10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[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 333-206319

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 [X] No [  ]

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

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and June 30, 2016(audited)	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2016 and 2015 (unaudited)	F-2
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2016 and 2015 (unaudited)	F-3
	Notes to the Condensed Consolidated Financial Statements	F-4 – F-8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-4
ITEM 3.	QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	4
ITEM 4.	CONTROLS AND PROCEDURES	4
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	5
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5
SIGNATURES		6

2

PART I — FINANCIAL INFORMATION

Item 1. Financial statements

RITO GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2016 AND JUNE 30, 2016

(Currency expressed in United States Dollars (“US$”))

	As of
	September 30, 2016		June 30, 2016
	(Unaudited)		(Audited)
ASSETS
Current assets:
Subscriptions receivable	$	-	$	30,000
Accounts receivable		14,315		-
Prepayments, deposits and other receivables		13,750		13,750
Cash and cash equivalents		302,090		449,328
TOTAL ASSETS	$	330,155	$	493,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,661	$	5,044
Other payables and accrued liabilities		65,168		43,881
Total current liabilities		69,829		48,925
Non-current liabilities
Convertible notes payable		954,887		937,126
TOTAL LIABILITIES	$	1,024,716	$	986,051
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-		-
Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 50,755,480 and 50,712,880 shares issued and outstanding as of September 30, 2016 and June 30, 2016, respectively		5,076		5,071
Additional paid-in capital		500,644		436,749
Accumulated other comprehensive income		19		19
Accumulated deficit		(1,200,300)		(934,812)
TOTAL STOCKHOLDERS’ DEFICIT	$	(694,561)	$	(492,973)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	330,155	$	493,078

See accompanying notes to the condensed consolidated financial statements.

F-1

RITO GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Three Months Ended September 30,
	2016		2015
REVENUE
Related party	$	-	$	788
Non-related party		14,315		4,813
		14,315		5,601
COST OF REVENUE		(13,533)		(2,491)
GROSS PROFIT		782		3,110
OPERATING EXPENSES
General and administrative		(247,468)		(170,290)
LOSS FROM OPERATIONS		(246,686)		(167,180)
Interest expense		(18,802)		(3,811)
LOSS BEFORE INCOME TAX		(265,488)		(170,991)
Income tax expense		-		-
NET LOSS		(265,488)		(170,991)
Other comprehensive loss
Foreign currency translation loss		-		-
COMPREHENSIVE LOSS		(265,488)		(170,991)
Net loss per share - Basic and diluted	$	(0.01)	$	(0.00)
Weighted average number of common shares outstanding - Basic and diluted		50,742,334		50,520,000

See accompanying notes to the condensed consolidated financial statements.

F-2

RITO GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Three Months Ended September 30,
	2016		2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(265,488)	$	(170,991)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		-		1,443
Interest expenses		18,802		3,811
Changes in operating assets and liabilities:
Subscriptions receivable		30,000		-
Accounts receivable		(14,315)		(551)
Prepayments, deposits and other receivables		-		(1,583)
Accounts payable		(383)		4,660
Other payables and accrued liabilities		21,287		47,531
Net cash used in operating activities		(210,097)		(115,680)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of tangible assets		-		(11,987)
Net cash used in investing activities		-		(11,987)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares in IPO		63,900		-
Interest paid for convertible notes		(1,041)		-
Proceeds from convertible notes payable		-		435,381
Advances from directors		-		20,480
Advances from a related company		-		5,239
Net cash provided by financing activities		62,859		461,100
Effect of exchange rate changes on cash and cash equivalents		-		-
Net change in cash and cash equivalents		(147,238)		333,442
Cash and cash equivalents, beginning of period		449,328		70,778
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	302,090	$	404,220
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-	$	-
Cash paid for interest paid	$	1,041	$	-

See accompanying notes to the condensed consolidated financial statements.

F-3

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 1 - BASIS OF PREPARATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management, the consolidated balance sheet as of June 30, 2016 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the three months ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2017 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND

Rito Group Corp. (the “Company”) was incorporated on March 24, 2015 under the laws of the state of Nevada.

The Company, through its subsidiaries, mainly engages in trading of retail goods such as cookware, jewelry and watches, and numerous other products.

