8-K

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): November 27, 2018 (November 26, 2018)

Commission file number: 333-216143

ADVECO GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	98-1326996
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

(86) 0724-6702631

(Company’s Telephone Number, Including Area Code)

NA

(Former name, former address and former fiscal year, 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 Company under any of the following provisions:

¨ Written communication 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 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. ¨

Item 1.01. Entry into a Material Definitive Agreement

On November 26, 2018, Adveco Group, Inc., a Nevada corporation (hereinafter referred to as “ADVV” or “Company”) executed an agreement (the “Amendment”) to amend The Share Exchange Agreement (the “Original SEA”) entered among the Company, SunnyTaste Group Inc., a British Virgin Islands limited liability company ( “STGI”), and three STGI stockholders (the “STGI Stockholders”) dated May 8, 2018.

According to the Original SEA, the Company will issue 427,568,548 shares (the “New Shares”) of the Company’s common stock to the STGI Stockholders, and transfer these New Shares to the Stockholders (or their designees), which collectively shall represent 98.5% of the issued and outstanding common stock of the Company immediately after the closing, in exchange for 400,000,000 STGI shares (the STGI Shares”), representing 100% of the issued share capital of STGI. As a result of the exchange of the STGI Shares for the New Shares (the “Share Exchange”), STGI will become a wholly owned subsidiary of the Company and there will be a change of control of the Company following the closing.

The Amendment amended the total number of STGI Shares for Share Exchange from 400,000,000 to 420,000,000, representing 100% of the issued share capital of STGI. The total number of authorized shares of STGI stipulated in the Section 1.02 of the Original SEA was also amended from 400,000,000 to 420,000,000. Schedule A attached to the Original SEA was updated to reflect additional 20,000,000 STGI shares owned by one of the STGI Stockholders. Except the terms referenced above, the remaining provisions of the Original SEA shall not be affected or impaired in any manner.

A copy of the Amendment is incorporated herein by reference and filed as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amendment of Share Exchange Agreement dated November 9, 2018

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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.

	Adveco Group Inc.
Dated: November 27, 2018	By:	/s/ Xuebing Ma
		Xuebing Ma, CEO

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EX-10.1

EXHIBIT 10.1

AMENDMENT OF SHARE EXCHANGE AGREEMENT BETWEEN

ADVECO GROUP INC.

& SUNNYTASTE GROUP INC.

This amendment is set to amend WHEREAS, Section 1.02 and Schedule A listed in the SHARE EXCHANGE AGREEMENT (hereinafter referred as SEA) signed between Adveco Group Inc., a Nevada corporation (hereinafter referred to as “ADVV”), and Sunnytaste Group Inc., a Republic of Seychelles business company (“SUNNYTASTE GROUP”) on 10 day of May, 2018.

The previous WHEREAS of the SEA was stated as follow:

“WHEREAS, ADVV desires to acquire 100% of the issued and outstanding equity securities of STGI (the “STGI Shares”) from the Stockholder in exchange (the “Exchange”) for the issuance by ADVV to the Stockholders in the aggregate of 427,568,548 newly issued shares of ADVV, and in the individual amounts as set forth on Schedule A. The Stockholders desire to exchange the 400,000,000 Shares for such newly issued shares of ADVV on the terms described herein;”

The WHEREAS of the SEA will be amended as follow:

“WHEREAS, ADVV desires to acquire 100% of the issued and outstanding equity securities of STGI (the “STGI Shares”) from the Stockholder in exchange (the “Exchange”) for the issuance by ADVV to the Stockholders in the aggregate of 427,568,548 newly issued shares of ADVV, and in the individual amounts as set forth on Schedule A. The Stockholders desire to exchange the 420,000,000 Shares for such newly issued shares of ADVV on the terms described herein;”

The previous Section 1.02 of the SEA was stated as follow:

“Section 1.02 Authorized Shares. The number of shares which STGI is authorized to issue consists of 400,000,000 shares of a single class, no par value per share. There are 400,000,000 shares currently of STGI issued and outstanding. The issued and outstanding shares of STGI are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.”

The Section 1.02 of the SEA will be amended as follow:

“Section 1.02 Authorized Shares. The number of shares which STGI is authorized to issue consists of 420,000,000 shares of a single class, no par value per share. There are 420,000,000 shares currently of STGI issued and outstanding. The issued and outstanding shares of STGI are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.”

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The previous Schedule A listed in the SEA as follow:

Schedule A

Stockholders of SUNNYTASTE GROUP INC.

SUNNYTASTE GROUP Stockholders	Percentage Ownership of SUNNYTASTE GROUP			Number of Shares of STGI to be issued to SUNNYTASTE Stockholders
CHEUNG, WA		10	%		42,756,855
CHENHAO DEVELOPMENT CO., LTD.		50	%		213,754,274
SHENGJIE DEVELOPMENT CO., LTD.		40	%		171,027,419
TOTAL:		100	%		427,568,548

The Schedule A listed in the SEA will be amended as follow:

Schedule A

Stockholders of SUNNYTASTE GROUP INC.

SUNNYTASTE GROUP Stockholders	Percentage Ownership of SUNNYTASTE GROUP			Number of Shares of ADVV to be issued to SUNNYTASTE Stockholders
CHEUNG, WA		14.28	%		61,056,788
CHENHAO DEVELOPMENT CO., LTD.		47.62	%		203,608,143
SHENGJIE DEVELOPMENT CO., LTD.		38.10	%		162,903,617
TOTAL:		100	%		427,568,548

Both parties of the SEA agree with this amendment and agree to continue to follow all terms and conditions listed in the SEA, and will continue to finish all the necessary process states in the SEA.

Adveco, Inc.	Sunnytaste Group Inc.
Director:	Director:
Date：2018.11.26	Date: 2018.11.26

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