Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-199478
AMBER GROUP INC.
(Exact name of registrant as specified 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 and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) Yes [X] No [ ]
As of December 26, 2015, the registrant had 4,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market has been established as of December 26, 2015.
TABLE OF CONTENTS
PART 1
ITEM 1 Description of Business 3
ITEM 1A Risk Factors 5
ITEM 2 Description of Property 5
ITEM 3 Legal Proceedings 5
ITEM 4 Mine Safety Disclosures 5
PART II
ITEM 5 Market for Common Equity and Related Stockholder Matters 5
ITEM 6 Selected Financial Data 6
ITEM 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 8
ITEM 8 Financial Statements and Supplementary Data 9
ITEM 9 Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 18
ITEM 9A (T) Controls and Procedures 18
PART III
ITEM 10 Directors, Executive Officers, Promoters and Control Persons
of the Company 19
ITEM 11 Executive Compensation 20
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 21
ITEM 13 Certain Relationships and Related Transactions 22
ITEM 14 Principal Accountant Fees and Services 22
PART IV
ITEM 15 Exhibits 22
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. These statements often can
be identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors
for such statements. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
GENERAL
We were incorporated on June 10, 2014 and intend to offer local guided tours via
our web platform. Our future web site will connect travelers with freelance
guides to facilitate the creation and purchase of private tours around the
world. Customers will simply enter their destination, choose a tour with
favorite guide and in just a few clicks, customers can book tour directly with
the local guide. Before booking customers can check the guide's profile, see
their feedbacks and even message the guide to customize a tour, tailored to
customer needs. We intend to offer guided tours in Europe and North America (USA
and Canada), and we plan to run our business from outside the United States
during the first year of operation.. Currently we have only testing version of
our website.
Whether customer is looking for a city tour, wine tasting experiences, walking
tours, bicycle tours or any other activity he/she wants to do together with a
local, our web site will help customer to connect with locals all over the
world.
ADVANTAGE OF LOCAL GUIDE
When customer has very little time, a knowledgeable local guide can give
customized sightseeing according to the customer's wishes in a timely manner.
Good guides will know places to avoid, rush hours, shopping areas that offer
bargain prices, and direct you from areas under construction or closed roads.
Local guides are very helpful for customers visiting ports on a cruise.
Customers can hire a tour guide to get them away from the hordes of passengers
getting off ship and visit a quieter remote scene and enjoy a lunch at a local
eatery. Because the tour guide is aware of limited time, he/she can plan your
adventure and ensure return to the ship in time for boarding. When the customer
is visiting a dangerous or chaotic location or the destination is in an area
that has a reputation of political upheaval, a tour guide can help keep the
customer safe. 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.
3
OUR WEB SITE
Customers will choose from cities available on our website. Then customers will
be able to choose personal guide on our web site based on the type of excursion,
time of day, price and personal guide feedback Book online and pay online. Next
they will discover new routes, fascinating stories and local spirit. Leave
feedback and rate tour and guide on the website. To sell personal tour via our
web platform tour guide must complete our short registration form. Then create a
unique username, provide a valid email address and confirm reading our Terms and
Conditions. All of our tour guide will create profile with experience
information. Our future guide will have to fill out special forms with
description and tour detail with photo. Also fluent English and work references
from previous work place well be required. All customers will have an option to
leave feedback on personal guide tour and all future customers can review this
feedback to evaluate the tour. Our commission will be 20% of the total price
paid via our web site by customers to tour guide.
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.
CUSTOMER SERVICE
We intend to follow-up on our clients to see if any changes to the advertisement
needs to be made or if they would like to add more link ads. We will follow up
either by telephoning our clients or directly by arranging an appointment with
one of the managers.
AGREEMENT
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.
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
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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.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us, which could
cause us to cease operations.
Employees and Employment Agreements
At present, we have no employees other than our officer and director. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any officers,
directors or employees.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We know of no legal proceedings to which we are a party or to which any of our
property is the subject which are pending, threatened or contemplated or any
unsatisfied judgments against us.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are
not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on
the OTC Bulletin Board is often thin and is characterized by wide fluctuations
in trading prices due to many factors that may be unrelated to a company's
operations or business prospects. We cannot assure you that there will be a
market in the future for our common stock.
5
OTC Bulletin Board securities are not listed or traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board issuers are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
As of September 30, 2015, no shares of our common stock have traded.
NUMBER OF HOLDERS
As of September 30, 2015, the 4,000,000 issued and outstanding shares of common
stock were held by our director and our shareholders.
