 to retrospectively apply the effect of a reverse stock split, as described in Note 6. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the financial statements of the Company as of and for the year ended September 30, 2016 other than with respect to the adjustment and, accordingly, we do not express an opinion or any other form or assurance on the financial statements of the Company as of and for the year ended September 30, 2016 taken as a whole.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained recurring net losses and negative cash flows from operations that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
December 28, 2017
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Amber Group, Inc.
We have audited the accompanying balance sheet of Amber Group, Inc. as of September 30, 2016 and the related statement of operations, stockholders’ deficit and cash flows for the year ended September 30, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company'scompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion subject to the following paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Amber Group, Inc. (A Development Stage Company) as of September 30, 20142016 and the results of its operations, stockholders’ deficit and cash flows for the period thenyear ended
and for the period from July 10, 2014 (inception), to September 30, 20142016 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Companycompany will continue as a going concern. As discussed in Note #2 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management'sManagement’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/
/s/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
------------------------------------------
GILLESPIE & ASSOCIATES, PLLC
Seattle, Washington
July 2, 2015
F-1
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 12, 2016
| Natural Health Farm Holdings Inc. |
| (Formerly known as Amber Group Inc.) |
| Balance Sheets |
| September 30, 2017 | September 30, 2016 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Prepaid expense | - | 696 | ||||||
| Total Current Assets | - | 696 | ||||||
| Total Assets | $ | - | $ | 696 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Advance from affiliate | $ | 80,137 | $ | - | ||||
| Advance from director | - | 5,703 | ||||||
| Total Current Liabilities | 80,137 | 5,703 | ||||||
| Total Liabilities | 80,137 | 5,703 | ||||||
| Stockholders' Deficit | ||||||||
| Common Stock, $0.001 par value, 500,000,000 shares authorized, 150,150,000 shares issued and outstanding | 150,150 | 150,150 | ||||||
| Additional Paid in Capital | (111,821 | ) | (126,050 | ) | ||||
| Accumulated Deficit | (118,466 | ) | (29,107 | ) | ||||
| Total Stockholders' Deficit | (80,137 | ) | (5,007 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | - | $ | 696 | ||||
The accompanying notes are an integral part of these financial statements.
| Natural Health Farm Holdings Inc. |
| (Formerly known as Amber Group Inc.) |
| Statements of Operations |
| For the Year Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| Revenues | $ | - | $ | 1,995 | ||||
| Cost of Goods Sold | - | - | ||||||
| Gross Profit | - | 1,995 | ||||||
| Operating Expenses: | ||||||||
| Filing fees | 9,093 | - | ||||||
| Professional fees | 63,278 | 20,905 | ||||||
| General and Administrative | 16,988 | 1,287 | ||||||
| Total Operating Expenses | 89,359 | 22,192 | ||||||
| Loss from Operations | (89,359 | ) | (20,197 | ) | ||||
| Other Income (Expenses) | - | - | ||||||
| Loss Before Income Tax | (89,359 | ) | (20,197 | ) | ||||
| Provision for Income Tax | - | - | ||||||
| Net Loss | $ | (89,359 | ) | $ | (20,197 | ) | ||
| Basic and Dilutive Net Loss Per Share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | 150,150,000 | 150,150,000 | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
Natural Health Farm Holdings Inc.
(Formerly known as Amber Group Inc.)
Statements of Changes in Stockholders' Deficit
For the Years Ended September 30, 2014
--------
ASSETS
Current Assets
Cash2017 and cash equivalents $ --
--------
Total Current Assets --
--------
Total Assets $ --
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ --
Loan from director 325
--------
Total Liabilities 325
--------
Stockholders' Equity
Common2016
| Common Stock | Additional | Accumulated | ||||||||||||||||||
| Number ** | Amount | Paid-in Capital | Deficit | Total | ||||||||||||||||
| Balance, September 30, 2015 | 120,000,000 | $ | 120,000 | $ | (116,000 | ) | $ | (8,910 | ) | $ | (4,910 | ) | ||||||||
| Shares issued for cash | 30,150,000 | 30,150 | (10,050 | ) | - | 20,100 | ||||||||||||||
| Net Loss | - | - | - | (20,197 | ) | (20,197 | ) | |||||||||||||
| Balance, September 30, 2016 | 150,150,000 | $ | 150,150 | $ | (126,050 | ) | $ | (29,107 | ) | $ | (5,007 | ) | ||||||||
| Forgiveness of advance by former directors | - | - | 14,229 | - | 14,229 | |||||||||||||||
| Net loss | - | - | - | (89,359 | ) | (89,359 | ) | |||||||||||||
| Balance, September 30, 2017 | 150,150,000 | $ | 150,150 | $ | (111,821 | ) | $ | (118,466 | ) | $ | (80,137 | ) | ||||||||
** Adjusted for 30:1 forward stock par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000
Additional paid in capital --
Deficit accumulated during the development stage (4,325)
--------
Total Stockholders' Equity (325)
--------
Total Liabilities and Stockholders' Equity $ --
========
Seesplit on November 4, 2016.
The accompanying notes toare an integral part of these financial statements.
F-2
AMBER GROUP
| Natural Health Farm Holdings Inc. |
| (Formerly known as Amber Group Inc.) |
| Statements of Cash Flows |
| For the Year Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | (89,359 | ) | $ | (20,197 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in prepaid expense | 696 | (696 | ) | |||||
| Net Cash Used in Operating Activities | (88,663 | ) | (20,893 | ) | ||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock | - | 20,100 | ||||||
| Advance from affiliate | 80,137 | - | ||||||
| Cash advance from director | 8,526 | 366 | ||||||
| Net Cash Provided by Financing Activities | 88,663 | 20,466 | ||||||
| Net Increase in Cash and Cash Equivalents | - | (427 | ) | |||||
| Cash and Cash Equivalents, Beginning of the Period | - | 427 | ||||||
| Cash and Cash Equivalents, End of the Period | $ | - | $ | - | ||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for Income Taxes | $ | - | $ | - | ||||
| Cash paid for Interest | $ | - | $ | - | ||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Forgiveness of debt by a former director | $ | 14,229 | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
NATURAL HEALTH FARM HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT
(Formerly known as Amber Group Inc.)
