As filed with the Securities and Exchange Commission on October 20, 2014
Registration No: 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMBER GROUP, INC.
(Name of small business issuer in its charter)
Nevada 7200 EIN 61-1744532
(State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Code Number) Identification Number)
2360 CORPORATE CIRCLE -SUITE 400
HENDERSON, NV 89074
(702)-430-6931
(Address, including zip code, and 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, of agent for service)
Copies of Communications to:
Bauman & Associates Law Firm
Frederick C. Bauman
5595 Egan Crest Dr.
Las Vegas ,Nevada 89131
Tel: (702)533-8372
Fax: (310) 564-1912
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form 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]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement 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: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount 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) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 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, 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 means 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 herein 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 traded on any exchange or on the over-the-counter market. After the
effective date of this registration statement, we hope to have a market maker
file an application with the Financial Industry Regulatory Authority ("FINRA")
for our common stock to 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.
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.
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.
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 OCTOBER ___, 2014
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 6
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION 15
SELLING SECURITIY HOLDERS 16
PLAN OF DISTRIBUTION 16
DESCRIPTION OF SECURITIES TO BE REGISTERED 17
INTERESTS OF NAMED EXPERTS AND COUNSEL 18
INFORMATION WITH RESPECT TO THE REGISTRANT 19
DESCRIPTION OF PROPERTY 21
LEGAL PROCEEDINGS 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 21
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 24
EXECUTIVE COMPENSATION 26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 28
MATERIAL CHANGES 29
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 29
AVAILABLE INFORMATION 29
INDEX TO THE FINANCIAL STATEMENTS 30
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.
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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.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, which relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, 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 these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
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. We intend to use the net proceeds from this offering to develop 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.
From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (July 10, 2014) through
September 30, 2014 reports no revenues and a net loss of $4,325. Our independent
registered public accounting firm 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.
Our President, Vadims Furss, will offer shares of our common stock to his
friends, family members and business associates. As of the date of this
prospectus, there is no public trading market for our common stock and no
assurance that a trading market for our securities will ever develop.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
As a company with less than $1.0 billion in revenue during its last fiscal year,
we qualify as an "emerging growth company" as defined in the JOBS Act. For as
long as a company is deemed to be an emerging growth company, it may take
advantage of specified reduced reporting and other regulatory requirements that
are generally unavailable to other public companies. These provisions include:
* a requirement to have only two years of audited financial statements
and only two years of related Management's Discussion and Analysis
included in an initial public offering registration statement;
* an exemption to provide less than five years of selected financial
data in an initial public offering registration statement;
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* 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 compliance with any new requirements adopted by the
Public Company Accounting Oversight Board requiring mandatory audit
firm rotation or a supplement to the auditor's report in which the
auditor would be required to provide additional information about the
audit and the financial statements 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 attest to the effectiveness of our internal control
over financial reporting until such time as we cease being a Smaller Reporting
Company.
As an emerging growth company, we are exempt from Section 14A (a) and (b) of the
Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.
Section 107 of the JOBS Act provides that an emerging growth company can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new 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 value of our
common stock held by non-affiliates exceeded $700 million as of the
end of the second quarter of that fiscal year.
THE OFFERING
The Issuer: Amber Group, Inc.
Securities Being Offered: 5,000,000 shares of common stock.
Price Per Share: $0.02
Duration of the Offering: The offering shall terminate on the earlier of
(i) the date when the sale of all 5,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of our director Mr.Furss.
Gross Proceeds: $100,000
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Securities Issued and
Outstanding: There are 4,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our President and Secretary, Vadims
Furss.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from June 10, 2014 (Inception) to September 30, 2014.
FINANCIAL SUMMARY
As of
September 30, 2014 ($)
----------------------
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)
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RISK FACTORS
An investment in our common stock involves a high degree of risk and is
speculative in nature. In addition to the other information regarding the
Company contained in this Prospectus, you should consider many important factors
in determining whether to purchase shares of common stock offered pursuant 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 forseen 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 of
our common stock, when and if we are ever able to trade our common stock, could
decline due to any of these risks, and you may lose all or part 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, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND
PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT
BE AVAILABLE.
