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, 2016

[ ] 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.000-1621697

AMBER GROUP INC.

(Exact name of registrant as specified in its charter)

(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 report 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 statement 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):

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 23, 2016, the registrant had 5,005,000 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 23, 2016.

TABLE OF CONTENTS

 

 

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.

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.  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

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 OTCMarkets under the trading symbol “AMBG,” however an active market has not yet developed for our common stock We cannot assure you that there will be a market in the future for our common stock.

As of September 30, 2016, no shares of our common stock have traded.

NUMBER OF HOLDERS

As of September 30, 2016, the 5,005,000 issued and outstanding shares of common stock were held by 30 shareholders.

DIVIDENDS

No cash dividends were paid on our shares of common stock during the fiscal years ended September 30, 2016 and 2015. 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.  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, 2016 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30,

2015.

Our net loss for the fiscal year ended September 30, 2016 was $20,197 compared to a net loss of $4,585 during the fiscal year ended September 30, 2015. While revenues increased to $1,995 for the fiscal year ended September 30, 2016 from $-0- for the prior fiscal year, this was more than offset by an increase in operating expenses to $22,192 for the fiscal year ended September 30, 2016 from $4,585 for the comparable 2015 period.

During the fiscal year ended September 30, 2016, we incurred professional fees of $20,905 and bank service charges of $1,246 compared to professional fees of $4,120 and bank service charges of $465 during fiscal year ended September 30, 2015.

Expenses incurred during the fiscal year ended September 30, 2016 compared to fiscal year ended September 30, 2015 increased primarily due to the increased scale and scope of business operations, as well as an increase in professional fees associated with our initial public offering.

The weighted average number of shares outstanding was 5,005,000 for the fiscal year ended September 30, 2016 and 4,000,000 for the fiscal year ended September 30, 2015.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED SEPTEMBER 30, 2016 AND 2015

As of September 30, 2016, our total assets were $696 comprised of cash and cash equivalents and our total liabilities were $5,703 comprised of loan from our director.  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.

Stockholders' equity (deficit) decreased from $(4,910) as of September 30, 2015 to $(5,007) as of September 30, 2016.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the fiscal year ended September 30, 2016, net cash flows used in operating activities was $(20,892). For the fiscal year ended September 30, 2015, net cash flows used in operating activities were $(4,585).

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, 2016, net cash from financing activities was $20,466.   For the fiscal year ended

September 30, 2015, net cash from financing activities was $5,012.

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, 2016 and September 30, 2015 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Report of Independent Registered Public Accounting Firm	9
Balance Sheets as of September 30, 2016 and 2015	10
Statement of Operations for the years ending September 30, 2016 and 2015	11
Statement of Stockholder’s Equity ending September 30, 2016	12
Statement of Cash Flows for the years ending September 30, 2016 and 2015	13
Notes to the Financial Statements	14

		September 30, 2016				September 30, 2015
ASSETS
Current Assets
Cash and cash equivalents		$	-			$	427
Prepaid Expenses			696
Total Current Assets			696				427
Total Assets		$	696			$	427
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accrued expenses		$	0			$	0
Loan from director			5,703				5,337
Total Liabilities			5,703				5,337
Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 5,005,000 and 4,000,000 shares issued and outstanding respectively;			5,005				4,000
Additional paid in capital			19,095				0
Deficit accumulated during the development stage			(29,107	)			(8,910	)
Total Stockholders’ Equity (Deficit)			(5,007	)			(4,910	)
Total Liabilities and Stockholders’ Equity		$	695			$	427

		Year ended September 30, 2016				Year ended September 30, 2015
REVENUES		$	1,995			$	0
OPERATING EXPENSES
Professional Fees			20,905				4,120
Bank Service Charges			1,246				465
General and Administrative Expenses			40
TOTAL OPERATING EXPENSES			22,192				4,585
NET LOSS FROM OPERATIONS			(20,197	)			(4,585	)
PROVISION FOR INCOME TAXES			0				0
NET LOSS		$	(20,197	)		$	(4,585	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			5,005,000				4,000,000

		Common Stock								Additional Paid-in				Deficit Accumulated during the Development				Total 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	)
Shares issued for cash at $0.01 per share			1,005,000				1,005				19,095				-				20,100
Net loss for the year ended September 30, 2016			-				-				-				(20,197	)			(20,197	)
Balance, September 30, 2016			5,005,000			$	5,005			$	19,095			$	(29,107	)		$	(5,007	)

		Year ended September 30, 2016				Year ended September 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(20,197	)		$	(4,585	)
Changes in assets and liabilities:
Increase (decrease) in prepaid expenses			(696	)			0
CASH FLOWS USED IN OPERATING ACTIVITIES			(20,892	)			(4,585	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			20,100				-
Loans from director			366				5,012
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			20,466				5,012
NET INCREASE IN CASH			427				427
Cash, beginning of period			427				-
Cash, end of period		$	0			$	427
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	0			$	0
Income taxes paid		$	0			$	0

		September 30, 2016				September 30, 2015
Federal income tax benefit attributable to:
Current Operations		$	6,867			$	1,605
Less: valuation allowance			(6,867	)			(1,605	)
Net provision for Federal income taxes		$	0			$	0

		September 30, 2016				September 30, 2015
Deferred tax asset attributable to:
Net operating loss carryover		$	9,896			$	3,119
Less: valuation allowance			(9,896	)			(3,119	)
Net deferred tax asset		$	0			$	0

 

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, 2016 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, 2016, 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, 2016, 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, 2016, 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.

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, 2016 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, 2016, 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:

BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR

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 Annual Report on Form 10-K.

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

As of September 30, 2016, we had no employees other than our President, Vadims Furss, who devoted approximately thirty hours per week to company matters.

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 and for the year ended September 30, 2016:

 

SUMMARY COMPENSATION TABLE

 

CHANGE OF CONTROL

As of September 30, 2016, 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, 2016 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.

 

The percent of class is based on 5,000,500 shares of common stock issued and outstanding as of September 30, 2016.

The following table provides certain information regarding the ownership of our common stock, as of the date of this Annual Report on Form 10-K 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.

The percent of class is based on 5,000,500 shares of common stock issued and outstanding as of the date of this annual report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended September 30, 2016, 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, 2016 and for the fiscal year ended September 30, 2015 for 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:

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

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.