Chief Executive Officer
Amber Group, Inc.
2360 Corporate Circle, Suite 400
Henderson, NV 89074
December 18, 2014
United States
Securities and Exchange Commission
Washington, DC 20549
Amber Group, Inc.
Amendment No.1 to Registration Statement on Form S-1
Filed October 20, 2014
File No. 333-199478
Dear: Barbara C. Jacobs
In response to your letter dated November 14, 2014 which included comments
regarding our registration statement, we have prepared the following responses:
GENERAL
COMMENT: 1
It appears from your current disclosure that you have not taken any concrete
steps to implement your business plan and have no revenues, no plans for raising
additional financing, limited operations, no products or services and no
dedicated full-time or part-time employees other than your sole officer and
director. We also note that your stock is likely to be penny stock. Therefore,
it appears that you may be a blank check company and should comply with Rule 419
of Regulation C under the Securities Act. Please revise the registration
statement to comply with Rule 419 or tell us why you believe that you are not a
blank check company. For guidance, see SEC Release No. 33-6932 and
Interpretation 616.02 of our Securities Act Rules Compliance and Disclosure
Interpretations.
Response: In response to this comment we referred Rule 419(a)(2) of Regulation
C, which defines a blank check company as a company that is "a development stage
company that has no specific business plan or purpose, or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies" and is issuing penny stock. While we are a development
stage company, the company is not a blank check company because:
- It has its own specific operational business plan,
- Its business plan has no indications to engage in a merger or
acquisition with an unidentified company or companies, or other
entity;
- We have no plans or intentions to be acquired by an operating company
nor do we have plans to enter into a change of control or similar
transaction or to change our management;
- Our sole officer and director, has not been previously involved in the
management or ownership of a development stage company that has not
implemented fully its business plan, engaged in a change of control or
similar transaction, or has generated no or minimal revenues to date;
- The fact that the company is not a blank check company under Rule 419
has been disclosed prominently on the cover page of the prospectus.
We have taken following concrete steps to implement our business plan:
registered domain www.Amber-touristguides.com and launched testing version of
our website. We have created profile on Facebook, Twitter, Google +.
We have executed agreement with Strendzers for marketing purposes and have
executed contracts with local guides.
Also our director has agreed to lend us funds to pay for our reporting
obligations and for business expenses until we raise funds from this offering.
COMMENT: 2
You appear to be a shell company as that term is defined in Securities Act Rule
405 of Regulation C. In this regard, we note that you have had limited
operations to date and have no assets. If you conclude that you are a shell
company, please disclose that conclusion on your prospectus cover page and add a
risk factor that highlights the consequences of shell company status. Discuss
the prohibition on the use of Form S-8 by shell companies, enhanced reporting
requirements imposed on shell companies, the conditions that must be satisfied
before restricted and control securities may be resold in reliance on Rule 144
and the potential impact on your ability to attract additional capital.
Response: We have added following disclosure:
We are considered a "shell company" under applicable securities rules and
subject to additional regulatory requirements as a result, including the
inability of our shareholders to sell our shares in reliance on Rule 144
promulgated pursuant to the Securities Act of 1933, as well as our inability to
register our securities on Form S-8 (an abbreviated registration process).
Accordingly, investors should consider our shares to be significantly risky and
illiquid investments.
Also we have added following risk factor:
Because we are currently considered a "shell company" within the meaning or Rule
12b-2 pursuant to the Securities Exchange Act of 1934, the ability of holders of
our common stock to sell their shares may be limited by applicable regulations.
2
We are, currently, considered a "shell company" within the meaning of Rule 12b-2
pursuant to the Securities Exchange Act of 1934 and Rule 405 pursuant to the
Securities Act of 1933, in that we currently have nominal operations and nominal
assets other than cash. Accordingly, the ability of holders of our common stock
to sell their shares may be limited by applicable regulations.
As a result of our classification as a "shell company", our investors are not
allowed to rely on the "safe harbor" provisions of Rule 144 promulgated pursuant
to the Securities Act of 1933 so as not to be considered underwriters in
connection with the sale of our securities until one year from the date that we
cease to be a "shell company." Additionally, as a result of our classification
as a shell company:
Investors should consider shares of our common stock to be significantly risky
and illiquid investments
We may not register our securities on Form S-8 (an abbreviated form of
registration statement) Our ability to attract additional funding to sustain our
operations may be limited significantly We can provide no assurance or guarantee
that we will cease to be a "shell company" and, accordingly, we can provide no
assurance or guarantee that there will be a liquid market for our shares.
Accordingly, investors may not be able to sell our shares and lose their
investments in the Company.
