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): ~~May~~June 1526, 2015

SUTOR TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada	001-33959	87-0578370
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 8, Huaye Road

Dongbang Industrial Park

Changshu, China 215534

(Address of Principal Executive Offices)

(86) 512-52680988

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR.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))

Item 2 3.0203. ~~Results~~Material ofModifications ~~Operations~~to ~~and~~Rights ~~Financial~~of ~~Condition~~Security Holders.

OnThe ~~May~~disclosure ~~15,~~set ~~2015,~~forth ~~Sutor~~under ~~Technology~~Items ~~Group Limited~~5.03 ~~(the~~and ~~“Company”)~~8.01 ~~issued~~below ~~a press release announcing its unaudited financial results for the third quarter of~~is ~~fiscal~~incorporated ~~year~~herein ~~2015~~by ~~ended March 31, 2015~~reference.

AItem ~~copy~~5.03. ofAmendments ~~the~~to ~~press~~Articles ~~release~~of isIncorporation ~~hereby~~or ~~furnished as~~Bylaws; ~~Exhibit~~Change ~~99.1~~in ~~and~~Fiscal ~~incorporated herein by reference~~Year.

~~The~~Sutor ~~information~~Technology ~~contained~~Group inLimited ~~this~~(the ~~Current~~“Company”) has ~~Report~~filed ona ~~Form~~Certificate ~~8-K~~of ~~and~~Change ~~the~~pursuant ~~exhibit~~to ~~attached~~Section ~~hereto~~78.209 ~~shall~~of ~~not~~the beNevada ~~deemed~~Revised toStatutes be(the “~~filed~~Certificate of Change”) with ~~for~~the ~~purposes~~Secretary of ~~Section~~State 18 of the ~~Securities~~State ~~Exchange~~of ~~Act~~Nevada ofto ~~1934,~~effect asa ~~amended~~one-for-five (1-for-5) reverse stock split (the “~~Exchange~~Reverse ~~Act~~Split”), of orthe ~~otherwise~~authorized ~~subject~~and toissued ~~the~~and ~~liabilities~~outstanding shares of ~~that section,~~the ~~nor~~common ~~shall~~stock, ~~such~~par ~~information~~value or$0.001 ~~such~~per ~~exhibit~~share, beof ~~deemed~~the ~~incorporated~~Company by(the ~~reference~~“Common Stock”). inPursuant ~~any~~to ~~filing under~~ the ~~Securities~~Certificate ~~Act~~ of ~~1933~~Change, ~~as amended, or~~ the ~~Exchange~~Reverse ~~Act,~~Split ~~except~~became aseffective ~~shall~~at be5:00 ~~expressly~~a.m. ~~set~~Pacific ~~forth~~Daylight byTime ~~specific~~on June ~~reference~~26, in2015 ~~such~~(the a“Effective ~~filing~~Time”).

~~Item~~The 7Reverse Split was duly approved by the Board of Directors of the Company without shareholder approval, in accordance with the authority conferred by Section 78.01207 of the Nevada Revised Statutes. At the Effective Time, the Company’s Articles of Incorporation was also amended and the authorized number of shares ~~Regulation~~of FDthe ~~Disclosure~~Company’s Common Stock was accordingly decreased from five hundred million (500,000,000) shares to one hundred million (100,000,000) shares.

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~Certificate of Change, holders of the Company’s Common Stock will be deemed to hold one (1) post-split share of the Company’s Common Stock for every five (5) shares of the Company’s issued and outstanding Common Stock held immediately prior to the Effective Time. No fractional shares of the Company’s Common Stock will be issued in ~~Item~~connection 2with the Reverse Split.02 ~~above~~Stockholders iswho ~~incorporated~~are entitled to a fractional post-split share bywill ~~reference~~receive ~~herein~~in lieu thereof one (1) whole post-split share. Following the Reverse Split, each stockholder’s percentage ownership and proportional voting power in the Company will remain unchanged, with the exception of minor changes and adjustments resultling from rounding up of fractional shares.

Item 98.01. ~~Financial~~ ~~Statements~~Other ~~and Exhibits~~Events.

~~(d)~~At ~~Exhibits~~the market opening on June 26, 2015, the Company’s Common Stock began trading on the NASDAQ Stock Market on a split-adjusted basis under a new CUSIP number 869362202. In addition, the Company’s Common Stock is trading under a new symbol “TOR.”

Exhibit		Description
99.1		Press release dated May 15, 2015, announcing financial results for the third quarter of fiscal year 2015

On June 26, 2015, the Company issued a press release announcing the Reverse Split and the change of trading symbol. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits

Sutor Technology Group Limited Date: May 15, 2015 /s/ Lifang Chen Chief Executive Officer

Exhibit		Description
3.1		Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015
99.1		Press release, dated June 26, 2015

~~EXHIBIT INDEX~~SIGNATURES

Exhibit		Description
99.1		Press release dated May 15, 2015, announcing its financial results for the third quarter of fiscal year 2015

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.

Sutor Technology Group Limited

Date: June 26, 2015

/s/ Lifang Chen
Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
3.1		Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015
99.1		Press release, dated June 26, 2015

Filing Compare · Sutor Technology Group LTD