UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT
Leader Capital Holdings Corp
(Exact name of registrant as specified in its charter)
Date: October 9, 2018
Nevada | 7371 | 37- 1853394 |
(State or Other Jurisdiction of Incorporation) |
(Primary Standard Classification Code) | (IRS Employer Identification No.)
|
Rm. 3, 9F., No.910, Sec. 2, Taiwan Blvd., Xitun Dist., Taichung City 407, Taiwan (R.O.C.) |
Issuer's telephone number: +886-4-23138178
Issuer’s email: leadercapitalus@gmail.com
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Please send copies of all correspondence to:
V FINANCIAL GROUP, LLC
http://www.vfinancialgroup.com
780 Reservoir Avenue, #123
Cranston, RI 02910
TELEPHONE: (401) 440-9533
FAX: (401) 633-7300
Email: jeff@vfinancialgroup.com
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |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.
Large accelerated filer |_| | Accelerated filer |_| |
Non-accelerated filer |_| (Do not check if a smaller reporting company) | Smaller reporting company |X| |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
This Post-Effective Amendment No. 1 relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-221548), declared effective by the Securities and Exchange Commission on February 22, 2018. The Registrant is filing this Post-Effective Amendment No. 1 pursuant to Rule 462(d) for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement filed on February 5, 2018.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
EXHIBITS TO REGISTRATION STATEMENT |
Exhibit No. | Description | |
3.1 | Certificate of Incorporation, as filed with the Nevada Secretary of State on March 22, 2017 (1) | |
3.2 | By-laws (1) | |
5.1 | Legal Opinion Letter (2) | |
10.1 | Lease Agreement for Taichung Office (1) | |
10.2 | Lease Agreement for Taipei Office (1) | |
10.3 | Lease Agreement for Taichung Office (1) | |
23.1 | Consent of Independent Accounting Firm “TAAD LLP” (1) | |
99.1 | Sample Subscription Agreement (1) |
(1 ) Attached herein and incorporated by reference. These exhibits were originally included as exhibits to our Form S-1/A filed on February 5, 2018.
(2 ) Attached herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, at the location of Taichung City, Taiwan on October 9, 2018.
Leader Capital Holdings Corp | |
By: /s/ Lin Yi-Hsiu | |
Name: Lin Yi-Hsiu | |
Title: Chief Executive Officer, President, Secretary, Treasurer, Director Date: October 9, 2018. |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name: Lin Yi-Hsiu Signature: /s/ Lin Yi-Hsiu Title: Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer; Principal Financial Officer; Principal Accounting Officer) Date: October 9, 2018
Name: Cheng Shui Fung Signature: /s/ Cheng Shui Fung Title: Director Date: October 9, 2018
The McGeary Law Firm, P.C.
1600 Airport Fwy., Suite 300
Bedford, Texas 76022
(817)-282-5885
October 5, 2018
Board of Directors
Leader Capital Holdings Corp.
Rm. 3, 9F., No.910, Sec. 2, Taiwan Blvd.
Xitun Dist., Taichung City 407, Taiwan (R.O.C.)
Re: Registration Statement on Form S-1 (the “Registration Statement”)
Dear Board of Directors:
I have been requested to issue my opinion as to the legal status of common shares of Leader Capital Holdings Corp. (the “Company”) which have been registered on Form S-1 under the Securities Act of 1933, as amended and declared effective on February 22, 2018 , (the “Registration Statement”) for sale by existing stockholders and the Company. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. The Registration Statement relates to the proposed sale of up to 3,000,000 shares of common stock held by the Company and 4,015,395 shares of common stock held by the Selling Shareholders (the “Shares”).
I have, in connection with that request, examined the Articles of Incorporation, By-laws of the Company, the registration statement on Form S-1, and reviewed other documents and conducted other investigations as I have deemed necessary and appropriate to establish a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of natural persons, the genuineness of all signatures, and the authenticity of all documents submitted to me as originals or photo static copies. I have also assumed that signing parties have had the power, corporate or other, to sign all documents that bear their signatures. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon my examination of relevant documents and other inquiries made by me it is my opinion that the Shares to be offered and sold by existing stockholders pursuant to the Registration Statement are duly and validly authorized and issued, fully-paid and non-assessable common shares of the Company. I am further of the opinion that the Shares to be to be offered by the Company, when issued in accordance with the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
I will be available to respond to any questions the Staff of the Securities and Exchange Commission or the Company, may have about the opinions expressed herein or the facts upon which they are based.
CONSENT
I hereby consent to the use of this opinion as an exhibit to the Registration Statement and in any amendment thereto. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Sincerely,
/s/ | |
Aaron D. McGeary |