Details of the Company’s subsidiaries:

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities
1.	Sino Union International Limited (“Sino Union”)	Anguilla January 3, 2014	84,500 shares of ordinary share of US$1 each	Investment holding
2.	Rito International Enterprise Company Limited (“Rito International”)	Hong Kong August 12, 2014	630,001 shares of ordinary share of HK$1 each	Trading of retail goods

Rito Group Corp. and its subsidiaries are hereinafter referred to as the “Company”.

NOTE 3 - GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of September 30, 2016, the Company suffered an accumulated deficit of $1,200,300 and continuously incurred a net operating loss of $265,488 for the three months ended September 30, 2016. The continuation of the Company as a going concern through June 30, 2017 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

● Basis of presentation

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

● Basis of consolidation

The condensed consolidated financial statements include the accounts of Rito Group Corp. and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

● Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

F-4

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

● Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

● Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

● Subscriptions receivable

For the three months ended September 30, 2016, the Company received $30,000 share subscriptions receivable from a shareholder. There was no subscriptions receivable as of September 30, 2016.

● Revenue recognition

In accordance with the Accounting Standard Codification (“ASC”) Topic 605 “Revenue Recognition”, the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue from trading of retail goods is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

The Company derives its revenue from sales of goods to individuals. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer.

● Cost of revenues

Cost of revenue includes the purchase cost of retail goods for re-sale to the customers.

● Income taxes

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results of operations for the three months ended September 30, 2016. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

● Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

● Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

F-5

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

The reporting currency of the Company and its subsidiary in Anguilla is United States Dollars (“US$”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the three months ended September 30,
	2016		2015
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

● Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

● Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, prepayments, deposits and other receivables, accounts payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

● Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE 5 - SHAREHOLDERS’ EQUITY

For the three months ended September 30, 2016, the Company issued an aggregate of 42,600 shares of its common stock at $1.5 per share for aggregate gross proceeds of $63,900 for initial public offering.

As of September 30, 2016 and June 30, 2016, the Company has a total of 50,755,480 and 50,712,880 shares, respectively of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

As of September 30, 2016, the Company issued convertible promissory notes (collectively the “Convertible Notes”) to investors in an aggregated principal and accrued interest of $888,410 and $66,477, respectively. The Convertible Notes bear interest at a rate of 8% per annum with a maturity of two years, due in 2017& 2018. The principal and accrued interest are payable in a lump sum at the maturity. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.25 per share at the note holders’ sole and exclusive option.

For the three months ended September 30, 2016 and 2015, the accrued interest expense of $18,802 and $0, respectively are recognized in the condensed consolidated statements of operations. The Company paid interest of $1,041 to convertible notes holders during the three months ended September 30, 2016.

F-6

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 7 - INCOME TAXES

For the three months ended September 30, 2016 and 2015, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the three months ended September 30,
	2016		2015
Tax jurisdictions from:
– Local	$	(26,344)	$	(5,408)
– Foreign, representing
Anguilla		(1,055)		(32,186)
Hong Kong		(238,089)		(133,397)
Loss before income taxes		(265,488)		(170,991)

Provision for income taxes consisted of the following:

		For the three months ended September 30,
		2016		2015
Current:
– Local	$	-	$	-
– Foreign (Hong Kong)		-		-
Deferred:
– Local		-		-
– Foreign (Hong Kong)		-		-
	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Anguilla and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2016, the operations in the United States of America incurred $98,827 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2035, if unutilized. The Company has provided for a full valuation allowance of $34,589 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Anguilla

Under the current laws of the Anguilla, Sino Union is registered as an international business company which is governed by the International Business Companies Act of Anguilla and there is no income tax charged in Anguilla.

Hong Kong

Rito International is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. For the three months ended September 30, 2016, no provision for income tax is required due to operating loss incurred. As of September 30, 2016, Rito International incurred $1,012,307 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $167,031 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2016 and June 30, 2016:

	As of
	September 30, 2016		June 30, 2016
			(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	34,589	$	25,369
– Hong Kong		154,790		115,505
		189,379		140,874
Less: valuation allowance		(189,379)		(140,874)
Deferred tax assets	$	-	$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $189,379 as of September 30, 2016. During the three months ended September 30, 2016, the valuation allowance increased by $48,505, primarily relating to net operating loss carryforwards from the various tax regime.

