AMBER OPTOELECTRONICS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

_{Washington, D.C. 20549}

FORM S-1/A

(Amendment # 11)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMBER OPTOELECTRONICS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

3663

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

2283 Argentia Road, Unit 10, Box 8 Mississauga ON L5N 5Z2, Canada

905 824 5306 Ext 203 Fax 780 665 6194

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Richard S. Lane, 200 East 71 Street, New York, NY 10021, 212-737-8454

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

(Approximate date of commencement of proposed sale to the public)

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 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, please 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 amendment 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 amendment 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 12b2 of the Exchange Act. [ ]

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer (Do not check if a smaller reporting company) [ ]

Smaller reporting company [ X ]

SEC 870 (02-08)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Calculation of Registration Fee

Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum

Price Per Unit

Proposed Maximum

Aggregate Price

Amount of Registration Fee

Total Common Shares

$0.001 par value

14,278,850

$0.05

$71,394.50

$49.98

No exchange or over-the-counter market exists for our shares. The offering price was established by management and does not reflect market value, assets or any established criteria of valuation.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

PROSPECTUS

14,278,850 Shares of Common Stock

Amber Optoelectronics, Inc.

State of Delaware Corporation

This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 14,278,850 shares of our common stock.

The selling stockholders may sell all or any portion of their shares of common stock in one or more transactions on the over-the-counter market or in privately negotiated transactions. Each selling stockholder will determine the prices at which it sells its shares. Although we will incur expenses in connection with the registration of the common stock, we will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.

There is no quote on our common stock on any established trading market. We cannot give you any assurance that an established trading market in our common stock will develop, or if such a market does develop, that it will continue.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 herein for a discussion of certain risk factors that you should consider. You should read the entire prospectus before making an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence.

Table of Contents

PART 1

PROSPECTUS SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

Prospectus Summary

Forward Looking Statements

Risk Factors Related To Our Business

Risk Related to Ownership of our Common Stock

PENNY STOCK CONSIDERATION

Penny stocks are subject to specific regulations and caveats.

DILUTION

SELLING SECURITY HOLDERS

Plan of Distribution

Description of securities to be registered

Transfer Agent

Shareholders

Dividends

INTERESTS OF NAMED EXPERTS AND COUNSEL

INFORMATION WITH RESPECT TO THE REGISTRANT

History

BUSINESS OF THE ISSUER

The company’s technology

Recent Developments

Plan of Operation

Reports to Security Holders

Legal Proceedings

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Twelve Months Ended December 31, 2007 and 2006

Results of Operations

Nine Months Ended September 30, 2008 and 2007

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

Executive Compensation

Security Ownership of Management

EXECUTIVE OFFICERS AND DIRECTORS

Security Ownership of Certain Beneficial Owners.

Transactions with Related Person, Promoters and Certain Control Person

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

AVAILABLE INFORMATION

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

Indemnification of Directors and Officers

Recent Sales of Unregistered Securities

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2007

AS OF SEPTEMBER 30. 2008

EXHIBITS

3.1 CERTIFICATE OF INCORPORATION

3.2 BYLAWS O F THE COMPANY

5.1 OPINI ON OF COUNSEL

5.2 OPINION OF COUNSEL – LETTER TO THE SECURITIES AND EXCHANGE COMMISSION

10.1 LICENSING RIGHTS

10.2 TERRITORY MODIFICATION

10.21 Territory Confirmation

10.6 VISIONARY INVESTMENT GROUP INC. – CONSULTANT’S AGREEMENT

23.1 INDEPENDENT AUDITORS CONSENT

23.2 INDEPENDENT AUDITORS LETTER

99 Letter from attorney

UNDERTAKINGS

SIGNATURES

PART I—INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS SUMMARY

THE FOLLOWING IS ONLY A SUMMARY OF THE INFORMATION, FINANCIAL STATEMENTS AND THE NOTES INCLUDED IN THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING “RISK FACTORS” (Page 4) AND OUR FINANCIAL STATEMENTS AND THE NOTES TO THE FINANCIAL STATEMENTS BEFORE MAKING ANY INVESTMENT DECISION.

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" COMMENCING ON (Page 4) FOR DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS,. THE COMMON SHARES BEING REGISTERED ARE NOT LISTED ON ANY NATIONAL SECURITIES MARKET.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FORWARD-LOOKING STATEMENTS

Some of the statements under the sections of this prospectus entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain.

You should refer to the section of this prospectus entitled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these, as well as other factors not presently known to us or that we currently consider immaterial, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake to update any of the forward-looking statements after the date of this prospectus, except to the extent required by applicable securities laws.

RISK FACTORS

Risks Related to our Business

We have a limited operating history for you to evaluate our business. We may never attain profitability.

We have been engaged in our line of business since late 2006 early 2007 only. Our proposed operations are therefore subject to all of the risks inherent in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, as well as those risks that are specific to the manufacture of our products. Investors should evaluate us in light of the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.

Our business is speculative and dependent upon the implementation of our business plan and our ability to market our products to third parties on terms that will be commercially viable for us.

The markets for our products are highly competitive, and our inability to compete with other manufacturers in the wire and cable industry could harm our net sales and profitability.

The market for back light technology is highly competitive. Accordingly, we are subject to competition in many of our markets primarily on the basis of price. We must also be competitive in terms of quality, availability, payment terms and customer service. We are facing increased competition from products manufactured in many countries that in many cases are comparable in terms of quality but are offered at lower prices. Unless we can produce our products at competitive prices or purchase comparable products from sources on favourable terms, we may experience a decrease in our net sales and profitability. Some of our competitors have greater resources, financial and otherwise, than we do and may be better

positioned to invest in manufacturing and supply chain efficiencies and product development. We may not be able to compete successfully with our existing competitors or with new competitors.

Our customers use our products as components in their own products or in projects undertaken for their customers. Our ability to sell our products is largely dependent on general economic conditions of the markets that we serve, and if these markets become weaker, we would suffer decreased sales and net income.

A decline in the retail marketplace will or could established a trend towards non-inventory purchases in the consumer products wholesale division at least as it pertains to flat screen televisions and other electronic screen production. If the global banking industry reverses its lending practices, consumer purchasing declines, these factors combined will affect our business planning moving forward. Our company, as it is organized, can sustain itself due to low overheads and production costs. We will experience a significant lowering of orders from our customer base.

Growth through acquisitions is a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions in order to grow our business.

Growth through acquisitions will be a significant part of our strategy. We continually evaluate possible acquisition candidates. We may not be successful in identifying, financing and closing acquisitions on favourable terms. Potential acquisitions may require us to obtain additional financing or issue additional equity securities or securities convertible into equity securities, and any such financing and issuance of equity may not be available on terms acceptable to us or at all. If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing shareholders could be diluted, which, in turn, could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs. Further, we may not be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

We may be unable to obtain additional capital that we will require to implement our business plan, which could restrict our ability to grow.

We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from sale of our products alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business beyond the initial phase of our current operations, and to further expand our business. We may be unable to obtain additional capital required. Furthermore, inability to maintain capital may damage our reputation and credibility with industry participants. Our inability to raise additional funds when required may have a negative impact on our operations and financial results.

Future acquisitions and future development, production and marketing activities, as well as our administrative requirements (such as salaries and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

We plan to pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital received through this offering may not be sufficient to fund our operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favourable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilative effect.

Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the back light module for the computer or television industry in particular), our status as a relatively new enterprise with a limited demonstrated operating history, and/or the loss of key management. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.

We may not be able to effectively manage our growth, which may harm our profitability.

Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to do so. If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability

Risk Related to the Ownership of our Common Stock

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION. INVESTMENT IN THE SECURITIES OFFERED HERE INVOLVES CERTAIN RISKS AND IS SUITABLE ONLY FOR INVESTORS WHO CAN AFFORD A COMPLETE LOSS OF THEIR INVESTMENT.

As of the date of this registration statement, there is no public market for our common stock. There can be no assurance that a meaningful trading market will develop. We make no representation about the value of our common stock. Following this offering, the market price for our common stock may be volatile depending on various factors, including the general economy, stock market conditions, and announcements by us or our competitors, fluctuations in our operating results or for undeterminable reasons. There can be no assurance that an active trading market will develop after the offering or, if developed, that it will be sustained and you may lose all or part of your investment.

Once this prospectus becomes effective and a market is established, the price of the shares will be determined therein. The price bears no relation to our book value, net worth, assets or any other financial criteria. In no event should the offering price be regarded as an indicator of any future market price of our securities. You may lose all or part of your investment if the offering price is higher than the future market price of our shares.

FUTURE SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

If any of our stockholders sell a large number of our common stock, the market price of the common stock could decline significantly. Further, the perception in the public market that our existing stockholders might sell their shares of common stock could depress the market price of the common stock. The maximum number of shares the selling shareholders may potentially sell is 14,278,850.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY.

Prior to this registration there was no public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock could experience, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.

WE WILL NOT PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the board of directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

PENNY STOCK CONSIDERATIONS

Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is

considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities. Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

PENNY STOCKS ARE SUBJECT TO SPECIFIC REGULATIONS AND CAVEATS.

We are not listed on any exchange at this time. If we become listed, our stock may be deemed to be a "penny stock" which are subject to various regulations involving certain disclosures to be given to you prior to the purchase of any penny stock. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the entire loss of your investment. Penny stocks are low price securities that do not have a very high trading volume. Because of this, the price is likely to be volatile and you may not be able to buy or sell the shares when you want.

Dilution

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing shareholders

Terms of the Offering

The selling shareholders named in this prospectus are selling all of the shares of common stock registered through this prospectus.

Selling Security Holders

The issuer is registering 14,278,850 shares of outstanding common stock held by non related or affiliated shareholders.

In an agreement entered into in December 2006 the 418 un-certificated, book-entry interest in Kerrie Acquisition Corp. exchanged shares with Amber Optoelectronic, Inc. for each share of record held.

14,278,850 Common Shares were exchange and a conforming Form D Registration was filed with the Securities and Exchange Commission on January 19, 2007.

Of the 14,278,850 Common Shares held by shareholders of Amber None of the current shareholders are underwriters, brokers or affiliated with a brokers or underwriters, nor are any of the shareholders acting as a conduit for the issuer, or acting as an underwriter selling on behalf of the issuer

When and if any of the shareholders elect to sell their shares, the proceeds received from such sale will be for the benefit of the selling stockholder, and not for the benefit of the issuer.”


