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): May 24, 2022
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.) |
|
48 Wall Street, Suite 1009, New York, NY |
10005 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 918-4519
|
______________________ (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 [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. [ ]
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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
Effective May 24, 2022, we amended the employment agreement for Mr. Chiyuan Deng, our Chief Executive Officer. The amended employment agreement allows us to pay Mr. Deng in shares of common stock at the market rate in lieu of cash payments on his salary. No other changes were made to the employment agreement.
The foregoing description of the amended employment agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description |
| 10.1 | Amended Employment Agreement, dated May 24, 2022 |
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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: May 24, 2022
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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”) is made this 24th day of May, 2022, between AB International Group Corp., a Nevada corporation (the “Company”) and Chiyuan Deng (“Employee”).
WHEREAS, the Company and Employee previously entered into an Employment Agreement on July 30, 2018 (the “Employment Agreement”);
WHEREAS, the Company and Employee previously entered into an amendment to the Employment Agreement on September 11, 2020;
WHEREAS, the Company and Employee now desire to amend the Employment Agreement to allow salary to be paid to Employee in shares of the Company’s common stock in lieu of cash;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto hereby agree to amend the Employment Agreement as follows:
Section 4 shall be replaced in its entirety with the following:
“4. COMPENSATION. Employer agrees to pay or cause to be paid the following to Executive for his services during the term of this Employment Agreement:
a. Salary. Employer shall pay the Employee $15,000_ per month ($180,000 per Year). The monthly amount will be paid to Employee once a month on the 5th of each month. Company shall deduct or withhold any and all federal income and social security taxes and state and local taxes required by law, if applicable. If the Company is short on cash, it may pay the salary to Employee in shares of the Company’s common stock at the market price.
b. Common Shares. Employee received 400,000 shares of common stock in Employer upfront for the six-year period of this Agreement. Employee will return to Employer for cancellation 266,667 shares of common stock that he received from the upfront issuance.
c. Annual Bonus. On January 1st of each calendar year the Agreement is in effect, Employer, under direction of its Board, may pay or cause to be paid a cash bonus or the equivalent in shares of common stock to Executive based upon the discretion of the Board.
d. Preferred Shares. 100,000 shares of Series A Preferred Stock in Employer.”
In all other respects, the remaining terms, covenants, conditions and provisions of the Employment Agreement shall continue in full force and effect to the extent provided in the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| AB International Group Corp. | Employee | ||
| By:: /s/ Chiyuan Deng | By: /s/ Chiyuan Deng | ||
| Chiyuan Deng | Chiyuan Deng | ||
| Chief Executive Office |