Notes to Financial Statements
September 30, 2017
NOTE 1: NATURE OF OPERATIONS For the period
from July 10, 2014
(Inception) to
September 30,
2014
----------
REVENUES $ --
----------
OPERATING EXPENSES
Business LicenseAND GOING CONCERN
Nature of Operations
Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and Permits 325
Professional Fees 4,000
----------
TOTAL OPERATING EXPENSES 4,325
----------
NET LOSS FROM OPERATIONS (4,325)
PROVISION FOR INCOME TAXES --
----------
NET LOSS $ (4,325)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000
==========
See accompanying notes to financial statements.
F-3
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, July 10, 2014 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 4,000,000 4,000 -- -- 4,000
Net loss for the year ended
September 30, 2014 -- -- -- (4,325) (4,325)
--------- -------- -------- -------- -------
Balance, September 30, 2014 4,000,000 $ 4,000 $ -- $ (4,325) $ (325)
========= ======== ======== ======== =======
See accompanying notes to financial statements.
F-4
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period
from July 10, 2014
(Inception) to
September 30,
2014
----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,325)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses --
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (4,325)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 4,000
Loans from director 325
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 4,325
--------
NET INCREASE IN CASH --
Cash, beginning of period --
--------
CASH, END OF PERIOD $ --
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========
See accompanying notes to financial statements.
F-5
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2014
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
AMBER GROUP INC.“NHFH”) was incorporated under the laws of the State of Nevada on July 10, 2014. We are2014 (inception). The Company is a development stage company thatand is looking to acquire profitable business operations.
On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc., and effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million). This amendment was unanimously approved by the Company’s board of directors on November 29, 2016, and with the stockholders holding a majority of the Company’s voting power.
On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the businessCompany’s authorized shares of offering
local guided tours viacommon stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017. The new trading symbol for our web platform.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
DEVELOPMENT STAGE COMPANY
common stock is “NHEL”.
Going Concern
The Company has faced significant liquidity shortages as shown in the accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or ifstatements. As of September 30, 2017, the Company's total liabilities exceeded its operations have commenced, theretotal assets by $80,137. The Company has been no significant
revenues there from.
BASIS OF PRESENTATION
The financial statementsrecorded a net loss of $89,359 for the Company have been prepared in accordance with
generally accepted accounting principles in the United Statesyear ended September 30, 2017 and has an accumulated deficit of America and are
presented in US dollars.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues$118,466 as of September 30, 2014.2017. Net cash used in operating activities for the year ended September 30, 2017 was $88,663. The Company currently has limitedhad difficulty in obtaining working capital,lines of credit from financial institutions and trade credit from vendors, management has been able to (i) obtain concessions on forgiveness of debt of $14,229 from a former officer and director, (ii) obtain advance from affiliate of $80,137 to continue its growth.
Although the Company has not completedearned any revenues during the fiscal year ended September 30, 2017 and minimal revenues since July 10, 2014 (Inception date), the Company is continuing to focus its efforts on actively looking to acquire profitable operating business. If the Company is not successful with its efforts to establishacquire profitable business, the Company will experience a stabilized source of revenuesshortfall in cash and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to cover operating costs over an extended period of time.
Management anticipatesavoid the need to curtail its operations after September 30, 2017. Given the liquidity and credit constraints in the markets, the business may suffer. However, there can be no assurance that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it maywould be able to raisesecure additional funds throughif needed and that if such funds were available on commercially reasonable terms or in the capital markets.necessary amounts, and whether the terms or conditions would be acceptable to the Company. In light of management's efforts, there are no assurances thatsuch case, the reduction in operating expenses might need to be substantial in order for the Company will be successfulto generate positive cash flow to sustain its operations.
| F-7 |
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in this or any of its endeavors or become
financially viable and continue as a going concern.
ACCOUNTING BASIS
The Company uses the accrual basis of accounting andconformity with accounting principles generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a September 30 fiscal year end.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $0 of cash as of
September 30, 2014.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
INCOME TAXES
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
F-6
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2014
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles(U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountamounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
The Company recognizes revenueregularly evaluates estimates and assumptions related to the valuation of accounts receivables, valuation of long-lived assets, accounts payable and accrued liabilities. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017 and 2016, respectively.
Fair value of Financial Instruments and Fair Value Measurements
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when productsmeasuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are fully deliveredquoted prices in active markets for identical assets or services
have been providedliabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
| F-8 |
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of accrued expense, advance from affiliate, and collectionloan payable to related party. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” , the fair value of our cash equivalents is reasonably assured.
STOCK-BASED COMPENSATION
Stock-based compensation is accounteddetermined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| None | $ | - | $ | - | $ | - | ||||||
The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2016 on a recurring basis:
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| None | $ | - | $ | - | $ | - | ||||||
Revenue Recognition
Revenue is recognized when earned, as reasonably determinable in accordance with ACS 605-15-25, “Revenue Recognition.” The Company's revenue recognition policy is based on the revenue recognition criteria established under the SEC's Staff Accounting Bulletin No. 104. The criteria and how the Company satisfies each element is as follows: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred per the terms of the signed contract; (3) the price is fixed and determinable; and (4) collectability is reasonable assured.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 718. To date,740, “Income Taxes” . The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company follows the provisions of ASC 740, “Income Taxes ”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. The Company does not believe that it has not adopted a stock option plan and has not
grantedtaken any stock options.
BASIC INCOME (LOSS) PER SHARE
Basic incomepositions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.
Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” . ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is calculatedcomputed by dividing the Company's net loss
applicableearnings (loss) available to common shareholders (numerator) by the weighted average number of common
shares outstanding (denominator) during the period. Diluted earnings per share is calculated by dividing
the Company's net income availableEPS gives effect to all dilutive potential common shareholders by the diluted
weighted average number of shares outstanding during the year. Theperiod using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted weightedEPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2017 and 2016, the Company did not have any warrants issued and outstanding convertible into common stock.
Concentration of Credit Risk
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2017 and 2016. The Company’s bank balance did not exceed FDIC insured amounts at September 30, 2017 and 2016, respectively.
