Current Report Filing (8-k)
September 15 2017 - 11:16AM
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): September 14, 2017
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
|
|
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:
|
[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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. Unregistered Sales of Equity Securities.
On
September 14, 2017, 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 Siu Wan Sheung (the “investor”), pursuant to the
Subscription Agreements dated as of September 14, 2017 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)
|
Financial
Statements of Business Acquired.
|
Not
applicable
(b)
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Pro
Forma Financial Information.
|
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.
|
RITO
GROUP CORP.
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|
|
|
(Name
of Registrant)
|
|
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Date:
September 15, 2017
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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:
September 15, 2017
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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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|
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Date:
September 15, 2017
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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:
September 15, 2017
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By:
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/s/
Or Ka Ming
|
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Title:
|
Chief
Operating Officer, Secretary, Director
|
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