­­UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO THE

FORM S-1

KINETIC GROUP INC.

 (Exact name of Registrant as specified in its charter)

                                  Nevada                                        

 (State or other jurisdiction of incorporation or organization)

                                    7310                                         

 (Primary Standard Industrial Classification Code Number)

                         47-4685650                                 

 (I.R.S. Employer Identification Number)

8275 S.Eastern Ave, Ste 200-17, Las Vegas, NV 89123 Phone: (702) 724-2666

 (Address, including zip code, and telephone number, including are code, of registrant’s principal executive offices)

Yaroslav Startsev, C.E.O.

8275 S.Eastern Ave, Ste 200-17, Las Vegas, NV 89123 Phone: (702) 724-2666

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

 As soon as practicable after the effective date of this registration statement

 (Approximate date of commencement of the 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 12b-2 of the Exchange Act.  (Check one):

CALCULATION OF REGISTRATION FEE

(1)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

(2)   Calculated pursuant to Rule 457(a) under the Securities Act based on an estimate of the proposed maximum aggregate offering price.

(3)   A registration fee of $40.56 has been paid.

The registrant will amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated April 30, 2017

20,000,000 Shares

Common Stock

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

KINETIC GROUP INC.

SHARES OF COMMON STOCK

2,000,000 Minimum – 20,000,000 Maximum

We are offering a minimum of 2,000,000 and a maximum of 20,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers on a best efforts basis.  The offering price is $0.0175 per share. This registration statement constitutes the initial public offering of the company’s common stock.This Offering will start on the effective date of this Prospectus and continue for a period of up to 180 days. The offering will continue until all 20,000,000 shares of common stock are sold, the expiration of 180 days from the date of this prospectus, which period may be extended for up to an additional 90 days at our discretion, or until we elect to terminate the Offering, whichever event occurs first.  Funds from this offering will be placed in a separate bank account at Bank of America. There is no escrow, trust or similar account in which your subscription will be deposited.  The bank account is merely a separate interest bearing savings account under our control where we have segregated your funds. Our officers and directors will not use the subscription proceeds prior to satisfaction of the minimum and issuance of the shares for working capital, collateral for the company, or other purposes. You will not have the right to withdraw your funds during the offering. If the minimum is not reached, funds held in the Bank of America account will be returned without interest. 

Investing in our common stock involves risks.  See "Risk Factors" starting on page 8.

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Kinetic Group Inc. is not a Blank Check company. We have no plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company. No proceeds raised in the offering will be used towards any business combination commonly undertaken by a blank check company.

The shares of our common stock to be sold by us will be sold on our behalf by our executive officers and directors. Our officers and directors must sell the minimum number of securities offered (2,000,000) if any are sold. Our officers and directors are required to use only their best efforts to sell the maximum number of securities offered (20,000,000). Such officers and directors will not receive any compensation or commission on the proceeds from the sale of our shares on our behalf, if any.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if it is developed, may not be sustained.  A market maker is needed to file an application with the Financial Industry Regulatory Authority (“FINRA”) on our behalf so that the shares of our common stock may be quoted on an inter-dealer quotation system such as OTC Markets or the Nasdaq OMX.  Commencing upon the effectiveness of our registration statement of which this Prospectus is a part, we will seek out a market maker.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed, submitted or approved, if at all.  There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.If our common stock is accepted for quotation, the application of the “Penny Stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. See the Risk Factor on page 16. 

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

The date of this Prospectus is February 14,March 17, 2017.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

 The following summary highlights selected information, such as the company’s current operations and summary financial information contained in this Prospectus.  This summary does not contain all the information that may be important to you.  You should read the more detailed information contained in this Prospectus, including but not limited to, the risk factors beginning on page 8. In addition, certain statements are forward-looking statements, which involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements.”

References in this Prospectus to “Kinetic Group”, “Company”, “we”, “our”, or “us” refer to Kinetic Group Inc.  unless otherwise indicated or the context otherwise requires.

Forward-Looking Statements

In addition to historical information, this prospectus contains forward-looking statements. The words "forecast", "eliminate", "project", "intend", "expect", "should", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Our Company

Kinetic Group Inc., a Nevada corporation, was formed under the laws of the State of Nevada on June 6, 2014.  Kinetic Group is a full service integrated digital marketing agency. The company offers a range of web services, including web marketing services, social media services, search engine management, custom web design and development,including social media and content management solutions. We build digital strategies that help our clients to have fruitful dialogues with their audiences, whether targeted or non-targeted.We provide consulting on a wide variety of issues, from selection of domain name registrars and hosting providers, to the most cost-efficient and effective marketing strategies.

Whether our client needs an integrated digital plan, a website, or social media marketing,we guide the client through the necessary steps to establish their online presence, generate traffic to their websites and increase direct consumer interaction.With display ads on hand-picked websites and quality publishers, we also ensure that our clients reach the audience they want in any part of the world.

We generate revenue from sales of our digital marketing and website development services directly to small and medium-sized businesses. We generate targeted leads and new business opportunities by leveraging on-line marketing strategies,through direct marketing, referrals and our primary website that provides a description of our company and our service offerings (www.groupkinetic.com). 

We have commenced our operations during the year ended September 30, 2015. As of December 31, 2016 we have generated $23,400 in revenues from consulting services related to website development and search engine management and have incurred $9,136 in cost of revenue and $18,808 in operating expenses since our inception on June 6, 2014. 

To date, we have relied upon revenues from our operations and sales of our securities in unregistered private placement transactions to fund our operations.  We are a development stage company with a limited operating history. Accordingly, for the foreseeable future, we will continue to be dependent on revenues from operations and additional financing in order to maintain our operations and continue with our corporate activities. 

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This offering and any investment in our common stock involve a high degree of risk.  If our future revenues will not be sufficient to cover our operating costs we may be obliged to cease business operations due to lack of funds. If we raise only the minimum amount of proceeds from this offering, we will have limited funds available to build and grow our business. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing for us to fund our planned business activities. We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Our directors collectively own 100% of the 2,750,000 outstanding shares of our common stock as of the date of this offering.  If the minimum amount of the shares will be sold, our directors will own 57.89% of our outstanding common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. 

The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Our principal executive office is located at 8275 S.Eastern Ave, Ste 200-17, Las Vegas, NV 89123 and our telephone number is (702) 724-2666.  Our primary website address iswww.groupkinetic.com.The information on, or that can be accessed through this website is not part of this prospectus.

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act.

The Company shall continue to be deemed an emerging growth company until the earliest of:

(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

The Company intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”.

Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company.

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Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, we will be required to provide additional disclosure in our SEC filings.  However, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Offering

Following is a brief summary of this offering:

The Company’s officers, directors and control persons do not intend to purchase any shares in this offering.

Selected Financial Data

The following financial information summarizes the more complete historical financial information at the end of this Prospectus. The summary information below should be read in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes included elsewhere in this Prospectus.

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Balance Sheet Data:

As of December 31, 2016, we had a working capital deficiency of $(7,010) and accumulated deficit of $(4,769) since inception.

RISK FACTORS

Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this prospectus.

Risks Related to our Business and Industry

We lack an operating history. There is no assurance our future operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on June 6, 2014, have generated $23,400 in revenues from sales, and have incurred $9,136 in cost of revenue and $18,808 in operating expenses since our in inception.  As of December 31, 2016, we had accumulated a deficit of $(4,769). We have a limited operating history upon which an evaluation of our future success or failure can be made.  Based on current plans, we expect to continue generating revenues. However, our revenues may not be sufficient to cover our operating costs.  We cannot guarantee that we will be successful in generating significant revenues in the future.  Failure to achieve a sustainable sales level will cause us to go out of business.

