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 December 31, 2017

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 000-55796

Rito Group Corp.

(Exact name of registrant issuer as specified in its charter)

Nevada	47-3588502
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Room 6C, 4/F, Block C, Hong Kong Industrial Centre,

489 Castle Peak Road, Lai Chi Kok, Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (852) 2385-8598

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES [  ] NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes [  ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at February 14, 2018
Common Stock, $.0001 par value	55,058,284

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of December 31, 2017 (unaudited) and June 30, 2017 (audited)	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended December 31, 2017 and 2016 (unaudited)	F-2
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2017 and 2016 (unaudited)	F-3
	Notes to the Condensed Consolidated Financial Statements	F-4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II	OTHER INFORMATION	7
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	7

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RITO GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2017 AND JUNE 30, 2017

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

	As of
	December 31, 2017			June 30, 2017
	(Unaudited)			(Audited)
ASSETS
Current assets:
Trade receivables		37,799			9,767
Prepayments, deposits and other receivables		54,126			1,300
Cash and cash equivalents		254,114			80,487
Total current assets		346,039			91,554
Non-current asset:
Property, plant and equipment, net		121,778			-
Total non-current asset		121,778			-
TOTAL ASSETS	$	467,817		$	91,554
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade payables	$	-		$	9,109
Other payables and accrued liabilities		401,646			59,898
Short-term bank loans		12,792			-
Total current liabilities		414,438			69,007
Non-current liabilities
Convertible notes payable		-			26,910
Long-term bank loans		29,939			-
Total non-current liabilities		29,939			26,910
TOTAL LIABILITIES	$	444,377		$	95,917
STOCKHOLDERS’ EQUITY
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; 54,991,284 and 54,625,956 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively		5,500			5,463
Additional paid-in capital		2,041,812			1,629,267
Accumulated other comprehensive income		19			29
Accumulated deficit		(2,023,891	)		(1,639,122	)
TOTAL STOCKHOLDERS’ EQUITY/ (DEFICIT)	$	23,440		$	(4,363	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	467,817		$	91,554

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 AND SIX MONTHS ENDED DECEMBER 31, 2017 AND 2016

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

(Unaudited)

	Three months ended December 31,						Six months ended December 31,
	2017			2016			2017			2016
REVENUE
Related party	$	-		$	-		$	-		$	-
Non-related party		19,758			-			28,509			14,315
		-									14,315
COST OF REVENUE		(14,537	)		-			(20,927	)		(13,533	)
GROSS PROFIT		5,221			-			7,582			782
OTHER INCOME		38			-			38			-
OPERATING EXPENSES
General and administrative		(173,693	)		(183,848	)		(389,027	)		(431,316	)
LOSS FROM OPERATIONS		(168,434	)		(183,848	)		(381,407	)		(430,534	)
Interest expense		(2,398	)		(12,650	)		(3,362	)		(31,452	)
LOSS BEFORE INCOME TAX		(170,832	)		(196,498	)		(384,769	)		(461,986	)
Income tax expense		-			-			-			-
NET LOSS	$	(170,832	)	$	(196,498	)	$	(384,769	)		(461,986	)
Other comprehensive loss:
Foreign currency translation loss		-			-			(10	)		-
COMPREHENSIVE LOSS		(170,832	)		(196,498	)		(384,779	)		(461,986	)
Net loss per share - Basic and diluted		(0.00	)		(0.00	)		(0.01	)		(0.01	)
Weighted average number of common shares outstanding – Basic and diluted		54,811,806			50,026,728			54,735,569			51,384,529

See accompanying notes to the condensed consolidated financial statements.

F-2

RITO GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND 2016

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

(Unaudited)

	Six Months Ended December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(384,769	)	$	(461,986	)
Adjustments to reconcile net loss to net cash used in operating activities
Interest expenses		-			31,452
Changes in operating assets and liabilities:
Subscriptions receivable		-			30,000
Trade receivables		(28,032	)		11,548
Prepayments, deposits and other receivables		(52,826	)		(13,749	)
Trade payables		(9,109	)		(5,044	)
Other payables and accrued liabilities		341,748			(1,673	)
Net cash used in operating activities		(132,988	)		(409,452	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(121,778	)		-
Net cash used in investing activities		(121,778	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares		385,500			153,900
Interest paid for convertible notes		-			(3,420	)
Effect of exchange rate changes on conversion of convertible notes		-			(5,372	)
Drawdown of bank borrowings		45,032			-
Repayment of bank borrowings		(2,301	)		-
Net cash provided by financing activities		428,231			145,108
Effect of exchange rate changes on cash and cash equivalents		162			-
Net change in cash and cash equivalents		173,627			(264,344	)
Cash and cash equivalents, beginning of period		80,487			449,328
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	254,114		$	184,984
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest paid	$	-		$	3,420

See accompanying notes to the condensed consolidated financial statements.

F-3 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

(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 December 31, 2017 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 six months ended December 31, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2018 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, 2017.

