Current Report Filing (8-k)
January 19 2017 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to
Section
13
OR
15(d)
of
the
Securities
Exchange
Act
of
1934
Date
of Report (Date of earliest event reported): December 19, 2016
Commission
file
number
333-206319
Rito
Group Corp.
(Exact
name
of
registrant
as
specified
in
its
charter)
Nevada
(State
or
Other
Jurisdiction
of
Incorporation
or
Organization)
47-3588502
|
|
5960
|
(IRS
Employer
Identification
Number)
|
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
Room
6C, 4/F, Block C, Hong Kong Industrial Centre,
489
Castle Peak Road,
Lai
Chi Kok, Hong Kong
(852)
2385 8598
(Address
&
telephone
number
of
principal
executive
offices)
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))
|
Item
3.02. Unregistered Sales of Equity Securities.
On
December 19, 2016, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 60,000 shares
at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) in a private placement to Ms. Zhang Hong, Ms. Deng Shu Jun, Ms. Chan Siok Ling Shirley
and Ms. Huang Qiao Fang. (Collectively, the “investors”), pursuant to the Subscription Agreements dated as of December
1, 2016 between the Company and the investors. The net proceeds to the Company amounted to $90,000. The $90,000 in proceeds went
directly to the Company as working capital.
The
shares sold in the private placement were issued in reliance on an exemption from registration under Section 4(a)(2) and/or Regulation
S of the Securities Act of 1933, as amended (“Regulation S”). The bases for the availability of this exemption include
the facts that the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation
S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor,
any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Item
9.01
|
Financial
Statements And Exhibits
|
|
|
(a)
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Financial
Statements of Business Acquired.
|
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Not applicable
|
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(b)
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Pro
Forma Financial Information.
|
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Not applicable
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(d)
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Exhibits.
|
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Exhibit
No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
Form
of Subscription Agreement dated as of December 1, 2016
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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.
|
RITO
GROUP CORP.
|
|
|
|
(Name
of Registrant)
|
|
|
|
Date:
January 19, 2017
|
By
:
|
/s/
Choi Tak Yin Addy
|
|
Title:
|
Chief
Executive Officer, President and Director
(Principal Executive Officer)
|
|
|
|
Date:
January 19, 2017
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By:
|
/s/
Choy Wing Fai
|
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Title:
|
Chief
Financial Officer, Chief Accounting Officer, Treasurer and Director (Principal Financial Officer
and Principal Accounting
Officer)
|
|
|
|
Date:
January 19, 2017
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By:
|
/s/
Kao Pun Yiu Philip
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Title:
|
Chief
Technical Officer, Director
|
|
|
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Date:
January 19, 2017
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By:
|
/s/
Or Ka Ming
|
|
Title:
|
Chief
Operating Officer, Secretary, Director
|
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