Name	Position/Material Relationship within last 3 years	Title of class	Amount Owned Before Offering	Amount to be offered	Percent owned After offering
Altenburg Joseph E	Stockholder	Common	100	100	0
Altman M	Stockholder	Common	100	100	0
Anis Rose	Stockholder	Common	1000	1000	0
Ashton Sandra	Stockholder	Common	100	100	0
Badger Thomas	Stockholder	Common	100	100	0
Baine Gordon	Stockholder	Common	100	100	0
Baldwin Shirley	Stockholder	Common	1,545	1,545	0
Barber Ray E	Stockholder	Common	200	200	0
Barcus Kelly	Stockholder	Common	100	100	0
Barnhoorn Daniel	Stockholder	Common	100	100	0
Bartz Kurt	Stockholder	Common	100	100	0
Bean Stefan J	Stockholder	Common	100	100	0


Becker Stanley	Stockholder	Common	100	100	0
Belmont Management	Stockholder	Common	447,986	447,986	0
Belosi Madelyn	Stockholder	Common	100	100	0
Berardi Mildred T	Stockholder	Common	100	100	0
Bergan Patricia	Stockholder	Common	100	100	0
Bertin Fulda	Stockholder	Common	100	100	0
Berzanski Rochel	Stockholder	Common	1000	1000	0
Bethesda Church	Stockholder	Common	500	500	0
Biamonte Joseph P	Stockholder	Common	100	100	0
Birnbaum Jay B	Stockholder	Common	100	100	0
Bischoping Frank	Stockholder	Common	100	100	0
Blakely James R	Stockholder	Common	100	100	0
Blessing Melvin J	Stockholder	Common	100	100	0
Bluestone Murry	Stockholder	Common	100	100	0
Blythers Elizabeth	Stockholder	Common	100	100	0
Bocchino A. Charles	Stockholder	Common	100	100	0
Bodenberg Thomas	Stockholder	Common	100	100	0
Bolafashola J/T Lisa	Stockholder	Common	1000	1000	0
Bonacci Sam	Stockholder	Common	100	100	0
Boorady Cynthia	Stockholder	Common	100	100	0
Boorady Fredrick A	Stockholder	Common	200	200	0
Boorady Peter A	Stockholder	Common	100	100	0
Boorady Mark A	Stockholder	Common	200	200	0
Boorady Marilyn A	Stockholder	Common	100	100	0
Boorady Barbara A	Stockholder	Common	100	100	0
Boorady Edward F	Stockholder	Common	100	100	0
Borrelli Marie E	Stockholder	Common	100	100	0
Borelli Joseph F	Stockholder	Common	100	100	0
Borresen Eric	Stockholder	Common	100	100	0
Bousman Neil	Stockholder	Common	100	100	0
Bozinocich Peter M	Stockholder	Common	100	100	0
Branquinho G	Stockholder	Common	550,000	550,000	0
Branquinho Edwardo	Stockholder	Common	500,000	500,000	0
Branquinho Joelma	Stockholder	Common	490,000	490,000	0
Brasil Gustavo	Stockholder	Common	450,000	450,000	0
Brasil Luiz O	Stockholder	Common	650,000	650,000	0
Brasil Luiz	Stockholder	Common	450,000	450,000	0
Brasil Wayne	Stockholder	Common	550,000	550,000	0
Brewer Melvin C	Stockholder	Common	100	100	0
Brown Raymond	Stockholder	Common	100	100	0
Bruce Calvin	Stockholder	Common	100	100	0
Bruno Joseph	Stockholder	Common	100	100	0
Buck Charles W	Stockholder	Common	100	100	0
Buehlman John R	Stockholder	Common	100	100	0
Burgio John	Stockholder	Common	100	100	0
Burgio Salvatore A	Stockholder	Common	100	100	0
Caccard Ruth	Stockholder	Common	100	100	0
Callahan Thomas	Stockholder	Common	100	100	0
Cantin Marian	Stockholder	Common	100	100	0
Cantin Ruth M	Stockholder	Common	100	100	0
Caramagno Dominic	Stockholder	Common	100	100	0
Caricato Michael A	Stockholder	Common	100	100	0
Carrigan WilliamA	Stockholder	Common	100	100	0
Carter Theresa	Stockholder	Common	100	100	0
Castiglione Joseph	Stockholder	Common	100	100	0
Catizone Pat	Stockholder	Common	100	100	0
Cesare Jr Albert	Stockholder	Common	100	100	0
Chabad Lubavitck	Stockholder	Common	4,935	4,935	0
Chang Hsiu-Chin	Stockholder	Common	60,000	60,000	0
Chang Chin-lin	Stockholder	Common	10,000	10,000	0
Chang I-Min	Stockholder	Common	450,000	450,000	0
Chapman Steven	Stockholder	Common	500	500	0
Chen Daniel	Stockholder	Common	11,000	11,000	0
Chrapla Michael L	Stockholder	Common	100	100	0
Christian Kennith W	Stockholder	Common	100	100	0
Cifelli Josph	Stockholder	Common	100	100	0
Cimino Josph Connie	Stockholder	Common	100	100	0
Colavecchia Joseph	Stockholder	Common	100	100	0
Cole Terri	Stockholder	Common	100	100	0
Comotti Elmo	Stockholder	Common	100	100	0
Conner Kennith	Stockholder	Common	100	100	0
Constant Roger	Stockholder	Common	100	100	0
Conte Helen	Stockholder	Common	100	100	0


Coons Bernard	Stockholder	Common	1,545	1,545	0
Cooper Dr, G B. & Betty	Stockholder	Common	100	100	0
Cornell Larry	Stockholder	Common	100	100	0
Crippen Mary Louise	Stockholder	Common	100	100	0
Curtis Franklin	Stockholder	Common	100	100	0
Cuva Anthony L	Stockholder	Common	100	100	0
Cuylear Chare-les	Stockholder	Common	200	200	0
Cuyler Isreal	Stockholder	Common	200	200	0
Cyrill Frank & Earlene	Stockholder	Common	100	100	0
Czajowski Jan & Loda	Stockholder	Common	100	100	0
Czop Joseph	Stockholder	Common	100	100	0
DeLaporte Henert	Stockholder	Common	100	100	0
Depodesta M,	Stockholder	Common	680,000	680,000	0
Derimiggio John	Stockholder	Common	100	100	0
Diamond Michael	Stockholder	Common	71,900	71,900	0
Diamond Jessica	Stockholder	Common	27,717	27,717	0
Diamond Mihalia	Stockholder	Common	27,717	27,717	0
Diamond Morris	Stockholder	Common	500,000	500,000	0
Dicarlo Joseph	Stockholder	Common	100	100	0
Dicarlo Joseph	Stockholder	Common	100	100	0
Dicarlo Joseph	Stockholder	Common	100	100	0
Dicker Henery -Rochelle	Stockholder	Common	100	100	0
Ding Yong Ling	Stockholder	Common	450,000	450,000	0
Do Vallelawall Claudine	Stockholder	Common	460,800	460,800	0
Dobaj Raymond	Stockholder	Common	100	100	0
Donlan David & Ruth	Stockholder	Common	100	100	0
Donna Garry H	Stockholder	Common	100	100	0
Donohue SR. Jamees	Stockholder	Common	100	100	0
Dreyer Jeanette	Stockholder	Common	100	100	0
Dudkowski Joseph	Stockholder	Common	100	100	0
Dupree Collen	Stockholder	Common	100	100	0
Dye Robert C	Stockholder	Common	100	100	0
Dzieciuchowski Eugene	Stockholder	Common	100	100	0
Eisenstadt Arnold	Stockholder	Common	100	100	0
Elardo Cust. Vincent F	Stockholder	Common	100	100	0
Elliott Stephen N	Stockholder	Common	100	100	0
Everhart Gerald W	Stockholder	Common	100	100	0
Fang Hsieh Hsueh	Stockholder	Common	24,000	24,000	0
Felton Thomas	Stockholder	Common	100	100	0
Fen Yong-Lee	Stockholder	Common	400,000	400,000	0
Fingland Jr. Thomas h	Stockholder	Common	100	100	0
Flanigan James P	Stockholder	Common	100	100	0
Florence Digioia	Stockholder	Common	100	100	0
Fox Joseph A	Stockholder	Common	100	100	0
Franka C	Stockholder	Common	545,000	545,000	0
Franchell Raymond	Stockholder	Common	100	100	0
Frentsos George	Stockholder	Common	100	100	0
G, Evans Young Ltd,	Stockholder	Common	100	100	0
Gamboain Michael	Stockholder	Common	100	100	0
Gates John	Stockholder	Common	100	100	0
Gattelaro Joseph	Stockholder	Common	100	100	0
Gee Dawn M	Stockholder	Common	100	100	0
Gelewski Paul	Stockholder	Common	100	100	0
Genazzio Adam & Betty	Stockholder	Common	100	100	0
Genazzio Adam	Stockholder	Common	100	100	0
Gentry Alice	Stockholder	Common	100	100	0
Gerlach Chester & Mary	Stockholder	Common	100	100	0
Gesauldo Ralph	Stockholder	Common	100	100	0
Giangrelo Carmela	Stockholder	Common	100	100	0
Giardina Carolina	Stockholder	Common	100	100	0
Gibson Phylis Joan	Stockholder	Common	100	100	0
Gibson Charles	Stockholder	Common	100	100	0
Gibson Charles	Stockholder	Common	100	100	0
Giehrl Geoge	Stockholder	Common	100	100	0
Gilliam Robert	Stockholder	Common	600,000	600,000	0
Gilly John & Vickie	Stockholder	Common	100	100	0
Gold David	Stockholder	Common	100	100	0
Golder Douglas	Stockholder	Common	100	100	0
Goldey John S	Stockholder	Common	100	100	0
Goldstein Robert	Stockholder	Common	100	100	0
Good Edwin M	Stockholder	Common	100	100	0
Goodwinn Christine	Stockholder	Common	100	100	0
Gorlewinski Alois	Stockholder	Common	100	100	0


Green Melvin A	Stockholder	Common	100	100	0
Grundniewski Jerome	Stockholder	Common	100	100	0
Gryglewicz Jerome	Stockholder	Common	100	100	0
Guo Jun-Hong	Stockholder	Common	500,000	500,000	0
Guo Yin-Yuan	Stockholder	Common	10,000	10,000	0
Hall Donald S	Stockholder	Common	100	100	0
Hall Judith	Stockholder	Common	100	100	0
Halloway Michael	Stockholder	Common	100	100	0
Hamburg Ruth	Stockholder	Common	100	100	0
Haralambides Alexander	Stockholder	Common	100	100	0
Hasbrook Daniel T	Stockholder	Common	100	100	0
Hassos Kleonikee M	Stockholder	Common	100	100	0
Haymes Adeline	Stockholder	Common	100	100	0
Heap Harold W	Stockholder	Common	100	100	0
Hebberd Harry A	Stockholder	Common	100	100	0
Heckman Robert	Stockholder	Common	100	100	0
Heekin Stephan P	Stockholder	Common	100	100	0
Heiner 111 Earl W	Stockholder	Common	1,700	1,700	0
Heininger Rosemary	Stockholder	Common	100	100	0
Helmar Larry	Stockholder	Common	100	100	0
Henck Thomas & Harriet	Stockholder	Common	100	100	0
Henderson Jr George	Stockholder	Common	100	100	0
Hennessey James	Stockholder	Common	100	100	0
Hernandez James	Stockholder	Common	500	500	0
Hill Dennis	Stockholder	Common	100	100	0
Hilliard Hal Victor	Stockholder	Common	100	100	0
Hirsto Patsy C	Stockholder	Common	100	100	0
Hodge Joe D	Stockholder	Common	100	100	0
Hoffman Rodger & Mary	Stockholder	Common	100	100	0
Hoffman Walter	Stockholder	Common	100	100	0
Hoffman Walter	Stockholder	Common	100	100	0
Hoover Wayne	Stockholder	Common	100	100	0
Hoston Ronald+Jennie	Stockholder	Common	100	100	0
Howard Preston Q	Stockholder	Common	100	100	0
Hsich Hsuch-Fang	Stockholder	Common	100	100	0
Huber James W	Stockholder	Common	100	100	0
Hung Pang-Cheng	Stockholder	Common	100	100	0
Hunt James Edgar	Stockholder	Common	100	100	0
Ide Curtis	Stockholder	Common	100	100	0
Ivanic William J	Stockholder	Common	100	100	0
JablonskiZygmunt	Stockholder	Common	100	100	0
Jackman William	Stockholder	Common	100	100	0
Janiski J	Stockholder	Common	510.000	510.000	0
Jasewski Hella T	Stockholder	Common	100	100	0
Jeffries Quinton R	Stockholder	Common	100	100	0
Jefkins Nettie	Stockholder	Common	100	100	0
Jenczka Richard R	Stockholder	Common	100	100	0
Johnson Warren D	Stockholder	Common	100	100	0
Jones Richard	Stockholder	Common	100	100	0
Jones Frank C	Stockholder	Common	100	100	0
Kao Chien	Stockholder	Common	100	100	0
Kasmeric S	Stockholder	Common	495,000	495,000	0
Kempf Dale F	Stockholder	Common	100	100	0
Kennard Norman James	Stockholder	Common	100	100	0
Khalid Jamal	Stockholder	Common	100	100	0
Khalid Jamal	Stockholder	Common	100	100	0
Kich Frederick	Stockholder	Common	100	100	0
Kinczel Mickhael	Stockholder	Common	100	100	0
King Warren	Stockholder	Common	100	100	0
Klapp Brunhilda R	Stockholder	Common	100	100	0
Kohn Donald	Stockholder	Common	100	100	0
Komisar Jerry	Stockholder	Common	100	100	0
Koo Phan Nhi	Stockholder	Common	33,000	33,000	0
Korkue William+Nellie	Stockholder	Common	100	100	0
Kozak Antonin	Stockholder	Common	100	100	0
Kraisinger Regis	Stockholder	Common	100	100	0
Kuhn Margaret S	Stockholder	Common	100	100	0
Kurgan Paul	Stockholder	Common	100	100	0
Lamorte Patsy	Stockholder	Common	100	100	0
Lachman Sol & Rachael	Stockholder	Common	100	100	0
Lambert Alan & Deece	Stockholder	Common	100	100	0
Lamendola Louis P	Stockholder	Common	100	100	0
Landi John & Mary	Stockholder	Common	100	100	0


