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):  August 31, 2016

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:

Item 1.01              Entry Into A Material Definitive Agreement.

1.       San Lotus Holding Inc. acquires all of outstanding shares of AHI Film Inc.

On August 31, 2016, we entered into an agreement to purchase stock & creditor’s right (the “Agreement I”) with Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Film Inc., to purchase the outstanding 10,000 shares of AHI Film Inc. (the “AHI Film Shares”) in exchange for US$1, and the closing of transaction under Agreement I shall be held on January 1, 2017.

The table below details the proportion of ownership of the Seller had in AHI Film.

The following table lists each of our officers and directors and details their relationship to AHI Film Inc:

A description of the specific terms and conditions of the agreements related to this transaction are set forth in the Agreement I, attached hereto as Exhibit 10.1.

2.       San Lotus Holding Inc. acquires all of outstanding shares of AHI Records Inc.

On August 31, 2016, we entered into an agreement to purchase stock & creditor’s right (the “Agreement II”) with Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Records Inc., to purchase 10,000 shares of AHI Records Inc. (the “AHI Records Shares”) in exchange for US$1, and the closing of transaction under Agreement II shall be held on January 1, 2017.

The table below details the proportion of ownership after the subscription agreement is closed:

The following table lists each of our officers and directors and details their relationship to AHI Records Inc:

A description of the specific terms and conditions of the agreements related to this transaction are set forth in the agreement of assignment, assumption and release, attached hereto as Exhibit 10.2.

3.       San Lotus Holding Inc. acquires all of outstanding shares of San Lotus Holding Inc. registered in British Virgin Islands.

On August 31, 2016, we entered into a stock purchase agreement (the “Agreement III”) with Chang, Hsin-Yu (the “Seller”), the sole shareholder of San Lotus Holding Inc. registered in British Virgin Islands (the “BVI Company”), to purchase the outstanding 50,000 shares of BVI Company (the “BVI Shares”) in exchange for US$1, and the closing of transaction under Agreement III shall be held on January 1, 2017.

The table below details the proportion of ownership of the Seller had in BVI Company:

A description of the specific terms and conditions of the agreements related to this transaction are set forth in the agreement of assignment, assumption and release, attached hereto as Exhibit 10.3.

Item 2.01              Completion of Acquisition or Disposition of Assets.

 The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned acquisition is incorporated by reference into this Item 2.01.

1.       San Lotus Holding Inc. acquires all of outstanding shares of AHI Film Inc.

On August 31, 2016, through entry into and closing the agreement to purchase stock & creditor’s right with Chang, Hsin-Yu, we will acquire all of the issued and outstanding common stock of AHI Film Inc., a California corporation, in exchange for US$1 on January 1, 2017.

2.       San Lotus Holding Inc. acquires all of outstanding shares of AHI Records Inc.

On August 31, 2016, through entry into and closing the agreement to purchase stock & creditor’s right with Chang, Hsin-Yu, we will acquire all of the issued and outstanding common stock of AHI Records Inc., a California corporation, in exchange for US$1 on January 1, 2017.

3.       San Lotus Holding Inc. acquires all of outstanding shares of San Lotus Holding Inc. registered in British Virgin Islands.

On August 31, 2016, through entry into and closing the stock purchase agreement with Chang, Hsin-Yu, we will acquire all of the issued and outstanding common stock of San Lotus Holding Inc. registered in British Virgin Islands  in exchange for US$1 on January 1, 2017.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits

                The following exhibits are being filed herewith:

Exhibit No. and Description

10.1     Agreement to Purchase Stock & Creditor’s right, dated August 31, 2016, between Chang, Hsin-Yu and the Purchaser named therein. 

10.2    Agreement to Purchase Stock & Creditor’s right, dated August 31, 2016, between Chang, Hsin-Yu and the Purchaser named therein. 

10.3    Stock Purchase Agreement, dated August 31, 2016, between San Lotus Holding Inc. registered in British Virgin Islands and the Purchaser named therein. 

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.