SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 2018
AB International Group Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55979 | 37-1740351 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
16th Floor, Rich Towers, 2 Blenheim Avenue Tsim Sha Tsui, Kowloon, Hong Kong |
________ |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (852) 2622-2891
|
______________________ (Former name or former address, if changed since 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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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. [ ]
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 18, 2018, Alexander Holtermann resigned as our Chief Executive Officer and member of our Board of Directors. In his resignation letter, which is attached as Exhibit 99.1 to this Current Report on Form 8-K in its entirety, Mr. Holtermann claims, among other things, to not have received access to company information.
On September 18, 2018, Ian Wright resigned as our Chief Operating Officer.
We accept that both Messrs. Holtermann and Wright resigned for “good reason” as defined in their respective employment agreements.
Under the respective employment agreements for Messrs. Holtermann and Wright, their respective resignations from officer positions are effective 30 days from when the notices were sent to our company.
The appointments of Messrs. Holtermann and Wright were part of the overall transaction in acquiring iCrowdU Inc. Other than financial information concerning iCrowdU Inc., which Messrs. Holtermann and Wright were required to submit by the last day of September 2018, all other information was provided to us concerning the transaction.
In addition, we issued 8,000,000 shares but they were not delivered to Messrs. Holtermann and Wright. They never transferred 8,000,000 shares in iCrowdU to us from their privately held shares as required under the acquisition agreement.
On September 15, 2018, Luis Hadic resigned as our CFO. In his resignation letter, which is attached as Exhibit 99.2 to this Current Report on Form 8-K in its entirety, Mr. Hadic claims, among other things, to not have received access to company information.
We appointed Linqing Ye as our CFO. Mr. Ye is currently serving as a member of our board of directors.
There are no family relationships between Mr. Ye and any of our officers and directors. Mr. Ye’s business experience is contained in our annual report on Form 10-K for the year ended August 31, 2017. Mr. Ye does not have any material interest in any of our transactions for the past two years.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 99.1 | Letter from Alexander Holtermann(1) |
| 99.2 | Letter from Luis Hadic |
| (1) | Previously filed. |
| 2 |
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.
AB International Group Corp.
/s/ Chiyuan Deng
Chiyuan Deng
President
Date: November 1, 2018
| 3 |
Luis Hadic
23717 110B Ave.
Maple Ridge, BC. Canada. V2W 2E2
September 14, 2018
Board of Directors
AB International Group Corp.
Chiyuan Deng, CEO, Principal Executive Officer, President and Director Jianli Deng, Secretary and Treasurer
16th Floor, Rich Towers, 2 Blenheim Avenue Tsim Sha Tsui, Kowloon, Hong Kong
RE: Resignation as Chief Financial Officer and Principal Financial Officer
Dear Board of Directors and Officers:
Effective immediately (September 14, 2018 at 1:30 PM Pacific Time - USA), I herewith resign as the Chief Financial Officer and Principal Financial Officer of AB International Group Corp.
My resignation is based upon the fact that I have made repeated demands that you immediately provide me with certain clearly specified information that I have requested from you, in writing, concerning material financial issues and disclosures contained in the company's SEC filings. Specifically, I have requested documents and information from you relating to substantiation and support for material financial information contained in such disclosures and filings. Also, as I told you yesterday, if I did not receive such information from you, I would be forced to discontinue my involvement with the company. You have totally failed and refused to provide the requested information, or even communicate with me in any manner regarding my demands.
Manifestly, your failure and refusal to provide such information to me causes me great concern, creates an untenable working environment and is wholly unacceptable to me.
I also respectfully herewith demand that you comply with any and all applicable federal securities laws, rules and regulations relating to disclosure of my resignation, including the timely filing of a Form 8-K, with this letter of resignation attached as an exhibit.
Sincerely,
/s/ Luis Hadic
Luis Hadic