Current Report Filing (8-k)
April 20 2018 - 10:44AM
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): April 20, 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
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(Primary
Standard Industrial
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Identification
Number)
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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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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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
April 17, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 30,000
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 Lam Mei Yi Olive and Tsang Pui Ming (the “investors”),
pursuant to the Subscription Agreements dated as of April 17, 2018 between the Company and the investors. Lam Mei Yi Olive purchased
20,000 shares, while Tsang Pui Ming purchased 10,000 shares. The net proceeds to the Company amounted to $45,000. The $45,000
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:
April 20, 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:
April 20, 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:
April 20, 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:
April 20, 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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