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 December 31, 2017, the Company suffered an accumulated deficit of $2,023,891 and continuously incurred a net operating loss of $384,769 for the six months ended December 31, 2017. The continuation of the Company as a going concern through June 30, 2018 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.

F-4 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

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.

● Cash and cash equivalents

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

● Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Estimated useful life	Residual value
Leasehold improvement	5 years	$145,562

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

● Trade receivables

Trade receivables 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. Trade 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

There was no subscriptions receivable as of December 31, 2017.

F-5 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

● 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 transferred 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 were 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 six months ended December 31, 2017. 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.

F-6 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

● 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 six months ended December 31,
	2017		2016
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, 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:

F-7 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

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

In August and September, 2017, the Company issued an aggregated of 40,000 shares of its common stock at $1.50 per share for aggregate gross proceeds of $60,000.

In November and December 2017, the Company issued an aggregated of 217,000 shares of its common stock at $1.50 per share for aggregate gross proceeds of $325,500.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

During August 2015 to April 2016, the Company issued a number of convertible promissory notes (collectively the “Convertible Notes”) to investors in an aggregated principal amount of $888,410. The Convertible Notes bear interest at a rate of 8% per annum with a maturity of two years, due in 2017 and 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 ranged from $0.15 to $0.25 per share at the note holders’ sole and exclusive option.

In August and September 2017, various note holders converted $25,000 in principal and $2,082 in accrued interest into 108,328 shares of common stock. The conversion price is $0.25 per share.

For the three months ended December 31, 2017 and 2016, the interest expense of $2,398 and $12,650, respectively are recognized in the condensed consolidated statements of operations.

For the six months ended December 31, 2017 and 2016, the interest expense of $3,361 and $31,452, respectively are recognized in the condensed consolidated statements of operations.

F-8 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

	As of
	December 31, 2017		June 30, 2017
			(audited)
Leasehold improvement	$	121,778	$	-
		121,778		-
Less: Accumulated depreciation		-		-
Total	$	121,778	$	-

Depreciation expense, classified as operating expenses, was $Nil and $Nil for the three months and six months ended December 31, 2017, respectively, because the leasehold improvement is not yet completed and hence no depreciation.

NOTE 8 - BANK LOANS

	As of
	December 31, 2017			June 30, 2017
				(audited)
Bank loan from financial institution in Hong Kong
The Hongkong and Shanghai Banking Corporation Limited	$	42,731		$	-
		42,731			-
Less: Current portion		(12,792	)		-
Long-term portion	$	29,939		$	-

In July 2017, the Company obtained a loan in the principal amount of HKD349,000 (approximately $45,032) from The Hongkong and Shanghai Banking Corporation Limited, a financial institution in Hongkong which bears interest at the base lending rate less 0.7% flat rate per month with 60 monthly installments of HKD8,260 (approximately $1,066) each and will mature in July 2022.

NOTE 9 - INCOME TAXES

For the six months ended December 31, 2017 and 2016, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the six months ended December 31,
	2017			2016
Tax jurisdictions from:
– Local	$	(29,300	)	$	(52,439	)
– Foreign, representing
Anguilla		(3,441	)		(21,899	)
Hong Kong		(352,028	)		(387,648	)
Loss before income taxes		(384,769	)		(461,986	)

Provision for income taxes consisted of the following:

		For the six months ended December 31,
		2017		2016
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 December 31, 2017, the operations in the United States of America incurred $200,399 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 $70,118 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. Currently the tax rate remains at 35%.

F-9 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

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 six months ended December 31, 2017, no provision for income tax is required due to operating loss incurred. As of December 31, 2017, Rito International incurred $1,706,490 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 $281,571 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 December 31, 2017 and June 30, 2017:

	As of
	December 31, 2017			June 30, 2017
				(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	70,118		$	59,863
– Hong Kong		281,571			223,487
		351,689			283,350
Less: valuation allowance		(351,689	)		(283,350	)
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 $351,689 as of December 31, 2017. During the six months ended December 31, 2017, the valuation allowance increased by $68,339, primarily relating to net operating loss carryforwards from the various tax regime.

F-10 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

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

(Unaudited)

NOTE 10 - RELATED PARTY TRANSACTIONS

	For the six months ended December 31,
	2017		2016
Professional fee paid to:
-      Related party A		7,292		7,547
-      Related party B	$	7,200	$	27,603
-      Related party C		430		-
Website design and maintenance fee paid to:
-      Related party D		588		843
	$	15,510	$	35,993

Related party A, 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 11 - CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended December 31, 2017, there was one customer who accounted for 100% of the Company’s revenues with accounts receivable balance of $19,758 at period-end.

For the three months ended December 31, 2016, there was no customer who accounted for the Company’s revenues.

For the six months ended December 31, 2017, there was one customer who accounted for 10% or more of the Company’s revenues. This customer accounted for 99% of the Company’s revenue amounting to $28,509, with $11,715 account receivable balance at period-end.