Landsman William	Stockholder	Common	100	100	0
Laux David F	Stockholder	Common	100	100	0
Lawall Maria	Stockholder	Common	525,000	525,000	0
Lawall Maria	Stockholder	Common	525,849	525,849	0
Lee Chow-Fen	Stockholder	Common	100	100	0
Lenardo Mary	Stockholder	Common	100	100	0
Lenox Frank T	Stockholder	Common	100	100	0
Leone James	Stockholder	Common	100	100	0
Lesinski Lora	Stockholder	Common	500	500	0
Lesinski Paul & Barbara	Stockholder	Common	100	100	0
Lettau Sophia	Stockholder	Common	100	100	0
Levine Charles J	Stockholder	Common	100	100	0
Lewis Richard	Stockholder	Common	100	100	0
Li-Li Chan	Stockholder	Common	11,000	11,000	0
Lin Pen-Lee	Stockholder	Common	550,000	550,000	0
Lin Robert	Stockholder	Common	11,000	11,000	0
Lin Chi-Long	Stockholder	Common	450,000	450,000	0
Little Laura	Stockholder	Common	100	100	0
Lowenhaupt Robert	Stockholder	Common	100	100	0
Lubanski Andrew	Stockholder	Common	100	100	0
Lubanski Andrew,	Stockholder	Common	100	100	0
Ludwig Robert	Stockholder	Common	100	100	0
Luke Paul R	Stockholder	Common	100	100	0
Luttinger Bernardine	Stockholder	Common	100	100	0
Luxenberg Amy D	Stockholder	Common	27,717	27,717	0
Luxenberg Stephany	Stockholder	Common	27,717	27,717	0
Luxenberg Sunneza	Stockholder	Common	71,900	71,900	0
Mandeville Olga	Stockholder	Common	100	100	0
Marino Jenna M	Stockholder	Common	100	100	0
Marino Robert R	Stockholder	Common	200	200	0
Marsh Philip	Stockholder	Common	100	100	0
Marshall Richard E	Stockholder	Common	100	100	0
Marshall Akemi	Stockholder	Common	100	100	0
Marszaikowski Henry	Stockholder	Common	100	100	0
Mason Ben	Stockholder	Common	100	100	0
Matroniano Salvatore	Stockholder	Common	100	100	0
Maus Richard	Stockholder	Common	100	100	0
Mazzo Louis & Isabelle	Stockholder	Common	100	100	0
McDonald Evelyn D	Stockholder	Common	100	100	0
McCalley Thomas	Stockholder	Common	100	100	0
McCartney James I	Stockholder	Common	100	100	0
McClenathan Robert	Stockholder	Common	100	100	0
McGinley Michael	Stockholder	Common	100	100	0
McGinnis George	Stockholder	Common	100	100	0
McKean CountyA,Horp,	Stockholder	Common	100	100	0
McLaughlin Thomas	Stockholder	Common	100	100	0
Mellander Charles	Stockholder	Common	100	100	0
Melzer Ira J	Stockholder	Common	100	100	0
Merzel Rose	Stockholder	Common	3,000	3,000	0
Merzel Beverley	Stockholder	Common	500	500	0
Merzel Bernard	Stockholder	Common	500	500	0
Merzel Moishe	Stockholder	Common	1,500	1,500	0
Metz Horace+Margaret	Stockholder	Common	100	100	0
Meyer Warren C	Stockholder	Common	100	100	0
Meyer Esther	Stockholder	Common	1,000	1,000	0
Micsinay Louis	Stockholder	Common	100	100	0
Miller Jerome	Stockholder	Common	100	100	0
Miller Kevin L	Stockholder	Common	100	100	0
Miller Dan	Stockholder	Common	100	100	0
Mills Carole	Stockholder	Common	100	100	0
Minoque Thomas	Stockholder	Common	100	100	0
Minucci Vincent	Stockholder	Common	100	100	0
MKM Investors	Stockholder	Common	500	500	0
Molnar Marie P	Stockholder	Common	100	100	0
Moore Kathleen	Stockholder	Common	100	100	0
Morrissey Stephen	Stockholder	Common	300	300	0
Mountain Isabel M	Stockholder	Common	100	100	0
Murphy Harold F	Stockholder	Common	100	100	0
Myers Barb Boorady	Stockholder	Common	100	100	0
Nacca Joe	Stockholder	Common	100	100	0
Napiorkowski Witold	Stockholder	Common	100	100	0
Neuberger Isobel	Stockholder	Common	100	100	0
Newell Ricard	Stockholder	Common	100	100	0


Nugent Raymond H	Stockholder	Common	100	100	0
Oestreich Alan E	Stockholder	Common	100	100	0
Olczak Walter	Stockholder	Common	100	100	0
O’Neill Thomas W	Stockholder	Common	100	100	0
Orbaker Roland /o Gary	Stockholder	Common	100	100	0
Orbaker Roland R	Stockholder	Common	100	100	0
Orlen Arnold	Stockholder	Common	100	100	0
Palermo Donald	Stockholder	Common	100	100	0
Paomessa Louis J	Stockholder	Common	100	100	0
Parrillo Frank& Jean	Stockholder	Common	100	100	0
Parrish Harold	Stockholder	Common	100	100	0
Paulo Jose	Stockholder	Common	570,000	570,000	0
Paulus Audrey & Peter	Stockholder	Common	100	100	0
Pawlowicz Withold	Stockholder	Common	100	100	0
PDQ Enterprises	Stockholder	Common	100	100	0
Perry Stephen D	Stockholder	Common	100	100	0
Perry David	Stockholder	Common	100	100	0
Pesce Rocco & Elizabeth	Stockholder	Common	100	100	0
Petranto Samuel	Stockholder	Common	100	100	0
Petsos Eitsa	Stockholder	Common	100	100	0
PhelpsB ruce B	Stockholder	Common	100	100	0
Phillips Richard	Stockholder	Common	100	100	0
Pierce Molly	Stockholder	Common	1,545	1,545	0
Pikuzinski Edmund	Stockholder	Common	100	100	0
Pisciotto Martin	Stockholder	Common	100	100	0
Placide Grace	Stockholder	Common	100	100	0
Poetker Robert	Stockholder	Common	100	100	0
Pokorak Joseph	Stockholder	Common	100	100	0
Potter Barbara	Stockholder	Common	100	100	0
Przepasniak Walter	Stockholder	Common	100	100	0
Pulver William	Stockholder	Common	100	100	0
Quirk Victoria + Joseph	Stockholder	Common	100	100	0
QuirK Timothy F	Stockholder	Common	100	100	0
Quirk Partick	Stockholder	Common	100	100	0
Raisbeck Gregort	Stockholder	Common	100	100	0
Ray Mildred	Stockholder	Common	100	100	0
Reeg Donald & Carmel	Stockholder	Common	100	100	0
Reeners Marie	Stockholder	Common	100	100	0
Rehwinkle c/o J. Harris	Stockholder	Common	100	100	0
Resnick Barry	Stockholder	Common	100	100	0
Retzo Diane	Stockholder	Common	25,000	25,000	0
Ricco B,	Stockholder	Common	150,000	150,000	0
Rice Donavon	Stockholder	Common	100	100	0
Rizzo Gaetano	Stockholder	Common	100	100	0
Roach Marry Ann	Stockholder	Common	500	500	0
Roche Gerald D	Stockholder	Common	100	100	0
Rogers Jr Clarence	Stockholder	Common	100	100	0
Rojek Neil	Stockholder	Common	100	100	0
Rose Richard	Stockholder	Common	100	100	0
Rosenberg Freda	Stockholder	Common	100	100	0
Rosenthal Walter	Stockholder	Common	100	100	0
Ross Linette	Stockholder	Common	100	100	0
Rowe Sanford M	Stockholder	Common	100	100	0
Rewiczoz Walter	Stockholder	Common	100	100	0
Rewiczoz Vincent	Stockholder	Common	100	100	0
Rudner Leonard + Irene	Stockholder	Common	100	100	0
Safier Alice	Stockholder	Common	1,994	1,994	0
Sall Lawrence	Stockholder	Common	100	100	0
Salvatore James D	Stockholder	Common	100	100	0
Saraf Jr John	Stockholder	Common	100	100	0
Sardi Joseph & Elda	Stockholder	Common	100	100	0
Sarno Polon	Stockholder	Common	100	100	0
Scaglione James F	Stockholder	Common	100	100	0
Schindo Ann	Stockholder	Common	100	100	0
Schlanscer Jerome	Stockholder	Common	100	100	0
Schneider Frederick	Stockholder	Common	100	100	0
Scholl Valentine	Stockholder	Common	100	100	0
Schorf Elizabeth	Stockholder	Common	100	100	0
Schottmiller Ray	Stockholder	Common	100	100	0
Schroeder Victor F	Stockholder	Common	100	100	0
Seostrom Lillian Irving	Stockholder	Common	100	100	0
SienkiewicZ Walter	Stockholder	Common	100	100	0
Simons Benton R	Stockholder	Common	100	100	0