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal
years ended September 30, 2015 and 2014. We have not paid any cash dividends
since our inception and do not foresee declaring any cash dividends on our
common stock in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
None.
PURCHASE OF OUR EQUITY SECURITIES BY OFFICERS AND DIRECTORS
None.
OTHER STOCKHOLDER MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Our audited
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.
6
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
FISCAL YEAR ENDED SEPTEMBER 30, 2015 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30,
2014.
Our net loss for the fiscal year ended September 30, 2015 was $4,585 compared to
a net loss of $4,325 during the fiscal year ended September 30, 2014. During
fiscal year ended September 30, 2015, the Company has not generated any revenue.
During the fiscal year ended September 30, 2015, we incurred professional fees
of $4,120 and bank service charges of $ 465 compared to professional fees of
$4,000 and business license and permits of $325 incurred during fiscal year
ended September 30, 2014.
Expenses incurred during the fiscal year ended September 30, 2015 compared to
fiscal year ended September 30, 2014 increased primarily due to the increased
scale and scope of business operations.
The weighted average number of shares outstanding was 4,000,000 for the fiscal
year ended September 30, 2015 and 2014.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED SEPTEMBER 30, 2015 AND 2014
As of September 30, 2015, our total assets were $427 comprised of cash and cash
equivalents and our total liabilities were $5,337 comprised of loan from our
director.
As of September 30, 2014, our total assets were 0 and our total liabilities were
$325 comprised of loan from our director. Stockholders' equity (deficit)
increased from $325 as of September 30, 2014 to $4,910 as of September 30, 2015.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
fiscal year ended September 30, 2015, net cash flows used in operating
activities was $(4,585). For the fiscal year ended September 30, 2014, net cash
flows used in operating activities were $(4,325).
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the fiscal year ended September 30,
2015, net cash from financing activities was $5,012. For the fiscal year ended
September 30, 2014, net cash from financing activities was $4,325 consisting of
$4,000 proceeds from sale of common stock and $325 of proceeds received from
loan from a director.
7
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of software; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our September 30, 2015 and
September 30, 2014 financial statements contains an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern.
The financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Amber Group, Inc.
We have audited the accompanying balance sheet of Amber Group, Inc. as of
September 30, 2015 and 2014 and the related statements of operations,
stockholders' deficit and cash flows for the period then ended. 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 includes examining
on a test basis, evidence supporting the amount and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, subject to the following paragraph, the financial statements
referred to above present fairly, in all material respects, the financial
position of Amber Group, Inc. as of September 30, 2015 and 2014 and the results
of its operations and cash flows for the period then ended 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/ GILLESPIE & ASSOCIATES, PLLC
-----------------------------------------
GILLESPIE & ASSOCIATES, PLLC
Seattle, Washington
December 18, 2015
9
AMBER GROUP INC.
Balance Sheet as of September 30, 2015 and 2014
September 30, 2015 September 30, 2014
------------------ ------------------
ASSETS
Current Assets
Cash and cash equivalents $ 427 $ --
-------- --------
Total Current Assets 427 --
-------- --------
Total Assets
$ 427 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 0 $ 0
Loan from director 5,337 325
-------- --------
Total Liabilities 5,337 325
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000 4,000
Additional paid in capital 0 0
Deficit accumulated during the development stage (8,910) (4,325)
-------- --------
Total Stockholders' Equity (Deficit) (4,910) (325)
-------- --------
Total Liabilities and Stockholders' Equity $ 427 $ 0
======== ========
See accompanying notes to financial statements.
10
AMBER GROUP INC.
Statement of Operations for the years ending
September 30, 2015 and 2014
Year ended Year ended
September 30, 2015 September 30, 2014
------------------ ------------------
REVENUES $ 0 $ 0
---------- ----------
OPERATING EXPENSES
Business License and Permits -- 325
Professional Fees 4,120 4,000
Bank Service Charges 465 --
---------- ----------
TOTAL OPERATING EXPENSES 4,585 4,325
---------- ----------
NET LOSS FROM OPERATIONS (4,585) (4,325)
PROVISION FOR INCOME TAXES 0 0
---------- ----------
NET LOSS $ (4,585) $ (4,325)
========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000 4,000,000
========== ==========
See accompanying notes to financial statements.
11
AMBER GROUP INC.
Statement of Stockholder's Equity
ending September 30, 2015
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)
--------- -------- -------- -------- --------
Net loss for the year ended
September 30, 2015 -- -- -- (4,585) (4,585)
--------- -------- -------- -------- --------
Balance, September 30, 2015 4,000,000 $ 4,000 $ -- $ (8,910) $ (4,910)
========= ======== ======== ======== ========
See accompanying notes to financial statements.