For the six months ended December 31, 2016, there was one customer who accounted for 100% of the Company’s revenues with no accounts receivable balance at period-end.

F-11 

RITO GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2016

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

(Unaudited)

(b) Major vendors

For the three months ended December 31, 2017, 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 December 31, 2016, there was no vendor who accounted for the Company’s cost of revenues.

For the six months ended December 31, 2017, there was one vendor who accounted for 10% or more of the Company’s cost of revenues. This vendor accounted for 99% of the Company’s cost of revenue amounting $20,588 with no accounts payable balance at period-end.

For the six months ended December 31, 2016, there was one vendor who accounted for 100% of the Company’s cost of revenues with no accounts payable balance 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 12 - COMMITMENTS AND CONTINGENCIES

The Company leases an office premises in Hong Kong under a non-cancellable operating lease that expire on December 2018, with an aggregate fixed monthly rent of approximately $1,548.

The aggregate lease expense for the three months ended December 31, 2017 and 2016 were $4,645 and $3,871, respectively.

The aggregate lease expense for the six months ended December 31, 2017 and 2016 were $9,290 and $7,742, respectively.

As of December 31, 2017, the Company has the aggregate future minimum rental payments due under a non-cancellable operating lease in next years, as follows:

Period ending December 31:
2018	$	18,581
	$	18,581

NOTE 13 - 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 December 31, 2017 up through the date the Company presented this condensed consolidated financial statements.

On January 3, 2018, the Company completed the issuance and sale of an aggregate of 25,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Yip Kwai Hing (the “investor”), pursuant to the Subscription Agreements dated as of January 3, 2018 between the Company and the investor. The net proceeds to the Company amounted to $37,500. The $37,500 in proceeds went directly to the Company as working capital.

On January 17, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 22,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Yeung Pan Ling and Kwong Yuen Ying (the “investors”), pursuant to the Subscription Agreements dated as of January 17, 2018 between the Company and the investors. Yeung Pan Ling purchased 10,000 shares, while Kwong Yuen Ying purchased 12,000 shares. The net proceeds to the Company amounted to $33,000. The $33,000 in proceeds went directly to the Company as working capital.

On January 23, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Ma Yuk Ming (the “investor”), pursuant to the Subscription Agreements dated as of January 23, 2018 between the Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000 in proceeds went directly to the Company as working capital.

On February 6, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Chan Mei Ling(the “investor”), pursuant to the Subscription Agreements dated as of February 6, 2018 between the Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000 in proceeds went directly to the Company as working capital.

F-12 

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, 2017 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, 2017, 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 December 31, 2017 and 2016

Revenues

For the three months ended December 31, 2017 and 2016, the Company generated revenue in the amount of $19,758 and $0 respectively. Our gross profits for the three months ended December 31, 2017 and 2016 was $ 5,221 and $0 respectively.

General and administrative expenses

For the three months ended December 31, 2017 and 2016, we have had general and administrative expenses in the amount of $173,693 and $183,848 respectively, a decrease of $10,155 or 6%. These expenses are comprised of advertising and promotion expenses of $12,822, payroll expenses of $65,806, professional expenses of $12,810, rent expenses of $12,387, entertainment expenses of $10,997 and marketing expenses of $32,338 for the three months ended December 31, 2017.

3

Net loss

Our net loss for the three months ended December 31, 2017 and 2016 was $170,832 and $196,498 respectively. The net loss mainly derived from the general and administrative expenses incurred.

For the six months ended December 31, 2017 and 2016

Revenues

For the six months ended December 31, 2017 and 2016, the Company generated revenue in the amount of $28,509 and $14,315 respectively. Our gross profits for the six months ended December 31, 2017 and 2016 was $7,582 and $782, respectively. The increase in revenue is due to a larger size of sales order from a customer. The increase in gross profit is due to increasing revenue. 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 six months ended December 31, 2017 and 2016, we have had general and administrative expenses in the amount of $389,027 and $431,316 respectively, a decrease of $42,292 or 10%. These expenses are mainly comprised of information technology development expenses of $10,653, advertising and promotion expenses of $26,653, marketing expenses of $115,596, rent expenses of $22,013 and legal and professional expenses of $12,810 for the six months ended December 31, 2017.

Net loss

Our net loss for the six months ended December 31, 2017 and 2016 was $384,769 and $461,986 respectively. 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 $132,988 for the six months ended December 31, 2017 as compared to net cash used in operating activities of $409,452 for the six months ended December 31, 2016. The cash used in operating activities was a result of our net loss attributable to marketing expenses and advertising and promotion.

Cash Used in Investing Activities

Net cash used in investing activities was $121,778 and $0 for the six months ended December 31, 2017 and 2016, respectively. The cash used in investing activities for the six months ended December 31, 2017 was resulted from the purchase of plant and equipment.