Recent Accounting Pronouncements
In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”) .. The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the basic weighted numberstatement of shares adjustedcash flows. ASU 2016-18 is effective for any potentially dilutive debt or equity. Thereannual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are no such
common stock equivalents outstandingpresented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its financial statements.
In February 2016, FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842 )”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10):Recognition and Measurement of Financial Assets and Financial Liabilities. ” The main objective of this update is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
NOTE 3 – ADVANCE FROM AN AFFILIATE
The Company has received an advance from an affiliate for its working capital needs. The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows.
| Balance | Balance | |||||||
| September 30, 2017 | September 30, 2016 | |||||||
| Advance from an affiliate | $ | 80,137 | $ | - | ||||
| Total | $ | 80,137 | $ | - | ||||
NOTE 4 – ADVANCES FROM DIRECTORS
During the year ended September 30, 2017, the Company received cash proceeds of $8,526 from a former director as a short-term advance, for its working capital needs. The Company received cash proceeds of $5,703 from the same former director as a short-term advance, during the fiscal year ended September 30, 2016. The entire short-term advance amounting to $14,229 was forgiven by the former director as of September 30, 2014.
COMPREHENSIVE INCOME
The Company has which established standards for reporting2017, and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributionsis recorded as a contribution to owners. The Company has not had any
significant transactions that are required to be reportedadditional paid in other comprehensive
income.
RECENT ACCOUNTING PRONOUNCEMENTS
AMBER GROUP INC. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - LOANS FROM DIRECTOR
On July 10, 2014, director loaned $325 to Incorporate the Company. The loan is
unsecured, non-interest bearing and due on demand.
The balance due to the director was $325capital as of September 30, 2014.
2017 (Note 6).
NOTE 4 - COMMON STOCK5 – COMMITMENTS AND CONTINGENCIES
Litigation Costs and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company has 75,000,000, $0.001expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.
NOTE 6: STOCKHOLDERS’ DEFICIT
The Company’s capitalization at September 30, 2017 was 500,000,000 authorized common shares with a par value of $0.001 per share.
Common Stock
On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock authorized.
September 29, 2014,to 500,000,000 shares of common stock. In addition, the Company issued 4,000,000effectuated a 30:1 forward stock split of the common stock.
During the fiscal year ended September 30, 2017, two former directors of the Company forgave their short-term advances of $4,982 and $9,247 totaling $14,229 payable to them. Such amounts are recorded as additional paid in capital as of September 30, 2017 (Note 4).
During the fiscal year ended September 30, 2016, the Company sold 30,150,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
There were 4,000,000$20,100.
As a result of all common stock issuances, the Company had 150,150,000 shares of common stock issued and outstanding as of September 30, 2014.
F-7
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS2017.
NOTE 7: INCOME TAX
Income tax expense for the years ended September 30, 2014
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There2017 and 2016 is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of September 30, 2014, the Company had net operating loss carry forwards of
approximately $325 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arisesummarized as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
follows:
The provision for Federal income tax consists of the following:
September 30, 2014
------------------
Federal income tax benefit attributable to:
Current Operations $ 1,470
Less: valuation allowance (1,470)
--------
Net provision for Federal income taxes $ --
========
| September 30, 2017 | September 30, 2016 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | 30,382 | $ | 6,867 | ||||
| Less: valuation allowance | (30,382 | ) | (6,867 | ) | ||||
| Net provision for Federal income taxes | $ | - | $ | - | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
| September 30, 2017 | September 30, 2016 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | 40,278 | $ | 9,896 | ||||
| Less: valuation allowance | (40,278 | ) | (9,896 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
NOTE 8: SUBSEQUENT EVENTS
Management has evaluated the subsequent events that have occurred after the balance sheet date of September 30, 2014
------------------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,470
Less: valuation allowance (1,470)
--------
Net deferred tax asset $ --
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $325 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations2017, through the date in which the financial statements were issued, and has
determinedavailable to be issued. Based upon their review, no items were identified that it does not have any material subsequentwould impact the accounting for events to discloseor transactions in the current period or require additional disclosures.
NATURAL HEALTH FARM HOLDINGS INC.
CONDENSED BALANCE SHEETS
| June 30, 2018 | September 30, 2017 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 46,992 | $ | - | ||||
| Prepaid expense | 4,600 | - | ||||||
| Total Current Assets | 51,592 | - | ||||||
| Computer Software, net | 34,268 | - | ||||||
| Total Assets | $ | 85,860 | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 11,627 | $ | - | ||||
| Accrued expense | 4,219 | 2,070 | ||||||
| Deferred revenue - related party | 63,924 | - | ||||||
| Deferred revenue - third party | 53,861 | - | ||||||
| Payable to affiliate | 98,837 | 78,067 | ||||||
| Note payable | 40,000 | - | ||||||
| Advance from director | 500 | - | ||||||
| Total Current Liabilities | 272,968 | 80,137 | ||||||
| Total Liabilities | 272,968 | 80,137 | ||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock, $0.001 par value, 500,000,000 shares authorized, 161,405,000 shares and 150,150,000 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively | 161,405 | 150,150 | ||||||
| Additional Paid in Capital | 558,993 | (111,821 | ) | |||||
| Stock subscriptions receivable | (10,050 | ) | - | |||||
| Accumulated Deficit | (897,456 | ) | (118,466 | ) | ||||