F-7

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 8 - RELATED PARTY TRANSACTIONS

	For the three months ended September 30,
	2016		2015
Revenue generated from:
- Related party A	$	-	$	788
Professional fee paid to:
- Related party B	$	4,510	$	2,600
- Related party C		703		31,000
Website design and maintenance fee paid to:
- Related party D		588		11,432
	$	5,801	$	45,032

Related party A is the director of the holding company of a corporate shareholder of the Company.

Related party B, C and D are the fellow subsidiaries of a corporate shareholder of the Company.

The related party transactions are generally transacted in an arm-length basis at the current market value in the normal course of business.

NOTE 9 - CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended September 30, 2016, there was one customer who accounted for 100% of the Company’s revenues with accounts receivable balance of $14,315 at period-end.

For the three months ended September 30, 2015, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

	For the three months ended September 30, 2015				As of September 30, 2015
	Revenue		Percentage of revenue		Accounts receivable
Customer A	$	1,290		23%	$	-
Customer B		1,290		23%		-
Customer C, related party		788		14%		788
Total:	$	3,368		60%	$	788

(b) Major vendors

For the three months ended September 30, 2016, there was one vendor who accounted for 100% of the Company’s cost of revenues with no accounts payable balance at period-end.

For the three months ended September 30, 2015, there was one vendor who accounted for 100% of the Company’s cost of revenues with accounts payable balance of $4,570 at period-end.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company leases an office premises in Hong Kong under a non-cancellable operating lease that expire on June 2018, with an aggregate fixed monthly rent of approximately $1,290. Total rent expense for the three months ended September 30, 2016 and 2015 were $3,871 and $10,363 respectively.

As of September 30, 2016, the Company has the aggregate future minimum rental payments due under a non-cancellable operating lease in the next two years, as follows:

Period ending September 30:
2017	$	15,484
2018		11,613
	$	27,097

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2016 up through the date was the Company presented this condensed financial statements. During the period, the Company did not have any material recognizable subsequent events.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended June 30, 2016 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.“These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.6, dated April 18, 2016, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

Rito Group Corp.(the “Company” or “Rito”) was incorporated under the laws of the State of Nevada on March 24, 2015. Rito Group Corp is a company that operates through its wholly owned subsidiary, Sino Union International Limited, a Company organized under the laws of the British Colony, Anguilla. It should be noted that the wholly owned subsidiary, Sino Union International Ltd. owns 100% of Rito International Enterprise Company Limited, a Hong Kong Company.

At this time we operate exclusively through our wholly owned subsidiary and share the same business plan of our subsidiary which is the sale of miscellaneous retail goods. To date the goods sold have been sold through the individual efforts of our management by selling to personal contacts, and the sales have consisted of stainless steel and crystal accessories from Steela + Steelo as well as cookware from Malox. Sino Union International Limited also shares the same business plan of Rito International Enterprise Company Limited.

The future business of Rito is the development of “Rito Online mall” which will provide a platform for merchants and customers to facilitate transactions and take advantage of the growth opportunity we have identified in Hong Kong’s E-Commerce Industry. The Rito Online Mall has not yet been developed and is not operational at this time.

Results of Operation

For the three months ended September 30, 2016 and 2015

Revenues

For the three months ended September 30, 2016, the Company generated revenue in the amount of $14,315 while for the three months ended September 30, 2015, the Company generated revenues in the amount of $5,601. Our gross profits for the three months ended September 30, 2016 was $782 while for the three months ended September 30, 2015 was $3,110. The increase in revenue is due to a larger size of sales order from a customer. The decrease in gross profit is due to increasing cost of sales. We believe that in order to attract more customers in the future we must increase our marketing efforts and or develop new products.

General and administrative expenses

For the three months ended September 30, 2016 we have had general and administrative expenses in the amount of $247,468 while for the three months ended September 30, 2015 we have had general and administrative expenses in the amount of $170,290. These expenses are comprised of information technology development expenses of $125,627, marketing expenses of $55,772 and advertising and promotion of $18,948.

Net loss

Our net loss for the three months ended September 30, 2016 was $265,488 while our net loss for the three months ended September 30, 2015 was $170,991. The net loss mainly derived from the general and administrative expenses incurred.

Liquidity and Capital Resources

Cash Used In Operating Activities

Net cash used in operating activities was $210,097 for the three months ended September 30, 2016 as compared to net cash used in operating activities of $115,680 for the three months ended September 30, 2015. The cash used in operating activities were a result of our net loss attributable to information technology development expenses, marketing expenses and advertising and promotion.