Cash Provided by Financing Activities

Net cash provided by financing activities were $428,231 and $145,108 for the six months ended December 31, 2017 and 2016 respectively. The cash provided by financing activities was contributed from the aggregate proceeds of $385,500 from the issuance of shares in initial public offering and private placement during the six months ended December 31, 2017, $45,032 drawdown of bank borrowings, and offset by the repayment of bank borrowings of $2,301.

4

There were no advances from directors and related company as of December 31, 2017 and June 30, 2016.

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 December 31, 2017, the Company suffered an accumulated deficit of $2,023,891 and incurred a continuous net operating loss of $384,769 for the six months ended December 31, 2017. 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 December 31, 2017.

Related party transactions

	For the six months ended December 31,
	2017		2016
Professional fee paid to:
-     Related party A	$	7,292	$	7,547
-     Related party B	$	7,200	$	27,603
-     Related party C		430		-
Website design and maintenance fee paid to:
-     Related party D		588		843
	$	15,510	$	35,993

Related party A, 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.

5

Contractual Obligations

As of December 31, 2017, the Company has no contractual obligations involved.

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 December 31, 2017. 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 December 31, 2017, 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 December 31, 2017, 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 December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6

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

Incorporated by reference to the Company’s Form 8-K, filed with the Securities and Exchange Commission on January 19, 2017 and January 25, 2017.

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

7

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: February 14, 2018
	By:	/s/ Choi Tak Yin Addy
	Title:	Chief Executive Officer, President, Director (Principal Executive Officer)
Date: February 14, 2018
	By:	/s/ Choy Wing Fai
	Title:	Chief Financial Officer, Chief Accounting Officer, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)
Date: February 14, 2018
	By:	/s/ OrKa Ming
	Title:	Chief Operating Officer, Secretary, Director
Date: February 14, 2018
	By:	/s/ Kao Pun Yiu Philip
	Title:	Chief Technical Officer, Director

8

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 December 31, 2017;

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: February 14, 2018	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 December 31, 2017;

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: February 14, 2018	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 December 31, 2017 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: February 14, 2018	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 December 31, 2017 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: February 14, 2018	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	6 Months Ended
	Dec. 31, 2017	Feb. 14, 2018
Document And Entity Information
Entity Registrant Name	Rito Group Corp.
Entity Central Index Key	0001646576
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		55,058,284
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Current assets:
Trade receivables	$ 37,799	$ 9,767
Prepayments, deposits and other receivables	54,126	1,300
Cash and cash equivalents	254,114	80,487
Total current assets	346,039	91,554
Non-current asset:
Property, plant and equipment, net	121,778
Total non-current asset	121,778
TOTAL ASSETS	467,817	91,554
Current liabilities
Trade payables		9,109
Other payables and accrued liabilities	401,646	59,898
Short-term bank loans	12,792
Total current liabilities	414,438	69,007
Non-current liabilities
Convertible notes payable		26,910
Long-term bank loans	29,939
Total non-current liabilities	29,939	26,910
TOTAL LIABILITIES	444,377	95,917
STOCKHOLDERS' EQUITY
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; 54,991,284 and 54,625,956 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively	5,500	5,463
Additional paid-in capital	2,041,812	1,629,267
Accumulated other comprehensive income	19	29
Accumulated deficit	(2,023,891)	(1,639,122)
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	23,440	(4,363)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 467,817	$ 91,554

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Jun. 30, 2017
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	54,991,284	54,625,956
Common stock, shares outstanding	54,991,284	54,625,956

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
REVENUE
Related party
Non-related party	19,758		28,509	14,315
REVENUE - TOTAL				14,315
COST OF REVENUE	(14,537)		(20,927)	(13,533)
GROSS PROFIT	5,221		7,582	782
OTHER INCOME	38		38
OPERATING EXPENSES
General and administrative	(173,693)	(183,848)	(389,027)	(431,316)
LOSS FROM OPERATIONS	(168,434)	(183,848)	(381,407)	(430,534)
Interest expense	(2,398)	(12,650)	(3,362)	(31,452)
LOSS BEFORE INCOME TAX	(170,832)	(196,498)	(384,769)	(461,986)
Income tax expense
NET LOSS	(170,832)	(196,498)	(384,769)	(461,986)
Other comprehensive loss:
Foreign currency translation loss			(10)
COMPREHENSIVE LOSS	$ (170,832)	$ (196,498)	$ (384,779)	$ (461,986)
Net loss per share - Basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding - Basic and diluted	54,811,806	50,026,728	54,735,569	51,384,529

