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 11, 2014

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:

The following tables detail our officers and directors and their relationship to Green Forest, if any.

              Finally, the following table details how the Shares were distributed to the above officers, directors and affiliates in the inTransaction 1 and Transaction 2 above.

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Item 2.01                Completion of Acquisition or Disposition of Assets.

                Reference is made to the disclosures concerning the acquisition set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

                The Land-1 and Land-2 consists of 1,749,128.75 square meters, in the Dataoping Section of Zaoqiao Township and Laotianliao Section of Touwu Township, Miliaoli County, Taiwan (R.O.C.). The lots in Land are separately zoned as "agricultural region;" "traffic region;" "forest region;" "C-class construction land;" and "water resource region." By law, the entire title to such lots zoned as agricultural region cannot be transferred to Green Forest until Green Forest obtains a license of agricultural enterprises.

The entire title to the lots other than those zoned as agricultural region will be transferred to Green Forest after closing, as any previous mortgage on the Land-1 and/or Land-2 will be satisfied after closing. The appraisal report has been disclosed as Exhibit 10.8 in current reports on Form 8-K previously filed with the Securities and Exchange Commission on December 30, 2013.

Before our acquisition, we had the Land-1 and Land-2 appraised by an independent third-party appraisal company, Zhanmao Real Estate Appraisers Firm ("Zhanmao"), to determine the fair market value of Land-1 and Land-2. Zhanmao appraised the Land-1 at TWD$3,369,303,693  (US$111,581,126.3) and appraised the Land-2 at TWD$1,214,398,015  (US$40,957,774.7) pursuant to "Sale Price Comparison approach"; "Land Development Analysis approach" for land of the specific types-agricultural; traffic; forest; and water resource, etc.

               We have not yet determined our specific use for the land, although we intend to either use it to develop scenic, destination real estate or hold it for later resale when we need to raise funds. We have entered into non-binding letters of intent to acquire several other properties in Taiwan, all of which we have disclosed on current reports on Form 8-K previously filed with the Securities and Exchange Commission. Once we complete all of these acquisitions, expected by the end of 2014, we will evaluate our land holdings in their entirety and develop an overall plan on how to develop and/or utilize the properties.

Item 3.02                Unregistered Sale of Equity Securities.

               Reference is made to the disclosures set forth under Item 1.01 of this report, which are incorporated herein by reference.

               Our issuance of 600,596,475 shares of our common stock pursuant to the Subscription Agreements, each dated August 11, 2014, were not issued in a "public offering" as defined in Section 4(2) of the Securities Act of 1933, as amended, (the "Securities Act") and met the requirements to qualify for exemption from registration pursuant to either Regulation S or Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). The sale of shares exempt from registration under Regulation S was all made outside of the U.S. to non-U.S. persons.

               This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy securities. The securities have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an exemption from registration under the Securities Act.

Item 9.01                Financial Statements and Exhibits.

(d)           Exhibits 

               The following exhibits are being filed herewith:

Exhibit No. and Description

10.1    Land Purchase Agreement in Transaction 1, dated as of August 11, 2014

10.2    Land Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.3    Promissory Note in Transaction 1, dated as of August 11, 2014

10.4    Promissory Note in Transaction 2, dated as of August 11, 2014

10.5    Agreement of Assignment, Assumption and Release in Transaction 1, dated as of August 11, 2014

10.6    Agreement of Assignment, Assumption and Release in Transaction 2, dated as of August 11, 2014

10.7    Cancellation of Promissory Note in Transaction 1, dated as of August 11, 2014

10.8    Cancellation of Promissory Note in Transaction 2, dated as of August 11, 2014

10.9    Regulation S Stock Purchase Agreement in Transaction 1, dated as of August 11, 2014

10.10 Regulation S Stock Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.11 Regulation D Stock Purchase Agreement in Transaction 1, dated as of August 11, 2014

10.12 Regulation D Stock Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.13 Appraisal Report of Zhanmao Real Estate Appraisers Firm. * 

* Previously filed in our Curent Report on Form 8-K dated December 30, 2013.

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: August 11, 2014

By:        /s/ Chen, Li-Hsing________________ 

              Chen Li-Hsing

              President and Chairman of the Board

EXHIBIT INDEX

Exhibit No. and Description

10.1 Land Purchase Agreement in Transaction 1, dated as of August 11, 2014

10.2 Land Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.3 Promissory Note in Transaction 1, dated as of August 11, 2014

10.4 Promissory Note in Transaction 2, dated as of August 11, 2014

10.5 Agreement of Assignment, Assumption and Release in Transaction 1, dated as of August 11, 2014

10.6 Agreement of Assignment, Assumption and Release in Transaction 2, dated as of August 11, 2014

10.7 Cancellation of Promissory Note in Transaction 1, dated as of August 11, 2014

10.8 Cancellation of Promissory Note in Transaction 2, dated as of August 11, 2014

10.9 Regulation S Stock Purchase Agreement in Transaction 1, dated as of August 11, 2014

10.10Regulation S Stock Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.11Regulation D Stock Purchase Agreement in Transaction 1, dated as of August 11,2014

10.12Regulation D Stock Purchase Agreement in Transaction 2, dated as of August 11, 2014

10.13 Appraisal Report of Zhanmao Real Estate Appraisers Firm. * 

* Previously filed in our Curent Report on Form 8-K dated December 30, 2013.