PROSPECTUS SUMMARY
GENERAL INFORMATION ABOUT THE COMPANY, PAGE 3
COMMENT: 3
It appears that your operations have been limited to date, that you have no
existing product or service and that you are not currently marketing any product
or service. Please revise to describe the current status of your business
operations, carefully distinguishing actual accomplishments from your plans. For
example, please revise your statement that Amber Group is a marketplace of tours
for travelers by local experts to clarify that the Amber Group marketplace does
not yet exist. Ensure that you consistently and precisely describe your intended
business throughout your prospectus.
Response: We have revised our prospectus to describe the current status of our
business operations.
COMMENT: 4
To the extent the products and services you hope to provide are not yet
developed, describe the status of your developmental efforts, any potential
difficulties that may preclude you from completing the development of your
proposed offering and the expected costs of development. Include a more detailed
discussion in your business section.
3
Response: We have added following discussion : To date we incorporated the
company, prepared a business plan and executed agreement with Strend<158>ers for
marketing purposes and executed contract with tour guide. We have registered
domain www.Amber-touristguides.com and started to work on development of our
website. We have created profile on Facebook, Twitter, Google+. Our sole
director Vadims Furss will be in charge of implementing our Plan of Operation
and our offering. The successful development of our business plan depends on our
ability to raise funds from this offering. There is no guarantee that we are
able to raise funds from this offering.
COMMENT: 5
We note that Mr. Furss intends to offer shares of the company's common stock to
his friends, family members and business associates. Please revise to state
whether these offers will be made in the United States, and if not, where they
will be made.
Response: We have revised to state that Mr.Furss will not offer shares of the
company's common stock in USA. Mr. Furss intends to offer shares of the
company's common stock to his friends, family members and business associates in
Europe.
RISK FACTORS, PAGE 6
COMMENT: 6
Please clarify whether Mr. Furss resides outside of the United States. If he
does reside outside of the United States, add a risk factor disclosing that it
may be difficult for investors to effect service of process within the United
States upon Mr. Furss or to enforce personal judgments obtained in United States
courts predicated upon the liability provisions of the United States securities
laws against Mr. Furss.
Response: We have clarified that Mr. Furss resides outside of the United States.
We have added risk factor disclosing that it may be difficult for investors to
effect service of process within the United States upon Mr. Furss or to enforce
personal judgments obtained in United States courts predicated upon the
liability provisions of the United States securities laws against Mr. Furss.
COMMENT: 7
We note that Mr. Furss worked as a director at Lens Staffing Agency and a sales
manager at Telegroup Ukraine. Please tell us whether Mr. Furss has experience in
the online travel industry, including the technical expertise necessary to
design and operate your planned web platform. If Mr. Furss lacks this experience
or expertise, please add a risk factor that discusses resulting risks to your
company and its investors.
4
Response: We have added a risk factor stating that Mr. Furss has no experience
in the online travel industry, including the technical expertise necessary to
design and operate our planned web platform. Mr. Furss lacks this experience or
expertise will pose risks to our company and its investors.
COMMENT: 8
Unless you will be filing a Form 8-A registration statement under Section 12(g)
of the Exchange Act prior to the effectiveness of your initial public offering
registration statement, please add a risk factor clarifying that as a Section
15(d) filer, you will not be a fully reporting company. Specifically, disclose
that you will not be subject to the proxy rules under Section 14 of the Exchange
Act, the prohibition of short-swing profits under Section 16 of the Exchange Act
and the beneficial ownership reporting requirements of Sections 13(d) and (g) of
the Exchange Act. Additionally, please highlight that if you have less than 300
shareholders following the fiscal year in which your registration statement
becomes effective, your periodic reporting obligations under Section 13(a) will
be automatically suspended under Section 15(d) of the Exchange Act.
Response: We have added a risk factor in our prospectus.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING ..., PAGE 6
COMMENT: 9
We note that that the full proceeds of this offering may not be enough to
achieve sufficient revenue or profitable operations. Please revise to alert
investors to the minimum additional capital necessary to fund planned operations
for a 12-month period.
Response: We have revised our risk factor.
WE WILL DEPEND ON OUR INTERNATIONAL OPERATIONS..., PAGE 8
COMMENT: 10
Please revise the caption and body of this risk factor to clarify that you have
had limited operations to date.
Response: We have revised the caption and body of this risk factor to clarify
that we have had limited operations to date.
BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS ..., PAGE 8
COMMENT: 11
Please revise this risk factor to address whether Mr. Furss' outside employment
creates a material risk of conflicts of interest with the company, and if so,
how such conflicts will be resolved.
Response: We have revised this risk factor.
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INVESTORS CANNOT WITHDRAW FUNDS ONCE THEIR SUBSCRIPTION AGREEMENTS ARE ACCEPTED
...., PAGE 8
COMMENT: 12
Please file a form of the subscription agreement as an exhibit to your filing.