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (384,769)	$ (461,986)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation
Interest expenses		31,452
Changes in operating assets and liabilities:
Subscriptions receivable		30,000
Trade receivables	(28,032)	11,548
Prepayments, deposits and other receivables	(52,826)	(13,749)
Trade payables	(9,109)	(5,044)
Other payables and accrued liabilities	341,748	(1,673)
Net cash used in operating activities	(132,988)	(409,452)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(121,778)
Net cash used in investing activities	(121,778)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares	385,500	153,900
Interest paid for convertible notes		(3,420)
Effect of exchange rate changes on conversion of convertible notes		(5,372)
Drawdown of bank borrowings	45,032
Repayment of bank borrowings	(2,301)
Net cash provided by financing activities	428,231	145,108
Effect of exchange rate changes on cash and cash equivalents	162
Net change in cash and cash equivalents	173,627	(264,344)
Cash and cash equivalents, beginning of period	80,487	449,328
CASH AND CASH EQUIVALENTS, END OF PERIOD	254,114	184,984
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes
Cash paid for interest paid		$ 3,420

XML

Basis of Preparation

6 Months Ended

Dec. 31, 2017

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 December 31, 2017 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 six months ended December 31, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2018 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, 2017.

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Organization and Business Background

6 Months Ended

Dec. 31, 2017

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”.

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Going Concern Uncertainties

6 Months Ended

Dec. 31, 2017

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 December 31, 2017, the Company suffered an accumulated deficit of $2,023,891 and continuously incurred a net operating loss of $384,769 for the six months ended December 31, 2017. The continuation of the Company as a going concern through June 30, 2018 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.

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Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2017

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

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

● Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Estimated useful life	Residual value
Leasehold improvement	5 years	$145,562

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

● Trade receivables

Trade receivables 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. Trade 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

There was no subscriptions receivable as of December 31, 2017.

● 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 transferred 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 were 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 six months ended December 31, 2017. 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 six months ended December 31,
	2017		2016
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, 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.

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Shareholders' Equity

6 Months Ended

Dec. 31, 2017

Equity [Abstract]

Shareholders' Equity

NOTE 5 - SHAREHOLDERS’ EQUITY

In August and September, 2017, the Company issued an aggregated of 40,000 shares of its common stock at $1.50 per share for aggregate gross proceeds of $60,000.

In November and December 2017, the Company issued an aggregated of 217,000 shares of its common stock at $1.50 per share for aggregate gross proceeds of $325,500.

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Convertible Notes Payable

6 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Convertible Notes Payable

NOTE 6 - CONVERTIBLE NOTES PAYABLE

During August 2015 to April 2016, the Company issued a number of convertible promissory notes (collectively the “Convertible Notes”) to investors in an aggregated principal amount of $888,410. The Convertible Notes bear interest at a rate of 8% per annum with a maturity of two years, due in 2017 and 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 ranged from $0.15 to $0.25 per share at the note holders’ sole and exclusive option.

In August and September 2017, various note holders converted $25,000 in principal and $2,082 in accrued interest into 108,328 shares of common stock. The conversion price is $0.25 per share.

For the three months ended December 31, 2017 and 2016, the interest expense of $2,398 and $12,650, respectively are recognized in the condensed consolidated statements of operations.

For the six months ended December 31, 2017 and 2016, the interest expense of $3,361 and $31,452, respectively are recognized in the condensed consolidated statements of operations.

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Property, Plant and Equipment

6 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

	As of
	December 31, 2017		June 30, 2017
			(audited)
Leasehold improvement	$	121,778	$	-
		121,778		-
Less: Accumulated depreciation		-		-
Total	$	121,778	$	-

Depreciation expense, classified as operating expenses, was $Nil and $Nil for the three months and six months ended December 31, 2017, respectively, because the leasehold improvement is not yet completed and hence no depreciation.

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Bank Loans

6 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Bank Loans

NOTE 8 - BANK LOANS

	As of
	December 31, 2017			June 30, 2017
				(audited)
Bank loan from financial institution in Hong Kong
The Hongkong and Shanghai Banking Corporation Limited	$	42,731		$	-
		42,731			-
Less: Current portion		(12,792	)		-
Long-term portion	$	29,939		$	-

In July 2017, the Company obtained a loan in the principal amount of HKD349,000 (approximately $45,032) from The Hongkong and Shanghai Banking Corporation Limited, a financial institution in Hongkong which bears interest at the base lending rate less 0.7% flat rate per month with 60 monthly installments of HKD8,260 (approximately $1,066) each and will mature in July 2022.

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Income Taxes

6 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 9 - INCOME TAXES

For the six months ended December 31, 2017 and 2016, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the six months ended December 31,
	2017			2016
Tax jurisdictions from:
– Local	$	(29,300	)	$	(52,439	)
– Foreign, representing
Anguilla		(3,441	)		(21,899	)
Hong Kong		(352,028	)		(387,648	)
Loss before income taxes		(384,769	)		(461,986	)

Provision for income taxes consisted of the following:

		For the six months ended December 31,
		2017		2016
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 December 31, 2017, the operations in the United States of America incurred $200,399 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 $70,118 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. Currently the tax rate remains at 35%.