12
AMBER GROUP INC.
Statement of Cash Flows for the years ending
September 30, 2015 and 2014
Year ended Year ended
September 30, 2015 September 30, 2014
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,585) $ (4,325)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0 0
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (4,585) (4,325)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 4,000
Loans from director 5,012 325
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 5,012 4,325
-------- --------
NET INCREASE IN CASH 427 0
Cash, beginning of period 0 --
-------- --------
CASH, END OF PERIOD $ 427 $ 0
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0
======== ========
Income taxes paid $ 0 $ 0
======== ========
See accompanying notes to financial statements.
13
AMBER GROUP INC.
Notes to the Financial Statements
September 30, 2014 and 2015
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 the business of offering
local guided tours via our web platform.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification. The Company is devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.
The Company has elected to adopt early application of Accounting Standards
Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of
Certain Financial Reporting Requirements. Upon adoption, the Company no longer
presents or discloses inception-to-date information and other remaining
disclosure requirements of Topic 915.
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, 2015. 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 $427 of cash as
of September 30, 2015 and $0 as of September 30, 2014.
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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.
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, 2015.
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
In September 2014, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities". The
amendments in this update remove the definition of a development stage entity
from the Master Glossary of the ASC thereby removing the financial reporting
distinction between development stage entities and other reporting entities from
U.S. GAAP. In addition, the amendments eliminate the requirements for
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development stage entities to (1) present inception-to-date information in the
statements of income, cash flows, and shareholder equity, (2) label the
financial statements as those of a development stage entity, (3) disclose a
description of the development stage activities in which the entity is engaged,
and (4) disclose in the first year in which the entity is no longer a
development stage entity that in prior years it had been in the development
stage. The amendments in this update are applied retrospectively. The adoption
of ASU 2014-10 removed the development stage entity financial reporting
requirements for the Company.
NOTE 3 - LOANS FROM DIRECTOR
As of September 30, 2015, director loaned $5,337 for Company's business
expenses. The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $5,337 as of September 30, 2015.
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, 2015.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of September 30, 2015, the Company had net operating loss carry forwards of
approximately $4,165 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, September 30,
2014 2015
-------- --------
Federal income tax benefit attributable to:
Current Operations $ 1,470 $ 1,605
Less: valuation allowance (1,470) (1,605)
-------- --------
Net provision for Federal income taxes $ 0 $ 0
======== ========
The cumulative tax effect at the expected rate of 35% of significant items
comprising our net deferred tax amount is as follows:
16
September 30, September 30,
2014 2015
-------- --------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,470 $ 3,119
Less: valuation allowance (1,470) (3,119)
-------- --------
Net deferred tax asset $ 0 $ 0
======== ========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $4,165 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to December 18, 2015 to the date these financial statements were
issued, and has determined that it does not have any material subsequent events
to disclose in these financial statements.
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
The Company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Under the supervision and with
the participation of management, including the Chief Executive Officer and Chief
Financial Officer, the Company conducted an evaluation of the effectiveness of
the Company's internal control over financial reporting as of September 30, 2015
using the criteria established in " Internal Control - Integrated Framework "
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of September 30, 2015, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.
1. We do not have an Audit Committee - While not being legally obligated
to have an audit committee, it is the management's view that such a
committee, including a financial expert member, is an utmost important
entity level control over the Company's financial statement. Currently
the Board of Directors acts in the capacity of the Audit Committee,
and does not include a member that is considered to be independent of
management to provide the necessary oversight over management's
activities.
2. We did not maintain appropriate cash controls - As of September 30,
2015, the Company has not maintained sufficient internal controls over
financial reporting for the cash process, including failure to
segregate cash handling and accounting functions, and did not require
dual signature on the Company's bank accounts. Alternatively, the
effects of poor cash controls were mitigated by the fact that the
Company had limited transactions in their bank accounts.
3. We did not implement appropriate information technology controls - As
at September 30, 2015, the Company retains copies of all financial
data and material agreements; however there is no formal procedure or
evidence of normal backup of the Company's data or off-site storage of
data in the event of theft, misplacement, or loss due to unmitigated
factors.
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Accordingly, the Company concluded that these control deficiencies resulted in a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis by the
company's internal controls.