Cash Used In Investing Activities

Net cash used in investing activities was $0 and $11,987 for the three months ended September 30, 2016 and 2015 respectively. The cash used in investing activities for the three months ended September 30, 2015 was resulted from the purchase of plant and equipment.

3

Cash Provided by Financing Activities

Net cash provided by financing activities were $62,859 and $461,100 for the three months ended September 30, 2016 and 2015 respectively. The cash provided by financing activities was contributed from the aggregate proceeds of $63,900 from the issuance of shares in initial public offering for the three months ended September 30, 2016 and offset by the paid interest of $1,041 on convertible notes.

There were no advances from directors for the three months ended September 30, 2016 while the total advances from directors and a related company amounted to $25,719 for the three months ended September 30, 2015.

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since 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.

Going Concern

As of September 30, 2016, the Company suffered an accumulated deficit of $1,200,300 and incurred a continuous net operating loss of $265,488 for the three months ended September 30, 2016. These matters raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements included elsewhere in this report have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2016.

Item 3 Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2016, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2016, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control Over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending September 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

31.1	Rule 13(a)-14(a) / 15(d)-14(a) Certification of principal executive office
31.2	Rule 13(a)-14(a) / 15(d)-14(a) Certification of principal financial officer
32.1	Section 1350 Certification of principal executive officer
32.2	Section 1350 Certification of principal financial officer

5

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: November 10, 2016
	By:	/s/ Choi Tak Yin Addy
	Title:	Chief Executive Officer, President, Director (Principal Executive Officer)
Date: November 10, 2016
	By:	/s/ Choy Wing Fai
	Title:	Chief Financial Officer, Chief Accounting Officer, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)
Date: November 10, 2016
	By:	/s/ OrKa Ming
	Title:	Chief Operating Officer, Secretary, Director
Date: November 10, 2016
	By:	/s/ Kao Pun Yiu Philip
	Title:	Chief Technical Officer, Director

6

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, CHOI TAK YIN ADDY, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rito Group Corp. (the “Company”) for the quarter ended September 30, 2016;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2016	By:	/s/ Choi Tak Yin Addy
		Choi Tak Yin Addy
		Chief Executive Officer, President, Director
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, CHOY WING FAI, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rito Group Corp. (the “Company”) for the quarter ended September 30, 2016;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2016	By:	/s/ Choy Wing Fai
		Choy Wing Fai
		Chief Financial Officer, Chief Accounting Officer, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rito Group Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 10, 2016	By:	/s/ Choi Tak Yin Addy
		Choi Tak Yin Addy
		Chief Executive Officer, President, Director
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rito Group Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 10, 2016	By:	/s/ Choy Wing Fai
		Choy Wing Fai
		Chief Financial Officer, Chief Accounting Officer, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document And Entity Information
Entity Registrant Name	Rito Group Corp.
Entity Central Index Key	0001646576
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		50,755,480
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Jun. 30, 2016
Current assets:
Subscriptions receivable		$ 30,000
Accounts receivable	14,315
Prepayments, deposits and other receivables	13,750	13,750
Cash and cash equivalents	302,090	449,328
TOTAL ASSETS	330,155	493,078
Current liabilities
Accounts payable	4,661	5,044
Other payables and accrued liabilities	65,168	43,881
Total current liabilities	69,829	48,925
Non-current liabilities
Convertible notes payable	954,887	937,126
TOTAL LIABILITIES	1,024,716	986,051
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding
Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 50,755,480 and 50,712,880 shares issued and outstanding as of September 30, 2016 and June 30, 2016, respectively	5,076	5,071
Additional paid-in capital	500,644	436,749
Accumulated other comprehensive income	19	19
Accumulated deficit	(1,200,300)	(934,812)
TOTAL STOCKHOLDERS’ DEFICIT	(694,561)	(492,973)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 330,155	$ 493,078

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Jun. 30, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	50,755,480	50,712,880
Common stock, shares outstanding	50,755,480	50,712,880

