UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2016
 
Or
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________________to ____________________
 
333-194748
Commission file number
 
HotApp International Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
45-4742558
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
4800 Montgomery Lane, Suite 210 Bethesda MD
 
20814
(Address of principal executive offices)
 
(Zip Code)
 
301-971-3940
Registrant’s telephone number, including area code
 
Securities registered under Section 12(b) of the Exchange Act: None
 
Securities registered under Section 12(g) of the Exchange Act: None  
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☑
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☑ No ☐
 
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.  
Yes ☑ No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☐
 
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained herein, and will not be contained, to the best of registrant’s knowledge, in definite proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
 
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
☒
 
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
 
State the aggregate market value of voting and non-voting common equity held by non-affiliates computer by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter . The Company’s common stock did not trade during the year ended December 31, 2016; as of June 30, 2016, 108,000 shares were held by non-affiliates, which had been sold to such non-affiliates for total proceeds of $5,400.
 
Indicate the number of shares outstanding of each the registrant’s classes of common stock, as of the latest practicable date. As of April 14, 2017, there were 5,909,687 shares outstanding of the registrant’s common stock $0.001 par value.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None


 
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EXPLANATORY PARAGRAPH
 
This Amendment No. 1 on Form 10-K/A hereby amends the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which the registrant filed with the Securities and Exchange Commission on April 14, 2017 (the “Original 10-K”). This amendment is being filed solely in order to correct Exhibits 31.1 and 31.2 to the Original 10-K, each of which inadvertently omitted certain required information. As no modifications to the Original 10-K are necessary other than amending and restating Exhibits 31.1 and 31.2, the registrant is only amending and restating each of Exhibits 31.1 and 31.2. No other modification or update is otherwise being made to any other disclosure or exhibits to the Original 10-K. This Amendment No. 1 should be read in conjunction with the Original 10-K. Please note that all of the information contained on the cover page of this Amendment No. 1 is as of the date of filing the Original 10-K, and has not been updated for purposes of the filing of this Amendment No. 1.
 
 
 
 
 
 
 
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PART IV
 
Item 15.    
Exhibits, Financial Statement Schedules
 
(a)(3)            
Exhibits
 
The following exhibits are included herewith:
 
Exhibit Number  
 
Description
 
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
HOTAPP INTERNATIONAL INC
 
 
 
 
 
 
 
 
 
Date: November 1, 2017
By:
/s/ Lum Kan Fai
 
 
 
Lum Kan Fai
 
 
 
Chief Executive Officer 
 
 
 
 
 
 
Date: November 1, 2017
By:
/s/ Lui Wai Leung
 
 
 
Lui Wai Leung
 
 
 
Chief Financial Officer
 
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
/s/ Lum Kan Fai
 
Chief Executive Officer and Director
 
November 1, 2017
Lum Kan Fai
 
 (Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Lui Wai Leung
 
Chief Financial Officer
 
November 1, 2017
Lui Wai Leung
 
 (Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
/s/ Chan Heng Fai
 
Chairman of the Board
 
November 1, 2017
Chan Heng Fai 
 
 
 
 
 
 
 
 
 
/s/ Conn Flanigan
 
Secretary and Director
 
November 1, 2017
Conn Flanigan
 
 
 
 
 
 
 
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