If we encounter unforeseen difficulties with our business or operations in the future that require us to obtain additional working capital, and we cannot obtain additional working capital on favorable terms, or at all, our business may suffer. 

To date, we have relied primarily upon cash from the private sale of equity securities and our operational activities.

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We may encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated.  As a result, we may be required toobtain additional working capital in the future through bank credit facilities, public or private debt or equity financings, or otherwise.  We have not identified other sources for additional funding and cannot be certain that additional funding will be available on acceptable terms, or at all.  If we are required to raise additional working capital in the future, such financing may be unavailable to us on favorable terms, if at all, or may be dilutive to our existing stockholders. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition.  Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which could significantly harm the business and development of operations. Because our independent auditors have expressed doubt as to our ability to continue as a “going concern,” as reported in their report on our financial statements, our ability to raise capital may be severely hampered. Similarly, our ability to borrow any such capital may be more expensive and difficult to obtain until this “going concern” uncertainty is resolved.

Kinetic Group Inc. is a “Development Stage Company”. The Company has elected to early adopt Accounting Standards Update No.2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development Stage from its financial statements.

Kinetic Group Inc. is a Development Stage Company as defined bysection 915-10-20 of the FASB Accounting Standards Codification.  Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing the business.  All losses accumulated since Inception (June 6, 2014) have been considered as part of the Company’s development Stage activities.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

The amendments in this update remove the definition of Development Stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between Development Stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for Development Stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a Development Stage entity, (3) disclose a description of the Development Stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a Development Stage entity that in prior years it had been in the Development Stage.

For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Kinetic Group has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to Development Stage.

Kinetic Group Inc. is an “emerging growth company” under the Jumpstart Our Business Startups Act. We cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

Kinetic Group Inc. is and will remain an "emerging growth company" until the earliest to occur of (a) the last day of the fiscal year during which its total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering, (c) the date on which Kinetic Group has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which Kinetic Group is deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934.

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For so long as Kinetic Group remains an "emerging growth company" as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. Kinetic Group cannot predict if investors will consider its shares of common stock less attractive because our reliance on some or all of these exemptions. If some investors find Kinetic Group's shares of common stock less attractive as a result, the trading market for its shares of common stock may be less active, and its stock price may be more volatile.

If Kinetic Group avails itself of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to evaluate Kinetic Group and may result in less investor confidence.

The recently enacted JOBS Act is intended to reduce the regulatory burden on "emerging growth companies". Kinetic Group meets the definition of an "emerging growth company" and so long as it qualifies as an "emerging growth company," it will not be required to:

· have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

· comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

· submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

· disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, Kinetic Group is choosing to opt out of such extended transition period, and as a result, Kinetic Group will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that its decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, we will be required to provide additional disclosure in our SEC filings.  However, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. 

Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

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We face intense competition in our industry. If we are unable to compete successfully, our business will be seriously harmed.

The market for online marketing services is highly competitive and has low barriers to entry. Our competitors vary in size and in the variety of services they offer. Many of our current and potential competitors are well established and have longer operating histories, significantly greater financial and operational resources, and greater name and brand recognition than we have. As a result, these competitors may have greater credibility with both existing and potential customers. These competitors may be able to adapt more quickly to new or emerging online marketing technologies and changes in customer requirements. They also may be able to offer more products and more aggressively promote and sell their products. Our competitors may also be able to support more aggressive pricing than we will be able to, which could adversely affect sales, cause us to decrease our prices to remain competitive, or otherwise reduce the overall gross profit earned on our products.

We depend on key personnel.

We are currently relying on key individuals to continue our business and operations and, in particular, the professional expertise and services of Yaroslav Startsev, our President and Director and Nikolai Kuzmin, our Secretary, Treasurer, Chief Financial Officer and Director. On September 1, 2015, we have entered into management consultant agreements with Yaroslav Startsev, our President, and Nikolai Kuzmin, our Chief Financial Officer. The term of the agreements is three years and they can be terminated unilaterally with a 60 day notice by either party. If our officers and directors choose to terminate their agreements, or if they are unable to perform their duties, and we are unable to retain replacement qualified individuals, this could have an adverse effect on our business operations, financial condition and operating results.

The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

Mr. Startsev and Mr. Kuzmin lack public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment in our company.

U.S. investors may experience difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal Securities Laws against the company and its non U.S. resident officers and directors.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein.  An investor would have the ability to effect service of process in any action on the company within the United States.  However, since Mr. Startsev and Mr. Kuzmin, our officers and directors, reside outside the United States, substantially all or a portion of their assets are located outside the United States.  As a result, it may not be possible for investors to:

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We do not have a majority of independent directors on our Board and the Company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address the board of directors’ independence, audit committee oversight, and the adoption of a code of ethics.We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so.

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If the result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

 Because our directors, who are also our sole promoters, will own 57.89% of our outstanding common stock, if the minimum amount of the offering will be sold, they could make and control corporate decisions that may be disadvantageous to other minority shareholders and will be able to cause our company to engage in business combination without seeking shareholder approval.

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company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported upon in our second annual report on form 10-K.

The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Financial Industry Regulatory Authority (“FINRA”) and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices.

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We are offering a minimum of 2,000,000 and a maximum of 20,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers.  The offering price is $0.0175 per share.Funds from this offering will be placed in a separate bank account at Bank of America, NY.  This account is not an escrow, trust or similar account.  It is merely a separate interest bearing savings account under our control where we have segregated your funds.  Your subscription will only be deposited in a separate bank account under our name. Only Yaroslav Startsev, our Chief Executive Officer, and Nikolai Kuzmin, our Chief Financial Officer, will have the power to authorize a release of funds from this account upon completion of this offering. The funds will be maintained in the separate bank account until we receive a minimum of $35,000 at which time we will remove those funds along with accrued interest and use the same as set forth in the Use of Proceeds section of this prospectus.  The accrued interest will be retained by us as proceeds of this offering. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding

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The equity markets have, on occasion, experienced  significant price and volume fluctuations that have affected the market prices for many companies' securities and that  have  often  been  unrelated  to the  operating  performance  of these companies. 

Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

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Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

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 (i)     Offering expenses have been rounded to $8,141 and have heretofore been partially paid from revenues generated by the Company.

(ii)              Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.

(iii)            Personnel hiring expenditures were calculated at the rate of $65,000 per annum per person. This amount will vary based on the position, education, and experience.

(iv)            If the minimum amount is raised, we will use cash generated by operations to pay for the OTC Markets application and annual listing fees.

If 100% of the offered Shares are sold the Company will receive maximum proceeds of $341,859 after paying the Company’s offering expenses. The Company plans to allocate the net proceeds from this offering as follows: $6,166 towards payment of current portion of the Company’s accounts payable and accrued liabilities as of December 31, 2016, $7,500 towards development of Search Engine Management Program, $75,000 to development of Social Media and Content Management Program, $10,000 for computer equipment purchase, $75,000 to development and implementation of SMS Marketing Platform, $130,000 for hiring a content creator and a graphic designer (full-time), $12,500 for listing fees (OTC Markets), and $25,693 for working capital purposes. If we raise the full amount from this offering we will be able to complete all four Phases of our Plan of Operations.

