Current Report Filing (8-k)
March 22 2019 - 11:14AM
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 22, 2019
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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Flat
6C, 4/F, Block C, Hong Kong Industrial Centre,
489-491
Castle Peak Road,
Hong
Kong
(852)
2370 0288
(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 18,2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2.00 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 Chan Koon Long (the “Investor A”), pursuant to the
Subscription Agreements dated as of March 18, 2019 between the Company and the Investor A. 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 20,2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2.00 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 Ng Ying Ping (the “Investor B”), pursuant to the
Subscription Agreements dated as of March 20, 2019 between the Company and the Investor B. 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 20,2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 15,000 shares at
a price of $2.00 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 Lo Sin Yung Agnes (the “Investor C”), pursuant to
the Subscription Agreements dated as of March 20, 2019 between the Company and the Investor C. The net proceeds to the Company
amounted to $30,000. The $30,000 in proceeds went directly to the Company as working capital.
On
March 20,2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,705 shares at
a price of $2.00 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 Hau Yuen Ping Tany (the “Investor D”), pursuant to
the Subscription Agreements dated as of March 20, 2019 between the Company and the Investor D. The net proceeds to the Company
amounted to $21,410. The $21,410 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)
Financial Statements of Business Acquired.
Not
applicable
(b)
Pro Forma Financial Information.
Not
applicable
(d)
Exhibits.
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 22, 2019
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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 22, 2019
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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 22, 2019
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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 22, 2019
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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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