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

January 23, 2018

Date of Report (Date of earliest event reported)

44 20 8050 2379

Registrant’s telephone number, including area code

____________________________________________

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ITEM 3.02 UNREGISTERED SALE OF SECURITIES

Since the filing of its annual report on Form 10-K for the fiscal year ended December 31, 2017, Cloudweb, Inc., a Nevada corporation (the “Company”), has issued a total of 20,000,000 shares of its common stock.

On January 23, 2018, the Company approved the issuance of 16,000,000 shares of its common stock to Letterston Investments Limited, a BVI corporation (controlled by the Company’s Chief Executive Officer, Zhi De Liao), as compensation for the payment of the Chief Executive Officer of the Company, Zhi De Liao’s salary for the years 2017 and 2018.

On July 1, 2017, the Company issued Convertible Promissory Notes (the “Note”), to various third-parties, each in the principal amount of $34,000.00 (the “Holders”), which allows the Holders to convert all or a portion of the debt thereunder into shares of the Company’s common stock at a price of $0.005 per share for the Holders.

Pursuant to the terms of the Note, each holder has the right to convert any portion of the principal amount thereof at $0.005 per share of the Company’s common stock. The Holders also have the right to assign any portion of the Note, or assign the shares to be issued upon any conversion of the Notes, to other parties.

During the month of January 2018, the Holders provided notices of election to convert a total of $20,000.00 of the Notes into shares, which totaled 4,000,000 shares.

Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and we are required to refuse to register any transfer that does not comply with such requirements.

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

DATE: April 13, 2018