If 75% of the offered Shares are sold the Company will receive $254,359, after paying offering expenses. In this case, the Company plans to hire only one full-time employee and proportionally reduce allocation of funds towards development of Social Media and Content Management Program, SMS Marketing Platform, computer equipment purchase and working capital. If we sell 75% of the offered Shares we will still be able to complete all four Phases of our Plan of Operations.

If 50% of the offered Shares are sold the Company would receive $166,859, after paying offering expenses. At this level the Company would be able to fully implement all phases of our Plan of Operations except investment in computer equipment. We may use cash flow from our operations to finance this phase, or will find alternative source of financing.

If 25% of the offered Shares are sold the Company would receive $79,359, after paying offering expenses. At this level the Company would be able to fully implement Phase I, and partially implement Phases II and III of our Plan of Operations. We will not invest in computer equipment and we would not have sufficient funds from this Offering to hire full-time or part-time employees.

If the Company sells the minimum 2,000,000 shares, or 10% of the Shares under the Offering, it would be severely restricted in its operating plans and only have sufficient proceeds to cover offering expenses, implement Phase I and partially implement Phase II of our Plan of Operations and operate the Company for the year. However, the Company’s management believes that the Company would be able, over the next twelve months, to generate revenue at comparable level with minimum proceeds from this Offering that would help the company to implement Phase II of our Plan of Operations. During the year ended September 30, 2016 and the first quarter of our fiscal 2017 the Company generated total of $23,400 in revenues from operations.

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Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock. We plan to apply for listing on the OTC Markets quotation medium and plan to pay application fees of $2,500 and annual listing fees of $10,000 from proceeds of this Offering under all scenarios, except if the minimum amount is sold. In the latter case, we plan to cover these fees by cash generated from our operations.

See “Description of Business - The Company - Plan of Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

The funds from this Offering may not be used to pay our President and Chief Financial Officer for their services to the Company, prior to, during, and subsequent to the Offering. There can be no assurance that the Company will raise any funds through this Offering and if a limited amount of funds are raised, the Company will use such funds according to its best judgment in accordance with the foregoing “Use of Proceeds” chart and the explanations thereto.

This discretion is not unlimited and any such change in the use of proceeds as discussed above would be restricted to a proportionate reduction in funds allocated to each specific item listed, and would not differ materially from the “Use of Proceeds” chart. To the extent the offering proceeds do not cover any professional fees incurred by the Company, management anticipates paying for any such expenses out of any additional funding or revenues the Company receives.

In the future, in addition to equity financing, we may rely on loans from our directors and officers to continue our operations; however, there are no assurances that our directors will provide us with any additional funds.  Currently, we do not have any arrangements for additional financing.  If we are not able to obtain needed financing and generate sufficient revenue from operations, we may have to cease operations.

DETERMINATION OF OFFERING PRICE

The offering price of $0.0175 of our common stock has been arbitrarily determinedin order for us to raise up to a total of $350,000 in this Offering and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

In determining the offering price, management considered such factors as prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.   

DILUTION OF THE PRICE PER SHARE

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.  As of December 31, 2016, the net tangible book value of our shares of common stock was $(2,019) or approximately $(0.00073) per share based upon 2,750,000 shares outstanding.

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If the maximum number of shares is sold:

Upon completion of this Offering, in the event all of the shares are sold, the net tangible book value of the 22,750,000 shares to be outstanding will be $339,840, or approximately $0.01494 per share.  The amount of dilution to the shareholders acquiring shares in this offering will be $0.00256 per share.  The net tangible book value of the shares held by our existing shareholder will be increased by $0.01394 per share without any additional investment on their part.  The shareholders acquiring shares in this Offering will incur an immediate dilution from $0.0175 per share to $0.01494 per share.

After completion of this Offering, if 20,000,000 shares are sold, the shareholders acquiring shares in this Offering will own approximately 87.91% of the total number of shares then outstanding for which the shareholders acquiring shares will have made cash investment of $350,000, or $0.0175 per share.  Our existing shareholders will own approximately 12.09% of the total number of shares then outstanding, for which they have made contributions of cash of $2,750, or $0.001 per share.

If the minimum number of shares is sold:

Upon completion of this Offering, in the event 2,000,000 shares are sold, the net tangible book value of the 4,750,000 shares to be outstanding will be $24,840 or approximately $ 0.00523 per share.  The amount of dilution to the shareholders acquiring shares in this offering will be $ 0.01227 per share.

The net tangible book value of the shares held by our existing stockholders will be increased by $0.00423 per share without any additional investment on their part.  The shareholders acquiring shares in this offering will incur an immediate dilution from $0.0175 per share to $ 0.00523 per share.

After completion of this Offering, if 2,000,000 shares are sold, the shareholders acquiring shares in this Offering will own approximately 42.11% of the total number of shares then outstanding for which the shareholders acquiring shares have made cash investment of $35,000, or $0.0175 per share.  Our existing shareholders will own approximately 57.89% of the total number of shares then outstanding, for which they have made contributions of cash, totaling $2,750, or $0.001 per share.

The following table compares the differences between the investment in our shares by the shareholders acquiring shares in this Offering and the investment in our shares by our existing stockholders.

Existing stockholders if all of the shares are sold:

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Purchasers of shares in this Offering if all shares sold:

Further, if we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you will lose your investment, even if we fail to raise the minimum amount in this offering.  As a result, there is no assurance that your funds will be returned to you if the minimum offering is not reached.  Any funds received by us thereafter will immediately be used by us.

Our directors and officers are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer.  They are, and will continue to be, our officers and directors at the end of the Offering. They have not been during the last 12 months and are currently not broker-dealers or associated with a broker-dealer.  They have not during the last twelve months and will not in the next 12 months offer or sell securities for another corporation.

Only after our Prospectus is declared effective by the Securities and Exchange Commission (the “Commission”), do we intend to distribute this Prospectus to potential investors at meetings and to our friends, business associates and relatives who are interested in us and a possible investment in the Offering.  We will not utilize the Internet to advertise our Offering.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker-dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.

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The application of the penny stock rules may affect your ability to resell your shares.

Offering Period and Expiration Date

This Offering will start on the date of this Prospectus and continue for a period of up to 180 days. The offering will continue until all 20,000,000 shares of common stock are sold, the expiration of 180 days from the date of this prospectus, which may be extended for up to an additional 90 days at our discretion, or until we elect to terminate the Offering, whichever event occurs first. If the 2,000,000 share minimum has been reached and all 20,000,000 shares are not sold within this period, the offering for the balance of the shares will terminate and no further shares will be sold.

Procedures for Subscribing

If you decide to subscribe for any shares in this Offering, you must: (i) execute and deliver a subscription agreement; and (ii) deliver a check, money order or certified funds to us for acceptance or rejection. The subscription agreement and subscription funds can be mailed, couriered or delivered in person.  All checks, money orders or certified funds for subscriptions must be made payable to Kinetic Group Inc.. The funds from all accepted subscriptions will be deposited into the Bank of America accountuntil we receive a minimum of $35,000 (cleared through the bank) at which time we will remove those funds along with accrued interest and use the same as set forth in the Use of Proceeds section of this prospectus.  The accrued interest will be retained by us as proceeds of this offering. Only Yaroslav Startsev, our Chief Executive Officer, and Nikolai Kuzmin, our Chief Financial Officer, will have the power to authorize a release of funds from this account upon completion of this offering.

There is no minimum amount of subscription required per investor, and subscriptions, once received and accepted, are irrevocable.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.  Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We are a development stage company with limited operations and limited revenues from our business operations.  In order to obtain funds needed to implement our business plan, we are attempting to raise money from this offering. 

