Amended Quarterly Report (10-q/a)
June 21 2017 - 10:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended December 31, 2016
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________
Commission
File Number 000-55796
Rito
Group Corp.
(Exact
name of registrant issuer as specified in its charter)
Nevada
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47-3588502
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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Room
6C, 4/F, Block C, Hong Kong Industrial Centre,
489
Castle Peak Road, Lai Chi Kok, Hong Kong
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code
(852) 2385-8598
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES
[X] NO [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section232.405 of this chapter) during the
preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES
[ ] NO [X]
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 Rule12b-2 of the Exchange Act. (Check one):
Large
Accelerated Filer [ ]
|
Accelerated
Filer [ ]
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Non-accelerated
Filer [ ]
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Smaller
reporting company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
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Outstanding
at February 13, 2017
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Common
Stock, $.0001 par value
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54,565,956
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EXPLANATORY
NOTE
Rito
Group Corp., a Nevada corporation, (the “Company”), is making this Amendment No. 1 to its Quarterly Report Form 10-Q
(“Amendment No. 1 to Form 10-Q”) for the quarterly period ended December 31, 2016, solely to correct a typographical
error the Company made when the Company erroneously checked the “Yes” box on the cover of its Quarterly Report on
Form 10-Q for the quarter ended December 31, 2016 (filed with the Securities and Exchange Commission on February 14, 2017), erroneously
indicating that the Company was a shell company.
In
checking the box that the Company is not a shell company in this Amendment No. 1 to Form 10-Q, the Company confirms that it had
both assets and operations during the quarterly period ended December 31, 2016, and was not a shell company (as defined in Rule
405 of the Securities Act of 1933, as amended, and in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).
This
Amendment No. 1 to Form 10-Q does not reflect events that may have occurred subsequent to the original filing date and does not
modify or update in any way disclosures made in the original Form 10-Q.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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RITO
GROUP CORP.
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(Name
of Registrant)
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Date:
June 21, 2017
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By:
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/s/
Choi Tak Yin Addy
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Title:
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Chief
Executive Officer, President, Director
(Principal Executive Officer)
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Date:
June 21, 2017
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By:
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/s/
Choy Wing Fai
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Title:
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Chief
Financial Officer, Chief Accounting Officer,
Treasurer and Director
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(Principal
Financial Officer and Principal Accounting Officer)
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Date:
June 21, 2017
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By:
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/s/
Or Ka Ming
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Title:
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Chief
Operating Officer, Secretary, Director
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Date:
June 21, 2017
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By:
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/s/
Kao Pun Yiu Philip
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Title:
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Chief
Technical Officer, Director
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