UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 2016
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 000-55796
Rito Group Corp.
(Exact name of registrant issuer as specified in its charter)
| Nevada | 47-3588502 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Room 19, 1/F, Block B, Hong Kong Industrial Centre,
489 Castle Peak Road, Lai Chi Kok, Hong Kong
(Address of principal executive offices, including zip code)
Registrant’s phone number, including area code(852) 2385-8598
Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer [ ] | Accelerated Filer [ ] | Non-accelerated Filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at November 10, 2016 | |
| Common Stock, $.0001 par value | 50,755,480 |
EXPLANATORY NOTE
Rito Group Corp., a Nevada corporation, (the “Company”), is making this Amendment No. 1 to its Quarterly Report Form 10-Q (“Amendment No. 1 to Form 10-Q”) for the quarterly period ended September 30, 2016, solely to correct a typographical error the Company made when the Company erroneously checked the “Yes” box on the cover of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (filed with the Securities and Exchange Commission on November 10, 2016), erroneously indicating that the Company was a shell company.
In checking the box that the Company is not a shell company in this Amendment No. 1 to Form 10-Q, the Company confirms that it had both assets and operations during the quarterly period ended September 30, 2016, and was not a shell company (as defined in Rule 405 of the Securities Act of 1933, as amended, and in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).
This Amendment No. 1 to Form 10-Q does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
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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. | ||
| (Name of Registrant) | ||
| Date: June 21, 2017 | ||
| By: | /s/ Choi Tak Yin Addy | |
| Title: | Chief Executive Officer, President, Director (Principal Executive Officer) | |
| Date: June 21, 2017 | ||
| By: | /s/ Choy Wing Fai | |
| Title: | Chief Financial Officer, Chief Accounting Officer, Treasurer and Director | |
| (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: June 21, 2017 | ||
| By: | /s/ Or Ka Ming | |
| Title: | Chief Operating Officer, Secretary, Director | |
| Date: June 21, 2017 | ||
| By: | /s/ Kao Pun Yiu Philip | |
| Title: | Chief Technical Officer, Director | |
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