| Total Stockholders' Deficit | (187,108 | ) | (80,137 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 85,860 | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
F-8
AMBER GROUP
NATURAL HEALTH FARM HOLDINGS INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Revenues - related party | $ | 6,583 | $ | - | $ | 15,076 | $ | - | ||||||||
| Revenues - non-related party | 5,167 | - | 8,139 | - | ||||||||||||
| Total Revenues | 11,750 | - | 23,215 | - | ||||||||||||
| Cost of Goods Sold | 3,488 | - | 7,582 | - | ||||||||||||
| Gross Profit | 8,262 | - | 15,633 | - | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Consulting fees | 109,626 | - | 145,240 | - | ||||||||||||
| Legal and filing fees | 12,130 | 6,738 | 35,845 | 8,643 | ||||||||||||
| Professional fees | 5,650 | 19,052 | 5,650 | 19,052 | ||||||||||||
| Loan commitment fee | 40,000 | - | 40,000 | - | ||||||||||||
| Stock compensation | 526,295 | - | 526,295 | - | ||||||||||||
| Other general and administrative | 33,227 | - | 41,374 | 7,240 | ||||||||||||
| Total Operating Expenses | 726,928 | 25,790 | 794,404 | 34,935 | ||||||||||||
| Loss from Operations | (718,666 | ) | (25,790 | ) | (778,771 | ) | (34,935 | ) | ||||||||
| Other Income (Expense) | (219 | ) | - | (219 | ) | - | ||||||||||
| Loss Before Provision For Income Tax | (718,885 | ) | (25,790 | ) | (778,990 | ) | (34,935 | ) | ||||||||
| Provision for Income Tax | - | - | - | - | ||||||||||||
| Net Loss | $ | (718,885 | ) | $ | (25,790 | ) | $ | (778,990 | ) | $ | (34,935 | ) | ||||
| Basic and Dilutive Net Loss Per Share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | 156,201,374 | 150,150,000 | 152,379,579 | 150,150,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
NATURAL HEALTH FARM HOLDINGS INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended June 30, | ||||||||
| 2018 | 2017 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | (778,990 | ) | $ | (34,935 | ) | ||
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||||||||
| Amortization of computer software costs | 7,582 | - | ||||||
| Loan commitment fee | 40,000 | - | ||||||
| Common stock issued to consultants for services | 105,000 | - | ||||||
| Stock compensation expense upon grant of stock options | 526,295 | |||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in prepaid expense | (4,600 | ) | 696 | |||||
| Increase in accounts payable | 11,627 | - | ||||||
| Increase in accrued expense | 2,149 | 2,070 | ||||||
| Increase in deferred revenue - related party | 63,924 | - | ||||||
| Increase in deferred revenue - third party | 53,861 | - | ||||||
| Net Cash Flows Provided by (Used in) Operating Activities | 26,848 | (32,169 | ) | |||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of computer software | (41,850 | ) | - | |||||
| Net Cash Flows Used in Investing Activities | (41,850 | ) | - | |||||
| Cash Flows from Financing Activities | ||||||||
| Cash proceeds from affiliate | 20,770 | - | ||||||
| Cash advance from director | 500 | - | ||||||
| Cash proceeds from sale of common shares | 260 | - | ||||||
| Cash proceeds from stock subscriptions | 40,464 | - | ||||||
| Increase in loan from existing director | - | 8,526 | ||||||
| Increase in amount due to shareholders | - | 23,643 | ||||||
| Increase in additional paid in capital | - | 9,247 | ||||||
| Forgiveness of debt from former director | - | (9,247 | ) | |||||
| Net Cash Flows Provided by Financing Activities | 61,994 | 32,169 | ||||||
| Net Increase in Cash and Cash Equivalents | 46,992 | - | ||||||
| Cash and Cash Equivalents, Beginning of the Period | - | - | ||||||
| Cash and Cash Equivalents, End of the Period | $ | 46,992 | $ | - | ||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for Income Taxes | $ | - | $ | - | ||||
| Cash paid for Interest | $ | - | $ | - | ||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Stock issued for subscriptions receivable | $ | 10,050 | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-15 |
NATURAL HEALTH FARM HOLDINGS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2015
2018
(UNAUDITED)
TABLE OF CONTENTS
Condensed Balance Sheets as of June 30, 2015 (unaudited) and
September 30, 2014 (audited) F-10
Condensed Statements of Operations for the periods three and
nine months ending June 30, 2015 (unaudited) F-11
Condensed Statement of Cash Flows for the period nine months ending
June 30, 2015 (unaudited) F-12
Notes to the Condensed Financial Statements (unaudited) F-13
F-9
AMBER GROUP INC.
Condensed Balance Sheets as of June 30, 2015 (unaudited)
and September 30, 2014 (audited)
June 30, 2015 September 30, 2014
------------- ------------------
(unaudited) (audited)
ASSETS
Current Assets
Cash and cash equivalents $ 539 $ --
-------- --------
Prepaid Expense 420 --
-------- --------
Total Current Assets 959 --
-------- --------
Total Assets $ 959 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 0 $ 0
Loan from director 5,337 325
-------- --------
Total Liabilities 5,337 325
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000 4,000
Additional paid in capital 0 0
Deficit accumulated during the development stage (8,378) (4,325)
-------- --------
Total Stockholders' Equity (Deficit) (4,378) (325)
-------- --------
Total Liabilities and Stockholders' Equity $ 959 $ 0
======== ========
See accompanying notes to condensed unaudited financial statements.
F-10
AMBER GROUP INC.
Condensed Statements of Operations for the periods three and
nine months ending June 30, 2015
(unaudited)
Three months Nine months
ended ended
June 30, 2015 June 30, 2015
------------- -------------
REVENUES $ 0 $ 0
---------- ----------
OPERATING EXPENSES
Business License and Permits -- --
Professional Fees 2,200 3,700
Bank Service Charges 123 353
---------- ----------
TOTAL OPERATING EXPENSES 2,323 4,053
---------- ----------
NET LOSS FROM OPERATIONS (2,323) (4,053)
PROVISION FOR INCOME TAXES 0 0
---------- ----------
NET LOSS $ (2,323) $ (4,053)
========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000 4,000,000
========== ==========
See accompanying notes to condensed unaudited financial statements.
F-11
AMBER GROUP INC.
Condensed Statement of Cash Flows for the period
nine months ending June 30, 2015
(unaudited)
Nine months to
June 30, 2015
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,053)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Prepaid Expenses (420)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (4,473)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock --
Loans from director 5,012
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 5,012
--------
NET INCREASE IN CASH 539
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 539
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to condensed unaudited financial statements.
F-12
AMBER GROUP INC.
