WU BA Superior Products Hldg Gr. Inc. (WBWB)

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http://archive.fast-edgar.com//20200220/AMBZ522CZ22252AO22242WZ2AH4NZY22ZZ22/

As filed with the Securities and Exchange Commission on February 20, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WU BA SUPERIOR PRODUCTS HOLDING GROUP INC.
(Exact name of registrant as specified in its charter)






Nevada

7389

27-2015109
(State or jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer
incorporation or organization)

Classification Code Number)

Identification No.)


Chen Yanhuan
Chief Executive Officer
Wu Ba Superior Products Holding Group Inc.
Unit 1301, Zhongan Building, 1 Guangchuang Rd, Longgang District
ShenZhen, GuangDong,China.
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paracorp Incorporated
318 N. Carson Street, #208
Carson City, NV 89701
[phone]
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark Crone, Esq.
The Crone Law Group, P.C.
500 Fifth Avenue, Suite 938
New York, NY 10110
[e-mail]
Telephone: [phone]

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by the selling stockholders.

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, 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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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. (Check one):





Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[X]
Smaller reporting company
[X]


Emerging growth company
[X]


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 13(a) of the Exchange Act [ ] .

CALCULATION OF REGISTRATION FEE

Title of Class of Securities to be
Registered

Amount to be
Registered(1)



Proposed
Maximum
Aggregate
Price Per
Share


Proposed(2)
Maximum
Aggregate
Offering
Price


Amount of
Registration
Fee

Common Stock, $0.001 per share


33,333,000



$
1.26


$
41,999,580


$
5,452

Total


33,333,000



$
1.26


$
41,999,580


$
5,452




(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”) the registrant is also registering an indeterminate number of additional shares of common stock that may be issued as a result of stock splits, stock dividends or similar transactions.


(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act based upon the closing sale price of our shares of common stock of 1.26 on February 10, 2020.


The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED
PROSPECTUS
WU BA SUPERIOR PRODUCTS HOLDING GROUP INC.
33,333,000 shares of Common Stock
This prospectus relates to shares of common stock of Wu Ba Superior Products Holding Group Inc. which may be offered by the selling shareholders for their own account.
The shares of common stock being offered by the selling shareholders pursuant to this prospectus are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), before their sale under this prospectus. This prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for a sale by the selling shareholders to the public without restriction. Each of the selling shareholders and the participating brokers or dealers may be deemed to be an “underwriter” within the meaning of the Securities Act, in which event any profit on the sale of shares by such selling shareholder, and any commissions or discounts received by the brokers or dealers, may be deemed to be underwriting compensation under the Securities Act.
The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by any of the selling shareholders, and we cannot predict when or in what amounts any of the selling shareholders may sell any of our shares of common stock offered by this prospectus.
Our common stock is quoted on the OTC Pink Marketplace under the symbol “WBWB.” On February10, 2020, the closing price of our common stock was $1.26.
We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or disposition by the selling shareholders of the shares of our common stock covered by this prospectus. We are paying the expenses incurred in registering the shares.
Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described under “Risk Factors” beginning on page 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).
The date of this prospectus is February 19. 2020.