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
REVENUE
Related party		$ 788
Non-related party	14,315	4,813
REVENUE, TOTAL	14,315	5,601
COST OF REVENUE	(13,533)	(2,491)
GROSS PROFIT	782	3,110
OPERATING EXPENSES
General and administrative	(247,468)	(170,290)
LOSS FROM OPERATIONS	(246,686)	(167,180)
Interest expense	(18,802)	(3,811)
LOSS BEFORE INCOME TAX	(265,488)	(170,991)
Income tax expense
NET LOSS	(265,488)	(170,991)
Other comprehensive loss
Foreign currency translation loss
COMPREHENSIVE LOSS	$ (265,488)	$ (170,991)
Net loss per share - Basic and diluted	$ (0.01)	$ 0.00
Weighted average number of common shares outstanding - Basic and diluted	50,742,334	50,520,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (265,488)	$ (170,991)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		1,443
Interest expenses	18,802	3,811
Changes in operating assets and liabilities:
Subscriptions receivable	30,000
Accounts receivable	(14,315)	(551)
Prepayments, deposits and other receivables		(1,583)
Accounts payable	(383)	4,660
Other payables and accrued liabilities	21,287	47,531
Net cash used in operating activities	(210,097)	(115,680)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of tangible assets		(11,987)
Net cash used in investing activities		(11,987)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares in IPO	63,900
Interest paid for convertible notes	(1,041)
Proceeds from convertible notes payable		435,381
Advances from directors		20,480
Advances from a related company		5,239
Net cash provided by financing activities	62,859	461,100
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents	(147,238)	333,442
Cash and cash equivalents, beginning of period	449,328	70,778
CASH AND CASH EQUIVALENTS, END OF PERIOD	302,090	404,220
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes
Cash paid for interest paid	$ 1,041

XML

Basis of Preparation

3 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Preparation

NOTE 1 - BASIS OF PREPARATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management, the consolidated balance sheet as of June 30, 2016 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the three months ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2017 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

XML

Organization and Business Background

3 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Background

NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND

Rito Group Corp. (the “Company”) was incorporated on March 24, 2015 under the laws of the state of Nevada.

The Company, through its subsidiaries, mainly engages in trading of retail goods such as cookware, jewelry and watches, and numerous other products.

Details of the Company’s subsidiaries:

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities
1.	Sino Union International Limited (“Sino Union”)	Anguilla January 3, 2014	84,500 shares of ordinary share of US$1 each	Investment holding
2.	Rito International Enterprise Company Limited (“Rito International”)	Hong Kong August 12, 2014	630,001 shares of ordinary share of HK$1 each	Trading of retail goods

Rito Group Corp. and its subsidiaries are hereinafter referred to as the “Company”.

XML

Going Concern Uncertainties

3 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern Uncertainties

NOTE 3 - GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of September 30, 2016, the Company suffered an accumulated deficit of $1,200,300 and continuously incurred a net operating loss of $265,488 for the three months ended September 30, 2016. The continuation of the Company as a going concern through June 30, 2017 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

XML

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

● Basis of presentation

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

● Basis of consolidation

The condensed consolidated financial statements include the accounts of Rito Group Corp. and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

● Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

● Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

● Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

● Subscriptions receivable

For the three months ended September 30, 2016, the Company received $30,000 share subscriptions receivable from a shareholder. There was no subscriptions receivable as of September 30, 2016.

● Revenue recognition

In accordance with the Accounting Standard Codification (“ASC”) Topic 605 “Revenue Recognition”, the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue from trading of retail goods is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

The Company derives its revenue from sales of goods to individuals. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer.

● Cost of revenues

Cost of revenue includes the purchase cost of retail goods for re-sale to the customers.

● Income taxes

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results of operations for the three months ended September 30, 2016. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

● Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

● Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company and its subsidiary in Anguilla is United States Dollars (“US$”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the three months ended September 30,
	2016		2015
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

● Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

● Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, prepayments, deposits and other receivables, accounts payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

● Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

XML

Shareholders' Equity

3 Months Ended

Sep. 30, 2016

Equity [Abstract]

Shareholders' Equity

NOTE 5 - SHAREHOLDERS’ EQUITY

For the three months ended September 30, 2016, the Company issued an aggregate of 42,600 shares of its common stock at $1.5 per share for aggregate gross proceeds of $63,900 for initial public offering.

As of September 30, 2016 and June 30, 2016, the Company has a total of 50,755,480 and 50,712,880 shares, respectively of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

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Convertible Notes Payable

3 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Convertible Notes Payable

NOTE 6 - CONVERTIBLE NOTES PAYABLE

As of September 30, 2016, the Company issued convertible promissory notes (collectively the “Convertible Notes”) to investors in an aggregated principal and accrued interest of $888,410 and $66,477, respectively. The Convertible Notes bear interest at a rate of 8% per annum with a maturity of two years, due in 2017& 2018. The principal and accrued interest are payable in a lump sum at the maturity. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.25 per share at the note holders’ sole and exclusive option.

