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): May 4, 2021
Quality Online Education Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34274 | 42-1743717 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
#306- 650 Highway 7 East Richmond Hill, ONT Canada |
L4B2N7 | |
| (Address of principal executive offices) | (Zip Code) |
905-882-1585
(Registrant’s telephone number, including area code)
ADGS Advisory, Inc.
(Former Name or former address if changed from last report.)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| N/A | N/A | N/A |
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On May 4, 2021, ADGS Advisory, Inc. (the “Company”), amended its articles of incorporation change its name to Quality Online Education Group Inc. (the “Name Change”). The change was made in order to align with the Company’s business operations.
Item 8.01. Other Events
On May 11, 2021, FINRA declared the Name Change. Also on May 11, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to QOEG in twenty business days.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 4, 2021. |
1
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.
August 20, 2021
| Quality Online Education Group Inc. | ||
| By: | /s/ Xijin Wu | |
| Xijin Wu | ||
| Title: | President | |
2
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of
ADGS Advisory, Inc.
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “I ” so that, as amended, said Article shall be and read as follows:
| I: The name of the Corporation is Quality Online Education Group Inc. |
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 4th day of May, 2021.
| By: | /s/ Xijin Wu | |
| Authorized Officer | ||
| Title: | Director | |
| Name: | Xijin Wu | |
| Print or Type | ||
State of Delaware Secretary of State Division of Corporations Delivered 06:29 PM 05/04/2021 FILED 06:29 PM 05/04/2021 SR 20211593113 - File Number 4427633 |