If we raise the minimum amount through this offering, we will be able to achieve the short-term goals of our business plan and to continue operations and remain in business for the next 12 months.  If we are unable to generate revenues for any reason, or if we are unable to make a reasonable profit, we may have to cease operations.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.  If we need additional cash and cannot raise it, we will either have to suspend the implementation of our business plan until we do raise the cash, or cease operations entirely if revenue from operations will not be sufficient to cover our operating costs. 

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If we raise the maximum amount, we believe we can implement our short term and long-term business plan and achieve profitable operations. However, we cannot guarantee that proceeds from this offering will be sufficient for us to continue as going concern for the next five years. 

If we raise less than the maximum amount and we require additional funds, it may be necessary for us to obtain additional funds through a second public offering, a private placement of securities, or loans. We have no other financing plans, other than described above.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance.  We are in the development stage of operations and cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in advertising and marketing costs, administration expenditures associated with daily operations, accounting and audit fees, and legal fees related to filings and regulatory compliance.    

As reflected in the financial statements included in this registration statement, the Company had an accumulated deficit at December 31, 2016, and a net lossfor the period from June 6, 2014 (inception) through December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company commenced its operations and is working towards generating sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to implement its business plan and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering, or other means of financing.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

We anticipate relying on equity sales of our common stock in order to continue to implement our business plan. Issuances of additional shares will result in dilution to our existing stockholders.  There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.  We may also rely on loans from our directors; however, there are no assurances that our directors will provide us with any additional funds.

Currently, we do not have any arrangements for additional financing.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

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Results of Operations

Kinetic Group is a full service integrated digital marketing agency. The company offers a range of web services, including web marketing services, social media services, search engine management, custom web design and development,including social media and content management solutions.

Results of operations for the three-month periods ended December 31, 2016 and 2015.

Revenue

Our gross revenue from consulting services related to website development, SEO consulting and online marketing services for the three-month periods ended December 31, 2016 and 2015 was $7,250 and $4,775 respectively. Our cost of revenues for the three-month period ended December 31, 20152016 was $2,086 (December 31, 2015: $1,950) resulting in a gross profit of $5,164 (December 31, 2015: $2,825). To date, we have focused on providing individualized services to clients on a contract basis. The average length of our contracts is between one to two months. We do not have any contracts in place that have long-term ongoing commitments from clients.  We obtain our clients through business connections of our directors, referrals from our existing clients, and leads through our website www.groupkinetic.com. As of the date of this Prospectus we had nine non-affiliate clients for which we provided services on a one-time basis.

Costs and Expenses

Major components of our expenses for the three-month periods ended December 31, 2016 and 2015 are outlined in the table below:

Liquidity and Capital Resources

Liquidity

Our internal liquidity is provided by our operations.During the quarters ended December 31, 2016 and 2015 the Company reported net income from operations of $2,670 and $1,704, respectively.To date we have financed our operations by cash generated from sales of our services and shares of our common stock. We were able to sustain our operations by increasing the number of our clients. Since inception, we have sold 2,750,000 shares of common stock at $0.001 per share to our directors for total proceeds of $2,750.

If we are not successful in expanding our client base, maintaining profitability and positive cash flows, additional capital may be required to maintain ongoing operations. We have explored, and are continuing to explore, options to provide additional financing to fund future operations, as well as other possible courses of action. Such actions include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from our directors or other third parties, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, our directors, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.

Cash Flows

The table below, for the period indicated, provides selected cash flow information:

We have generated revenues of $7,250 and $4,775 during the three-month periods ended December 31, 2016 and 2015, respectively. We had no other sources of cash inflow during the reporting periods.

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Cash Flows from Operating Activities

Our cash provided by (used by) operating activities as of December 31, 2016 of $7,200 (December 31, 2015: $(991)) is a net result of cash generated from sales of our marketing and web development services, and changes in our current assets and liabilities.

This portion of our cash flow represents the most significant source of funding for our operations. The major uses of our operating cash include funding general operating expenses (professional expenses, consulting, travel, office expenses and office rent) and cost of revenues.

Cash flows resulting from changes in assets and liabilities for the three-month period ended December 31, 2016, include an increase in prepaid expenses of $175, an increase in the officers’ accrued compensation of $3,000 and in accounts payable and accrued liabilities of $1,222. The increase in prepaid expenses was due to a monthly rent payment for January 2017 that we paid in advance. The increase in accounts payable is a net result of operating expenses incurred during the quarter and payments made by the company to its vendors during the same period. The increase in the officers’ accrued compensation is due to the consulting fees incurred by the Company during the quarter ended December 31, 2016 that remained unpaid as at the end of this period.

Cash flows resulting from changes in assets and liabilities for the three-month period ended December 31, 2015, include an increase in accounts receivable of $4,775, an increase in the officers’ accrued compensation of $3,000 and a decrease in accounts payable and accrued liabilities of $975. The accounts receivable of $4,775 generated by sales of our services during the quarter ended December 31, 2015 were collected subsequent to the quarter end in January of 2016. The decrease in accounts payable was due to re-payment of a portion of current liabilities during the quarter.

Cash Flows from Investing Activities

We did not generate any cash from investing activities during the three-month period ended December 31, 2015.

During the three-month period ended December 31, 2016 we used a portion of our cash of $5,144 provided by operating activities for purchasing computer and office equipment.

Property and equipment at December 31, 2016 and September 30, 2016 consisted of the following:

Results of operations for the years ended September 30, 2016 and 2015.

Revenue

Our gross revenue from consulting services related to website development, SEO consulting and online marketing services for the year ended September 30, 2016 and 2015 was $16,150 and $0 respectively. During the year ended September 30, 2016 we have focused on providing individualized services to clients on a contract basis. The average length of our contracts is between one to two months. We do not have any contracts in place that have long-term ongoing commitments from clients.  We obtain our clients through business connections of our directors, referral from our existing clients and leads through our website www.groupkinetic.com. We use our website strictly to develop customer leads and to provide information about our company. As of the September 30, 2016 we had six non-affiliate clients for which we provided services on a one-time basis. Our cost of revenues for the year ended September 30, 2016 was $7,050 (September 30, 2016: $0) resulting in a gross profit of $9,100 (September 30, 2015: $0).

Costs and Expenses

The major components of our expenses for the years ended September 30, 2016 and 2015 are outlined in the table below:

Liquidity and Capital Resources

Liquidity

The Company’s operations in the recent past have been financed primarily through cash flow from operations, equity financing and existing cash. The Company has incurred net losses for the majority of the past annual reporting periods since inception. Moving forward, the Company expects to have significant cash outflows in the near term based on the increase in corporate activities and implementation of its business plan.

Our total current liabilities exceed our current assets resulting in working capital deficiencies of $5,019 and $1,739 as of September 30, 2016 and 2015, respectively. The $3,280 increase in our working capital deficit as of September 30, 2016 was principally due to the increase in our operating expenses. We have generated $16,150 in revenues during the year ended September 30, 2016. However, the increase of $8,886 in operating expenses resulted in net loss from operations of $3,500. This net loss negatively affected our financial position as of the end of the year, increasing our working capital deficiency.

Cash Flows

The table below, for the period indicated, provides selected cash flow information:

We have generated revenues of $16,150 (September 30, 2015 $0) during the year ended September 30, 2016. In addition to cash received from marketing and web development services, we received proceeds of $2,750 from sale of our common stock to our officers and directors at $0.001 per share in August 2015. We had no other sources of cash inflow during the reporting periods. 