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 six months ended December 31, 2017, no provision for income tax is required due to operating loss incurred. As of December 31, 2017, Rito International incurred $1,706,490 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 $281,571 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 December 31, 2017 and June 30, 2017:

	As of
	December 31, 2017			June 30, 2017
				(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	70,118		$	59,863
– Hong Kong		281,571			223,487
		351,689			283,350
Less: valuation allowance		(351,689	)		(283,350	)
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 $351,689 as of December 31, 2017. During the six months ended December 31, 2017, the valuation allowance increased by $68,339, primarily relating to net operating loss carryforwards from the various tax regime.

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Related Party Transactions

6 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 10 - RELATED PARTY TRANSACTIONS

	For the six months ended December 31,
	2017		2016
Professional fee paid to:
-      Related party A		7,292		7,547
-      Related party B	$	7,200	$	27,603
-      Related party C		430		-
Website design and maintenance fee paid to:
-      Related party D		588		843
	$	15,510	$	35,993

Related party A, 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

6 Months Ended

Dec. 31, 2017

Risks and Uncertainties [Abstract]

Concentrations of Risks

NOTE 11 - CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended December 31, 2017, there was one customer who accounted for 100% of the Company’s revenues with accounts receivable balance of $19,758 at period-end.

For the three months ended December 31, 2016, there was no customer who accounted for the Company’s revenues.

For the six months ended December 31, 2017, there was one customer who accounted for 10% or more of the Company’s revenues. This customer accounted for 99% of the Company’s revenue amounting to $28,509, with $11,715 account receivable balance at period-end.

For the six months ended December 31, 2016, there was one customer who accounted for 100% of the Company’s revenues with no accounts receivable balance at period-end.

(b) Major vendors

For the three months ended December 31, 2017, 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 December 31, 2016, there was no vendor who accounted for the Company’s cost of revenues.

For the six months ended December 31, 2017, there was one vendor who accounted for 10% or more of the Company’s cost of revenues. This vendor accounted for 99% of the Company’s cost of revenue amounting $20,588 with no accounts payable balance at period-end.

For the six months ended December 31, 2016, there was one vendor who accounted for 100% of the Company’s cost of revenues with no accounts payable balance 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

6 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company leases an office premises in Hong Kong under a non-cancellable operating lease that expire on December 2018, with an aggregate fixed monthly rent of approximately $1,548.

The aggregate lease expense for the three months ended December 31, 2017 and 2016 were $4,645 and $3,871, respectively.

The aggregate lease expense for the six months ended December 31, 2017 and 2016 were $9,290 and $7,742, respectively.

As of December 31, 2017, the Company has the aggregate future minimum rental payments due under a non-cancellable operating lease in next years, as follows:

Period ending December 31:
2018	$	18,581
	$	18,581

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Subsequent Events

6 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

NOTE 13 - 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 December 31, 2017 up through the date the Company presented this condensed consolidated financial statements.

On January 3, 2018, the Company completed the issuance and sale of an aggregate of 25,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Yip Kwai Hing (the “investor”), pursuant to the Subscription Agreements dated as of January 3, 2018 between the Company and the investor. The net proceeds to the Company amounted to $37,500. The $37,500 in proceeds went directly to the Company as working capital.

On January 17, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 22,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Yeung Pan Ling and Kwong Yuen Ying (the “investors”), pursuant to the Subscription Agreements dated as of January 17, 2018 between the Company and the investors. Yeung Pan Ling purchased 10,000 shares, while Kwong Yuen Ying purchased 12,000 shares. The net proceeds to the Company amounted to $33,000. The $33,000 in proceeds went directly to the Company as working capital.

On January 23, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Ma Yuk Ming (the “investor”), pursuant to the Subscription Agreements dated as of January 23, 2018 between the Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000 in proceeds went directly to the Company as working capital.

On February 6, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 10,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Chan Mei Ling(the “investor”), pursuant to the Subscription Agreements dated as of February 6, 2018 between the Company and the investor. The net proceeds to the Company amounted to $15,000. The $15,000 in proceeds went directly to the Company as working capital.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2017

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

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Plant and Equipment

● Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Estimated useful life	Residual value
Leasehold improvement	5 years	$145,562

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

Trade Receivables

● Trade receivables

Trade receivables 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. Trade 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

● Subscriptions receivable

There was no subscriptions receivable as of December 31, 2017.

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 transferred 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 were 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 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 six months ended December 31, 2017. 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 six months ended December 31,
	2017		2016
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, 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)

6 Months Ended

Dec. 31, 2017

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)

6 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Schedule of Estimated Useful Life of Plant and Equipment

Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Estimated useful life	Residual value
Leasehold improvement	5 years	$145,562

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 six months ended December 31,
	2017		2016
Period-end / average HK$ : US$1 exchange rate		7.75		7.75

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Property, Plant and Equipment (Tables)

6 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

	As of
	December 31, 2017		June 30, 2017
			(audited)
Leasehold improvement	$	121,778	$	-
		121,778		-
Less: Accumulated depreciation		-		-
Total	$	121,778	$	-

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Bank Loans (Tables)

