Zeta Network Group — Annual Report 2020

Feb 26, 2021

20-F/A 1 f20fa12020_colorstar.htm AMENDMENT NO. 1 TO FORM 20-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2020

OR

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

For the transition period from ___ to _______.

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 333-226308

Color Star Technology Co., Ltd.

(Exact name of Registrant as Specified in its Charter)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

800 3rd Ave, Suite 2800

New York NY 10022

(Address of Principal Executive Offices)

Biao (Luke) Lu

Chief Executive Officer

(212) 220-3967

800 3rd Ave, Suite 2800

New York NY 10022

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.001	CSCW	Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

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The number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of November 12, 2020 was: 54,861,811 ordinary shares, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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Explanatory Note

This Amendment No. 1 (the “ Form 20-F/A ”) to the Annual Report on Form 20-F of Color Star Technology Co., Ltd. (the “Company”) for the year ended June 30, 2020 (the “ Form 20-F ”), which was filed with the Securities and Exchange Commission on November 13, 2020, is being filed for the purpose of amending Exhibit 12.1 and 12.2 of the Form 20-F in order to include the internal control over financial reporting language.

Except as described above, this Form 20-F/A does not, and does not purport to, amend, modify, update or restate any information set forth in the Form 20-F or reflect any events that occurred subsequent to the filing of the Form 20-F on November 13, 2020.

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PART III

ITEM 19. EXHIBITS

Exhibit Number	Description of Documents
1.1	Amended
and Restated Memorandum and Articles of Association, dated May 1, 2020 (Incorporated by reference to Exhibit 99.2 of the Company’s
Report on Form 6-K filed with the SEC on May 5, 2020)
1.2	Amended
and Restated Memorandum and Articles of Association, dated June 28, 2019 (Incorporated by reference to Exhibit 99.2 of the
Company’s Report on Form 6-K filed with the SEC on July 17, 2019)
1.3	Certificate
of Incorporation on Change of Name, dated July 12, 2019 (Incorporated by reference to Exhibit 99.1 of the Company’s
Report on Form 6-K filed with the SEC on July 17, 2019)
1.4	Certificate
of Incorporation on Change of Name, dated May 1, 2020 (Incorporated by reference to Exhibit 99.1 of the Company’s Report
on Form 6-K filed with the SEC on May 5, 2020)
4.1	Form
of Employment Agreement (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 20-F filed with the
SEC on November 15, 2019)
4.2	Form
of Director Agreement (Incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 20-F filed with the
SEC on November 15, 2019)
4.3	2019
Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the
SEC on June 5, 2019)
4.4	Employment
Agreement by and between Sean (Yang) Liu and the Company, dated March 28, 2019 (Incorporated by reference to Exhibit 99.1
of the Company’s Report on Form 6-K filed with the SEC on March 28, 2019)
4.5	Amended and Restated Employment Agreement by and between Sean (Yang) Liu and the Company, dated May 5, 2020 (Incorporated by reference to Exhibit 99.3 of the Company’s Report on Form 6-K filed with the SEC on March 28, 2019)
4.6	Employment
Agreement by and between Lili Jiang and the Company, dated March 28, 2019 (Incorporated by reference to Exhibit 99.1 of the
Company’s Report on Form 6-K filed with the SEC on March 28, 2019)
4.7	Director
Agreement by and between Xiaoyuan Zhang and the Company, dated July 19, 2019 (Incorporated by reference to Exhibit 99.2 of
the Company’s Report on Form 6-K filed with the SEC on July 24, 2019)
4.8	Director
Agreement by and between Yingxian (Elaine) Xiang and the Company, dated September 21, 2020 (Incorporated by reference to Exhibit
99.1 of the Company’s Report on Form 6-K filed with the SEC on September 25, 2020)
4.9	Form
of Placement Agency Agreement, between Color Star Technology Co., Ltd. and Maxim Group LLC (Incorporated by reference to Exhibit
99.1 of the Company’s Report on Form 6-K filed with the SEC on September 17, 2020)