Notes to the Condensed Financial Statements
June 30, 2015 (unaudited)
NOTE 1 - ORGANIZATION AND– NATURE OF BUSINESS
AMBER GROUP INC.OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and “NHFH”) was incorporated under the laws of the State of Nevada on July 10, 2014. We are a development stage company that is in the business of offering
local guided tours via our web platform.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification. The Company is devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.2014 (Inception date). The Company has electeddeveloped web-based business and launched itself into the healthcare industry. The Company has plans to adopt early applicationprovide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The Company currently provides nutritional consulting services by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users products with the health-related aspects of Accounting Standards
Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of
Certain Financial Reporting Requirements. Upon adoption,various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing.
On November 30, 2016, the Company no longer
presents or discloses inception-to-datefiled a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. The Company effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million) shares. This amendment was unanimously approved by the Company’s board of directors on November 29, 2016 and with the stockholders holding a majority of the Company’s voting power.
On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017, and provided us a trading symbol for our common stock as “NHEL”.
Basis of Presentation
The accompanying interim condensed financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at June 30, 2018, and the results of operations for three months and nine months ended June 30, 2018, and cash flows for the nine months ended June 30, 2018 and 2017. The balance sheet as of September 30, 2017 is derived from the Company’s audited financial statements.
Certain information and other remaining
disclosure requirements of Topic 915.
Basis of Presentation
Thefootnote disclosures normally included in financial statements of the Companythat have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s September 30, 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on December 28, 2017.
Going Concern
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and are
presentedthe satisfaction of liabilities in US dollars.
Going Concernthe normal course of business. The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplateCompany has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern. However,concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company had no revenuesto obtain necessary financing to continue operations, and the attainment of profitable operations. The Company has recorded a net loss of $778,990 from October 1, 2017 to June 30, 2018, provided net cash flows in operating activities of $26,848, has a working capital deficit of $221,377, and has an accumulated deficit of $897,456 as of June 30, 2015.2018. The Company currently has limitedhad difficulty in obtaining working capital lines of credit from financial institutions and has not completed
its effortstrade credit from vendors. These factors, among others, raise a substantial doubt regarding the Company’s ability to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern. Accounting BasisIf the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company usesbe unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of significant accounting policies of the accrual basisCompany is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting andpolicies conform to accounting principles generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a September 30 fiscal year end.
Cash(“GAAP”) in all material respects and Cash Equivalents
The Company considers all highly liquid investments withhave been consistently applied in preparing the original maturities
of three months or less to be cash equivalents. The Company had $539 of cash as
of June 30, 2015.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in theseaccompanying financial statements. Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
F-13
AMBER GROUP INC.
Notes to the Condensed Financial Statements
June 30, 2015 (unaudited)
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
| F-16 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted accounting principlesin the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountamounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when productsregularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are fully deliverednot readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $46,992 at June 30, 2018 and $0 at September 30, 2017, respectively.
Prepaid Expenses
Prepaid expenses represent payments made by the Company in advance for which the services have not been providedreceived. The Company recorded $4,600 and $0 in prepaid expense at June 30, 2018 and September 30, 2017, respectively.
Computer Software Costs
Computer software costs include direct costs incurred for purchase of developed software products and payments made to independent software developers. The Company accounts for computer software costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Computer software costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.
Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis.
Revenue Recognition
The Company generates revenue from licensing and other software services from its web-based software to distributors and retailers of nutritional supplements in the healthcare industry. The Company recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation isassured, provided no significant obligations remain. The Company considers authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.
Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.
Concentration of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at fair valueJune 30, 2018 and September 30, 2017, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 718. To date,740, “Income Taxes” . The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company hasrecords a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not adoptedto be realized.
The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a stock option plantax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and has not
granted any stock options.
Basic Incomepenalties that would be payable to the taxing authorities upon examination.
Earnings (Loss) Per Common Share
Basic income
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” . ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculatedcomputed by dividing the Company's net loss
applicableearnings (loss) available to common shareholders (numerator) by the weighted average number of common
shares outstanding (denominator) during the period. Diluted earnings per share is calculated by dividing
the Company's net income availableEPS gives effect to all dilutive potential common shareholders by the diluted
weighted average number of shares outstanding during the year. Theperiod using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted weightedEPS, the average stock price for the period is used in determining the number of shares outstandingassumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and September 30, 2017, there were options granted to certain employees and independent consultants that when vested convert into 450,000 shares of common stock. At June 30, 2018 and September 30, 2017, there were no convertible notes, warrants available for conversion that if exercised, may dilute future earnings per share.
Fair value of Financial Instruments and Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the basic weighted numberuse of shares adjustedobservable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for any potentially dilutive debtwhich there are quoted prices in active markets for identical assets or equity. Thereliabilities.
Level 2
Level 2 applies to assets or liabilities for which there are noinputs other than quoted prices that are observable for the asset or liability such common stockas quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” , the fair value of our cash equivalents outstandingis determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2015.
Comprehensive Income2018 on a recurring basis:
| Description | Level 1 | Level 2 | Level 3 | ||||||||||
| None | $ | - | $ | - | $ | - |
The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:
| Description | Level 1 | Level 2 | Level 3 | ||||||||||
| None | $ | - | $ | - | $ | - |
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,is currently evaluating this guidance to determine the Company would disclose this informationimpact it may have on its Statementfinancial statements.
In 2015, the FASB issued ASU No. 2015-17, “Income Taxes” (Topic 740):Balance Sheet Classification of Stockholders'
Equity. Comprehensive income comprises equity exceptDeferred Taxes , which requires all deferred tax assets and liabilities to be classified as noncurrent in a classified balance sheet. Current US GAAP requires an entity to separate deferred tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. For public entities, ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those resulting from
investments by ownersannual periods. For all other entities, ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2017, and distributions to owners.interim periods within annual periods beginning after December 15, 2018, and may be applied either prospectively or retrospectively, with early application permitted for financial statements that have not been previously issued. The Company has not had any
significant transactionsyet determined the effect of the adoption of this standard on the Company’s financial position and results of operations.