Cash Flows from Operating Activities

Our cash provided (used) by operating activities as of September 30, 2016 of $(10,471) (September 30, 2015: $892) is a net result of cash generated from sales and changes in our current assets and liabilities.

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This portion of our cash flow represents the most significant source of funding for our operations. The major uses of our operating cash include funding general operating expenses (professional expenses, consulting, travel, office expenses and office rent) and cost of revenues. In addition, we spent a portion of our cash on purchasing computer equipment.

Cash flows resulting from changes in assets and liabilities for the year ended September 30, 2016 and 2015 include an increase in accounts payable and accrued liabilities and in the officers’ accrued compensation. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the year ended September 30, 2016 and 2015 that remained unpaid at the end of the reporting period.In addition, the Company accrued $12,000 (September 30, 2015: $1,000) due to the Company’s directors and officers for management consulting services provided to the Company during the years ended September 30, 2016 and 2015.

Cash Flows from Investing Activities

During the year ended September 30, 2015, we used a portion of our cash of $688 provided by operating activities to purchase computer and office equipment. Property and equipment at September 30, 2016 and 2015 consisted of the following:

We did not generate any cash from investing activities during the year ended September 30, 2016.

Cash Flows from Financing Activities

During the year ended September 30, 2015 the Company sold 2,750,000 shares of common stock at par to the Company’s directors for $2,750 in cash. We did not generate any cash from financing activities during the year ended September 30, 2016.

We have a limited operating history upon which an evaluation of our future success or failure can be made.  Based upon current plans, we expect to continue generating revenues. However, our revenues may not be sufficient to cover our operating costs.  We cannot guarantee that we will be successful in generating significant revenues in the future.  This is why our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

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Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.   If we are unable to generate profits sufficient to cover our operating costs or to obtain additional funds for our working capital needs, we may need to cease or curtail operations.                                                                 

DESCRIPTION OF OUR BUSINESS AND PROPERTIES

You should rely only on the information contained in this Prospectus or any supplement hereto.  We have not authorized anyone to provide you with different information.  If anyone provides you with different information, you should not rely on it.  We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted.  You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front cover of this Prospectus regardless of the date of delivery of this Prospectus or any supplement hereto, or the sale of the shares. Our business, financial condition, results of operations and prospects may have changed since that date.

Industry Trends Overview

We obtained statistical data and certain other industry forecasts used throughout this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical and industry data and forecasts and market research used herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to their reports or articles in this prospectus.

Online marketing, also called digital marketing, is the process of using the web and internet-connected services to promote a business and website. There are a number of specializations within online marketing, including social media, search engine marketing (SEM), search engine optimization (SEO), email marketing, mass text messaging marketing, online advertising and mobile advertising.

Multi-channel Marketing

With the massive range of different marketing channels available to businesses today, it is more critical than ever to have a marketing strategy that covers a variety of different channels.A 2013 study by Multichannel Merchant and Neustar found that 35% of companies already market on multiple channels, and a further 27% had plans to implement a multi-channel strategy in the near future. Among the customer touchpoints that the study’s respondents considered most critical to their organization were search engines, cited by 61% of marketers, mobile, cited by 54% of marketers, and social media, cited by 53% of marketers.(Source: https://www.neustar.biz/resources/whitepapers/mcm-omnichannel-personalization-survey-analysis-report.pdf)

The year 2016 has been full of developments that will have a significant impact on the way that marketers approach these channels in 2017 and beyond. The following are some of the major developments that are likely to shape current stage of multi-channel marketing.

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‘Mobile-ification’ of Searches

During 2016, significant updates were implemented to search processes that reflect the extent to which mobile use affects the landscape of digital marketing and advertising.

First, Google removed the ‘right-hand rail’ from the search results page and moved to only displaying paid ads at the top and bottom of the search engine result page (SERP). The main component of the SERP is the listing of results that are returned by the search engine in response to a keyword query, although the page may also contain other results such as advertisements. This made the layout of the main search results page more adaptive to mobile searches, and concentrated attention on the ad positions that tended to perform better.

Next, came a major strengthening of Google’s mobile-friendly ranking system, commonly referred to in the industry as ‘mobilegeddon’, which moved to penalize websites which did not adapt sufficiently to mobile devices. Bing also implementedits own ‘mobilegeddon’ update in 2015 which allowed users to differentiate between sites that were and were not optimized for mobile use. However, Bing, unlike Google, opted not to penalize sites for not being mobile friendly.

Finally, in October of 2016, Google announced it would be doubling down on mobile search bysplitting off desktop and mobile into separate search indexes, making the mobile search index the primary index. Speaking at Pubcon, Google’s Webmaster Trends Analyst Gary Illyes stated that Google will create a separate mobile index within the next few months. Furthermore, this mobile index will become the primary Google index. The newly separated desktop index will not be kept as up-to-date as the mobile index.

If marketers were not already making mobile marketing and search optimization a priority in their marketing strategy, these developments are sure to force marketers to give “mobile-ification” top priority. A 2016 Marketing TrendsSurvey by Selligent and StrongView(Source: http://media.strongview.com/pdf/Selligent-2016-Market-Trends-Survey-2016.pdf) revealed that 52% of respondents planned to increase their spending on mobile marketing in 2016, a figure which will likely, in our management’s opinion, get even larger in 2017 and in the years that follow.

Visual Social Media

A  massive shift has happened in the way we communicate online in the past few years, especially with the increase in social media popularity.  People are now using visual social media to share their messages with the increased integration of visual elements, such as video, gifs and images, into formerly text-based platforms, such as Twitter and Facebook, as well as visually-focused platforms, such as Instagram, Pinterest, and Snapchat.

These channels are increasingly becoming popular marketing tools for businesses. YouTube was the fourth-most cited channel for respondents to the 2016 Marketing Trends Survey when survey respondents were asked to name the top three performing networks for their social media marketing efforts (behind Facebook, Twitter and LinkedIn) with Instagram coming in fifth place.

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Overall, Instagram is far outpacing the competition as a social platform for brands to grow their following, with a median average of 6-8% follower growth month on month, according to the2016 Social Media Inflation Index.(Source:http://trackmaven.com/blog/2016/03/social-media-trends/) In total, this worked out to an average of 100% follower growth for brands throughout the year 2015.

The rise of visual social media is why established platforms like Facebook and Twitter have made it a priority to integrate more multimedia into their platforms, with the addition of GIFs, short videos and live video streaming to compete with their visual-based social media competitors.

Noticeably, both Instagram and Facebook have also pioneered ephemeral visual content offeringsin the style of Snapchat, which shows the impact of visual channels and their influence on social media platforms. In our opinion, the growth of visual content will become an important consideration for multi-channel marketers if they want to take advantage of the increased opportunities that visual social media provides.

Increased Integration of Commerce and Social

Social media is generally treated as a channel best suited for building up brand visibility and traffic. It is mainly used for raising awareness of a brand, but not for making direct conversions, as consumers tend to have lower purchase intent when they visit social media networks. However, several shifts in 2016 have signalled that this might not be the case for long.

Social media and ecommerce have begun to become more integrated as social networks look to drive more revenue by incorporating ecommerce features into their interface. The launch of Facebook Marketplace, theacquisition of Famebit by Google/YouTube, and the change to Pinterest’s business profiles toshowcase Buyable pins more prominently are just three recent examples of this trend.

Businesses that do not want to sell directly on social media platforms may benefit from advertising on social media platforms that integrate ecommerce into their interface because consumers are increasingly being put in a purchasing mindset. In our opinion, the closer integration of ecommerce and social media is a significant shift that has the potential to impact mobile, ecommerce, marketing and advertising.