Sing Lin Jen	Stockholder	Common	500,000	500,000	0
Sitterly Robert	Stockholder	Common	100	100	0
Smiraldo Emerlinda	Stockholder	Common	100	100	0
Smith Michael E	Stockholder	Common	100	100	0
Smith June	Stockholder	Common	100	100	0
Smith Timothy L	Stockholder	Common	100	100	0
Smith Randy A	Stockholder	Common	100	100	0
Snopkoski Richard	Stockholder	Common	100	100	0
Socha William	Stockholder	Common	100	100	0
Sofranko Richard	Stockholder	Common	100	100	0
Spector Norman Helen	Stockholder	Common	100	100	0
Spencer Robert G	Stockholder	Common	100	100	0
Spurling Norine M	Stockholder	Common	100	100	0
Stanek Josephine	Stockholder	Common	100	100	0
Stefco Susan	Stockholder	Common	100	100	0
Stefco John	Stockholder	Common	100	100	0
Strong Warner & Mary	Stockholder	Common	100	100	0
Strowe Joan	Stockholder	Common	100	100	0
Strumer David & Jane	Stockholder	Common	100	100	0
Sukenik Rachelle	Stockholder	Common	71,900	71,900	0
Sukenik Shira	Stockholder	Common	27,717	27,717	0
Sukenik Shraga	Stockholder	Common	27,717	27,717	0
Sukenik Dovid	Stockholder	Common	27,717	27,717	0
Sukenik Josef	Stockholder	Common	27,717	27,717	0
Sullivan Barry J	Stockholder	Common	100	100	0
Taylor Hugh	Stockholder	Common	100	100	0
Thaler Elizabeth & Otto	Stockholder	Common	100	100	0
Thompson Killiane	Stockholder	Common	100	100	0
Thompson Tenley	Stockholder	Common	200	200	0
Thorp Brian	Stockholder	Common	100	100	0
Throm Ida B	Stockholder	Common	100	100	0
Tietjen Robert H	Stockholder	Common	100	100	0
Tobin Alexander	Stockholder	Common	100	100	0
Todd Thomas	Stockholder	Common	100	100	0
Toper Stella & Mathew	Stockholder	Common	100	100	0
Tyus Janine Zenon	Stockholder	Common	100	100	0
Utts Norman & Leaone	Stockholder	Common	100	100	0
Vallas Charles	Stockholder	Common	100	100	0
Vella Dr, Vincent	Stockholder	Common	100	100	0
Vicioso Cesar	Stockholder	Common	100	100	0
Vinci Mathhew	Stockholder	Common	100	100	0
Voll Richard & Shirley	Stockholder	Common	100	100	0
Walden Beatrice	Stockholder	Common	100	100	0
Wang Yan-Jan	Stockholder	Common	550,000	550,000	0
Washburn James	Stockholder	Common	100	100	0
Webb William	Stockholder	Common	100	100	0
Weeks Robert	Stockholder	Common	100	100	0
Wei Su Yu	Stockholder	Common	402,215	402,215	0
Weinberg Hana	Stockholder	Common	100	100	0
Weinberg Robert	Stockholder	Common	200	200	0
Weit Gerald	Stockholder	Common	100	100	0
White James H	Stockholder	Common	100	100	0
White Eddie	Stockholder	Common	100	100	0
White James W	Stockholder	Common	100	100	0
White Richard	Stockholder	Common	100	100	0
Widmayer Paul	Stockholder	Common	100	100	0
Wierzbicki Michael	Stockholder	Common	100	100	0
Wilke Barbara H	Stockholder	Common	100	100	0
Wilkinson Floyd D	Stockholder	Common	100	100	0
Wintermeyer David	Stockholder	Common	100	100	0
Wissman William	Stockholder	Common	100	100	0
Wojick Michael	Stockholder	Common	100	100	0
Wolf Diane	Stockholder	Common	100	100	0
Wolf Leland	Stockholder	Common	100	100	0
Young Peter & Lynne	Stockholder	Common	100	100	0
Yu Zhao-Zhi	Stockholder	Common	100	100	0
Zagoloff Anna	Stockholder	Common	100	100	0
Zdybowicz Joseph	Stockholder	Common	100	100	0
Zempel Florence	Stockholder	Common	100	100	0
Zipkin Sylvia	Stockholder	Common	1,545	1,545	0
		TOTAL	14,278,850	14,278,850

Note. Percentages are based upon 24,728,850 shares of common stock outstanding as of December 15, 2008.

Plan Of Distribution

The Selling Stockholders may, from time to time, sell any or all of their shares of common stock on any exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers.

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Stockholder. The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledges or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledges, transferee or other successors in interest as Selling Stockholders under this prospectus.

The Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledges or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledges, transferee or other successors in interest as Selling Stockholders under this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the Selling Stockholders against certain claims, damages and liabilities, including liabilities under the Securities Act. The Selling Stockholders have advised us that they have not entered any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any Selling Stockholder. If we are notified by any Selling Stockholder that any material arrangement has been entered with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the Selling Stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations there under, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

Description of Securities to be Registered

Amber Optoelectronics Inc. is registering 14,278,850 shares of common stock, par value $0.001 per share. Holders of common stock are entitled to one vote per share and to receive dividends or other distributions when and if declared by the Board of Directors. As of October 30, 2008, there were 24,728.850 shares of common stock issued and outstanding held by shareholders of record.

Our common stock does not have pre-emptive rights, meaning that our common shareholders' ownership interest would be diluted if additional shares of common stock are subsequently issued and the existing shareholders are not granted the right, in the discretion of the Board of Directors, to maintain their percentage ownership interest in Amber Optoelectronics Inc. This lack of protection from dilution to minority shareholders could allow our Board of Directors to issue additional shares of our common stock to persons friendly with our existing management, thus preventing any change in control of Amber Optoelectronics Inc.

Upon any liquidation, dissolution or winding-up of Amber Optoelectronics Inc., our assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require us to redeem or purchase their shares.

The holders of common stock are entitled to share equally in dividends, if and when declared by our Board of Directors, out of funds legally available therefore, subject to the priorities given to any class of preferred stock which may be issued.

Transfer Agent

Olde Monmouth Stock Transfer Co. Inc., 200 Memorial Parkway, Atlantic Highlands, NJ 07716 as our transfer agent.

Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters

There is no public trading market for the Company's common stock. As of this filing the Company had issued and outstanding 24,728,850 shares of Common Stock. No dividends have been declared on the Company’s stock, nor does the Company foresee any dividends being declared in the near future. The Company does not have any equity compensation plans in place as of the date of this registration statement, and has no options, warrants or other convertible securities outstanding to date.

Shareholders

The number of recorded holders of the Company's common stock as of October 30, 2008 is 459

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as the board of directors deems relevant.

Interests of Named Experts and Counsel

The financial statements of Amber Optoelectronics Inc. for the fiscal year ended December 31, 2007, and December 31, 2006, incorporated herein have been so incorporated in reliance upon the report of Rotenberg & Co., an independent certified public accountant, given upon his authority as an expert in auditing and accounting. Our Security Counsel is Mr. Richard S. Lane, Attorney at Law, New York, NY.

INFORMATION WITH REPECT TO THE REGISTRANT

History

In an agreement entered into on December 29th, 2006 the 418 un-certificated, book-entry interest in Kerrie Acquisition Corp agreed to accept in exchange for their shares, shares of Amber Optoelectronic, Inc. On January 07, 2007 the 418 un-certificated, book-entry interest in Kerrie Acquisition Corp. received 14,278,850 shares of Amber Optoelectronic, Inc. for

each share of record held. Amber Optoelectronic, Inc. was entitled to use the exemption provided by Section. 504 of the Securities Exchange Commission relative to the exchange of its shares and other transactions described in such FORM D. A valid conforming FORM D was filed On January 19, 2007 by Amber Optoelectronic, Inc. This action was only an exchange of stock. There were no solicitations of Shareholders.

Amber Optoelectronic, Inc. is a Delaware corporation organized January 05, 2007. Amber Optoelectronic. Inc. has acquired the licensing rights to manufacture proprietary plastic film and Liquid Crystal Display products necessary in the assembly of television and computer display screens. Amber Optoelectronics Ltd. is the company that operates the manufacturing facilities and is a wholly owned subsidiary of Amber Optoelectronics Inc. The Company does not supply the consumer marketplace and only markets its products to manufacturers of televisions and computer products.

As part of the agreement Amber Optoelectronics Co. Ltd. with production operation situated at No. 7, Gong San Road, Expanded Industrial Park, Da Yuan, Tao Yuan, Taiwan ceased to exist. The Patents and operations became a wholly owned subsidiary of the Registrant.

When the need for short term or long term financing arises the Company’s plans in this regard are to seek loans, debt, or equity financings to cover both short term or long-term cash needs to continue operations and expansion. Although the Company cannot accurately predict the precise timing of its future capital expenditures, the Company estimates that it will need to expend over $2,500,000, short-term primarily for the development of injection moulding equipment. Amber Optoelectronics Inc. has not identified any mergers or acquisitions at this time.

BUSINESS OF THE ISSUER

Amber Optoelectronics Inc. is a Liquid Crystal Display (LCD) component manufacturer. It utilizes the core technology derived from the YI Hsiang Plastics Co. and Yeh-He Lo Patents, to process and produce key components for 15”, 17”, 19”, 26”, 36” and 42” Liquid Crystal Display flat screens for computers, televisions and DVD’s. As part of its manufacturing process, the company will utilize a number of the Patents regarding the core technology to apply the backlighting components. Amber Optoelectronics Inc only supplies the component parts to manufacturing companies and has no retail outlets.

The Company’s Current Available Technology

The products produced are the components used for the Back/Light Modules internal and external to LCD displays. The components are Reflection Film, Light Guiding Plate, Diffusion film, Brightness Enhancer Prism Film, and the outside frame. The production of the new patented technology is less labour intensive and requires less material resulting in a better product with lower material costs resulting in better profit margins.

Next only to the Color Filter Panel, the Back/Light Module that is used to change the light direction, enhancing panel brightness to guarantee even brightness and light mixture. The Prism in the Back/Light Module performs the light refraction to the panel which promotes brightness. The optical material mentioned above accounts for 60-70% of the module raw material.

Standard Modules

Wide Screen Modules

15” TFT LCD Module ***

15” TFT LCD-Wide Screen Module ***

17” TFT LCD Module ***

17” TFT LCD-Wide Screen Module ***

19” TFT LCD Module ***

19” TFT LCD-Wide Screen Module ***

Standard Television Screens

Wide Television Screen

26” TFT LCD Module

26” TFT LCD-Wide Screen Module

36” TFT LCD Module

36” TFT LCD-Wide Screen Module

42” TFT LCD Module

42” TFT LCD-Wide Screen Module

*** Desktop. Note Books and Lap Top Computers

Recent Developments

Amber and Visionary Investments have entered into a monetary agreement for a Product Awareness Campaign for a period of One Year for the sum of $60,000.00 USD (Refer to Exhibit 10.6).

In February 2008 the company moved into larger quarters located at No. 7, Gong San Road, Expanded Industrial Park, Da Yuan, Tao Yuan, Taiwan.

Customer Base

Due to the recent downturn in the global economy, many of our customers are experiencing a tightening of available credit by the banking industry regarding inventory purchases. The situation has forced many of our customers to withdraw their intended purchases resulting in the cancellation of many of our in-process purchase orders

Our customer base must increase substantially in order to provide increased revenues and a stable base of customers. We require our customers to provide us with a Letter of Intent for a one year term, in conjunction with the provision of monthly purchase orders. Our success will depend upon providing service that creates a high level of customer satisfaction. All clients are component producers of finished products to the retail market. The following are our active customers.

Advanced Technology Solutions Taipei, Taiwan

Multi Income Co., Ltd. Song De Rd. Taipei Taiwan

Well Vision Co. Ltd. Nan King East Rd., Taipei, Taiwan

Gee Shing International Tech. Inc. Tao Yuan, Taiwan

Key Mouse Electronics Co. Ltd. Taipei County, Taiwan

Yu-Ging Technology Inc. Shu Lin, Taipei, Taiwan

Plan of Operations

Due to the current global economic conditions, the devaluation of the USA dollar and the slowdown of consumer demand for our customers’ products, Amber Optoelectronics is experiencing slowed cash flows resulting from the cancellation of customer inventory purchase orders. Overall, the consumer appliance sector is experiencing a severe downturn in demand for flat screen televisions and associated products. It is expected that, in the short term, our company will continue to be negatively impacted by economic conditions beyond our control.

Description of Property.

Our principal executive offices are located at 2283 Argentia Road, Unit 10, P.O. Box 8, Mississauga, Ontario, Canada L5N 5Z2, and rented on a month to month basis at a cost of $1250.00 per month. Our manufacturing facility of 20,000 square feet rented without lease for $2800.00/month on a month to month basis for a term of 36 months is located at No. 7, Gong San Road, Expanded Industrial Park, Da Yuan, Tao Yuan, Taiwan. (See Recent Developments).

Distribution Methods

The Company does not supply the consumer marketplace and only markets its products to manufacturers of televisions and computer products.

Competitive Business Conditions

The market for the manufacturing of LCD components is highly competitive. It is also highly fragmented, with many providers and no single competitor maintaining clear market leadership. Our competition varies by location, type of service provided, and the customer to whom services are provided. Our competitors are comprised of large national or international manufacturers; hardware manufacturers and suppliers of LCD components. We believe that to compete successfully, we must offer appropriate solutions, be able to staff our work with skilled professionals, and price our products competitively. Our contracts typically set rules of engagement, pricing guidelines, and any discount processes required (volume typically). The contracts manage the relationship and are not indicators of guaranteed work. Each customer provides us with Letters of Intent (based on one year terms are obtained) along with monthly Purchase Orders to cover the logistics of the requirement and unit cost for the particular component. In most cases contracts can be terminated with a notice of 10 to 30 days.

