Current Report Filing (8-k)
September 20 2018 - 5:51PM
Edgar (US Regulatory)
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):
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.
Both
Messrs. Holtermann and Wright claim they resigned for “good reason” as defined in their respective employment agreements.
We vehemently deny these claims.
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. Holdermann and Wright were part of the overall transaction in acquiring iCrowdU Inc. We have repeatedly
requested from Messrs. Holdermann and Wright access to the financial and other information of iCrowdU Inc. in order to properly
fulfill our reporting obligations with the SEC. As of the date of this Current Report on Form 8-K, no such information has been
provided. In addition, we issued 8,000,000 shares to Messrs. Holtermann an Wright, but they never transferred 8,000,000 shares
in iCrowdU to us from their private hold shares as required under the acquisition agreement.
On
September 19, 2018, our Board of Directors terminated Luis Hadic as our Chief Financial Officer and appointed Linqing Ye as our
Chief Financial Officer. Mr. Ye is currently 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.
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:
September 20, 2018
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