For the three months ended September 30, 2016 and 2015, the accrued interest expense of $18,802 and $0, respectively are recognized in the condensed consolidated statements of operations. The Company paid interest of $1,041 to convertible notes holders during the three months ended September 30, 2016.

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Income Taxes

3 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 7 - INCOME TAXES

For the three months ended September 30, 2016 and 2015, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the three months ended September 30,
	2016		2015
Tax jurisdictions from:
– Local	$	(26,344)	$	(5,408)
– Foreign, representing
Anguilla		(1,055)		(32,186)
Hong Kong		(238,089)		(133,397)
Loss before income taxes		(265,488)		(170,991)

Provision for income taxes consisted of the following:

		For the three months ended September 30,
		2016		2015
Current:
– Local	$	-	$	-
– Foreign (Hong Kong)		-		-
Deferred:
– Local		-		-
– Foreign (Hong Kong)		-		-
	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Anguilla and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2016, the operations in the United States of America incurred $98,827 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2035, if unutilized. The Company has provided for a full valuation allowance of $34,589 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Anguilla

Under the current laws of the Anguilla, Sino Union is registered as an international business company which is governed by the International Business Companies Act of Anguilla and there is no income tax charged in Anguilla.

Hong Kong

Rito International is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. For the three months ended September 30, 2016, no provision for income tax is required due to operating loss incurred. As of September 30, 2016, Rito International incurred $1,012,307 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $167,031 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2016 and June 30, 2016:

	As of
	September 30, 2016		June 30, 2016
			(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	34,589	$	25,369
– Hong Kong		154,790		115,505
		189,379		140,874
Less: valuation allowance		(189,379)		(140,874)
Deferred tax assets	$	-	$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $189,379 as of September 30, 2016. During the three months ended September 30, 2016, the valuation allowance increased by $48,505, primarily relating to net operating loss carryforwards from the various tax regime.

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Related Party Transactions

3 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 8 - RELATED PARTY TRANSACTIONS

	For the three months ended September 30,
	2016		2015
Revenue generated from:
- Related party A	$	-	$	788
Professional fee paid to:
- Related party B	$	4,510	$	2,600
- Related party C		703		31,000
Website design and maintenance fee paid to:
- Related party D		588		11,432
	$	5,801	$	45,032

Related party A is the director of the holding company of a corporate shareholder of the Company.

Related party B, C and D are the fellow subsidiaries of a corporate shareholder of the Company.

The related party transactions are generally transacted in an arm-length basis at the current market value in the normal course of business.

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Concentrations of Risks

3 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

Concentrations of Risks

NOTE 9 - CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended September 30, 2016, there was one customer who accounted for 100% of the Company’s revenues with accounts receivable balance of $14,315 at period-end.

For the three months ended September 30, 2015, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

	For the three months ended September 30, 2015				As of September 30, 2015
	Revenue		Percentage of revenue		Accounts receivable
Customer A	$	1,290		23%	$	-
Customer B		1,290		23%		-
Customer C, related party		788		14%		788
Total:	$	3,368		60%	$	788

(b) Major vendors

For the three months ended September 30, 2016, there was one vendor who accounted for 100% of the Company’s cost of revenues with no accounts payable balance at period-end.

For the three months ended September 30, 2015, there was one vendor who accounted for 100% of the Company’s cost of revenues with accounts payable balance of $4,570 at period-end.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company leases an office premises in Hong Kong under a non-cancellable operating lease that expire on June 2018, with an aggregate fixed monthly rent of approximately $1,290. Total rent expense for the three months ended September 30, 2016 and 2015 were $3,871 and $10,363 respectively.

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Subsequent Events

3 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2016 up through the date was the Company presented this condensed financial statements. During the period, the Company did not have any material recognizable subsequent events.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation

● Basis of presentation

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Basis of Consolidation

● Basis of consolidation

The condensed consolidated financial statements include the accounts of Rito Group Corp. and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Use of Estimates

● Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

● Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

● Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Subscription Receivables

● Subscriptions receivable

For the three months ended September 30, 2016, the Company received $30,000 share subscriptions receivable from a shareholder. There was no subscriptions receivable as of September 30, 2016.