Competitive Strengths

We believe that our ability to compete in our target markets is based on the following competitive strengths:


	•		Proprietary and Patented Intuitive Interface Technologies: Our strong technology portfolio, including our proprietary and patented technologies and trade secrets, has enabled us to position ourselves as the solution of choice for demanding applications in our markets.


	•		Technology Leadership for Intuitive Interface Designs: Our suite of proprietary interface technologies and design patents enables users to address complex requirements in an efficient and cost-effective manner. We have developed a wide range of technologies pertinent to the Liquid Crystal Displays and advanced packaging that enable us to deliver additional value to our customers.


	•		Strong Strategic Relationships with Industry Leading OEMs: We have established a strong customer base with leading OEMs and work with a wide range of partners including customers, suppliers, and hardware developers and integrators that enable us to offer a wide range of applications.


	•		Proven Supplier to First-Tier Global Companies: We have several years of experience as a supplier of electronic products and solutions to many of the world’s most knowledgeable and demanding OEMs.

Research and Development

Research and development expenses consist primarily of wages and benefits for product strategy and development personnel. We have focused our research and development efforts on both improving ease of use and functionality of our existing products as well as developing new offerings. We primarily expense research and development costs. The small percentage of direct development costs related to software enhancements which add functionality are capitalized and depreciated as a component of cost of revenue. We expect that on an annual basis research and development expenses will increase in absolute dollars, but decrease as a percentage of revenue, as we continue to enhance and expand our product offerings.

Patents, Trademarks and Licenses

Refer to Exhibit 10.1, Exhibit 10.2 and Exhibit 10.21 for Licensing Right and Patents.

Government Approvals

The Company is not in a position or industry, which requires any government approval.

Effect of Existing or Probable Government Regulations

The Company is not subject to Government Regulations.

Costs and Effects of Compliance with Environmental Laws

The Company is not subject to Compliance with Environmental Laws

Employees

The Company currently has 9 full-time plus has available 18 part-time employees when needed.

Report to Security Holders

Prior to this filing, we have not been required to deliver annual reports to our security holders. To the extent that we are required to deliver annual reports to security holders through our status as a reporting company, we will deliver annual reports. Upon completion of this Form S-1, we intend to file annual and quarterly reports with the Commission. The public may read and copy any materials filed with the SEC at 100 F Street, N.W., Washington, DC 20549. The public may obtain information by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and the SEC maintains an Internet Site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which may be viewed at http://www.sec.gov/.

Legal Proceedings

We are not a party to any pending legal proceeding and are not aware of any contemplated legal proceeding by a governmental authority or any other person or entity involving our Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2007 VERSUS 2006.

The information presented here should be read in conjunction with Amber Optoelectronics Inc.’s audited financial statements and related notes for the twelve months ended December 31, 2007 versus 2006.

Historically the company’s working capital needs for operations were from, advance payments from customers, bank borrowing, and capital from shareholders. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our project contracts, the progress of our contract execution, and the timing of accounts receivable collections. Presently, we have Orders (contracts) on file that should properly sustain the company over the next twelve months.

During the twelve month period, the materials and procured products that increased in price include; Back/light components, Reflection Film, Light Guiding Plates, Diffusion film, Enhanced Prism Film, and External Frames.

The increase in the procurement of product during a year of significantly increasing wholesale price sourcing and also impacted by a global increase in raw material pricing and reduced ability to find alternative purchasing sources given the increase demand in Asia for all forms of products and materials spurred by a significant increase in demand in this geographic location.

At December 31, 2007, the Company had current assets and liabilities totalling $378,048 and $345,955, respectively, that resulted in a working capital surplus of $32,093 The Company had net income of $1,287,246 during the current fiscal year primarily to the recognition of gains from settlement of debts and asset disposal.

Results of Operations

Twelve months ended December 31, 2007 vs. the twelve months ended December 31, 2006. Net sales for the twelve months ended December 31, 2007 was $128,239 versus net sales of $7,492,750, a decrease of $7,364,511 versus the same twelve month period for the previous year. The decrease was driven by the company’s decision to liquidate inventory and product lines that had been deemed low or deteriorating margin producers in favour of new product lines that will lead the company into material profit margins in the current and future fiscal years.

Our cost of revenues for the twelve months ended December 31, 2007 was $121,293, or 95% of net sales compared to $7,161,037, or 96% of net sales for the twelve months ended December 31, 2006. The decrease of $7,039,744 of cost of sales was the direct result of the decrease in net sales of $7,364,511, as the company liquidated inventory and commitments of its existing products during the twelve months ended December 31, 2006, and introduced its new product lines during the twelve months ended December 31, 2007. The goal is to generate higher margins from more in-demand products while expanding into new sales regions and territories in the current fiscal year and beyond.

Our selling, general and administrative expenses for the twelve months ended December 31, 2007 versus the twelve months ended December 31, 2006 decreased 1,132% or by $330,018, to $29,165, from $359,183 due to the decrease in selling and marketing investment in order to retrench and rebuild the sales, marketing initiatives and focus by aligning efforts and expenditures with the new product line launches while building slowly in order to gain footholds in new sales markets and regions. General and administrative expenses were comparable on a year-over-year basis.

Non-operating income for the twelve months ended December 31, 2007 was $1,366,775 versus non-operating income of $5,235 during the same period ended December 31, 2006. These increases were due to the Company’s recognition of gains from settlement of debts in the amount of $1,020,816 and asset disposal in the amount of $345,953.

Non-operating expenses for the twelve months ended December 31, 2007 was $3,184 versus non-operating expenses of $36,555 during the same period ended December 31, 2006. Primary reason is attributed to one-time loss on sale of certain operating assets.

During the twelve month period ended December 31, 2007, we incurred no tax provision for income taxes as the net income from gains of settlement of debts and asset disposal was offset by the accumulated net loss carried forward.

As a result, for the twelve months ended December 31, 2007, we generated a net income of $1,287,246 versus a net loss of $(1,464,020) for the twelve month period ended December 31, 2006.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

The information presented here should be read in conjunction with Amber Optoelectronics Inc.’s audited financial statements and related notes for the nine months ended September 30, 2008 and 2007.

The recent mass downfall in the retail marketplace has established a trend towards non-inventory purchases in the consumer products wholesale division at least as it pertains to flat screen televisions and other electronic screen production. It is also quite apparent that the world economy is in flux with many cornerstones of industry facing economic disaster. The global banking industry has reversed its lending practices and therefore available credit is extremely tight and subject to application restrictions and extremely higher interest rates. The instability of the worldwide financial markets continues to plague equity financed capital. All of these factors have combined to affect our business planning moving forward. Our company, as it is organized, can sustain itself due to low overheads and production costs. We will experience a significant lowering of orders from our customer base.

At September 30, 2008, the Company had current assets and liabilities totalling $417,577 and $359,912, respectively, that resulted in a working capital surplus of $57,665. The Company has generated a net income of $145,923 during the current fiscal year due to inventories and asset disposal. The Company is moving towards new product sales and moving away from lower margin sales of the previous fiscal year.

Nine months ended September 30, 2008 vs. the nine months ended September 30, 2007. Net sales for the nine months ended September 30, 2008 was $30,880 versus net sales of $480,672, a decrease of $449,792 versus the same nine month period for the previous year. The decrease was driven by the company’s decision to liquidate inventory and product lines that had been deemed low or deteriorating margin producers in favour of new product lines that will lead the company into material profit margins in the current and future fiscal years.

Our cost of revenues for the nine months ended September 30, 2008 was $49,453, or 160% of net sales compared to $366,035, or 76% of net sales for the nine months ended September 30, 2007. The decrease of $316,582 of cost of sales was the direct result of the decrease in net sales of $449,792, as the company liquidated inventory and commitments of its existing products during the six months ended September 30, 2007, and introduced its new product lines during the nine months ended September 30, 2008. The goal is to generate higher margins from more in-demand products while expanding into new sales regions and territories in the current fiscal year and beyond.

Our selling, general and administrative expenses for the nine months ended June 30, 2008 versus the nine months ended September 30, 2007 decreased by $79,561, to $9,175, from $88,736 due to the decrease in selling and marketing investment in order to retrench and rebuild the sales, marketing initiatives and focus by aligning efforts and expenditures with the new

product line launches while building slowly in order to gain footholds in new sales markets and regions. General and administrative expenses were comparable on a year-over-year basis.

Non-operating income for the nine months ended September 30, 2008 was $0 versus non-operating income of $1,408,167 during the same period ended September 30, 2007. The prior year included a gain from settlement of bank debt of $1,020,816, and gain on asset disposal of $387,351 relating to production equipment and other fixed assets disposed of due to downsizing of production capacity.

Non-operating expenses for the nine months ended September 30, 2008 were $0 versus non-operating expenses of $98,708 during the same period ended September 30, 2007. The prior year’s loss is reflective of loss on disposal of various types of computer equipment and furniture and fixtures sold due to downsizing in the general and administrative offices of the Company.

During the nine month period ended September 30, 2008, we incurred no tax provision for income taxes as the net income from gains of settlement of debts and asset disposal was offset by the accumulated net loss carried forward.

As a result, for the nine months ended September 30, 2008, we generated a net loss of $27,748 versus a net income of $1,335,360 for the nine month period September 30, 2007. The prior year’s net income is driven mainly by the gain on debt settlement and the gain on sale of production assets, both one-time occurrences.

Our manufacturing facility becomes engaged only when a Purchase Order has been received, contracts and terms have been negotiated and all other relevant documentation has been validated. Amber Optoelectronics only recognizes the value of a purchase order once the funds or method of payment is received. Production is cleared for the order and delivered to the customers.

Amber Optoelectronics typically initiates a Letter of Intent (LOI) with it customers to further define a multi-unit order and prior to the signing of a formalized agreement or contract. An LOI is usually time intensive given the nature of manufacturing components, assembly, production time, manpower, delivery schedule and documentation requirements. These LOI’s are usually not binding on either party, but this allows both parties to negotiate in good faith moving forward. In most cases, an LOI is issued where the production run or delivery schedule is spread over a number of months. Once the LOI has been finalized, one of several Purchase Orders may be provided detailing the delivery of a number fixed number of units per month (or other term). It is not uncommon for one LOI to have 12 associated purchase orders provided during the course of a year. Amber Optoelectronics does not recognize any revenue upon the issuance of an LOI. These LOI’s will however assist in production and sales forecasts. Amber Optoelectronics may not receive any revenues under the letters of intent, insofar as they are non-contractual and non-binding.

Subject to Amber Optoelectronic’s Sales Order Acknowledgement “Terms and Conditions of Sale” our Termination and Cancellation reads as follows;

(a.) Buyer may terminate this LOI in whole, or in part, written notice to Seller. In such event, Buyer shall be liable for termination charges which shall include: 1. set-up and production costs on all product in the manufacturing stage. Buyer will pay a cancellation charge for all material ordered and restocked equal to 10% of the purchase price, or if goods are non-standard items built to the Buyer’s custom order, Buyer will pay for all cost, direct and indirect, incurred and committed for this contract, together with a reasonable allowance for prorated expenses and anticipated profits. (b.) If, in Seller's judgment, the Buyer's financial condition does not justify the terms of payment specified, Seller may cancel this contract unless Buyer shall immediately pay for all goods which have been delivered and pay in advance for all goods prior to delivery.

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

As of February 14, 2008, The Company has not compensated its directors for service on the Board of Directors or any committee thereof other than the shares listed herein. As of the date hereof, no director or officer has accrued any expenses or compensation up to this time period. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

SUMMARY COMPENSATION TABLE – Officers & Directors

Name and Principal position

(a)

Year

(b)

Salary

($)

(c)

Bonus

(S)

(d)

Stock

awards

(e)

Option

awards

(S)

(f)

Non equity incentive plan

compensation

(S)

(g)

Nonqualified Deferred compensation

Earnings (S)

(h)

All other compensation

(S)

(i)

Total

(S)

(j)

Carman McClelland

Chief Executive Officer/ & Director

2006-

2008

200,000

$10,000

John Campana

President & Director

2006

2008

200,000

$10,000

George Parselias

Sectretary Treasurer & Director

2006

2008

200,000

$10,000

Notes:

i) Each Officer & Director will be subject to a yearly review at which time, a new compensation structure will be identified if need be.

ii) Stock Awards are based on the Proposed Maximum Registration Price of $0.05 per unit. For example, 200,000 shares equates to $10,000.

