Amended Current Report Filing (8-k/a)
May 14 2019 - 1:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 13, 2019
VELT INTERNATIONAL GROUP INC.
(Exact name of registrant as specified
in its charter)
Nevada
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000-56020
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27-5159463
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(State or other jurisdiction of
incorporation or organization)
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Commission file number
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(IRS Employer
Identification No.)
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273 E. Hillcrest Drive
Thousand Oaks, CA 91360
(323) 713-3244
(Address, including zip code, and telephone
number, including area code,
of registrant’s principal executive offices)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par value $0.001 per share
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VIGC
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OTC Markets Group
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EXPLANATORY NOTE
On May 13, 2019, Velt International Group Inc. (the “Company”)
executed an Amendment to the January 24, 2019 Acquisition Agreement with THF International (Hong Kong) Ltd.(“THF”)
(the “Amendment”), wherein the Company agreed to acquire only 85% of THF and reduce the purchase price to 6,800,000
shares from 8,000,000 shares. Therefore, 1,200,000 shares will be returned to the Company’s authorized but not-outstanding
status. This Amendment No.1 to Form 8-K amends the prior Form 8-K to include the Amendment to Acquisition Agreement as an exhibit.
Except as described above and below, all other information in
the Original 8-K remains unchanged.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed
as an exhibit to this report and is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01
B. of this report is incorporated by reference into this Item 3.02. The issuance of the 6,800,000 shares and of Common
Stock pursuant to the Amendment was made in reliance on the exemption from registration afforded under Section 4(2), of the Securities
Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such offer and
sale was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon
by the Purchaser in connection with the issuance by the Company of the Shares.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
* Previously filed on January 31, 2019
on Form 8-K.
SIGNATURE
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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VELT INTERNATIONAL GROUP INC.
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Dated: May 14, 2019
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By:
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/s/ Ali Kasa
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Ali Kasa
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President
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