Revenue Recognition

● Revenue recognition

In accordance with the Accounting Standard Codification (“ASC”) Topic 605 “Revenue Recognition”, the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue from trading of retail goods is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

The Company derives its revenue from sales of goods to individuals. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer.

Cost of Revenue

● Cost of revenues

Cost of revenue includes the purchase cost of retail goods for re-sale to the customers.

Income Taxes

● Income taxes

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results of operations for the three months ended September 30, 2016. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

Net Loss Per Share

● Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign Currencies Translation

● Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company and its subsidiary in Anguilla is United States Dollars (“US$”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the three months ended September 30,
	2016		2015
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

Related Parties

● Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value of Financial Instruments

● Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, prepayments, deposits and other receivables, accounts payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Recent Accounting Pronouncements

● Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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Organization and Business Background (Tables)

3 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Company's Subsidiaries

Details of the Company’s subsidiaries:

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities
1.	Sino Union International Limited (“Sino Union”)	Anguilla January 3, 2014	84,500 shares of ordinary share of US$1 each	Investment holding
2.	Rito International Enterprise Company Limited (“Rito International”)	Hong Kong August 12, 2014	630,001 shares of ordinary share of HK$1 each	Trading of retail goods

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Schedule of Exchange Rates Translation

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the three months ended September 30,
	2016		2015
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

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Income Taxes (Tables)

3 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Components of Loss before Income Taxes

For the three months ended September 30, 2016 and 2015, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the three months ended September 30,
	2016		2015
Tax jurisdictions from:
– Local	$	(26,344)	$	(5,408)
– Foreign, representing
Anguilla		(1,055)		(32,186)
Hong Kong		(238,089)		(133,397)
Loss before income taxes		(265,488)		(170,991)

Schedule of Provision for Income Taxes

Provision for income taxes consisted of the following:

		For the three months ended September 30,
		2016		2015
Current:
– Local	$	-	$	-
– Foreign (Hong Kong)		-		-
Deferred:
– Local		-		-
– Foreign (Hong Kong)		-		-
	$	-	$	-

Schedule of Deferred Tax Assets

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2016 and June 30, 2016:

	As of
	September 30, 2016		June 30, 2016
			(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	34,589	$	25,369
– Hong Kong		154,790		115,505
		189,379		140,874
Less: valuation allowance		(189,379)		(140,874)
Deferred tax assets	$	-	$	-

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Related Party Transactions (Tables)

3 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

	For the three months ended September 30,
	2016		2015
Revenue generated from:
- Related party A	$	-	$	788
Professional fee paid to:
- Related party B	$	4,510	$	2,600
- Related party C		703		31,000
Website design and maintenance fee paid to:
- Related party D		588		11,432
	$	5,801	$	45,032

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Concentrations of Risks (Tables)

3 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

Schedule of Major Customers with Revenue and Accounts Receivable

For the three months ended September 30, 2015, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

	For the three months ended September 30, 2015				As of September 30, 2015
	Revenue		Percentage of revenue		Accounts receivable
Customer A	$	1,290		23%	$	-
Customer B		1,290		23%		-
Customer C, related party		788		14%		788
Total:	$	3,368		60%	$	788

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Organization and Business Background - Summary of Company's Subsidiaries (Details)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Sino Union [Member]
Company name	Sino Union International Limited (“Sino Union”)
Place/date of incorporation	Anguilla January 3, 2014
Particulars of issued capital	84,500 shares of ordinary share of US$1 each
Principal activities	Investment holding
Rito International [Member]
Company name		Rito International Enterprise Company Limited (“Rito International”)
Place/date of incorporation		Hong Kong August 12, 2014
Particulars of issued capital		630,001 shares of ordinary share of HK$1 each
Principal activities		Trading of retail goods

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Going Concern Uncertainties (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 1,200,300		$ 934,812
Net operating loss	$ 265,488	$ 170,991

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Accounting Policies [Abstract]
Subscription received from subscriptions receivable	$ 30,000
Subscription receivables			$ 30,000
Percentage of recognized benefit likelihood of being realized upon ultimate settlement	greater than 50%