The granting of shares (already provided) is the only compensation plan that we have at this time. We may adopt a plan in the future to pay or accrue cash compensation to our officers and directors for services rendered. We currently do not have a stock incentive plan for the benefit of officers, directors or employees, but our Board of Directors may recommend the adoption of such programs in the future.

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.

Employment Agreements

We have not entered into an employment agreement with our officers and directors. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as a member of the board of directors.

Security Ownership of Management

The following table sets forth information relating to the beneficial ownership of the Company’s common stock by the Company’s directors and executive officers, and by all the Company's directors as a group, as of September 30, 2008.

Security Ownership of Management Table


Title of Class	Name of Beneficial Owner	Age	Position	Term	Period	Amount and nature of beneficial ownership	Percent of Class
Common	Carman McClelland	56	Chief Executive Officer & Director	2 yr	Jan 2007– Present	200,000	.8%
Common	John Campana	48	President & Director	2 yr	Jan 2007– Present	200,000	. .8%
Common	George Parselias	42	Secretary/Treasurer& Director	2 yr	Jan 2007– Present	200,000	. .8%
Totals						600,000	2.4%

Notes:

i) Applicable percentages are based upon 24,728,850 shares of common stock outstanding as of September 30, 2008.

ii) The 100,000 shares issued to Mr. Richard Lane, plus the 200,000 shares given to each of the three directors of the company was consideration given to the attorney and directors for services rendered, and to be rendered.

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time.

No director, officer, affiliate or consultant of the Company has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

EXECUTIVE OFFICERS AND DIRECTORS

Carman McClelland, B.A., LL.B, Chief Executive Officer/Director

Carman McClelland graduated from the University of Windsor, Faculty of Law in 1983. He articled with a Toronto, Bay Street firm that specializes in representing management in employment matters. In 1987, Carman was elected as the Member of Provincial Parliament for the Riding of Brampton North. Since 1995, Mr. McClelland has been practicing law in Brampton,

Ontario and has, as part of his practice, provided government relations services to a large provincial private sector association as well as medium and small businesses. Carman supports his community by his active involvement with amateur sports, as a volunteer to various charities and member of his faith community, North Bramalea United Church. His business contributions include serving as Vice President of the Brampton Board of Trade and Executive Board Member of The Peel Law Association. As a Director of Amber Optoelectronics Inc., Mr. McClelland will afford the board the benefit of his expertise acquired over a long career as a public servant, and as an advisor to business management.

John Campana, President /Director

Mr. Campana obtained his Diploma at Ryerson Polytechnical Institute (Ryerson University) - Technical Certifications followed in LAN Switching Technology, VOIP, ATM and Routers. Mr. Campana is a skilled executive who was employed as Vice President Sales and Marketing by Star Navigation Systems Group Inc., a company specializing in aeronautical data transfer via satellite. John was also employed as Vice President of Sales for Solution Inc, a provider of software based technologies for the internet. From 1996 to 2004, he served as an executive for 3Com Corporation; initially as the Director of Customer Service & Sales, followed by three years as North American Director of Business Development. John has a thorough understanding of the sales cycle, sales process and customer relationship management. These skills, combined with on-the job experience in technology solutions, networking products, software and customer service has honed his executive abilities. John has enjoyed numerous business relationships that span many diversified sectors including government, aerospace, financial, medical and personal growth through education. As a contributor to our society, John sits on a number of Community Service Boards and is also an Advisor to the School of Business Management, Ryerson University. As the President of Amber Optoelectronics Inc, Mr. Campana will provide his expertise, business management and relationship skills to ensure corporate success.

George Parselias, B.A., C.M.A., C.G.A. Secretary/Treasurer/Director

Mr. George Parselias holds a Bachelor of Arts in Economics and is a Certified Management Accountant and has his Certified General Accountant designation. While with a major Canadian financial services company, he was instrumental in creating forecasting and projection models for all business segments and summary five-year projection models. His success drew him to their US operation where he managed the US lease portfolio, the largest corporate business unit, valued at $250MM in revenues and $400MM in assets. He turned his attention to Baker Street Technologies, a software development firm that created a web-based supply chain management solution responsible for all operations including financial management and administrative function of the corporation, including finance, planning and budgeting, accounting and reporting, human resources, administration and legal. In 2006 accepted the position of Secretary Treasurer of Nitar Tech, Corp. As Director of Finance, Mr. George Parselias is responsible for the financial structure of Amber Optoelectronics Inc. and the continued cost alignments and financial activities related to delivering shareholder value and driving profitability.

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership, as of September 30, 2008, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock or is a Director, and our an Officer of the company. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. At any meeting of the shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each shareholder shall have one vote for every share of stock entitled to vote, which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Articles of Incorporation. All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present. The Company’s articles do not provide for cumulative voting or pre-emptive rights. There are no outstanding options or warrants of any kind for the company’s stock.

Security Ownership of Certain Beneficial Owners Table


Title of class	Name and address of beneficial owner	Amount and nature of beneficial owner	Percent of Class
Common	Carmen McClelland 202 Main St. N., Brampton, Ontario, Canada L6V 1P1	200,000	.008%
Common	John Campana 1348 Watersedge Rd., Mississauga, Ontario, Canada L5J 1A1	200,000	. .008%
Common	George Parselias 3353 Chimo Crt, Mississauga, Ontario, Canada L5B 4C4	200,000	. .008%
Common	Richard Lane 200 East 71^st Street, Suite 7C, New York, NY 10021	100,000	.004%
Common	Jack C. Chen Taipei Taiwan	9,000,000	36%
Common	Chia Sheng Hsieh 5F #122 Hsin Hu 2^nd Rd, Taipei Taiwan	750,000	3%

Notes:

Applicable percentages are based upon 24,728,850 shares of common stock outstanding as of September 30, 2008.

Transactions with Related Person, Promoters and Certain Control Persons

Amber Optoelectronics Inc. has entered into an agreement with Visionary Investment Group Inc. to provide product awareness. Refer to Exhibit 10.6.

Incorporation of Certain Information by Reference

The SEC allows us to “incorporate by reference” information in this prospectus that we have filed with it. This means that we can disclose important information to you by referring you to another document already on file with the SEC.

You may rely on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor sale of common shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy our common shares in any circumstances under which the offer or solicitation is unlawful.

Available Information

We are not required to deliver an annual report to our security holders and we do not intend to do so. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 and amendments thereon, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Amber Optoelectronics Inc.., the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC's public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

As authorized by Section 145 of the Delaware General Corporation Law, a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or contemplated action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding have no reasonable cause to believe the person’s conduct was unlawful .under Delaware corporation law, a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under section 145. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Amber Optoelectronics Inc. pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All expenses will be paid by Amber Optoelectronics, Inc.


		Amount (1)
SEC Registration fee	$	48.98
Blue Sky fees and expenses		7,000.00
Printing and shipping expenses		250.00


Legal fees		6,500.00
Transfer and Miscellaneous expenses		4,500.00
Total (1)	$	18,298.98

(1) All expenses, except SEC registration fees, are estimated.

Amber Optoelectronics Inc., management believes that it will be in a better position poised for long term growth by becoming a public entity. Its present product portfolio has captured a niche in the LCD marketplace, by providing technological innovations at a reduced cost. As Amber embarks on increasing its customer base, financing may be required to provide to facilitate long-term growth. Amber understands that its growth depends upon increasing its present client base, production capacity, inventory holding & staging areas, personnel requirements, sales/marketing activities, and production samples. By obtaining a public listing, Amber will be in better position to obtain financing to move its business plan forward. Shareholders will benefit as Amber will be public entity allowing a market for their shares as well as providing potential investors with an exit strategy.

Please note that Management also understands that there is no assurance, in the event the Company obtains a public listing, that it will be able to fund its future operations as a result of the public listing.

Indemnification of Officers and Directors

Paragraph Seven of the Certificate of Incorporation of the Company provides that no director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Article VI of the Company’s Bylaws provides that each director and officer shall be indemnified by the Corporation against all costs and expenses actually and necessarily by him or her in connection with the defence of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

Recent Sales of Unregistered Securities

Mr. Jack C. Chen was issued on July 07, 2007, 9,000,000 Common Shares of Amber Optoelectronics Inc.

Mr. Chia Sheng Hsieh was issued on November 26, 2007, 750,000 Common Shares of Amber Optoelectronics Inc.

The shares issued to the above as agents of the patent owners, in acquiring the exclusive patent rights utilized by Amber.

On February 07, 2008 each Director was issued 200,000 Common Shares for services rendered and to be rendered.

On February 07, 2008 Mr. Lane our Attorney was issued 100,000 Common Shares for services rendered and to be rendered.

Financial Statements of

AMBER OPTOELECTRONICS INC.

December 31, 2007- 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders

Amber Optoelectronics Inc.

Delaware

We have audited the accompanying consolidated balance sheets of Amber Optoelectronics Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2007. Amber Optoelectronics Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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 audits to obtain reasonable assurance about whether the consolidated 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 amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amber Optoelectronics Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming Amber Optoelectronics Inc. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses that have resulted in an accumulated deficit. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding this matter are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP

Rochester, New York

May 28, 2008

AMBER OPTOELECTRONICS INC.


Condensed Consolidated Balance Sheets
December 31, 2007 and 2006

			31-Dec-07	31-Dec-06
ASSETS
Current Assets
	Cash and Cash Equivalents		$ 10,172	$ 5,772
	Inventories		345,713	1,512,508
	Prepaid Expenses		-	1,375
	Other Current Assets		22,163	15,232

Total Current Assets			378,048	1,534,887

Property and Equipment - Net of Accumulated Depreciation			99,513	49,741

Deferred Costs			-	14,658

Total Assets			$ 477,561	$ 1,599,286

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Bank Loans and Borrowings		$ -	$ 1,020,816
	Short Term Borrowings		-
	Advances From Customers		-	747,567
	Due To Shareholders		153,846	734,347
	Accounts Payable And Accrued Liabilities		192,109	-

Total Current Liabilities			345,955	2,502,730

Other Liabilities
	Long Term Debt		-	298,248
	Shareholder Advances		-	-

Total Liabilities			345,955	2,800,978

Shareholders' Equity
	Common Stock, $0.001 par value, 50 millions shares
		authorized - 24,728,850 and 9 million issued and outstanding
		at December 31, 2007 and December 31, 2006	24,729	9,000
	Additional paid in capital		125,271	141,000
	Legal Reserve		9,821	9,821
	Accumulated Other Comprehensive Income		53,602	7,550
	Retained Earnings / (Deficit)		(81,817)	(1,369,063)

Total Shareholders' Equity			131,606	(1,201,692)

Total Liabilities and Shareholders' Equity			$ 477,561	$ 1,599,286

The accompanying notes are an integral part of these financial statements


AMBER OPLECTRONICS INC.
Consolidated Statements of Stockholders' Equity
For The Years Ended December 31, 2007, 2006, 2005 and 2004
			Additional			Accumulated	Total
	Number	Common	Paid-In	Legal	Retained	Comprehensive	Stockholders'
	of Shares	Stock	Capital	Reserves	Earnings/(Loss)	Income	Equity
Balance - December 31, 2004	9,000,000	$ 9,000	$ 291,000	$ -	$ 300	$ -	$ 300,300
Appropriation for Legal Reserve	—	—	—	58	—	—	58
Net Income	—	—	—	—	94,657	—	94,657
Foreign Currency Translation Income	—	—	—	—	—	2,672	2,672
Balance - December 31, 2005	9,000,000	$ 9,000	$ 291,000	$ 58	$ 94,957	$ 2,672	$ 397,687
Capital Decrease	—	—	(150,000)	—	—	—	$ (150,000)
Appropriation for Legal Reserve	—	—	—	9,763	—	—	9,763
Net Income/(Loss)	—	—	—	—	(1,464,020)	—	(1,464,020)
Foreign Currency Translation Income	—	—	—	—	—	4,878	4,878
Balance - December 31, 2006	9,000,000	$ 9,000	$ 141,000	$ 9,821	$ (1,369,063)	$ 7,550	$ (1,201,692)

