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EX-23.1 - LUBOA GROUP, INC. | b10consent2015.htm |
Registration No. 333-199210
As filed with the Securities and Exchange Commission on
January 20, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Amendment #
4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
SUNRISE TOURS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation or Organization)
90-1007098 IRS Employer Identification Number | 7389 Primary Standard Industrial Classification Code Number |
Sunrise Tours, Inc.
Holderbuschweg, 46
Stuttgart, Germany 70563
Tel. +49 71112890992
Email: sunrisetoursinc@gmail.com
(Address and telephone number of principal executive offices)
INCORP SERVICES, INC.
2360 CORPORATE CIRCLE, STE. 400
HENDERSON, NEVADA 89074-7722
Tel. (702) 866-2500
(Name, address and telephone number of agent for service)
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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
Securities to be Registered | Amount To Be Registered(1) |
| Offering Price Per Share(2) |
| Aggregate Offering Price |
| Registration Fee |
Common Stock: | 9,000,000 | $ | 0.01 | $ | 90,000 | $ | 12.27 |
(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
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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 | $ | 12.27 |
Auditor Fees and Expenses | $ | 3,500.00 |
Legal Fees and Expenses 3000 | $ | 2,500.00 |
EDGAR fees | $ | 1,500.00 |
Transfer Agent Fees | $ | 1000.00 |
TOTAL | $ | 8,512.27 |
(1) All amounts are estimates, other than the SECs registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Sunrise Tours, Inc.s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Sunrise Tours, Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
Name and Address | Date | Shares |
| Consideration |
Alexander Karpetskiy Holderbuschweg, 46, Stuttgart, Germany 70563 | September 23, 2013 | 9,000,000 | $ | 9,000.00 |
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We issued the foregoing restricted shares of common stock to our sole officer and director pursuant to Section 4(2) of the Securities Act of 1933. He is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.
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ITEM 16. EXHIBITS
Exhibit Number |
| Description of Exhibit |
3.1 |
| Articles of Incorporation of the Registrant (filed in original Registration Statement on Form S-1) |
3.2 |
| Bylaws of the Registrant (filed in original Registration Statement on Form S-1) |
5.1 |
| Opinion of Clark Corporate Law Group LLP. (filed in original Registration Statement on Form S-1) |
10.1 |
| Written summary of Mr. Karpetskiys oral agreement to advance funds (filed in Amendment No.
|
10.2 |
| Service Agreement with Michael Prib, dated November 3, 2014 (filed in Amendment No.
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10.3 |
| Service Agreement with Benjamin Lanshoff, dated November 20, 2014 (filed in Amendment No.
|
23.1 |
| Consent of HARRIS & GILLESPIE CPAS, PLLC
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23.2 |
| Consent of Clark Corporate Law Group LLP. (contained in exhibit 5.1) (filed in original Registration Statement on Form S-1) |
99.1 |
| Form of Subscription Agreement (filed in Amendment No.
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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) 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 349(b) (§230.349(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 349(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 349;
(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 has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Stuttgart, Federal Republic of Germany on
January 20, 2015
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| SUNRISE TOURS, INC. | |||
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| By: | /s/ | Alexander Karpetskiy |
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| Name: | Alexander Karpetskiy |
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| Title: | President, Treasurer and Secretary | |
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| (Principal Executive, Financial and Accounting Officer) |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Signature |
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| Date |
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/s/ Alexander Karpetskiy |
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Alexander Karpetskiy |
| President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
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EXHIBIT INDEX
Exhibit Number |
| Description of Exhibit |
3.1 |
| Articles of Incorporation of the Registrant (filed in original Registration Statement on Form S-1) |
3.2 |
| Bylaws of the Registrant (filed in original Registration Statement on Form S-1) |
5.1 |
| Opinion of Clark Corporate Law Group LLP. (filed in original Registration Statement on Form S-1) |
10.1 |
| Written summary of Mr. Karpetskiys oral agreement to advance funds (filed in Amendment No.
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10.2 |
| Service Agreement with Michael Prib, dated November 3, 2014 (filed in Amendment No.
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10.3 |
| Service Agreement with Benjamin Lanshoff, dated November 20, 2014 (filed in Amendment No.
|
23.1 |
| Consent of HARRIS & GILLESPIE CPAS, PLLC
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23.2 |
| Consent of Clark Corporate Law Group LLP. (contained in exhibit 5.1) (filed in original Registration Statement on Form S-1) |
99.1 |
| Form of Subscription Agreement (filed in Amendment No.
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