Current Report Filing (8-k)
March 29 2018 - 11:44AM
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):
March 26, 2018
Commission file number 000-55796
Rito Group
Corp.
(Exact name of registrant as specified in its
charter)
Nevada
(State or Other Jurisdiction of Incorporation
or Organization)
47-3588502
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5960
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(IRS Employer
Identification Number)
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(Primary Standard Industrial
Classification Code Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 3.02.
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Unregistered Sales of Equity Securities.
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On March 26, 2018,
Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,000 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 Au Yang Wai Mui, Felice (the “investor”), pursuant to the Subscription Agreements
dated as of March 26, 2018 between the Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000
in proceeds went directly to the Company as working capital.
On March 28, 2018,
the Company completed the issuance and sale of an aggregate of 10,000 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 Jok Sai Tat Joe (the “investor”), pursuant to the Subscription Agreements dated as of March 28, 2018 between the
Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000 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
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Financial Statements And Exhibits
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(a)
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Financial Statements of Business Acquired.
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Not applicable
(b)
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Pro Forma Financial Information.
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Not applicable
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: March 29, 2018
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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 and Director
(Principal Executive Officer)
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Date: March 29, 2018
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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 (Principal Financial Officer and Principal Accounting Officer)
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Date: March 29, 2018
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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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Date: March 29, 2018
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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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