San Lotus Holding Inc - FORM 8-K

Attached files

file	filename
EX-10.3 - EX-10.3 - San Lotus Holding Inc	v338526_ex10-3.htm
EX-10.2 - EX-10.2 - San Lotus Holding Inc	v338526_ex10-2.htm
EX-10.1 - EX-10.1 - San Lotus Holding Inc	v338526_ex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 16, 2013

	SAN LOTUS HOLDING INC.
	(Exact name of registrant as specified in its charter)

Nevada	333-176694	45-2960145
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

	3F B302C, No. 185 Kewang Road
	Longtan Township, Taoyuan County 325 Taiwan (R.O.C.)
	(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:	+866-3-4072339

	N/A
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry Into A Material Definitive Agreement.

San Lotus Holding Inc.

On March 16, 2013, we entered into non-binding letters of intent (“LOI”) to acquire 100% ownership in three privately held travel and leisure companies, Smileviet, JSC, a Hanoi, Vietnam corporation, Tourmaster Travel Service Inc., a Taiwan (R.O.C) corporation, and Vietlink International Travel (HK) Ltd., a Hong Kong (S.A.R.) corporation (together referred to as the “entities”). The three entities have operations in the cities of Hanoi, Ho Chi Minh City and Da Nang, Vietnam, Hong Kong and Taipei, Taiwan.

The closing of these acquisitions is subject to the execution of a definitive agreement with each of the entities. Before we will be able to enter into definitive agreements with these entities, each entity must satisfy certain conditions precedent to our satisfaction, including:

completing due diligence, including our review of each entity’s financial statements, history of financings, all liabilities and claims against each entity, all employment contracts, and all licenses and certifications of each entity;

presenting us with fully audited financial statements and accounts and demonstrating that the accounting procedures in place at each entity are in full conformity with our expectations and requirements; and

successfully negotiating and entering into a stock purchase agreement with us within 180 days from the date of signing the LOI.

We have yet to determine the amount of consideration we will offer to acquire these entities. Such determination will be subject to negotiating and entering into the definitive agreements. In addition, as a result of the number of conditions precedent to closing, some of which are not under our control, there can be no assurance that we will enter into definitive agreements or consummate the proposed acquisitions. Accordingly, investors should not place undue reliance on these non-binding letters of intent.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit

Description

10.1

Non-binding Letter of Intent, dated March 16, 2013, to Acquire Smileviet, JSC.

10.2

Non-binding Letter of Intent, dated March 16, 2013, to Acquire Tourmaster Travel Service Inc.

10.3

Non-binding Letter of Intent, dated March 16, 2013, to Acquire Vietlink International Travel (HK) Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SAN LOTUS HOLDING INC.



Dated: March 18, 2013	By:	/s/ Chen Tseng Chih Ying
		Chen Tseng Chih Ying Chief Executive Officer and Director (Principal Executive Officer)

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