Current Report Filing (8-k)
December 27 2017 - 8:13AM
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): December 27, 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
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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
December 27, 2017, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 20,000 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 Lui Tin Shing(the “investor”), pursuant to the Subscription
Agreements dated as of December 27, 2017 between the Company and the investor. The net proceeds to the Company amounted to $30,000.
The $30,000 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:
December 27, 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:
December 27, 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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Date:
December 27, 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:
December 27, 2017
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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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