Our current operating funds are less than we require to complete our intended
operations plan. As of September 30, 2014, we had cash in the amount of $0 and
liabilities of $325. As of this date, we have had limited operations and no
income. The full proceeds of $100,000 we hope to generate from this offering may
not be enough to achieve sufficient revenue or profitable operations. There is
no assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
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 resulting in an accumulated deficit
of ($4,325) at September 30, 2014. Further losses are anticipated in the
development of our business. As a result, there is substantial doubt about our
ability to continue as a going concern. In fact, our auditors have issued a
going concern opinion in connection with their audit 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-going business
for the next twelve months.
Our ability to continue as a going concern is 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
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
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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 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
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.
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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.
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.
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. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on him from
other obligations could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. The loss of
Mr. Furss to the Company could negatively impact our business development.
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.
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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. Furss is our sole officer and director, and if he
should die there will be no one to appoint a new officer 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
for the products and services we offer. These trends cause our revenue to be
generally highest in the second and third calendar quarters of the year as
travelers plan and purchase their spring and summer travel, and then flatten in
the fourth and first calendar quarters of the year. Our inability to finance our
funding needs during a seasonal slowdown or at other times could have a material
adverse effect on us.
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.
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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 have the effect of diluting the
value of the shares held by investors in the offering, and might have an adverse
effect on any trading market for 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.
We are an "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.
Under the JOBS Act, "emerging growth companies" can delay adopting new or
revised accounting standards until such time as those standards apply to private
companies. We have irrevocably elected not to avail ourselves to 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 "emerging growth companies."
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
* 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 value of our
common stock held by non-affiliates exceeded $700 million as of the
end of the second quarter of that fiscal year.
CONSUMERS MAY NOT ACCEPT OUR WEBSITE AS A VALUABLE COMMERCIAL TOOL WHICH WOULD
HARM OUR BUSINESS.
For us to achieve significant growth, local guides, consumers and advertisers
must accept our website as a valuable commercial tool. Consumers who have
historically purchased products using traditional commercial channels, such as
local agents and calling agents directly must instead purchase these products
through our website. Local guides will need to view our websites as an efficient
and profitable channel of distribution for their travel products. Advertisers
will need to view our website as effective ways to reach their potential
customers.
In order to achieve the acceptance of consumers, local guides and advertisers
contemplated by our business plan, 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 assured that we will be able to secure the funds
required. We do not have specific plans or budget at this time. Our failure to
make progress in these areas may harm our business.
10
SECURITY BREACHES IN OUR FUTURE WEBSITE SYSTEMS COULD DAMAGE ITS REPUTATION AND
CAUSE IT TO LOSE CUSTOMERS.
The security of customers' confidential transaction data could be jeopardized by
accidental or intentional acts of Internet users, current 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 costs
required to continually upgrade security measures could be prohibitively
expensive and could result in delays or interruption of service.
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 rules of the
Commission. The term "penny stock" generally refers to a security issued by a
very small company that trades at less than $5 per share.
The Exchange Act and such penny stock rules generally impose additional sales
practice and disclosure 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 recommended by the broker-dealer. For
transactions covered 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-dealers 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.
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
11
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 discussions or understandings between Amber Group, Inc. and anyone acting on
our behalf, with any market maker regarding participation in a future trading
market for our securities. If no market is ever developed for our common stock,
it will be difficult for you to sell any shares you purchase in this offering.
In such 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.
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 impact on the market price of
our shares. Further, the stock market has experienced extreme volatility that
12
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.
Vadims Furss, our sole officer and director, has verbally agreed to loan the
company funds to complete the registration process. 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 Mr. Furss may loan additional money to the Company
in order to complete the registration process in an amount up to $25,000.
