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): ~~July~~November 2124, 2017 (~~July~~November 1921, 2017)

Asia Equity Exchange Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-192272

46-3366428

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite ~~2603~~2501A, ~~26/F~~Skyline Tower, ~~COFCO~~39 ~~Tower~~Investorg Kwong Road,

~~262~~Kowloon ~~Gloucester Road, Causeway~~ Bay, Hong Kong

(Address of Principal Executive Offices)

+852-~~2845~~2818 ~~2281~~2998

(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))

[ ] 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. [ ]

Item 4 1.~~02(a)~~01. ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement

~~The~~Asia ~~terms~~Equity Exchange Group, Inc. (the “weCompany”, “we”, “~~our~~us”) ~~and~~entered ~~similar~~into ora ~~derivative~~Subscription Agreement ~~terms~~(the in“Agreement”) ~~this~~with ~~Current~~Yanru ~~Report~~Zhou on(the ~~Form~~“Investor”), ~~8-K~~dated ~~refer~~November to21, ~~Asia~~2017. ~~Equity~~Pursuant to the ~~Exchange~~Agreement, ~~Group~~Investor purchased 4,300,000 ~~Inc.~~shares (the “Shares”) of the common stock of the Company, par value $0.001 per share (the “Common Stock”), at the price of $3.5 per share (the “Purchase Price Per Share”) and ~~its~~for ~~consolidated~~an ~~subsidiaries~~aggregate price of $15,050,000 ~~except~~in ~~where~~a private sale transaction (the ~~context~~“Private ~~otherwise~~Sale”). ~~requires~~The Private Sale contemplated in the Agreement closed on the same day.

~~Restatement~~Pursuant to the Subscription Agreement, the Company will apply to be listed on the NASDAQ Capital Market or such other national securities exchange as is reasonably acceptable to the Purchaser (the “National Exchanges”), so that the Company’s Common Stock will commence trading on one of ~~Previously~~the ~~Issued~~National ~~Consolidated~~Exchanges ~~Financial~~(the ~~Statements~~“Uplisting”) no later than December 31, 2018 (the “Uplisting Deadline”).

~~On November~~If ~~17,~~the ~~2017,~~Company ~~our~~does not ~~Board~~complete ofUplisting ~~Directors,~~on ~~after~~or ~~considering~~before the ~~recommendation~~Uplisting ofDeadline ~~management and discussion with Beijing Yongtuo CPAs~~ (~~Special~~the ~~general~~“Eligible ~~partner~~Uplisting”) ~~Shenzhen Branch~~, ~~our~~the ~~independent~~Purchaser ~~registered public accounting firm~~will, ~~decided it was necessary to~~within ~~restate~~30 ~~our~~days ~~previously~~following ~~issued consolidated financial statements for~~ the ~~fiscal~~Uplisting ~~year ended December 31~~Deadline, ~~2016~~have ~~and~~ the ~~quarterly periods~~right ~~ended~~to ~~March~~request ~~31,~~the ~~2017~~Company ~~and~~to ~~June~~buy ~~30,~~back ~~2017.~~any Wenumber ~~are~~of ~~stating~~the ~~our~~Shares, ~~previously~~at ~~issued consolidated financial statements due to~~ the ~~fact~~same ~~that~~price ~~we discovered that we had incorrectly accounted for goodwill arising from reverse acquisition~~ of athe ~~public~~Purchase ~~shell corporation~~Price asPer anShare, ~~asset~~subject ~~instead of charging it~~ to the ~~capital~~terms ~~deficiency~~and ~~account~~conditions inof ~~accordance with~~ the ~~United States generally~~Subscription ~~accepted accounting principles~~Agreement.

The Shares are subject ~~following~~to ~~table~~customary ~~illustrates~~lock-up ~~the~~restrictions ~~correction~~pursuant asto itthe isSubscription ~~associated~~Agreement ~~with~~until ~~certain~~the ~~line~~first ~~items~~anniversary inof the ~~financial~~Eligible ~~statements:~~Uplisting.

	As of December 31, 2016
	As reported			As restated
ASSETS
Goodwill	$	1,189,921		$	-
STOCKHOLDERS’ DEFICIT
Capital Deficiency	$	(23,713	)	$	(1,213,634	)

The Shares issued in the Private Sale are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

~~The~~A ~~Company~~copy ~~determined~~of ~~that~~ the ~~error~~Agreement ofis ~~adopting~~filed anhereto ~~incorrect~~as ~~accounting~~Exhibits ~~policy~~10.1 ~~for goodwill was material~~ to ~~financial~~this ~~statements for~~Current ~~the~~Report ~~fiscal~~on ~~year~~Form ~~ended~~8-K ~~December 31, 2016~~ and ~~the~~such ~~quarterly~~document ~~periods~~is ~~ended March 31, 2017 and June 30, 2017, which therefore~~incorporated ~~required~~herein ~~restatement~~by reference. ~~Accordingly,~~The ~~our~~foregoing ~~previously~~is ~~issued~~only ~~consolidated~~a ~~financial~~brief ~~statements~~description ~~for~~of ~~these~~the ~~periods~~material ~~should~~terms noof ~~longer be~~the ~~relied upon~~Agreement, and wedoes ~~will~~not ~~amend~~purport to ~~our~~be ~~December~~a ~~31,~~complete ~~2016~~description ~~Annual~~of ~~Report~~the onrights ~~Form 10-K~~ and ~~our~~obligations ~~Quarterly~~of ~~Reports~~the onparties ~~Form~~thereunder ~~10-Q~~and ~~for the~~is ~~quarterly~~qualified ~~periods~~in ~~ended~~its ~~March~~entirety ~~31,~~by reference ~~2017~~to ~~and~~such ~~June 30, 2017~~exhibit.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Subscription Agreement by and between the Company and Yanru Zhou, dated November 21, 2017

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.

	ASIA EQUITY EXCHANGE GROUP, INC.
Date: November 17, 2017
Date: November 24, 2017	By:	/s/ Xiangyu Wang
	By:	/s/ Xiangyu Wang
	Name:	Xiangyu Wang
	Name:	Xaingyu Wang
	Title:	Chief Executive Officer

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