NOTE 3 – PREPAID EXPENSE
The Company recorded prepaid expense of $4,600 and $0 at June 30, 2018 and September 30, 2017. Prepaid expense consisted of $4,000 relating to legal fees and $600 for stock transfer agent fees, paid in advance as of June 30, 2018. No prepayments of expenses were made as of September 30, 2017.
NOTE 4 – COMPUTER SOFTWARE COSTS
The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party.
The following table presents details of our computer software costs as of June 30, 2018 and September 30, 2017:
Balance at September 30, 2017 | Additions | Amortization | Balance at June 30, 2018 | |||||||||||||
| Computer Software Costs, net | $ | - | $ | 41,850 | $ | (7,582 | ) | $ | 34,268 | |||||||
Computer software costs are being amortized on a straight-line basis over their estimated life of three years.
Amortization expense for computer software costs was $3,488 and $0 for the three months ended June 30, 2018 and 2017, and $7,582 and $0 for the nine months ended June 30, 2018 and 2017, respectively.
The estimated future amortization expense of computer software costs as of June 30, 2018 is as follows:
| Year ending September 30, | Amount | ||||
| 2018 | $ | 3,488 | |||
| 2019 | 13,950 | ||||
| 2020 | 13,950 | ||||
| 2021 | 2,880 | ||||
| Total | $ | 34,268 | |||
NOTE 5 – ACCOUNTS PAYABLE
Accounts payable at June 30, 2018 and September 30, 2017 totaled $11,627 and $0, respectively. Accounts payable consisted of $11,627 and $0 in legal and consulting fees payable as of June 30, 2018 and September 30, 2017, respectively.
NOTE 6 – PAYABLE TO AFFILIATES
The Company has received an advance of $500 from a director for its working capital needs as of June 30, 2018 (see NOTE 7).
The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 6). The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows.
Balance June 30, 2018 | Balance September 30,2017 | |||||||
| (Unaudited) | ||||||||
| Payable to affiliate | $ | 98,837 | $ | 78,067 | ||||
| Total | $ | 98,837 | $ | 78,067 | ||||
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company received an advance of $500 and $0 from a director for its working capital needs as of June 30, 2018 and September 30, 2017, respectively. Funds advanced to the Company by the director are non-interest bearing, unsecured and due on demand (NOTE 6).
The Company has received advances for its working capital needs from an affiliate in which the Company’s Chief Executive Officer holds the position of director in such entity (see NOTE 6).
On November 20, 2017, the Company sold ten (10) naturopathic learning management system and modules for $29,000 to an entity solely owned by a director of the Company. The Company received the payment in full of $29,000 on December 21, 2017. The Company recorded $2,417 and $5,886 as revenues earned for the three months and nine months ended June 30, 2018, and $23,114 as deferred revenues at June 30, 2018.
On December 11, 2017, the Company sold twenty (20) naturopathic learning management systems and modules for $50,000 to an entity in which the Company Chief Executive Officer holds the position of director in such entity. The Company received the payment of $50,000 on December 28, 2017. The Company recorded $4,167 and $9,190 as revenues earned for the three months and nine months ended June 30, 2018 and $40,810 as deferred revenues at June 30, 2018.
On May 30, 2018, the Company granted stock options to three officers/directors to purchase 250,000 shares of common stock at exercise price of $1.50 per share over a five (5) years term.
| F-20 |
NOTE 8 – EQUITY FINANCING AGREEMENT AND NOTE PAYABLE
Note payable consist of:
| June 30, 2018 | September 30, 2017 | |||||||
| (Unaudited) | ||||||||
| Note payable - GHS Investments, Inc. | $ | 40,000 | $ | - | ||||
| Total | 40,000 | - | ||||||
| Current portion | $ | 40,000 | $ | - | ||||
On June 5, 2018, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments Inc. (“GHS”) pursuant to which GHS agreed to purchase up to $20,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that are requireda registration statement on Form S-1 registering the shares of Company common stock to be reported in other comprehensive
income.
Recent Accounting Pronouncements
In June 2014,sold to GHS be filed with the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities".Securities and Exchange Commission and become effective. The amendments in this update removeRegistration Rights Agreement provides that the definition of a development stage entity
fromCompany shall use commercially reasonable efforts to file the Master Glossaryregistration statement within 30 days after the date of the ASC thereby removingRegistration Rights Agreement and have the registration statement become effective within 90 days after it is filed. In connection with the Equity Financing Agreement, the Company executed a promissory note in the principal amount of $40,000 (the “Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bears interest at the rate of 8% and must be repaid on or before March 5, 2019. The Company has recorded the commitment fee as an expense in the accompanying statements of operations for the nine months ended June 30, 2018. The Company has accrued the interest expense of $219 on the principal balance of $40,000 for the period from June 5, 2018 to June 30, 2018.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Litigation Costs and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial reporting
distinction between development stage entitiescondition, or operating results.
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other reporting entitiesmatters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.
NOTE 10: STOCKHOLDERS’ DEFICIT
The Company’s capitalization at June 30, 2018 was 500,000,000 authorized common shares with a par value of $0.001 per share.
Common Stock
On November 30, 2016, the Company increased the authorized share capital from U.S. GAAP.75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the amendments eliminate the requirements for
development stage entities to (1) present inception-to-date information in the
statements of income, cash flows, and shareholder equity, (2) label the
financial statements as those ofCompany effectuated a development stage entity, (3) disclose a
description30:1 forward stock split of the development stage activitiescommon stock on such date.
On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock.
On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with its shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price of $50 (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in which the entity is engaged,
and (4) disclose in the first year in which the entity is no longer a
development stage entity that in prior years it had been in the development
stage. The amendments in this update are applied retrospectively. The adoption
of ASU 2014-10 removed the development stage entity financial reporting
requirementsexchange for the Company.
NOTE 3 - LOANS FROM DIRECTORtransfer of old shares the new shares. As of June 30, 2015, director loaned $5,3372018, the Company received cash proceeds of $40,464 from its shareholders to exchange the old shares for Company's business expenses.new shares and recorded it as contributed capital in the accompanying financial statements.