However, he has no formal commitment, arrangement or legal obligation to make
any such loan.
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 and 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 all of the various rules and regulations, which are 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 be 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 advantage of the benefits of the extended transition
period that Section 107 of the JOBS Act provides an emerging growth company, as
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards. Our financial statements may, therefore, not be
comparable to those 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.
Because of the exemptions from various reporting requirements provided to us as
an "emerging growth company" and because we will have an extended transition
period for complying 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 other companies in our industry if they believe that our
financial accounting is not as transparent as other companies in our industry.
If we are unable to raise additional capital as and when we need it, our
13
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 404 of the Sarbanes-Oxley Act, 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, we will not be required to
make our first annual assessment of our internal control over financial
reporting pursuant to Section 404 until the later of the year following our
first annual report required to be filed with the SEC, or the date we are no
longer an "emerging growth company" as defined in 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 later of the year following our first annual report required to be
filed with the SEC, or 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.
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. The following table sets forth the uses of proceeds assuming the
sale 100%, 75%, 50% and 25% respectively, of the securities offered for sale by
the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
(25% 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, 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
The above figures represent only estimated costs. If necessary, Vadims Furss,
our sole officer and director, has verbally agreed to loan the company funds to
complete the registration process. Also, these loans would be necessary if the
proceeds from this offering will not be sufficient to implement our business
plan and maintain reporting status and quotation on the OTCBB. Mr. Furss will
not be repaid from the proceeds of this offering. There is no due date for the
14
repayment of the funds advanced by Mr. Furss and the loan being intend at 0% per
annum. Mr. Furss will be repaid from revenues of operations if 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 fees 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
the number of shares to be offered and the offering price, we took into
consideration our cash on hand 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 director and
officer for common equity on September 29, 2014. Vadims Furss has paid $.001 per
share for the 4,000,000 shares of common stock he purchased from the Company.
Dilution represents the difference between the offering price 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. The following table illustrates the per common share dilution that
may be experienced by investors at various funding levels. This table 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.
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
15
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.
PLAN OF DISTRIBUTION
We have 4,000,000 shares of common stock issued and outstanding as of the date
of this prospectus. The Company is registering an additional 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
16
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 one 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 states, 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.
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 September 30, 2014, there were 4,000,000 shares of
our common stock issued and outstanding those were held by one registered
stockholder of record, our sole officer and Director.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have (i) equal
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution or winding up of the
17
affairs of the Company (iii) do not have preemptive, subscription or conversion
rights 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 refer to the Company's
Articles of Incorporation, Bylaws and the applicable statutes of the State of
Nevada for a more complete description of the rights 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 state of Nevada 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.
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
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $50,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Amber Group,
Inc. or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
18
EXPERTS
The validity of the issuance of the shares of common stock offered by us has
been passed upon by Bauman & Associates Law Firm
HARRIS & GILLESPIE CPAS, 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. HARRIS & GILLESPIE CPAS, 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.
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.
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
19
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.
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
20
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.
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.
PLAN OF OPERATION
As of September 30, 2014, our cash balance was $0. 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.
Mr.Furss, however, has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. 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
21
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.
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 SEPTEMBER 30, 2014
During the period we incorporated the company, prepared a business plan and
executed service contracts. Our loss since inception is $4,325.
We have not meaningfully commenced our proposed business operations and will not
do so until we have completed this offering and raised sufficient funding.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2014, the Company had $0cash and our liabilities were $325,
comprising $325 owed to Vadims Furss, our sole officer and director. The
available capital is not sufficient for the Company to remain operational.
22
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.
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.
23
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.
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
We have had no changes in or disagreements with our independent registered
public accountant.
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.
24
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.
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
25
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($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Vadims Furss, June -0- -0- -0- -0- -0- -0- -0- -0-
President, 10, 2014
Treasurer and until
Secretary September
30, 2014
There are no current employment agreements between the company and its officers.