See Item 601(b)(4) of Regulation S-K. Additionally, please advise us of the name
and location of the bank where you have your corporate bank account and tell us
who will be reviewing the subscription agreements.
Response: We have filed a form of the subscription agreement as an exhibit to
our filing. Our bank is Hellenic Bank, located at 200 Corner Athalassas &
Lemesos Ave. 2025 Strovolos Nicosia, Cyprus. Our president Vadims Furss will be
reviewing the subscription agreements.
OUR BUSINESS AND GROWTH WILL SUFFER IF WE ARE UNABLE TO FIND ..., PAGE 9
COMMENT: 13
Please clarify whether the local guides will be employees or independent
contractors of your company here and in the appropriate portion of your business
section. Additionally, please include a risk factor that discusses the risks to
your company and its shareholders from your use of local guides. In this regard,
please discuss whether you believe you will be liable for the actions of local
guides during guided tours.
Response: We have clarified that the local guides will be independent
contractors. We have added a risk factor that discusses the risks to our company
and its shareholders from your use of local guides. We do not believe that we
will be liable for the actions of local guides during guided tours. The Amber
Group Inc. will solely acts as facilitator and agent for the contract between
the guest and the chosen tour guide. Therefore, we will not liable for the
rendering of services or for any damage inflicted on persons or property in
connection with the tour.
CONSUMERS MAY NOT ACCEPT OUR WEBSITE AS A VALUABLE COMMERCIAL TOOL ..., PAGE 10
COMMENT: 14
Please revise this risk factor to clarify that you do not have a developed
website. Additionally, please revise any other disclosure throughout your
prospectus that may suggest to investors that you have developed products or
services.
Response: We have revised this risk factor and our prospectus to clarify that we
have only testing version of our web site. We do not have a fully developed
website yet. Additionally, we have revised any other disclosure throughout our
prospectus that may suggest to investors that we have developed products or
services.
6
RISKS ASSOCIATED WITH THIS OFFERING
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE ...,
PAGE 13
COMMENT: 15
Please clarify whether Mr. Furss has agreed to loan funds to the company to
cover future SEC reporting and compliance costs. Additionally, since this risk
factor focuses on SEC reporting and compliance costs, please move your
discussion of Mr. Furss' loan to the company to complete the registration
process to an appropriate section of the prospectus.
Response: Mr. Furss has agreed to loan funds to the company to cover future SEC
reporting and compliance costs. Additionally, we have moved our discussion of
Mr. Furss' loan to an Use of Proceeds, page 14 section of the our prospectus.
WE WILL NOT BE REQUIRED TO COMPLY WITH CERTAIN PROVISIONS..., PAGE 14
COMMENT: 16
Please revise the second paragraph of this risk factor to clarify that you will
be exempt from the auditor attestation requirement concerning management's
report on the effectiveness of internal control over financial reporting for so
long as you remain a smaller reporting company.
Response: We have revised this risk factor.
USE OF PROCEEDS, PAGE 14
COMMENT: 17
Please clarify here whether Mr. Furss has agreed to loan you funds to implement
your business plan and maintain your reporting status and quotation on the
OTCBB.
Response: Mr. Furss has agreed to loan us funds to implement our business plan
and maintain our reporting status and quotation on the OTCBB until we raise
funds from this offering.
INFORMATION WITH RESPECT TO THE REGISTRANT, PAGE 19
COMMENT: 18
Please revise this section to discuss the countries or regions where you intend
to offer your guided tours.
Response: We have revised to clarify that we intend to offer our guided tours in
Europe and North America.
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DESCRIPTION OF PROPERTY
OFFICES, PAGE 21
COMMENT: 19
We note that you currently list the address of your agent for service as the
address of your principal executive office and that you intend to establish an
office elsewhere. Please revise to clarify from where you intend to conduct your
operations. To the extent you intend to operate the company outside of the
United States, please revise your disclosure throughout the registration
statement to disclose this fact and consider adding a risk factor discussion.
Response: We have clarified that we intend to conduct operation from outside
USA. We have revised our disclosure throughout the registration statement to
disclose this fact and added a risk factor discussion.
SIGNATURES, PAGE II-5
COMMENT: 20
Please conform the text under this heading to that set forth in Form S-1. See
Signatures to Form S-1.
Response: We have conformed the text.
Please direct any further comments or questions you may have to the company's
attorney:
Frederick C. Bauman, Esq.
Bauman & Associates Law Firm
5595 Egan Crest Dr.
Las Vegas ,Nevada 89131
Tel: (702)533-8372
Thank you.
Sincerely,
/s/ Vadims Furss
---------------------------
Vadims Furss
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