On May 16, 2018, the Company issued 50,000 shares of its common stock for a cash consideration of $50 pursuant to an agreement dated February 15, 2018. In addition, on the same date, the Company issued 105,000 shares of common stock for a cash consideration of $210 pursuant to an agreement dated March 1, 2018. The loan is unsecured, non-interest bearing and duecommon shares issued were valued at the fair value on demand.the date of execution of the agreement to issue such shares.
On May 16, 2018, the Company issued 10,050,000 shares of common stock for a cash consideration of $10,050 pursuant to an agreement dated March 1, 2018. The balance due tocommon shares were valued at $10,050 being their fair value on the director was $5,337date of execution of the agreement. The Company recorded $10,050 as subscriptions receivable as of June 30, 2015.
F-14
AMBER GROUP INC.
Notes2018 since the Company did not receive the cash proceeds for stock subscriptions.
On June 21, 2018, the Company issued 50,000 shares of common stock to a consultant pursuant to an agreement, for providing consulting and business advisory services to the Condensed Financial StatementsCompany. The common shares were valued at $85,000 being their fair value on the date of execution of the agreement to issue such shares.
As a result of all common stock issuances, the Company had 161,405,000 shares and 150,150,000 shares of common stock issued and outstanding at June 30, 2018 and September 30, 2017, respectively.
Stock Option Plan
On May 30, 2018, the Board of Directors authorized and approved the 2018 Non-Qualified Stock Option Plan (the “2018 Plan) and reserved 10,000,000 shares of the Company’s common stock intended to be issued to selected officers, directors, consultants and key employees provided that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote or maintain a market for the Company’s securities. The Company filed a Registration Statement with the SEC on May 31, 2018 disclosing formation of 2018 Plan.
On May 30, 2018, the Board granted stock options under the 2018 Plan to two directors, an officer and an employee, and three independent consultants to purchase up to 450,000 shares of common stock with a five-year term. The stock options vested immediately upon the issuance date. The exercise price of the stock options to purchase common stock was at $1.50 per share, and the quoted market price of the Company stock on the grant date was $1.70. The option to purchase common stock expires on May 30, 2023. The fair value of options granted was $526,295, calculated using Black-Scholes option pricing model using the assumptions of risk free discount rate of 2.79%, volatility of 106%, 2.5 year-term for employees and directors and 5 year-term for non-employees, and dividend yield of 0%. The Company has recorded stock compensation expense of $526,295 for the three months and nine months ended June 30, 2018.
NOTE 11 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through August 14, 2018, the date the financial statements were available to be issued, noting no new transactions that would require additional disclosure.
Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.
At September 30, 2017 and 2016, the Company had an accumulated deficit of $118,466 and $29,107 for U.S. federal tax purposes available to offset future taxable income expiring on various dates through 2034. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance for the year ended September 30, 2017 and 2016 was an increase of $30,382 and $6,867, respectively.
In the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of September 30, 2017, tax years 2015 (unaudited)
NOTE 4 - COMMON STOCK
and 2016 remain open for examination by the Internal Revenue Service (“IRS”). The Company has received no notice of audit from the IRS for any of the open tax years.
Natural Health Farm Holdings Inc.
12,612,798 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants
PROSPECTUS
__________________, 2018
We have not authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities of Natural Health Farm Holdings Inc. (the “Registrant”) which are registered under this Registration Statement on Form S-1 (this “Registration Statement”). All amounts are estimates except the Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority, Inc. filing fee.
The following expenses will be borne solely by the Registrant:
| Amount to be Paid | ||||
| SEC Registration fee | $ | 3,067.69 | ||
| Legal fees and expenses | 7,500.00 | |||
| Accounting fees and expenses | 2,250.00 | |||
| Miscellaneous fees and expenses | 1,000.00 | |||
| Total | $ | 13,817.69 | ||
Item 14. Indemnification of Directors and Officers
The Company’s Certificate of Incorporation, By-Laws and other contracts provide for indemnification of its officers, directors, agents, fiduciaries and employees. These provisions allow the Company to pay for the expenses of these persons in connection with legal proceedings brought because of the person’s position with the Company, if the person is not ultimately adjudged liable to the Company for misconduct in the action. Generally, no indemnification may be made where the person has been determined to have intentionally, fraudulently or knowingly violated the law.
The Company does not believe that such indemnification affects the capacity of such person acting as officer, director or control person of the Company.
Item 15. Recent Sales of Unregistered Securities
The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On September 29, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
There were 4,000,000
As of December 31, 2015, the Company issued 682,500 shares of common stock for cash proceeds of $13,650 at $0.02 per share.
Between January 1 and June 30, 2016, the Company issued 322,500 shares of common stock for cash proceed s of $6,450 at $0.02 per share.
On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the Company effectuated a 30:1 forward stock split of the common stock and 150,150,000 shares of common stock issued and outstanding on such date.
On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock.
On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with 45 shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price at $0.002 per share (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in exchange for the transfer of old shares the new shares. As of June 30, 2018, the Company received cash proceeds of $40,464 from its shareholders to exchange the old shares for new shares and recorded it as contributed capital in the accompanying financial statements.
On May 16, 2018, the Company issued 50,000 shares of its common stock to one invetsor for a cash consideration of $50 pursuant to an agreement dated February 15, 2018. In addition, on the same date, the Company issued 105,000 shares of common stock to one investor for a cash consideration of $210 pursuant to an agreement dated March 1, 2018. The common shares issued were valued at the fair value on the date of execution of the agreement to issue such shares.
On May 16, 2018, the Company issued 10,050,000 shares of common stock to one investor for a cash consideration of $10,050 pursuant to an agreement dated March 1, 2018. The common shares were valued at $10,050 being their fair value on the date of execution of the agreement. The Company recorded $10,050 as subscriptions receivable as of June 30, 2015.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of June 30, 2014,2018 since the Company had net operating loss carry forwards of
approximately $8,378 that may be available to reduce future years' taxable
income in varying amounts through 2031. Future tax benefits which may arise as a
result of these losses havedid not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly,receive the cash proceeds for stock subscriptions.