Artificial Intelligence

Another trend we expect to see is the implementation of Artificial Intelligence (AI). AI will give marketers the ability to target consumers with advertisements that address their specific interests and needs. AI technology, such as Watson, is starting to influence the marketing landscape.

Competition

The online content and social media market we participate in is rapidly evolving and intensely competitive. Competition is expected to intensify in the future as more companies enter the space. We compete for business on a number of factors including return on marketing investment, price, access to targeted audiences, and quality.Competitionquality.

Competition in the online advertising and marketing industry is also highly fragmented. Our competition is any company that provides one or more of our company’s core service offerings.

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Our competition includes advertising firms, public relations companies, web design companies, graphic design companies, and search engine optimization firms.  Our competitors range in size from small, local, independent firms and individuals to very large conglomerates. Such fragmentation can mean that a small business owner can employ more than one advertising and marketing agency to get a needed mix of web design and online marketing services for their desired budget.

The online media marketing industry is always evolving with thousands of new competitors entering the market every year. It is becoming very difficult for companies to distinguish themselves in the market and gain new customers.

In addition to competitors, many businesses are deciding to design their own websites and are executing online advertising campaigns themselves, reducing the number of potential customers. There is a large number of companies that provide website templates that a business can purchase and alter easily, without the need to hire a web development company. While basic coding knowledge is needed to effectively customize a template and incorporate social media management and monitoring solutions to fit an individual business’s needs, many new businesses are choosing to use an existing template versus paying for a new website design.

Our Business

Description of Business

Kinetic Group Inc., a Nevada corporation, was formed under the laws of the State of Nevada on June 6, 2014.  Kinetic Group is a full service integrated digital marketing agency. The company offers a range of web services, including web marketing services, social media services, search engine management, custom web design and development,including customer relationship management (CRM) solutions. We build digital strategies that help brands have meaningful dialogues with their target audiences, whether it is a large segment of the population or one niche community.We provide consulting on a wide variety of issues, from the selection of domain name registrars and hosting providers, to the cost-efficient and effective marketing strategies.Whether our client needs to develop a social media presence strategy, create a new website, or to employ innovative online marketing techniques, we can provide services from across the digital marketing spectrum.

Our Integrated Digital Marketing Services

We plan to offer a wide variety of integrated digital marketing services to our clients. Our services will include web design and development, organic search engine optimization (Organic SEO), pay-per-click (PPC) management, content creation and marketing, e-mail and text message marketing and social media marketing.

Web Design and Development. 

We offer custom website design services,whether it is front-end design, or a full end-to-end web development project. Our management, as well as our freelance website design team, is composed of experienced web design and creation professionals and graphic designers who create customized websites tailored to the needs and goals of our customers. We engage, when necessary, additional designers and developers for each individual project as an addition to our management team.

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Organic Search Engine Optimization (Organic SEO).

Search results for websites that use organic SEO will grow, expand, and adapt over time in response to readers' desires. Although black hat SEO methods, such ashidden text, cloaking, and blog comment spam,may boost a website’s search engine page rank in the short term, these methods could also get the site banned from the search engines altogether.

Organic SEO can be achieved by:

• optimizing the web page with relevant content,
• spreading links pointing to the web site’s content, and
• incorporating metatags and other types of tag attributes.

Organic SEO methods mainly rely on the relevancy of the content they offer. Some of the benefits of organic SEO include:

• generating more clicks as the organically optimized sites offer relevant content related to the keywords searched for,
• building greater trust among the site’s users, and
• being cost-effective when compared to paid listings.

Pay-Per-Click (PPC) management.

Pay-per-click (PPC), also known as cost-per-click (CPC), is an internet advertising model used to direct traffic to websites, in which an advertiser pays a publisher (typically a website owner or a network of websites) whenever the ad is clicked on.Search engines, such as Google and Bing, allow businesses and individuals to buy listings in their search results. These listings appear above the non-paid organic search results. The search engine is then paid every time a user clicks on the sponsored listing.

Pay-per-click advertising can generate traffic right away. It is a simple strategy: spend enough on PPC advertisement and get top placement when people execute relevant searches. Potential customers will see the business first when executing a relevant search as it will appear at the top of the search results page. However, PPC advertising can run up costs extremely quickly. It is easy to get caught up in a bidding war over a particular keyword and end up spending far more than your potential return. ‘Ego-based’ bidding, where a business or a marketing agency decides they must be at the top of the results may cause the client to spend too much money. Another concern with PPC is that there is constant bid inflation, which raises the per-click cost for highly-searched phrases.

If a client has a short-term campaign for a new product, service, or special issue, pay-per-click can be a great way to generate buzz quickly. We can start a pay-per-click campaign within 24-48 hours, and the client can generally change the text of the advertisement at any time, allowing the client to adjust the advertisement’s message easily. If the client needs to focusbring potential customer attention to a new product or service for a finite amount of time, PPC is one of the effective optionsway to achieve this goal. We adopt best-practice PPC methods to ensure we get the most out of our client’s campaigns.

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Monetizing on PPC.Our clients may want to serve online advertisements on their website, or to implement a pay-per-click advertising campaign to advertise their goods and services on other websites and search engines. We plan to develop a range of services to address both publishers’ (websites that serve ads from ad networks) and advertisers’ needs. By purchasing a monthly subscription package, Kinetic Group’s clients will get custom designed advertisement campaigns which would allow our customers to manage their advertisements themselves, including scheduling and the duration of the advertisements, prioritization of the advertisements and implementation with online ad serving solutions such as Google DoubleClick for Publishers or Google Adwords. The biggest potential for impressions in pay-per-click advertising comes from efficient keyword selection. While popular keywords may be out of a customer’s price range, we can generate more affordable and efficiently targeted keywords as part of our service package. Based on our customers’ needs, we can create text-only or graphic banners and give our customers the ability to change the text in the advertisement at their discretion.

SMS Marketing

A solid SMS marketing strategy will help our client’s business stand out from the competition. As a low cost, high impact outreach tool, text message marketing will be simple to set up using our SMP, making it ideal for new and small businesses.

Social MediaBlogs

We help our clients build their customer base by helping them cultivate a strong online presence. Corporate blogs allow brands to engage with existing and potential customers, to improve their search engine rankings and to create a community of posters through the comments section. Currently, our directors provide blog design services. In addition, when a short-term project requires a specific set of skills, we engage freelance designers through online talent recruitment tools, such as www.upwork.com and LinkedIn. We also use freelance researchers, bloggers, and writers to research relevant news and information about our clients, industries and businesses. Our freelance writers then writecreate blog posts, tweets, and news comments that are posted on relevant social media and news websites. We customize the design, content and message to appeal to the target audience for our clients’ brand. Targeted blogging and social media posts allow our clients’ customers to engage with our clients in an organic way, which increases brand awareness. These activities can also help improve our customers’ search engine rankings. Our social media services include:

-       Social Media Strategy

-       Social Media Campaigns

-       Blogging

-       Visual Social Media Posts/Campaigns

-       Strategic Monitoring

-       Reporting and Analysis

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Monetizing on Blog Services.We offer blog design services for customers to use on their own websites and customization of blogs for various blogging applications such asWordpress,Blogger,TypePad, Tumblr, LiveJournal, and others.Blogging applications vary in terms of features that allow bloggers to customize the appearance and layout of their blogs with logos, specific fonts, designs, commenting platforms, and more.Different blogging platforms require varying amounts of technical skill and knowledge. While there are blogging application options that even the most technically-challenged people can navigate and use successfully, many of the blogging applications that provide advanced customization and features require technical knowledge. We charge customers a fee based on the scope of the blog design services:

Under $500 - Customizing a free or premium theme. This service would entail changing color palettes, inserting customer’s own images, changing fonts, moving widgets, and modifying the theme's CSS stylesheet to give it a more custom feel for less money than a complete custom blog design would cost. In addition, wecan also upload some plugins (for WordPress users), set up widgets, create a favicon, and add social media sharing icons as well as perform some other simple design tasks. However, there may be other sites that will look similar to these blogs simply because the structure of the theme is usually not altered.

