Current Report Filing (8-k)
October 10 2018 - 2:50PM
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 17, 2018
_______________________________________________________________
COSMOS
GROUP HOLDINGS INC.
(Exact name of registrant as specified in
its charter)
NEVADA
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000-55793
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22-3617931
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Rooms 1705-6, 17
th
Floor,
Tai Yau Building,
No. 181 Johnston Road
Wanchai, Hong Kong
(Address of principal executive offices)
(Zip Code)
+852 3643 1111
(Registrant’s telephone number, including area code)
_____________________________________________
(Former name or former address, if changed
since last report)
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 (
see
General Instruction A.2.below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement
On September 17, 2018,
we entered into the Agreement for Sale and Purchase of Shares in COSG International Holdings Limited, a British Virgin Islands
limited liability company (“COSG International”), pursuant to which we agreed to sell all of our interests in COSG
International to Lilun Gan, an unaffiliated third party, for cash consideration of Ten Thousand Dollars (US$10,000), which is the
stated value of COSG International. The sale consummated on September 30, 2018.
COSG International
was our wholly owned subsidiary and investment holding company that held all of the issued and outstanding securities of Foshan
Cosmos Xi Yue Car Rental Company Limited, a wholly foreign-owned enterprise incorporated in China (“WFOE”). We operated
our future car purchasing and investment vehicle leasing services and memberships through WFOE. The sale of our interests in COSG
International follows our prior termination of the Car Rental Collaboration Agreement with our former network partner and represents
the cessation of our future car purchasing and investment vehicle leasing services business. We intend to continue engaging in
the business of acquiring and managing memberships through our other operating subsidiaries.
The foregoing description
of the Agreement for Sale and Purchase of Shares in COSG International Holdings Limited (the “COSG International S&P
Agreement”) is qualified in its entirety by reference to the COSG International S&P Agreement, which is filed as Exhibit
10.1 to this Current Report and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in Item 1.01 above
is hereby incorporated herein.
Item 9.01 Financial Statements and 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 hereunto duly authorized.
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COSMOS GROUP HOLDINGS INC.
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Dated: October 10,
2018
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By:
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/s/ Koon Wing Cheung
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Koon Wing Cheung
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Chief Executive Officer
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