Recapitalization due to reverse acquisition	15,728,850	15,729	—	—	—	—	$ 15,729
Capital Adjustment	—	—	(15,729)	—	—	—	(15,729)
Appropriation for Legal Reserve	—	—	—	—	—	—	—
Net Income/(Loss)	—	—	—	—	1,287,246	—	1,287,246

Foreign Currency Translation Income	—	—	—	—	—	46,052	46,052
Balance - December 31, 2007	24,728,850	$ 24,729	$ 125,271	$ 9,821	$ (81,817)	$ 53,602	$ 131,606

Amber in Taiwan recapitalized through a reverse acquisition of Amber Optoelectronics Inc., on July 9, 2007. All shares and per share amounts have been restated to reflect the reverse acquisition

The accompanying notes are an integral part of these financial statements



AMBER OPTOELECTRONICS INC.
Condensed Consolidated Statement of Operations
For the Twelve Month Periods Ended December 31, 2007 and 2006

		31-Dec-07	31-Dec-06
		Restated
Sales Revenues:		$ 128,239	$ 7,790,819
	Less: Sales Returns	-	(295,325)
	Less: Sales Allowances	-	(2,744)

	Total Net Sales	$ 128,239	$ 7,492,750
Cost of Sales		121,293	7,161,037

Gross Profit		$ 6,946	$ 331,713
Selling, General and Administrative Expenses		29,165	359,183
Loss Due To Theft		-	1,405,230

Loss from Operations		$ (22,219)	$ (1,432,700)
Non-Operating Income
	Gain from Settlement of Debts	1,020,816	-
	Gain on Asset Disposal	345,953	-
	Interest Revenue	-	287
	Foreign Exchange Gain	-	4,015
	Other Income	6	933
		1,366,775	5,235
Non-Operating Expenses
	Loss on Sales of Assets	3,184	26,563
	Interest Expense	-	8,650
	Foreign Exchange Loss	-	1,342
		3,184	36,555

Income from Continuing Operations		$ 1,341,372	$ (1,464,020)
Discontinued Operations:
Loss from Operation of Mei Pao		(54,126)	-
Income before income taxes		1,287,246	(1,464,020)

	Provision For Income Taxes	-	-

Net Income		$ 1,287,246	$ (1,464,020)
Other Comprehensive Income
	Foreign Currency Translation Income	46,052	4,878

Total Comprehensive Income		$ 1,333,298	$ (1,459,142)
Net Income Per Share - Basic and Diluted		$ 0.05	$ (0.16)
Weighted Average Shares Outstanding - Basic and Diluted		24,728,850	9,000,000

The accompanying notes are an integral part of these financial statements


AMBER OPTOELECTRONICS INC.
Condensed Consolidated Statements of Cash Flows
Years Ended December 31, 2007 and 2006
			31-Dec-07	31-Dec-06
			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income		$ 1,287,246	$ (1,464,020)
	Non-Cash Adjustments
		Common Stock Issued in Exchange for Services Rendered by Shareholders	570,100	-
		Gain on Asset Disposal	(345,953)	-
		Gain on Forgiveness of Debt	(1,020,816)	-
		Contributed Services by Shareholders	(17,928)	-
		Depreciation and Amortization Expense	3,086	41,928
	Changes in Operating Assets and Liabilities
		Accounts and Notes Receivable	-	244,731
		Prepaid Expenses	1,375	1,980
		Accounts Payable & Accrued Liabilities	192,109	(470,268)
		Inventories	1,166,795	183,314
		Other Current Assets	(6,931)	172,920
		Deferred Costs	14,658	-
		Advances From Customers	(747,567)	745,654
NET CASH FLOWS FROM OPERATING ACTIVITIES			$ 1,096,173	$ (543,761)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in Capital Assets		(55,000)	(20,024)
	Increase/(Decrease) In Notes Payable		-	(435,001)
NET CASH FROM INVESTING ACTIVITIES			$ (55,000)	$ (455,025)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment from Bank Indebtedness		(298,248)	737,191
	Settlement from Vendors' Debt		(204,076)	179,978
	Increase (Decrease) in Common Stock		17,929	-
	Increase (Decrease) in Legal Reserve		(17,929)	-
	Increase From /(Repayment To) Shareholders		(580,501)	(75,411)

NET CASH FLOWS FROM FINANCING ACTIVITIES			$ (1,082,826)	$ 841,758

NET CHANGE IN CASH AND CASH EQUIVALENTS			$ (41,652)	$ (157,028)
EFFECT OF EXCHANGE RATE CHANGES ON
	CASH AND CASH EQUIVALENTS		$ 46,052	$ 69,166
NET CHANGE IN CASH AND CASH EQUIVALENTS			4,400	(87,862)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			5,772	93,634
CASH AND CASH EQUIVALENTS, END OF PERIOD			$ 10,172	$ 5,772

Interest Paid			$ —	$ 8,872
Income Taxes Paid			$ —	$ —
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Long-Term Liabilities - Current Portion			$ —	$ 123,313

The accompanying notes are an integral part of these financial statements

AMBER OPTOELECTRONICS INC.

Notes to Financial Statements

For The Years Ended December 31, 2007 and 2006

Liquidity and Management’s Plans

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated significant revenues from operations and has no assurance of any future revenues. The Company generated a net income of $1,287,246 during the year ended December 31, 2007. However, without one time gains from debt settlement of $1,020,816, and from asset disposal of $387,351, the Company would have incurred a net loss of $120,921 for the year ended December 31, 2007. In addition, the Company has an accumulated deficit of $81,817 as of December 31, 2007. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s success is dependent upon numerous items, certain of which are the successful growth of revenues from its products, its ability to obtain new customers in order to achieve levels of revenue adequate to support the Company’s current and future cost structure, and its success in obtaining financing for operations, for which there is no assurance. Unanticipated problems, expenses, and delays are frequently encountered in establishing and maintaining profitable operations. These include, but are not limited to, technical difficulties, market acceptance, and sales and marketing. The failure of the Company to meet any of these conditions could have a materially adverse effect on the Company and may force the Company to reduce or curtail operations. No assurance can be given that the Company can achieve or maintain profitable operations. The Company’s management recognizes that the Company must obtain additional capital for the eventual achievement of sustained profitable operations. Management’s plans include obtaining additional capital through equity financing sources. However, no assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company or that the Company will be successful in its efforts to negotiate the extension of its existing debt. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Reporting Entity and its Business Scope

Amber Optoelectronics Co. Ltd. (“the Company”) was incorporated in August, 2006, as a company limited by shares under the law of the Republic of China (“R.O.C.”). As of December 31, 2007, the Company registered its capital for $24,789 and issued 24,728,500 shares at par of $0.001, totaling $24,729. On July 9, 2007, Amber in Taiwan recapitalized through a reverse acquisition of Amber Optoelectronics Inc. All shares and per share amounts have been restated to reflect the reverse acquisition. As Amber in Taiwan is the only operating subsidiary with control over its;

hand, petty cash, bank deposit, treasury bills purchased with a maturity of three months or less, negotiable certificate of deposit, commercial papers, etc.

Allowance for Doubtful Accounts
Allowance for doubtful accounts is provided based on the collectibility, aging and quality analysis of notes and accounts receivable.

Inventories
Inventories are stated at cost based on weighted average method when acquired, and stated at the lower of cost or market value based on gross method at the balance sheet date.

Property, plant and equipment
Property, plant and equipment are stated at cost, and their appraisals are never valued. Significant renewals and improvements are treated as capital expenditures. Maintenance and repairs are charged to expense as incurred. When property, plant and equipment are disposed of, their original cost and accumulated depreciation are written off. Gains on the disposal of property, plant and equipment are recorded as non-operating income in the accompanying statements of income. In accordance with ROC Company Law, such gains, net of related income taxes are transferred to capital surplus in the subsequent year. Losses on the disposal of property, plant and equipment are presented as expenses in the accompanying statements of income.

Interest expense related to the purchase and construction of property, plant and equipment is capitalized and included in the cost of related assets.
Depreciation of property, plant and equipment is provided at the straight-line basis using the following useful lives of the respective assets:

Office equipment: 3~12 years

Other property, plant and equipment: 4~15 years

Machinery and equipment: 3~15 years

Buildings: 40 years

Income Tax
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Tax”. Deferred income tax liabilities are recognized for the income tax effects resulting from taxable temporary differences. The income tax effects resulting from deductible temporary differences, operating loss carry-forwards and income tax credits are recognized as deferred income tax assets. Valuation allowance on deferred tax assets is provided to the extent that it is more likely than not that the tax benefits will not be realized.

Tax credit related to investment in equipment that is provided based on the current period accepted method.

Foreign currency transactions
The Company maintains its books and accounting records in New Taiwan Dollars (“NTD”), the currency of ROC. The Company has adopted SFAS No. 52 “Foreign Currency Translation” in translating financial statement amounts from NTD to the Company’s reporting currency, the United States Dollars. All assets and liabilities are translated at the current rate. The shareholders’ equity accounts are translated at appropriate historical rate. Revenues and expenses are translated at the weighted rates in effect on the transaction dates.

Foreign currency gains and losses, if any, are included in the consolidated statements of operations as a component of other comprehensive income.

Financial Instruments

Statement of Financial Accounting Standards No. 107 (“SFAS 107”), Disclosures about Fair Value of Financial Instruments requires disclosure of the fair value of financial instruments held by the Company. SFAS 107 defines the fair value of financial instruments as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying value of financial instruments including cash, receivables, prepaid expenses, accounts payable, bank loans and notes payable approximates their fair value at the reporting balance sheet dates due to the relatively short-term nature of these instruments. The fair market value of long-term debt can not be determined due to a lack of comparability of similar market instruments.

Advertising Costs

Advertising costs are classified as selling expenses and are expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Classification of Shipping and Handling Costs

Shipping costs are reflected in the statement of operations under selling expenses. These costs relate to those costs incurred by the Company for third party shipping to our customers.

Revenue Recognition / Returns

The Company recognizes revenue when the significant risks and rewards of ownership have transferred pursuant to the law of ROC, including factors such as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable, sales and value-added tax laws have been complied with, and collect ability is reasonably assured. The Company generally recognizes product sales when the product is shipped. In the event goods are returned from a customer, revenue is reduced, and the returned goods are placed back into inventory during the period that the returned goods are received.

Recently Issued Accounting Standards

In September 2006, the FASB issued SFAS No.157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position (FSP) No.157-2, which deferred the effective date for certain portions of SFAS No.157 related to nonrecurring measurements of non-financial assets and liabilities. The provision of SFAS No.157 will be effective for the Company’s fiscal year ended December 31, 2009.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of SFAS 115", which allows for the option to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The adoption of SFAS No. 159 has not had a material impact on the Company's consolidated results of operations or financial position.

In December 2007, the FASB issued FASB 141(R), "Business Combinations" of which the objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination.

In December 2007, the FASB issued FASB 160 "Non controlling Interests in Consolidated Financial Statements - an amendment of ARB No.51" of which the objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards by requiring all entities to report non controlling (minority) interests in subsidiaries in the same way - as an entity in the consolidated financial statements. Moreover, Statement 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions.

Both FASB 141(R) and FASB 160 are effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of these standards will have any impact on its financial statements.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 permits companies to continue to use the simplified method, under certain circumstances, in estimating the expected term of “plain vanilla” options beyond December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated that the Staff would not expect a company to use the simplified method for share option grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No.161, Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB statement No.133. SFAS No.161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS No.161 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008, with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending December 31, 2009. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements.

