ADVECO GROUP INC. (OTCMKTS: ADVV) Files An 8-K Entry into a Material Definitive AgreementItem 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 50% 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 50% 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.
Adveco Group Inc. ExhibitEX-10.1 2 advv_ex101.htm AMENDMENT OF SHARE EXCHANGE AGREEMENT advv_ex101.htmEXHIBIT 10.1 AMENDMENT OF SHARE EXCHANGE AGREEMENT BETWEEN ADVECO GROUP INC. & SUNNYTASTE GROUP INC. This amendment is set to amend WHEREAS,…To view the full exhibit click