July 3, 2018
Yuliia Baranets
President and Chief Executive Officer
Lux Amber, Corp.
Shaoyaoju Beili 207
Beijing 100029 China
Re: Lux Amber, Corp.
Registration Statement on Form S-1
Filed June 11, 2018
File No. 333-225545
Dear Ms. Baranets:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-1 filed June 11, 2018
General Information About Our Company, page 3
1. Please provide a more detailed description of the nature of the website
you acquired for
$15,000 and whether the acquisition was from a related party or third
party. Please also
disclose the website address. The status of your website is unclear from
your disclosures.
For example, on page 18 you disclose that you acquired your website for
$15,000.
However, page 19 indicates that you plan to design and develop your
website. Please
revise to clarify the status of your website. Please file the agreement
acquiring the website
as an exhibit or tell us why you are not required to do so.
2. Please provide further detail with regard to your business, including a
general overview of
Yuliia Baranets
FirstName LastNameYuliia Baranets
Lux Amber, Corp.
Comapany NameLux Amber, Corp.
July 3, 2018
July 3, 2018 Page 2
Page 2
FirstName LastName
the concept of your business.
3. You appear to be a shell company as that term is defined in shell
corporation as defined
in Rule 405 of the Securities Act. In this regard, we note that you
have no operations,
nominal assets and no revenues. Please provide us with an analysis
explaining why you
are not a shell company, or revise your disclosure to clarify that you
are a shell company.
Risk Factors
The Company has an asset in a form of a corporate website..., page 6
4. Please clarify whether the "founder" described in this section is Ms.
Baranets. Please also
revise page 23 to provide the information required by Item 403 of
Regulation S-K. We
note that on page 22 you disclose that 2,000,000 shares of common
stock were issued to
Ms. Baranets. However, the table on page 23 reflects zero shares for
Ms. Baranets and
2,000,000 for all officers and directors. If 2,000,000 shares were
issue to Ms. Baranets,
then please update the Summary Compensation Table to reflect the
issuance of such
shares.
Plan of Distribution, page 11
5. We note your disclosure that the offering will continue for a period
not to exceed 180
days. However, on the cover page you indicate that offering will
continue for 270
days. Please revise to clarify the duration of the offering.
Description of Our Business, page 13
6. Please provide the disclosure required by Item 504 of Regulation S-K.
General, page 13
7. We note that you are a Nevada corporation that plans to operate in
China. Please provide a
discussion on the effect of existing or probable governmental
regulations on your business
as a foreign company doing business in China.
8. Please disclose the sources and availability of raw materials, such as
amber, for your
business. Please also revise page 18 to include your plans for
sourcing and purchasing the
raw materials for your jewelry and the costs associated with
procurement.
Contracts, page 14
9. Please clarify what you mean by an "executed verbal contract." If you
believe you have
an enforceable contract with Ms. Baranets, please describe all
material terms of such
contract.
Yuliia Baranets
Lux Amber, Corp.
July 3, 2018
Page 3
Election under Section 107(b) of the JOBS Act, page 15
10. Your disclosure states that you have made the irrevocable election to
not adopt the
extended transition period for complying with new or revised
accounting standards.
However on page 17, you disclose that you have elected to take
advantage of the extended
transition period for complying with new or revised accounting
standards. Please revise
your disclosures throughout the Form S-1 to select a consistent
election regarding
compliance with new or revised accounting standards.
Description of our Business
Background Information about our Officer and Director, page 21
11. Please revise to provide more detail as to Ms. Baranets background,
including the
positions she has held and the companies for which she worked.
Executive Compensation, page 21
12. You disclose the compensation for Ms. Baranets "is being deferred
until the Company is
in a position to start payments under her employment agreement."
Please clarify the point
at which the company intends to make these payments.
Note 8 Subsequent Events, page F-12
13. Please disclose the date the financial statements were issued (i.e.,
through which
subsequent events were evaluated) in accordance with ASC 855-10-50-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ameen Hamady (Staff Accountant) at 202-551-3891 or
Tracey
Houser (Staff Accountant) at 202-551-3736 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kate McHale (Staff
Attorney) at 202-
551-3464 or Asia Timmons-Pierce (Special Counsel) at 202-551-3754 with any
other questions.
FirstName LastNameYuliia Baranets
Division of
Corporation Finance
Comapany NameLux Amber, Corp.
Office of
Manufacturing and
July 3, 2018 Page 3 Construction
FirstName LastName