On June 21, 2018, the Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
September 30, 2014 June 30, 2015
------------------ -------------
Federal income tax benefit attributable to:
Current Operations $ 1,470 $ 1,378
Less: valuation allowance (1,470) (1,378)
------- -------
Net provision for Federal income taxes $ 0 $ 0
======= =======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
September 30, 2014 June 30, 2015
------------------ -------------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,470 $ 2,849
Less: valuation allowance (1,470) (2,849)
------- -------
Net deferred tax asset $ 0 $ 0
======= =======
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $8,378 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to September 22, 2015 to the date these financial statements were
issued and has determined that it does not have any material subsequent events
to disclose in these financial statements.
F-15
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
AMBER GROUP, INC
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 20___, 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 THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all50,000 shares are sold) of this offering are as
follows:
SEC Registration Fee $ 11.62
Printing Expenses $ 88.38
Accounting Fees and Expenses $ 1300.00
Auditor Fees and Expenses $3,000.00
Legal Fees and Expenses $3,500.00
Transfer Agent Fees $1,600.00
---------
TOTAL $9,500.00
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the governing Nevada statutes, director immunity from liability to a
company or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's articles of incorporation. Our
articles of incorporation do not contain any limiting language regarding
director immunity from liability. Excepted from this immunity are:
1. a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
2. a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
3. a transaction from which the director derived an improper personal
profit; and
4. willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
1. such indemnification is expressly required to be made by law;
2. the proceeding was authorized by our Board of Directors;
3. such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or; 4. such
indemnification is required to be made pursuant to the bylaws.
II-1
Our bylaws provide that we will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer, of the company, or
is or was serving at the request of the company as a director or executive
officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefore, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the
company, except by reason of the fact that such officer is or was a director of
the company in which event this paragraph shall not apply, in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On September 30, 2014 Amber Group, Inc.
offered and sold 4,000,000 share of common stock to our sole officera consultant pursuant to an agreement, for providing consulting and director, Vadims Furss, for a purchase price of $0.001 per share, for aggregate
offering proceeds of $4,000. Amber Group, Inc. madebusiness advisory services to the offer and sale in
relianceCompany. The common shares were valued at $85,000 being their fair value on the exemption from registration afforded by Section 4(2)date of execution of the Securities Act of 1933,agreement to issue such shares.
| II-2 |
Item 16. Exhibits and Financial Statement Schedules.
EXHIBITS
Certain exhibits listed below are incorporated by reference as amended (the "Securities Act"), on the basis that the
securities were offered and sold in a non-public offering to a "sophisticated
investor" who had access to registration-type information about the Company. No
commission was paid in connectionso marked with the sale of any securitiesdate and no general
solicitationsfiling with which such exhibits were made to any person. Mr.Furss received "restricted
securities."
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1. Articles of Incorporation offiled with the Registrant *
3.2 Bylaws of the Registrant *
5.1 OpinionSecurities and consent of Frederick C. Bauman. re: the legality of the
shares being registered *
10.1 Services Agreement *
10.2 Tour Guide Agreement *
10.3 Summary Description of Loan Provided *
16.1 Letter from Harris & Gillespie CPA'S, PLLC *
23.1 Consent of Frederick C. Bauman (included in Exhibit 5.1) *
23.2 Consent of Michael Gillespie & Associates, PLLC
99.1 Form of Subscripton Agreement *
----------
Exchange Commission)
* Filed previously
II-2
ITEMherewith
** Previously filed
Item 17. UNDERTAKINGSUndertakings
(a) The undersigned Registrantregistrant hereby undertakes: (a)
(1) Toto file, during any period in which it offers or sales ofsells securities are being made, a post-effective amendment to this registration statementRegistration Statement to:
(i) Includeinclude any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of thethis registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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 or 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) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement.
statement; and
| II-3 |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this rule do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is not part of the registration statement.
Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to item 1100(c) of Regulation AB.
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(b) For determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
(2) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
| II-4 |
(3) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and
(4) Any other communication that is an offer in the offering made by the registrant to the purchaser.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
That, for the purpose of determining any liability under the Securities Act to any purchaser:
If the registrant is relying on Rule 430B:
(i) Each prospectus filed by the registrant pursuant to 424(b)(3) shall be deemed to be part of 1933, eachthe registration statement as of the date the prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such post-effective amendmentform of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities offered therein,in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove fromProvided, however, that no statement made in a registration by means of a post-effective amendment anystatement or prospectus that is part of the securities being registered which remain unsold atregistration statement or made in a document incorporated or deemed incorporated by reference into the terminationregistration statement or prospectus that is part of the offering.
(4) That, forregistration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the purposeregistration statement or prospectus that was part of determining liability under the Securities Act
of 1933registration statement or made in any such document immediately prior to any purchaser:
(i) such effective date; or
| II-5 |
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of thea registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for
If the registrant is relying on Rule 430A:
(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(ii) For the purpose of determining any liability of the registrant under the Securities Act, each post-effective amendment that contains a form of 1933prospectus shall be deemed to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that inbe a primary offering of
securities of the undersigned registrant pursuant to thisnew registration statement regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, and the offering requiredof such securities at that time shall be deemed to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the initial bona fide offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC 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, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
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| II-6 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Henderson, State of
Nevada,Kuala Lumpur on October 22, 2015.
AMBER GROUP, INC
By: /s/ Vadims Furss
------------------------------------------
Name: Vadims Furss
Title: November 9, 2018.
| NATURAL HEALTH FARM HOLDINGS INC. | |
| /s/Tee Chuen Meng | |
| Tee Chuen Meng | |
President and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Vadims Furss
------------------------- President, Treasurer, Secretary October 22, 2015
Vadims Furss and Director
(Principal Executive, Financial
and Accounting Officer)
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| Signature | Capacity | Date | ||
| /s/ Tee Chuen Meng | Principal Executive Officer, Treasurer, Director | November 9, 2018 | ||
| Tee Chuen Meng | Principal Financial Officer | |||
| Principal Accounting Officer | ||||
| /s/ Judy Lee | Director | November 9, 2018 | ||
| Judy Lee | ||||
| /s/ Patricia Yeoh | Secretary | November 9, 2018 | ||
| Patricia Yeoh |
| II-7 |
EXHIBIT INDEX
* Filed herewith
** Previously filed
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