As a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of September 30, 2015 based on criteria established in Internal
Control--Integrated Framework issued by COSO.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting
identified in connection with our evaluation we conducted of the effectiveness
of our internal control over financial reporting as of September 30, 2015, that
occurred during our fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set
forth below:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Vadims Furss 44 President, Secretary, Treasurer
2360 Corporate Circle-Suite 400 and Director
Henderson, NV 89074
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR
Vadims Furss has acted as our President, Secretary, Treasurer and sole Director
since our incorporation on June 10, 2014. January 2014 to present, Vadims Furss
devoted his time to researching tourism industry. He researched information in
books and on Internet. He also traveled to different European countries to study
tourist business there. Mr. Furss graduated from Riga Trade College in 1988.
(Qualification: Commercial bookkeeping). From 1995 to 2001,Vadims Furss worked
as Director at "Lens" Staffing Agency in Riga, Latvia. His responsibilities were
managing all recruiting, selection, and staffing activities and processes.
From 2001 till January 2014, Mr. Furss has been sales manager of Telegroup
Ukraine, private company in Kiev, Ukraine. His responsibilities were research
and cold calling to potential customers. He was responsible for sales process
and for financial side of businesses including invoicing, discounts and staff
commission.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Our common stock is not registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, our
officers, directors, and principal stockholders are not subject to the
beneficial ownership reporting requirements of Section 16(a) of the Exchange
Act.
CODE OF ETHICS
We have not yet adopted a code of ethics that applies to our sole officer and
director, or persons performing similar functions because we are in the start-up
phase and are in the process of establishing our operations. We plan to adopt a
code of ethics as and when our company grows to a sufficient size to warrant
such adoption.
AUDIT COMMITTEE
As we have only a sole director, we have not established an audit committee as
at the date of this registration statement, nor do we have plans to establish an
audit committee until such time as we have established our full operations, and
retained sufficient independent directors as members of our board of directors
willing to be appointed to the audit committee and carry out the customary
functions of an audit committee.
DIRECTOR NOMINEES
We do not have a nominating committee. Our sole director will in the future
select individuals to stand for election as members of our board of directors.
The company does not have a policy with regards to the consideration of any
director candidates recommended by our security holders. Our board has
determined that it is in the best position to evaluate our company's
requirements as well as the qualifications of each candidate when it considers a
nominee for a position on our board. If security holders wish to recommend
candidates directly to our board, they may do so by communicating directly with
our sole officer and director at the address specified on the cover of this
registration statement.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
We do not currently have an audit committee or a committee performing similar
functions. The board of directors as a whole participates in the review of
financial statements and disclosure.
Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.
SIGNIFICANT EMPLOYEES
We have no employees other than our President, Vadims Furss, who currently
devotes approximately thirty hours per week to company matters and Franco
Escobar, our secretary, who currently devotes 20 hours per week to our
operations. As our business expands, Ms. Bamaca intends to devote as much time
as the Board of Directors deems necessary to manage the affairs of the company.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary (collectively,
the "Named Executive Officers") from inception on November 12, 2013 until
September 30, 2015:
20
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($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Vadims Furss, June -0- -0- -0- -0- -0- -0- -0- -0-
President, 10, 2014
Treasurer until
September
30, 2015
There are no current employment agreements between the company and its sole
officer. The compensation discussed herein addresses all compensation awarded
to, earned by, or paid to our named executive officer. There are no other stock
option plans, retirement, pension, or profit sharing plans for the benefit of
our officers and directors other than as described herein.
CHANGE OF CONTROL
As of September 30, 2015, we had no pension plans or compensatory plans or other
arrangements that provide compensation in the event of a termination of
employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our
common stock, as of September 30, 2015 and as of the date of the filing of this
annual report by:
* each of our executive officers;
* each director;
* each person known to us to own more than 5% of our outstanding common
stock; and
* all of our executive officers and directors and as a group.
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 (direct)
Henderson, NV 89074
The percent of class is based on 4,000,000 shares of common stock issued and
outstanding as of the date of this annual report.
21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended September 30, 2015, we had not entered into any
transactions with our sole officer or director, or persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last three fiscal years.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended
September 30, 2015 and for the fiscal year ended September 30, 2014for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:
Year Ended
September 30, 2015 September 30, 2014
------------------ ------------------
Audit Fees $4,000 $4,000
Audit Related Fees 0 0
Tax Fees 0 0
All Other Fees 120 0
------ ------
Total $4,120 $ 0
====== ======
Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.
ITEM 15. EXHIBITS
31.1 Certification of Chief Executive Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T
22
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMBER GROUP INC.
Dated: January 12, 2016 By: /s/ Vadims Furss
-------------------------------------
Vadims Furss, President and Chief
Executive Officer and Chief Financial
Officer
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