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Summary of Significant Accounting Policies - Schedule of Exchange Rates Translation (Details)	Sep. 30, 2016	Sep. 30, 2015
Accounting Policies [Abstract]
Period-end / average HK$ : US$1 exchange rate	7.75	7.75

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Summary of Significant Accounting Policies - Schedule of Exchange Rates Translation (Details) (Parenthetical) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Accounting Policies [Abstract]
Exchange rate	$ 1	$ 1

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Shareholders' Equity (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Equity [Abstract]
Common stock shares issued	42,600
Shares issued in IPO, price per share	$ 1.5
Proceeds from issuance of shares in IPO	$ 63,900
Common stock, shares issued	50,755,480		50,712,880
Common stock, shares outstanding	50,755,480		50,712,880

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Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Debt Disclosure [Abstract]
Convertible notes principal amount	$ 888,410
accrued interest	$ 66,477
Convertible notes interest rate	8.00%
Convertible notes maturity date	due in 2017 & 2018
Convertible notes convertible into common stock conversion price	$ 0.25
Accrued interest expense	$ 18,802	$ 0
Interest paid for convertible notes	$ 1,041

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Deferred tax assets valuation allowance	$ 189,379
Provision for income tax
Change in valuation allowance	48,505
Rito International [Member]
Net operating losses	1,012,307
United States of America [Member]
Net operating losses	$ 98,827
Net operating loss carryforwards expiration year	2035
Deferred tax assets valuation allowance	$ 34,589
Hong Kong [Member]
Deferred tax assets valuation allowance	$ 167,031
Statutory income tax rate	16.50%

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Income Taxes - Components of Loss before Income Taxes (Details) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Loss before income taxes	$ (265,488)	$ (170,991)
Hong Kong [Member]
Loss before income taxes	(238,089)
Local [Member]
Loss before income taxes	(26,344)	(5,408)
Anguilla [Member]
Loss before income taxes	$ (1,055)	(32,186)
Hong Kong [Member]
Loss before income taxes		$ (133,397)

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Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Provision for income taxes Current - Local
Provision for income taxes Current - Foreign (Hong Kong)
Provision for income taxes Deferred - Local
Provision for income taxes Deferred - Foreign (Hong Kong)
Income tax expense

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Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Sep. 30, 2016	Jun. 30, 2016
Deferred tax assets, Net operating loss carryforwards	$ 189,379	$ 140,874
Less: valuation allowance	(189,379)	(140,874)
Deferred tax assets
United States of America [Member]
Deferred tax assets, Net operating loss carryforwards	34,589	25,369
Hong Kong [Member]
Deferred tax assets, Net operating loss carryforwards	$ 154,790	$ 115,505

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Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Revenue generated		$ 788
Related party transaction, Total	5,801	45,032
Related Company A [Member]
Revenue generated		788
Related Company B [Member]
Professional fee paid	4,510	2,600
Related Company C [Member]
Professional fee paid	703	31,000
Related Company D [Member]
Website design and maintenance fee paid	$ 588	$ 11,432

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Concentrations of Risks (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Accounts receivable	$ 14,315
Accounts payable	$ 4,661		$ 5,044
Revenue [Member] | One Customer [Member]
Concentration risk percentage	100.00%
Revenue [Member] | Customer [Member]
Concentration risk percentage		10.00%
Revenue [Member] | One Vendor [Member]
Concentration risk percentage	100.00%	100.00%
Accounts payable		$ 4,570
Accounts Receivable [Member] | One Customer [Member]
Accounts receivable	$ 14,315

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Concentrations of Risks - Schedule of Major Customers with Revenue and Accounts Receivable (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Customer A [Member]
Trade accounts receivable	$ 0
Customer A [Member] | Revenue [Member]
Revenues	$ 1,290
Percentage of revenues	23.00%
Customer B [Member]
Trade accounts receivable	$ 0
Customer B [Member] | Revenue [Member]
Revenues	$ 1,290
Percentage of revenues	23.00%
Customer C [Member]
Trade accounts receivable	$ 788
Customer C [Member] | Revenue [Member]
Revenues	$ 788
Percentage of revenues	14.00%
Revenue [Member]
Revenues	$ 3,368
Percentage of revenues	60.00%
Accounts Receivable [Member]
Trade accounts receivable	$ 788

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Rent expense	$ 3,871	$ 10,363
Hong Kong [Member]
Operating lease expiration date	Jun. 30, 2018
Rent expense	$ 1,290