Post-effective Amendment to Registration Statement (pos Am)
29 September 2017 - 8:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 28, 2017
Registration No. 333-201037
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
SINO FORTUNE HOLDING CORPORATION
(Exact name of registrant as specified in
its charter)
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Nevada
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35-2507568
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Room 2403, Shanghai Mart Tower
2299 West Yan’an Road, Changning District
Shanghai, China
+86 21-23570077
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Nevada Agency And Transfer Company
50 West Liberty Street, Suite 880
Reno, NV 89501
(775) 322-0626
(011)- 86-10-5982-2039
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel No.: (212) 407-4000
Fax No.: (212) 407-4990
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, 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, please check the following box and lit the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, please check the following box.
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, please check the following box.
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Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
x
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
x
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is an amendment to the Registration
Statement on Form S-1 (Reg. No. 333-201037) (the “Registration Statement”) of Sino Fortune Holding Corporation (f/k/a
Tapioca Corp.) (the “Company”). Pursuant to the undertaking made by the Company in the Registration Statement to remove
from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination
of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the
securities that remain unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Shanghai, People’s Republic of China on September 28, 2017.
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SINO FORTUNE HOLDING CORPORATION
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/s/ Bodang Liu
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Name: Bodang Liu
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Title: Chief Executive Officer and President
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Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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