$500 - $2,500 – A custom blog design. There is a vast amount of design modifications that blog designers can make to themes and templates beyond simple tweaks. That's why this price range for blog design is so wide. The amount charged will depend on how much customization our client requests. Upon completion of the projectfurther revisions or adding extra features will be charged at our hourly rate of $45.

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$2,500-$5,000 -At this price range, we can develop a highly customized premium theme or a site built from the ground up. Typically, the design will begin with an Adobe PhotoShop layout, which the designer will code to meet our customers’ specifications.

Social Media

Monetizing on Social Media Posts.We plan to develop a content and social media platform that allows customers, as part of its features, to post messages and blogs to their social media accounts simultaneously or at a scheduled date and time. This platform will fully automate customers’ social media posts and will allow customers to set up a convenient posting schedule in seconds. After creating an account a customer will use our dashboard to add all social media accounts, posts and blogs. Our monthly subscription packages will be based on the number of social accounts our customers use, the number of scheduled posts per social account and the number of social networks our customers will post on. We plan to offer separate packages for individuals and small businesses with a price range between $50 and $500 per month. 

Social media platforms are becoming more robust and dependent on graphic and video content. Engagement with customers through social media is more personal and direct, through platforms like Snapchat, Kik, Instagram, WeChat, Facebook, Periscope and others. Corporate involvement in social media requires more than posting corporate information. In order to get the most out of social media use, brands have to engage with users on their level by speaking their language. Familiarity with new language norms, viral memes, and trending topics is a must. As part of the subscription packages, our social media platform and add-on services will integrate advice and information on new trends directly on the platform website, in weekly newsletters and through periodic updates to our subscribers.

We plan to market our services and attract new clients using various marketing techniques, which we also offer to our clients as part of our services. We intend to run pay-per-click ads on Google AdWords, utilize blogs posting, e-mail marketing, etc. Currently, we have limited workforce and financial resources and are not able to take on labor-intensive projects. As a result, we do not plan to advertise our services on a large scale since it would be difficult to accommodate potential clients with our limited workforce and operating capital. We plan to start advertising campaigns upon completion of this offering. We cannot guarantee that we will be successful in our efforts to attract new customers and expand our operations. Failure to achieve a sustainable sales level will cause us to go out of business.

Plan of Operations

To date, we have focused on providing individualized services to clients on a contract basis. The average length of our contract is between one to two months. We do not have any contracts in place that have long-term ongoing commitments from clients.  Our plan over the next twelve months is to expand our client base, to develop a variety of subscription-based services that will allow us to generate a steady stream of revenue and to incorporate SMS marketing services into our current service offerings. In addition to our current services, we plan to develop subscription-based text messaging services to offer to our existing clients and to new customers starting in the first quarter of 2018. The scope of services offered will depend on the amount raised through this offering.

All costs indicated below are approximate and will be adjusted during implementation of a particular phase.Any amounts below not expended completely shall be held in reserve as working capital and will be subject to reallocation to other phase expenditures as required for ongoing operations. We may be required to raise additional capital in order to fully implement a particular phase of our business plan. 

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We have no assurance that future financing, such as equity financing, bank loans, or loans from our officers and directors, will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to implement our business plan and may be unable to continue, develop, or expand our operations.

Our plan for the next twelve-month period includes the following phases:

Phase I.      Search Engine Management Program (Organic SEM Program)

Period: May 2017 – September 2017;

Approximate cost: $7,500 (Minimum or Maximum Offering Proceeds received)

       Responsible Party: C.E.O.

Organic search engine optimization refers to the methods used to obtain a high placement (or ranking) on a search engine results page in unpaid, algorithm-driven results. Methods such as boosting keywords, back-linking, and writing high-quality content can all improve a site’s page rank.We plan to offer three-tier organic SEM program packages that will consist of a monthly website optimization program based on the number of webpages and service hours required.

Phase II.    Social Media and Content Management Platform

                  Period: July 2017 – December 2017;

                   Approximate cost: $8,500 (Minimum) - $75,000 (Maximum Offering Proceeds received)

                   Responsible Party: C.E.O., C.F.O.

We plan to develop a content management platform that will allow customers to implement social management and monitoring system linked to their websites. This platform will incorporate links to all relevant social media pages, such as Facebook, Twitter, LinkedIn, Pinterest and any other social networks or forums that is of interest to our clients. The management platform will allow our clients to assess their online communication behavior, including content, length of postings, and number of messages per target audience, frequency of communication, level of engagement, and target audience interest (positive/negative/neutral).

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Phase IV.   Recruitment 

                  Period: August 2017 – October 2017;

                   Approximate cost: $65,000 (50% Offering proceeds) - $130,000 (Maximum Offering  Proceeds received)

                   Responsible Party: C.E.O.,

Currently we rely on our freelance content creators and other professionals we hire for each specific project. If we raise the maximum amount, we plan to develop and offer the social media and content management program and SMS Marketing platform, as well as hire a full-time content creator and graphic designer. To date, we rely on our employees and directors who are focused on finding new clients, and maintaining and attempting to increase our business with existing clients. If we raise the maximum amount, we also plan to hire salespeople who will be compensated using a commission structure.  Commissions will vary on the amount of revenue generated and will be paid after operating expenses are deducted. 

All future hiring will be subject to financing and sufficient cash flow from operations. If we raise the minimum amount of proceeds from this offering, we may not be able to hire additional employees.

Patents, Trademarks and Licenses

We currently do not have any patents or trademarks. We are not party to any license, franchise, concession, or royalty agreements or any labor contracts except management consulting agreements with our officers (see Exhibits 10.1 and 10.2).

Consumer Protection Regulation

Advertising and promotional activities presented to visitors on our website or our clients’ websites will be subject to federal and state consumer protection laws that regulate unfair and deceptive advertising practices. We will also be subject to various other federal and state consumer protection laws.

The FTC and many state Attorneys General are applying federal and state consumer protection laws to advertising activities and require that the online collection, use and dissemination of data, including personal information, and the presentation of website content, comply with certain standards for notice, choice, security and access. Courts may also adopt these developing standards.

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In October 2009, the FTC adopted revised Guides Concerning the Use of Endorsements and Testimonials in Advertising. These Guides, which were last updated in 1980, became effective December 1, 2009. In addition to revising certain provisions regarding disclosures relating to endorsements and testimonials, the FTC clarified the Guides’ applicability to online and social media forums.

In 2013, the FTC also revised guidance applicable to online advertising known as the Dot Com Disclosures, which was originally released in 2000. The revised Guides, the revised Dot Com Disclosures, and a 2013 FTC workshop on “native advertising” (i.e., blending advertising content with other content) may be an indication that the FTC may apply increased scrutiny to the use of endorsements, testimonials, and other advertising content online and through traditional media. To the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Guides and we will otherwise endeavor to follow legal standards applicable to advertising.