Mr.Furss currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
26
OUTSTANDING EQUITY AWARDS SINCE INCEPTION
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price($) 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 $325. 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.
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, 2014 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
27
(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,
2014. As of September 30, 2014there 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.
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.
28
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 that we will indemnify an officer, director, or former
officer or director, to the full extent permitted by law. 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, 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's decision.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC 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 refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act of
1934, as amended. You may read and copy any reports, statements or other
information we file at the SEC's public reference facility maintained by the SEC
at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available to the public through the SEC
Internet site at www.sec.gov.
FINANCIAL STATEMENTS
Our fiscal year end is September 30. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by us and audited by HARRIS & GILLESPIE CPAS, PLLC
Our financial statements from inception to September 30, 2014, immediately
follow:
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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
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HARRIS & GILLESPIE CPA'S, PLLC
CERTIFIED PUBLIC ACCOUNTANT'S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
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. (A
Development Stage Company) as of September 30, 2014 and the related statements
of operations, stockholders' deficit and cash flows for the period then ended
and for the period from July 10, 2014 (inception) to September 30, 2014. 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'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, 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, 2014 and the results of its
operations and cash flows for the period then ended and for the period from July
10, 2014 (inception), to September 30, 2014 in conformity with generally
accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
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'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/ HARRIS & GILLESPIE CPA'S, PLLC
------------------------------------------
Seattle, Washington
October 8, 2014
F-1
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
September 30,
2014
--------
ASSETS
Current Assets
Cash 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
Common 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 $ --
========
See accompanying notes to financial statements.
F-2
AMBER GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period
from July 10, 2014
(Inception) to
September 30,
2014
----------
REVENUES $ --
----------
OPERATING EXPENSES
Business License 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. was incorporated under the laws of the State of Nevada on July
10, 2014. We are a development stage company that is in Errand and Concierge
service online business. We will connects people in need of performing small
tasks they unable to do with our agents able to perform those services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
DEVELOPMENT STAGE COMPANY
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 if its operations have commenced, there has been no significant
revenues there from.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States 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 as of September
30, 2014. The Company currently has limited working capital, and has not
completed its efforts 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 BASIS
The Company uses the accrual basis of accounting and 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 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of September 30, 2014.
COMPREHENSIVE INCOME
The Company has which established standards for reporting 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 distributions to owners. The Company has not had any
significant transactions that are required to be reported 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 $325 as of September 30, 2014.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
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 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 STATEMENTS
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. 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 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 arise 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.
The provision for Federal income tax consists of the following:
September 30, 2014
------------------
Federal income tax benefit attributable to:
Current Operations $ 111
Less: valuation allowance (111)
--------
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, 2014
------------------
Deferred tax asset attributable to:
Net operating loss carryover $ 111
Less: valuation allowance (111)
--------
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 operations
through the date in which the financial statements were issued, and has
determined that it does not have any material subsequent events to disclose in
these financial statements.
F-8
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 all 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.
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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 officer and
director, Vadims Furss, for a purchase price of $0.001 per share, for aggregate
offering proceeds of $4,000. Amber Group, Inc. made the offer and sale in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, 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 connection with the sale of any securities and no general
solicitations were made to any person. Mr.Furss received "restricted
securities."
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1. Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion and consent of Frederick C. Bauman. re: the legality of the
shares being registered
10.1 Services Agreement
23.1 Consent of Frederick C. Bauman (included in Exhibit 5.1)
23.2 Consent of HARRIS & GILLESPIE CPAS, PLLC
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) 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 the 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 the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned 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 undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
II-3
(ii) Any free writing prospectus relating to the 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Henderson, Nevada on October 20,
2014.
AMBER GROUP, INC
By: /s/ Vadims Furss
------------------------------------------
Name: Vadims Furss
Title: President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Vadims Furss
------------------------- President, Treasurer, Secretary October 20, 2014
Vadims Furss and Director
(Principal Executive, Financial
and Accounting Officer)
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