6 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Schedule of Bank Loans

	As of
	December 31, 2017			June 30, 2017
				(audited)
Bank loan from financial institution in Hong Kong
The Hongkong and Shanghai Banking Corporation Limited	$	42,731		$	-
		42,731			-
Less: Current portion		(12,792	)		-
Long-term portion	$	29,939		$	-

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Income Taxes (Tables)

6 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Local (United States) and Foreign Components of Loss Before Income Taxes

For the six months ended December 31, 2017 and 2016, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the six months ended December 31,
	2017			2016
Tax jurisdictions from:
– Local	$	(29,300	)	$	(52,439	)
– Foreign, representing
Anguilla		(3,441	)		(21,899	)
Hong Kong		(352,028	)		(387,648	)
Loss before income taxes		(384,769	)		(461,986	)

Schedule of Provision for Income Taxes

Provision for income taxes consisted of the following:

		For the six months ended December 31,
		2017		2016
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 December 31, 2017 and June 30, 2017:

	As of
	December 31, 2017			June 30, 2017
				(audited)
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	70,118		$	59,863
– Hong Kong		281,571			223,487
		351,689			283,350
Less: valuation allowance		(351,689	)		(283,350	)
Deferred tax assets	$	-		$	-

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Related Party Transactions (Tables)

6 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

	For the six months ended December 31,
	2017		2016
Professional fee paid to:
-      Related party A		7,292		7,547
-      Related party B	$	7,200	$	27,603
-      Related party C		430		-
Website design and maintenance fee paid to:
-      Related party D		588		843
	$	15,510	$	35,993

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Commitments and Contingencies (Tables)

6 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments

As of December 31, 2017, the Company has the aggregate future minimum rental payments due under a non-cancellable operating lease in next years, as follows:

Period ending December 31:
2018	$	18,581
	$	18,581

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Organization and Business Background - Summary of Company's Subsidiaries (Details)	6 Months Ended
	Dec. 31, 2017
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		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,023,891		$ 2,023,891		$ 1,639,122
Net operating loss	$ 170,832	$ 196,498	$ 384,769	$ 461,986

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Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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 Estimated Useful Life of Plant and Equipment (Details) - Leasehold Improvement [Member]	6 Months Ended
	Dec. 31, 2017 USD ($)
Estimated useful life	5 years
Residual value	$ 145,562

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Summary of Significant Accounting Policies - Schedule of Exchange Rates Translation (Details)	Dec. 31, 2017	Dec. 31, 2016
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 ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Exchange rate	$ 1	$ 1

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Shareholders' Equity (Details Narrative) - USD ($)	1 Months Ended
	Dec. 31, 2017	Nov. 30, 2017	Sep. 30, 2017	Aug. 31, 2017
Equity [Abstract]
Number of common stock shares issued during the period	217,000	217,000	40,000	40,000
Share subscription price per share	$ 1.50	$ 1.50	$ 1.50	$ 1.50
Gross proceeds from issuance of common stock	$ 325,500	$ 325,500	$ 60,000	$ 60,000

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Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 30, 2017	Aug. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Apr. 30, 2016
Interest expense			$ 2,398	$ 12,650	$ 3,362	$ 31,452
Convertible Notes Payable [Member] | Investors [Member]
Convertible notes principal amount							$ 888,410
Convertible notes interest rate							8.00%
Convertible note term							2 years
Convertible notes maturity date							due in 2017 and 2018
Convertible Notes Payable [Member] | Investors [Member] | Minimum [Member]
Convertible notes convertible into common stock conversion price							$ 0.15
Convertible Notes Payable [Member] | Investors [Member] | Maximum [Member]
Convertible notes convertible into common stock conversion price							$ 0.25
Convertible Notes Payable [Member] | Note Holders [Member]
Convertible notes convertible into common stock conversion price	$ 0.25	$ 0.25
Debt conversion of converted debt	$ 25,000	$ 25,000
Accrued interest	$ 2,082	$ 2,082
Number of common stock shares issued for conversion of convertible notes payable principal and accrued interest	108,328	108,328

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Property, Plant and Equipment (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Plant and Equipment, gross	$ 121,778
Less: Accumulated depreciation
Total	121,778
Leasehold Improvement [Member]
Plant and Equipment, gross	$ 121,778

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Bank Loans (Details Narrative) - Hongkong and Shanghai Banking Corporation Limited [Member]	1 Months Ended
	Jul. 31, 2017 USD ($)	Jul. 31, 2017 HKD	Jul. 31, 2017 HKD
Principal amount of loan | $	$ 45,032
Loan interest rate	0.70%		0.70%
Number of installments	60 monthly installments	60 monthly installments
Loan monthly installments amount | $	$ 1,066
Loan maturity date	Jul. 31, 2022	Jul. 31, 2022
HKD [Member]
Principal amount of loan | HKD			HKD 349,000
Loan monthly installments amount | HKD		HKD 8,260