Changes in Accounting Principles and their effects
There is no change in accounting principles and their effects.

Contents of Significant Accounts

(1) Cash and cash equivalents


	Dec 31, 2007	Dec 31, 2006
Cash	$10,172	$5,772
Total	$10,172	$5,772

(2) Inventories


	Dec 31, 2007	Dec 31, 2006
Merchandise	$0	$16,447
Finished goods	-	120,740
Raw materials	345,713	1,375,321
Total	$345,713	$1,512,508

As of December 31, 2007 and 2006, inventories were not pledged or having insurance coverage. Inventories were used to settle the following obligations of Yixiang during 2007,

Advances to customers

747,567

Long term bank debt

298,248

Shareholders Loans

120,980

$1,166,745

(3) Other Current Assets


	Dec 31, 2007	Dec 31, 2006
Excess value added tax paid	22,163	15,232
Total	$22,163	$15,232

(4) Property, plant and equipment


	Cost	Accumulated depreciation	Book value
December 31, 2007
Machinery equipment	$101,777	$18,649	$83,128
Transportation equipment	3,077	556	2,521
Office equipment	6,523	1,191	5,332
Other property, plant and equipment	10,432	1,900	8,532
Total	$121,809	$22,296	$99,513
December 31, 2006
Machinery equipment	$40,890	$6,649	$34,241
Office equipment	13,765	1,454	12,311
Other property, plant and equipment	3,827	638	3,189
Total	$58,482	$8,741	$49,741

None of the above property, plant and equipment is pledged.

(5) Short-term Borrowings


	Dec 31, 2007	Dec 31, 2006
Short-term loans	$0	$1,020,816
Total	$0	$1,020,816

Due to an employee theft, the Yixiang subsidiary became insolvent and management was forced to liquidate all of its remaining assets and reach settlement agreements with the bank and customers. The company recognized a gain on the settlement of debt in the amount of $1,020,816 and was legally released from any and remaining obligations by the creditors.

(6) Long-term Debt


	December 31, 2007
Long-term loans payable	-0-
	December 31, 2006
Long-term loans payable	$298,248

(b) Long-term loans in Hua Nan Bank

Period: September 30 27, 2005 ~ September 30 27, 2010

Interest rates: 5.00%

Terms of payment: 5 years, 60 periods

(7) Capital Stock


Date	Content	Amount of Capital Increase	Amount of Capital
Dec 31, 2006	Established		$9,000
Dec 31, 2007	Increase at cash	$15,729	$24,729

As of December 31, 2007, the capital and issued capital amounted to $24,729 each and issued 24,728,850 shares at par of $0.001.

(8) Legal reserve, inappropriate earnings and dividend policy

The Company’s articles of incorporation stipulate that the current year’s earnings, if any, shall be distributed in the following order:

a. Payment of all taxes and dues;

b. Offset prior year’s operation losses;

c. Set aside 10% of the remaining amount after deducting items a and b as a legal
reserve;

d. Set aside 10% of the remaining amount after deducting items a, b and c as
dividends for stockholders.

e. After distributing items a, b, c and d above from the current year’s earning, any portion of the remaining amount is allocated as follows: 0.01% as employees’ bonus; and 99.99% as stockholder’s dividends.

(9) Income Tax

The Company’s subsidiary in Taiwan is subject to local income taxes at applicable tax rates on the taxable income as reported in their Taiwan statutory financial statements.


	Dec 31, 2007	Dec 31, 2006
Statutory tax rate	25%	25%
Tax concessions	-0-	-0-
Effective tax rate	25%	25%

No income tax expense was booked for the year ended December 31, 2007 due to net operating loss carry-forward from the year 2006.

(10) Operating expenses


	Dec 31,2007	Dec 31, 2006
Payroll expense	$20,532	$151,036
Rent expense	553	2,733
Office supplies	36	9,233
Traveling expense	-	477
Freight	-	6,637
Postage	481	8,955
Repairs and maintenance	-	974
Advertisement expense	-	3,103
Insurance	-	8,257
Entertainment	467	27,768
Taxes	-	313
Depreciation expense	3,086	42,450
Meal	2,378	4,052
Commission	-	13,101
Other expenses	1,632	80,094
Total	$29,165	$359,183

(11) Transactions with Related Parties

(a) Names and relationship


Name	Relationship to the Company
Jin-Wan Chen	A production manager in Taiwan
Chao-Wen Cheng	A supervisor of the Company

(b) Significant transactions with relates parties

1. The following related parties advance the interest-free funds to the operating

Subsidiary in Taiwan as follows:


2007
Name	Maximum Balance	Date	Ended Balance
Jin-Wan Chen	$153,846	December 31	$153,846
Chao-Wen Cheng	$-0-	December 31	$-0-
2006
Name	Maximum Balance	Date		Ended Balance
Jin-Wan Chen	$415,106	December 31		$415,106
Chao-Wen Cheng	$412,868	December 31		$412,868

(12) Commitments and Contingencies

As of December 31, 2007, there is no significant commitment or contingency.

(13) Restated Financials

The management of the Company has corrected its consolidated statement of income for the year ended December 31, 2007 to reflect the discontinued operations of Mei Pao for the first 6 months of the year. The management disposed this subsidiary Mei Pao after 6 months in 2007 due to lack of growth in its operations.

The restated amounts and prior filed amounts are as follows:


	As reported in 10-KSB	As restated
Gain from asset disposal	387,351	345,983
Total non-operating income	1,408,173	1,366,775
Non-operating expenses	98,708	3,184
Income from continuing operations		1,341,372
Loss from discontinued operations of Mei Pao	-0-	(54,126)
Income before income taxes	1,287,246	1,287,246
Net income	1,287,246	1,287,246
Other comprehensive income	46,052	46,052
Comprehensive income	1,333,298	1,333,298

Interim Financial Statements of

AMBER OPTOELECTRONICS INC.

September 30, 2008

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AMBER OPTOELECTRONICS INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

1. Liquidity And Management’s Plans

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

2. Reporting Entity And Its Business Scope

Amber Optoelectronics Inc., (the “Company”), is a Delaware corporation organized on January 05, 2007. Amber Optoelectronics Co. Ltd. was incorporated in August 2006, as a company limited by shares under the law of the Republic of China (“R.O.C.”).

Pursuant to an agreement entered into on December 29, 2006, between Amber Optoelectronics Co. Ltd. and Amber Optoelectronics Inc. the Delaware Corporation, Amber Optoelectronics Inc. issued to the shareholders of Amber Optoelectronics Co. Ltd. 9,000,000 common shares of Amber Optoelectronics Inc. in exchange for their share interest in Amber Optoelectronics Co Ltd. On June 30, 2007, the Company completed the reorganization of its operations with the issuance of the 9,000,000 to the selling shareholders. On July 9, 2007, the transition of Amber in Taiwan was finalized through recapitalization of the reverse acquisition of Amber Optoelectronics Inc. in order to raise additional equity capital for its operations. All shares and per share amounts have been restated to reflect the reverse acquisition.

As Amber in Taiwan is the only operating subsidiary with control over its operating and financial policies, the accompanying financial statements have been consolidated with any material inter-company accounts and transactions eliminated.

The Company is engaged in the sale of electronics, electronic materials, and information software.

It is management’s opinion that all adjustments are of normal recurring nature. All adjustments necessary for a fair statement of the results for the interim periods have been made.

Discontinued Operations of Mei Pao:

Revenues

$348,080

Loss From Discontinued Operations

(54,126)

Net Of a Bank Disposal of

Fixed Assets

41,348

Due to a lack of profitability Management discounted the operations of Mei Pao and liquidated all of its assets in late 2007.

3. Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include the accounts of Amber Optoelectronics Co. Ltd., its majority owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

b. Use of Estimates

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America 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 of consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

c. Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.

d. Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are reported net of an allowance for doubtful accounts. The Company estimates the allowance based on its analysis of specific balances, taking into consideration the age of the past due account and anticipated collections resulting from legal issues. An account is considered past due after thirty (30) days from the invoice date. Based on these factors, there was an allowance for doubtful accounts of $0 and $0 at September 30, 2008 and December 31, 2007, respectively. Changes to the allowance for doubtful accounts are charged to expense and reduced by charge-offs, net of recoveries.

e. Property, Equipment, and Depreciation

Property and Equipment are presented at original cost, less accumulated depreciation. Depreciation is computed using the declining balance at the following annual rates for the following applicable asset classes:

Computer Hardware

30% declining balance

Furniture and Equipment

20% declining balance

Leasehold Improvements

straight-line over three years

The cost of significant improvements to property and equipment are capitalized. Maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the cost and related depreciation are eliminated from the accounts and any resulting gain or loss is recognized.

f. Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

g. Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, and accounts payable. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value.

h. Foreign Currency Translation

The functional currency of the Company is the local currency where the Company operates. The financial statements of the Company have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation." All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. The income and cash flow statements amounts have been translated using the weighted average exchange rate for the year. Foreign currency cash flows are translated at the weighted average rate of exchange in effect during the period due to the minimal fluctuation in the currency exchange rates during the period. Management believes that substantially the same results would be derived if foreign cash flows were translated at the rates in effect at the time of the cash flows.

Accumulated net translation adjustments have been reported separately in Other Comprehensive Loss in the financial statements. Foreign currency translation adjustments resulted in income of $1,693 and $5,321 for the nine months ending September 30, 2008 and 2007, respectively. Foreign currency transaction gains and (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency totalled approximately $0 and $0 in the nine months ending September 30, 2008 and 2007, respectively, and are included in General and Administrative Expenses in the accompanying consolidated statement of operations.

i. Earnings Per Share

Earnings per share of common stock are computed in accordance with SFAS No, 128, “Earnings per Share.” Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are the same as basic earnings per share since no common stock equivalents were outstanding for the nine months ended September 30, 2008 and 2007, respectively.

j. Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No.161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB statement No.133. SFAS No.161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS No.161 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008, with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending December 31, 2009. The Company is currently evaluating the impact of SFAS No. 161 on its consolidated financial statements.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS 163”). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 163 on its consolidated financial statements but does not expect it to have a material effect.

4. Inventories consisted of the following:


	Sep 30, 2008	Dec 31, 2007
Raw Material	$ 385,904	$ 345,713
Finished goods	-0-	-0-
Inventories	$ 385,904	$ 345,713

5. Related Party Transactions

Advances from stockholders’ are advances and payments from principal stockholders of the Company. These amounts from shareholders at September 30, 2008 and December 31, 2007 were $189,677 and $153,846, respectively.

6. Reclassification Of Statements Of Operations And Cash Flows

Consolidated statements of operations and cash flows for the nine months ended September 30, 2007 have been reclassified to reflect the discontinued operations of Mei Pao.

7. Off-Balance Sheet Arrangements

At September 30, 2008, the Company has no material commitments for capital expenditure nor any transactions, obligations, and relationships that could be considered off-balance sheet arrangements.

Undertakings

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred to that section.

The undersigned registrant hereby undertakes to:

(1) File, during any period in which we offer or sell securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement.

(iii)

Should significant changes occur at any time during the offering period, we will file a Post-Effective Amendment to this registration statement, and if such post-effective amendment does not go effective immediately.

(2) That, for the purpose of determining any liability under the Act, 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 bona fide offering thereof.

(3)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Amber Optoelectronics, Inc. pursuant to its Articles of Incorporation or provisions of the Delaware Business Corporations Act, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission 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 the registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question, whether or not such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 Mississauga, Province of Ontario, Canada on January 2, 2009.

Amber Optoelectronics, Inc.

By: /s/

Carman McClelland,

Chief Executive 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:

/s/

Carman McClelland

Chief Executive Officer Dated: January 2, 2009.

/s/

John Campana

President

Dated: January 2, 2009.

/s/

George Parselias

Secretary, Treasurer Dated: January 2, 2009.

Principal Accounting Officer