UNITED STATES

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): May 17, 2018 (May 10, 2018)

Commission file number: 333-216143

(86) 0724-6702631

(Company’s Telephone Number, Including Area Code)

N/A

(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:

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. ¨

Explanatory Note

This amendment No.1 to the current report on Form 8-K/A (the “Amendment No.1 ”) amends the current report on Form 8-K filed by Adveco Group, Inc . (the “Company”) with the U.S. Securities and Exchange Commission on May 16, 2018 (the “Original Form 8-K”). The sole purpose of this Amendment is to correct an error in the Exhibit 10.1 , Share Exchange Agreement dated May 10, 2018, filed along with the Original Form 8-K . The revised Exhibit 10.1 has been filed with this Amendment No.1 . The Original Form 8-K is hereby amended and restated in its entirety.

Item 1.01. Entry into a Material Definitive Agreement

On May 10, 2018, Adveco Group, Inc., a Nevada corporation (hereinafter referred to as “ADVV” or “Company”), SunnyTaste Group Inc., a British Virgin Islands limited liability company ( “STGI”), three stockholders set forth in Schedule A, who collectively hold 100% of the issued and outstanding capital stock of STGI (the “Stockholders”). Pursuant to the Share Exchange Agreement, the Company will issue 427,568,548 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), 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 the 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 Share Exchange will be subject to customary closing conditions. A copy of the Agreement dated May 10, 2018 is filed as Exhibit 10.1 to this Form 8-K. The foregoing description of the Share Exchange does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.

The New Shares to be issued in connection with the Share Exchange will not be registered under the Securities Act, and will be issued in reliance upon the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

The securities described above will be issued in reliance upon exemptions from registration pursuant to Regulation S under the Securities Act of 1933, as amended.

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.