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Bank Loans - Schedule of Bank Loans (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Bank loan	$ 42,731
Less: Current portion	(12,792)
Long-term portion	29,939
Hongkong and Shanghai Banking Corporation Limited [Member]
Bank loan	$ 42,731

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Income Taxes (Details Narrative)	6 Months Ended
	Dec. 31, 2017 USD ($)
Deferred tax assets valuation allowance	$ 351,689
Change in valuation allowance	68,339
Hong Kong [Member]
Net operating losses carryforwards	1,706,490
Deferred tax assets valuation allowance	$ 281,571
Statutory income tax rate	16.50%
United States of America [Member]
Net operating losses carryforwards	$ 200,399
Net operating loss carryforwards expiration year	2035
Deferred tax assets valuation allowance	$ 70,118
Statutory income tax rate	35.00%

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Income Taxes - Schedule of Local (United States) and Foreign Components of Loss Before Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Loss before income tax	$ (170,832)	$ (196,498)	$ (384,769)	$ (461,986)
Local [Member]
Loss before income tax			(29,300)	(52,439)
Anguilla [Member]
Loss before income tax			(3,441)	(21,899)
Hong Kong [Member]
Loss before income tax			$ (352,028)	$ (387,648)

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Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
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 ($)	Dec. 31, 2017	Jun. 30, 2017
Deferred tax assets, gross	$ 351,689	$ 283,350
Less: valuation allowance	(351,689)	(283,350)
Deferred tax assets
United States of America [Member]
Deferred tax assets, gross	70,118	59,863
Hong Kong [Member]
Deferred tax assets, gross	$ 281,571	$ 223,487

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Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Related party transaction, Total	$ 15,510	$ 35,993
Related Party A [Member]
Professional fee paid	7,292	7,547
Related Party B [Member]
Professional fee paid	7,200	27,603
Related Party C [Member]
Professional fee paid	430
Related Party D [Member]
Website design and maintenance fee paid	$ 588	$ 843

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Concentrations of Risks (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Revenues				$ 14,315
Accounts payable					$ 9,109
Revenue [Member] | One Customer [Member]
Concentration risk percentage	100.00%		10.00%	100.00%
Revenue [Member] | Customer [Member]
Concentration risk percentage			99.00%
Revenues			$ 28,509
Revenue [Member] | One Vendor [Member]
Concentration risk percentage	100.00%		99.00%	100.00%
Revenue [Member] | One Vendor [Member] | Minimum [Member]
Concentration risk percentage			10.00%
Accounts Receivable [Member] | One Customer [Member]
Accounts receivable	$ 19,758		$ 19,758
Accounts Receivable [Member] | Customer [Member]
Accounts receivable	11,715		11,715
Accounts Payable [Member] | One Vendor [Member]
Revenues			20,588
Accounts payable

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Lease expense	$ 4,645	$ 3,871	$ 9,290	$ 7,742
Hong Kong [Member]
Operating lease expiration date			Dec. 31, 2018
Monthly rent expense			$ 1,548

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Commitments and Contingencies - Schedule of Future Minimum Rental Payments (Details)	Dec. 31, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 18,581
Total	$ 18,581

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Subsequent Events (Details Narrative) - USD ($)					1 Months Ended
	Feb. 06, 2018	Jan. 23, 2018	Jan. 17, 2018	Jan. 03, 2018	Dec. 31, 2017	Nov. 30, 2017	Sep. 30, 2017	Aug. 31, 2017	Jun. 30, 2017
Common stock, par value					$ 0.0001				$ 0.0001
Proceeds from issuance of common stock					$ 325,500	$ 325,500	$ 60,000	$ 60,000
Subsequent Event [Member] | Subscription Agreement [Member]
Number of shares sold			22,000
Sale of stock price per share	$ 1.50		$ 1.50
Common stock, par value	$ 0.0001		$ 0.0001
Proceeds from issuance of common stock			$ 33,000
Working capital			$ 33,000
Subsequent Event [Member] | Subscription Agreement [Member] | Yip Kwai Hing [Member]
Number of shares sold				25,000
Sale of stock price per share				$ 1.50
Common stock, par value				$ 0.0001
Proceeds from issuance of common stock				$ 37,500
Working capital				$ 37,500
Subsequent Event [Member] | Subscription Agreement [Member] | Yeung Pan Ling [Member]
Number of shares sold			10,000
Subsequent Event [Member] | Subscription Agreement [Member] | Kwong Yuen Ying [Member]
Number of shares sold			12,000
Subsequent Event [Member] | Subscription Agreement [Member] | Ma Yuk Ming [Member]
Number of shares sold		10,000
Sale of stock price per share		$ 1.50
Common stock, par value		$ 0.0001
Proceeds from issuance of common stock		$ 15,000
Working capital		$ 15,000
Subsequent Event [Member] | Subscription Agreement [Member] | Chan Mei Ling [Member]
Proceeds from issuance of common stock	$ 15,000
Working capital	$ 15,000