Tianhe Union Holdings Ltd. (Form: 8-K, Received: 08/15/2017 16:53:40)

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): August 15, 2017

Tianhe Union Holdings Limited

(Exact name of registrant as specified in its charter)

Nevada		333-199967		45-4077653
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

40 Wall Street, 28 Fl, Unit 2851

New York, NY 10005

(Address of Principal Executive Offices)

+646-512-5855

(Issuer’s telephone number)

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

☐	Written communications 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 ☐

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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The board of directors of (the “Board”) of Tianhe Union Holdings Limited (the “Company”), a Nevada Corporation, has approved, upon the consent of the majority shareholders of the Company (the “Majority Shareholders”), the following corporate actions (the “Corporate Actions”): (i) a change of the Company’s name to National Art Exchange, Inc. (the “Name Change”), (ii) an increase of the number of the Company’s authorized common stock from 75,000,000 to 150,000,000 (the “Increase of Authorized Stock”), par value $0.001 per share (the “Common Stock”), and (iii) a 100 to 1 reverse stock split of the outstanding Common Stock of the Company (the “Reverse Stock Split”), to be effective upon the Company’s receipt of written confirmation from the Financial Industry Regulatory Authority (“FINRA”) with respect to the Corporate Actions, pursuant to FINRA Rule 6490 (the “Effective Date”).

On the Effective Date, the total number of outstanding shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 100.

No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

The Company has filed a Certificate of Amendment, pursuant to Nevada Revised Statutes (“NRS”) sections 78.385 and 78.390, and a Certificate of Correction, (collectively, the “Certificates”) with the Secretary of State of the State of Nevada. The Certificates provided for, among other things, the Name Change, the Increase of Authorized Stock, and the Reverse Stock Split, to be effective on the Effective Date. Pursuant to sections 78.385 and 78.390 of NRS, the Articles of Incorporation of the Company were amended in accordance with the Certificates.

A copy of the Certificates are attached hereto as Exhibit 3.1 and Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.

3.1	Certificate of Amendment Pursuant to Nevada Revised Statutes Section 78.385 and 78.390, as filed with the Secretary of State of the State of Nevada

3.2	Certificate of Correction, as filed with the Secretary of State of the State of Nevada

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.

	TIANHE UNION HOLDINGS LIMITED

Date: August 15, 2017	By:	/s/ Qiliang Zheng
	Name:	Qiliang Zheng
	Title:	Chief Executive Officer

Exhibit 3.1

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201	Filed in the office of	Document Number
	(775) 684-5708	/s/ Barbara K. Cegavske	20170340782-24
	Website: www.nvsos.gov	Barbara K. Cegavske	Filing Date and Time
		Secretary of State	08/08/2017 3:35 PM
		State of Nevada	Entity Number
Certificate of Amendment			E0248022014-0
(PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

( Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)

1. Name of corporation:

Tianhe Union Holding Limited

2. The articles have been amended as follows (provide article number if available):

Article 1 of the Articles of Incorporation of the Corporation is hereby amended to the name of corporation to “Notional Art Exchange, Inc.” Article 3 of the Articles of Incorporation of the Corporation is hereby amended to include the following: On July 31, 2017, the Corporation’s Board of Directors and a majority of the shareholders entitled to vote on the action approved an increase of the number of shares of Corporation’s authorized common stock from 75,000,000 to 150,000,000 and a 100 to 1 reverse stock split to be effective upon the Corporation’s receipt of written notice from the Financial Industry Regulatory Authority (“FINRA”) that the Corporation’s request to process documentation with respect to the aforementioned reverse stock split pursuant to FINRA Rule 6490 has occurred (the “Split Effective Date”). (See attached complete paragraph.)

