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

November 19, 2014  

Date of Report (Date of earliest event reported)

SUCCESS HOLDING GROUP INTERNATIONAL INC. 

(Exact name of registrant as specified in its charter)

(260) 490-9990 

Registrant’s telephone number, including area code

n/a 

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Production and Distribution Agreement

On November 19, 2014, the Board of Directors of Success Holding Group International, Inc., a Nevada corporation (the "Company"), authorized the execution of that certain production and distribution agreement (the "Production Agreement") with Shengda Movie Production ("Shengda"), pursuant to which Shengda will produce a motivational Internet movie series titled "High-Heels" (the "Inspirational Movie"). In accordance with the terms of the Production Agreement, Shengda authorized the Company to film and distribute the Inspirational Movie, whereby each episode shall be approximately 25 minutes long at a fee of $7,500,000 per episode (including script fee of $1,500,000 (the "Fee"). The Fee will be paid by the Company in installments, which covers production, marketing, and distribution as follows: (i) 30% ($2,250,000) payable within five days after execution of the Production Agreement and Shengda must complete the execution of the performance agreement with the cast within five days from execution of the Production Agreement; (ii) 20% ($1,500,000) payable within three days of confirming the financial version of the movie script and production plan by Shengda; (iii) 20% ($1,500,000) payable within one week of Shendga commencing its production and filming; (iv) 20% ($1,500,000) payable upon Shengda completing half of the production pursuant to which Shengda is required to provide the Company with progress plan beforehand; and (v) $10% ($750,000) payable within three days after Shengda completes the filming and production of the Inspirational Movie as approved by the People's Republic of China pertaining to any applicable laws and the delivery of the completed Inspirational Movie to the Company and the Inspirational Movie is broadcasted on one of the six Internet platforms.

In further accordance with the terms and provisions of the Production Agreement, Shengda must complete the filming and production of the Inspirational Movie before December 31, 2015 and shall be responsible for all advertisements, including writing materials. Shengda also agreed that the Inspirational Movie will be broadcasted on one of the six largest Chinese internet video platforms and released on the Satellite Television and CCTV. Profits from the Inspirational Movie, after deduction of necessary production expenses, will be distributed equally between Shengda and the Company.

As of the date of this Current Report, the Company has paid $218,069.27 to Shengda. This is the fifth Internet short film that SHGT has invested in this year.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

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.

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