Data Protection Regulations

With the recent increase in publicity regarding data breaches resulting in improper dissemination of consumer information, many states have passed laws regulating the actions that a business must take if it experiences a data breach, such as prompt disclosure to affected customers. Generally, these laws are limited to electronic data and make some exemptions for smaller breaches. Congress has also been considering similar federal legislation relating to data breaches. The FTC has also prosecuted some data breach cases as unfair and/or deceptive acts or practices under the Federal Trade Commission Act.

In addition to data breach notification laws, some states have enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information. These laws may apply directly to our business or indirectly by contract when we provide services to other companies. We intend to continue to comprehensively protect all consumer data and to comply with all applicable laws regarding the protection of this data.

CAN-SPAM Act

On January 1, 2004, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, became effective. The CAN-SPAM Act regulates commercial emails, provides a right on the part of the recipient to request the sender to stop sending messages, and establishes penalties for the sending of email messages that are intended to deceive the recipient as to source or content. Under the CAN-SPAM Act, senders of commercial emails (and other persons who initiate those emails) are required to make sure that those emails do not contain false or misleading transmission information. Commercial emails are required to include a valid return email address and other subject heading information so that the sender and the internet location from which the message has been sent are accurately identified.

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Research and Development Activities and Costs

We have not incurred any expenses and have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.

Compliance with Environmental Laws

There are no special environmental laws for offering marketing and advertising services on the internet.

Description of Property

Our principal executive offices are located at 8275 S. Eastern Avenue, Ste 200-17, Las Vegas, NV 89123 and our telephone number is (702) 724-2666.  Our primary website address is www.groupkinetic.com. We do not hold ownership or leasehold interest in any property and pay our office rent on a monthly basis.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Our executive officers and Directors and their respective ages as of the date of this Prospectus are as follows:

The directors will serve as directors until our the next annual shareholder meeting or until a successor is elected who accepts the position. The directors are elected for one-year terms. Officers hold their positions at the will of the Board of Directors, absent any employment agreement. There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of Kinetic Group affairs.

Yaroslav Startsev.  Mr.Startsev holds a diploma in power systems engineering from Novosibirsk State Technical University. After graduating in 2008, Mr. Startsev founded his company OOO Avangard (“Avangard”), where he is a director and C.E.O. Avangard is a provider ofservice and equipment solutions to the energy industry in North-Eastern region of Russia. While providing technical services to  energy companies, Mr. Startsev became involved in offeringservices related to website development, SEO and digital marketing to the company’s clients. While taking various professional courses, Mr. Startsev gained experience in web development and integrateddigital marketing.  None of his current and former clients is a parent, subsidiary or other affiliate of Kinetic Group Inc.

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EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers during the years ended September 30, 2016 and 2015.  

Summary Compensation Table

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 Committee

The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Director Independence

 The Board of Directors is currently composed of a two members. Yaroslav Startsev and Nikolai Kuzmin do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of the Company’s employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, the board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had the board of directors made these determinations, the board of directors would have reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities and relationships as they may relate to the Company and its management.

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(1) Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into transactions with our officers, Directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock or family members of these persons wherein the amount involved exceeds the lesser of $120,000 or one percent company's total assets at year end for the last completed fiscal year.

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SERVICES- The Consultant hereby agrees to provide consulting services (the "Consulting Services") to the Company and to act as President and Chief Executive Officer of the Company. The Consultant hereby accepts the following duties and responsibilities to the Company as part of Consulting Services:

CONSULTANT FEE- During the term of this Agreement, the Company shall pay the Consultant a consultant fee in consideration of the provision of the Consulting Services equal $500 US per month (the "Consultant Fee").

TERMINATION OF THE TERM- This Agreement may be terminated by either party with a sixty (60) days advance written notice to the other party.

Secretary, Treasurer and Chief Financial Officer.

On September 1, 2015 the Company entered into a Management Consultant Agreement with Nikolai Kuzmin, the Company’s Secretary, Treasurer and Chief Financial Officer on the following terms:

TERM-This agreement shall commence on September 1, 2015 and shall continue for a term of three years, subject to Article 4. This Agreement may be renewed or extended for any period as may be mutually agreed upon by the parties.

SERVICES- The Consultant hereby agrees to provide consulting services (the "Consulting Services") to the Company and to act as Secretary, Treasurer and Chief Financial Officer of the Company. The Consultant hereby accepts the following duties and responsibilities to the Company as part of Consulting Services:

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CONSULTANT FEE- During the term of this Agreement, the Company shall pay the Consultant a consultant fee in consideration of the provision of the Consulting Services equal $500 US per month (the "Consultant Fee").

TERMINATION OF THE TERM- This Agreement may be terminated by either party with a sixty (60) days advance written notice to the other party.

Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the years ended September 30, 2016 and 2015 were as follows:

 Accounts Payable – Related Parties

As of September 30, 2016 and 2015 the Company owed its directors and officers $13,000 and $1,000 respectively. These amounts represent unpaid consulting fees as of the end of the reporting period.

Common stock

In August 2015, the Company sold 2,750,000 shares of its common stock at par to its directors for $2,750 in cash.

We did not have any promoters besides our directors at any time during the past five fiscal years.

DESCRIPTION OF SECURITIES

Common Stock

The authorized capital stock of Kinetic Group Inc. consists of 75,000,000 common shares, $0.001 par value.  Holders of common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights.  The common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. 

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Each holder of common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote.  Since the shares of common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of Directors can elect all the Directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.

Dividend Policy

Holders of Kinetic Group common stock are entitled to dividends if declared by the Board of Directors out of funds legally available.

Kinetic Group does not anticipate the declaration or payment of any dividends in the foreseeable future.  We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of the Board of Directors and will be contingent upon future earnings, if any, Kinetic Group financial condition, capital requirements, general business conditions, and other factors.  Therefore, there can be no assurance that any dividends of any kind will ever be paid.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Re-sales of 20,000,000 shares of common stock registered in this Offering must either be registered or rely upon an exemption from registration.

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ANTI-TAKEOVER PROVISIONS

There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control.

LEGAL PROCEEDINGS

No officer, Director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.  We are not aware of any pending or threatened legal proceedings which involve Kinetic Group Inc.

During the past ten years, Mr. Startsev and Mr. Kuzmin have not been the subject of the following events:

1.     Any bankruptcy petition filed by or against any business of which Mr. Startsev or Mr. Kuzmin were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.  Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.  An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Startsev’s, or Mr. Kuzmin’s involvement in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act 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  is asserted by one of our  Directors, officers  or controlling persons in connection with the securities being registered, we will, unless in the  opinion  of our legal  counsel  the  matter has been  settled by controlling  precedent,  submit the question of whether such indemnification is against  public  policy to court of  appropriate  jurisdiction.  We will then be governed by the court's decision.

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ADDITIONAL INFORMATION

We have filed with the Commission a Registration Statement on Form S-1 under the 1933 Act with respect to the securities offered by this Prospectus.  This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, as permitted by the rules and regulations of the Commission. 

For further information with respect to us and the securities offered by this Prospectus, reference is made to the Registration Statement.  The Registration Statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. 

The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

REPORTS TO SECURITY HOLDERS

We have filed with the Commission a registration statement on Form S-1 under the 1933 Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the to the exhibits for a complete statement of their terms and conditions. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

Reports to Security Holders

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room or visiting the SEC’s Internet website at http://www.sec.gov.

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FINANCIAL STATEMENTS

KINETIC GROUP INC.

 For the Three Months Ended December 31, 2016 and 2015

(Unaudited)

Index to the Financial Statements

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