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| 4.10 | Form
of Securities Purchase Agreement between the Company and the Purchasers in connection with the September 2020 Offering (Incorporated
by reference to Exhibit 99.2 of the Company’s Report on Form 6-K filed with the SEC on September 17, 2020) |
| --- | --- |
| 4.11 | Form
of Warrants in connection with the September 2020 Offering (Incorporated by reference to Exhibit 99.3 of the Company’s
Report on Form 6-K filed with the SEC on September 17, 2020) |
| 4.12 | Form
of Lock-Up Agreement in connection with the September 2020 Offering (Incorporated by reference to Exhibit 99.4 of the Company’s
Report on Form 6-K filed with the SEC on September 17, 2020) |
| 4.13 | Securities
Purchase Agreement between the Company and GPL Ventures LLC dated September 4, 2020 (Incorporated
by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on September 9, 2020) |
| 4.14 | Asset
Purchase Agreement by and between the Company and Qiaoli Lin dated August 21, 2020 (Incorporated by reference to Exhibit 10.1
of the Company’s Report on Form 6-K filed with the SEC on August 28, 2020) |
| 4.15 | Director
Agreement by and between Hung-Jen Kuo and the Company, dated August 12, 2020 (Incorporated by reference to Exhibit 10.1 of
the Company’s Report on Form 6-K filed with the SEC on August 13, 2020) |
| 4.16 | Placement
Agency Agreement, dated July 20, 2020, between Color Star Technology Co., Ltd. and Maxim Group LLC (Incorporated by reference
to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on July 22, 2020) |
| 4.17 | Form
of Securities Purchase Agreement between the Company and the Purchasers in connection with the July 2020 Offering (Incorporated
by reference to Exhibit 99.2 of the Company’s Report on Form 6-K filed with the SEC on July 22, 2020) |
| 4.18 | Form
of Warrants in connection with the July 2020 Offering (Incorporated by reference to Exhibit 99.3 of the Company’s Report
on Form 6-K filed with the SEC on July 22, 2020) |
| 4.19 | Form
of Lock-Up Agreement in connection with the July 2020 Offering (Incorporated by reference to Exhibit 99.4 of the Company’s
Report on Form 6-K filed with the SEC on July 22, 2020) |
| 4.20 | Employment
Agreement by and between Biao (Luke) Lu and the Company dated July 17, 2020 (Incorporated by reference to Exhibit 99.1 of
the Company’s Report on Form 6-K filed with the SEC on July 17, 2020) |
| 4.21 | Amendment
No. 2 to the Share Exchange Agreement by and among the Company, Yang (Sean) Liu Sunway Kids International Education Group
Ltd. and its shareholders dated June 25, 2020 (Incorporated by reference to Exhibit 99.1 of the Company’s Report on
Form 6-K filed with the SEC on June 26, 2020) |
| 4.22 | Share
Purchase Agreement by and among the Company and Yanliang Han dated June 25, 2020 (Incorporated by reference to Exhibit 99.2
of the Company’s Report on Form 6-K filed with the SEC on June 26, 2020) |
| 4.23 | Placement
Agency Agreement, dated May 11, 2020, between Color Star Technology Co., Ltd. and Maxim Group LLC (Incorporated by reference
to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on May 13, 2020) |

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| 4.24 | Form
of Securities Purchase Agreement between the Company and the Purchasers in connection with the May 2020 Offering (Incorporated
by reference to Exhibit 99.2 of the Company’s Report on Form 6-K filed with the SEC on May 13, 2020) |
| --- | --- |
| 4.25 | Form
of Warrants in connection with the May 2020 Offering (Incorporated by reference to Exhibit 99.3 of the Company’s Report
on Form 6-K filed with the SEC on May 13, 2020) |
| 4.26 | Form
of Lock-Up Agreement in connection with the May 2020 Offering (Incorporated by reference to Exhibit 99.4 of the Company’s
Report on Form 6-K filed with the SEC on May 13, 2020) |
| 4.27 | Share
Exchange Agreement by and among the Company, Yang (Sean) Liu, Color China Entertainment Limited and its shareholders, dated
May 7, 2020 (Incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on May
11, 2020) |
| 4.28 | Share
Purchase Agreement by and among Xianfu Han and Weili He, Xin Ao Construction Materials, Inc. and Huitao Technology Co., Ltd.,
dated March 31, 2020 (Incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC
on April 8, 2020) |
| 4.29 | Placement
Agency Agreement, dated March 31, 2020, between Huitao Technology Co., Ltd. and Maxim Group LLC (Incorporated by reference
to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on April 2, 2020) |
| 4.30 | Form
of Securities Purchase Agreement, dated March 31, 2020, between the Company and the Purchasers in connection with the March
2020 Offering (Incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 6-K filed with the SEC on April
2, 2020) |
| 4.31 | Form
of Warrants in connection with the March 2020 Offering (Incorporated by reference to Exhibit 99.3 of the Company’s Report
on Form 6-K filed with the SEC on April 2, 2020) |
| 4.32 | Form
of Lock-Up Agreement in connection with the March 2020 Offering (Incorporated by reference to Exhibit 99.4 of the Company’s
Report on Form 6-K filed with the SEC on April 2, 2020) |
| 4.33 | Joint
Venture Agreement by and between CACM Group NY, Inc. and Baydolphin, Inc. (Incorporated by reference to Exhibit 99.1
of the Company’s Report on Form 6-K filed with the SEC on March 16, 2020) |
| 4.34 | Share
Exchange Agreement by and among Huitao Technology Co., Ltd., Yang (Sean) Liu, Sunway Kids International Education Group Ltd.
and its shareholders (Incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC
on January 3, 2020) |
| 4.35 | Amendment
No. 1 to the Share Exchange Agreement by and among Huitao Technology Co., Ltd., Yang (Sean) Liu, Sunway Kids International
Education Group Ltd. and its shareholders (Incorporated by reference to Exhibit 99.1 of the Company’s Report on Form
6-K filed with the SEC on February 14, 2020) |

| 4.36 | Securities
Purchase Agreement by and between Huitao Technology Co., Ltd. and Hou Sing International Business Limited (Incorporated by
reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on January 23, 2020) |
| --- | --- |
| 4.37 | Office Service Agreement, dated June 24, 2020, by and between Quest Workspaces 800 3rd, LLC and CACM Group NY, Inc. |
| 8.1 | List of Subsidiaries |
| 11.1 | Code
of Business Conduct and Ethics (Incorporated by reference to Exhibit 11.1 of the Company’s Report on Form 20-F filed
with the SEC on November 15, 2019) |

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12.1*	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1* *	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document * *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document * *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document * *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document * *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document * *

• Filed herewith.

** Previously filed as an exhibit to the Form 20-F for the period ending June 30, 2020, as filed with the Securities and Exchange Commission on November 13, 2020.

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Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

COLOR STAR TECHNOLOGY CO., LTD.
/s/ Biao (Luke) Lu
Name: Biao (Luke) Lu
Title: Chief Executive Officer

Date: February 26, 2021

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