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:
	57.28%

4. Effective date of filing: (optional)	Date:			Time:
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X /s/ Qiliang Zheng
Signature of Officer

*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Amend Profit-After
	Revised: 1-5-15

Exhibit A

FORM OF

CERTIFICATE OF AMENDMENT TO

ARTICLES OF INCORPORATION OF

TIANHE UNION HOLDINGS LIMITED

July 31, 2017

Tianhe Union Holdings Limited, a corporation organized and existing under and by virtue of the Nevada Revised Statutes (the “ Corporation ”), does hereby certify:

First: The Board of Directors of the Corporation (the” Hard ”), acting by Unanimous Written Consent in accordance with Section 78.315 of the Nevada Revised Statutes of the State of Nevada, adopted a resolution authorizing the Corporation to increase the number of shares of authorized Common Stock of the Corporation (the “ Common Stock ”) from 75,000,000 to 150,000,000, to effect a 100 to 1 reverse split of the Common Stock, par value $0.001, whereby every 100 issued and outstanding shares of the Corporation’s Common Stock (including each share of treasury stock), shall automatically and without any action on the part of the holder thereof be combined into one (1) fully paid and nonassessable share of Common Stock, to change the name of the Corporation to “National Art Exchange, Inc.”, and to file this Certificate of Amendment:

Article 1 of the Articles of Incorporation of the Corporation is hereby amended to the name of corporation to “Notional Art Exchange, Inc.”

Article 3 of the Articles of Incorporation of the Corporation is hereby amended to include the following:

“On July 31, 2017, the Corporation’s Board of Directors and a majority of the shareholders entitled to vote on the action approved an increase of the number of shares of Corporation’s authorized common stock from 75,000,000 to 150,000,000 and a 100 to 1 reverse stock split to be effective upon the Corporation’s receipt of written notice from the Financial Industry Regulatory Authority (“FINRA”) that the Corporation’s request to process documentation with respect to the aforementioned reverse stock split pursuant to FINRA Rule 6490 has occurred (the “Split Effective Date”). Each 100 shares of the corporation’s common stock issued and outstanding immediately prior to the Split Effective Date (the “Old Common Stock”) shall automatically reclassified and changed into one share without any action on part of the holder thereof, which the Corporation shall be authorized to issue immediately subsequent to the Split Effective Date (the “New Common Stock”). Each holder of a certificate or certificates which immediately prior to the Split Effective Date represented outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Split Effective Date, be entitled to receive upon surrender of such Old Certificates to the Corporation’s transfer agent for cancellation, a certificate or certificates (the “New Certificates”) representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified under the terms hereof. No fractional shares of New Common Stock of the Corporation shall be issued. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock of the Corporation. Instead, any fractional share shall be rounded to the next whole share.

Second: That in lieu of a meeting and vote of stockholders, the holders of a majority in interest of record of the issued and outstanding shares of Common Stock have given Written Consent to said amendment in accordance with the provisions of Section 78.320 of the Nevada Revised Statutes.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 78.390 of the Nevada Revised Statutes.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by the undersigned as of the date first above written.

	/s/ Qiliang Zheng
	Qiliang Zheng
	Chief Executive Officer

Exhibit 3.2

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201	Filed in the office of	Document Number
	(775) 684-5708 Website: www.nvsos.gov	/s/ Barbara K. Cegavske	20170342071-67
		Barbara K. Cegavske	Filing Date and Time
		Secretary of State	08/09/2017 1:10 PM
		State of Nevada	Entity Number
Certificate of Correction			E0248022014-0
(PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Correction

(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)

1. The name of the entity for which correction is being made:

Notional Art Exchange, Inc. (Formerly, Tianhe Union Holding Limited)

2. Description of the original document for which correction is being made:

Certificate of Amendment (Document Number: 20170340782-24)

3. Filing date of the original document for which correction is being made:

08/08/2017

4. Description of the inaccuracy or defect:

The Certificate of Amendment filed on August 8, 2017 incorrectly stated that Article 1 of the Articles of Incorporation of the Corporation is hereby amended to change the name of corporation to “Notional Art Exchange, Inc.” We are correcting the foregoing amendment to reflect that Article 1 of the Articles of Incorporation of the Corporation is amended to change the name of corporation to “National Art Exchange, Inc.”

5. Correction of the inaccuracy or defect:

Article 1 of the Articles of Incorporation of the Corporation is hereby amended to change the name of corporation to “National Art Exchange, Inc.”

6. Signature:

x /s/ Qiliang Zheng		Chief Executive Officer		08/09/2017
Authorized Signature		Title *		Date

*If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.		Nevada Secretary of State Correction
		Revised: 1-5-15