UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): March 27, 2023

~~Date~~HUAIZHONG ofHEALTH ~~report~~GROUP INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~December~~in ~~15,~~its ~~2020~~charter)

HUAIZHONG HEALTH GROUP, INC. (Exact name of registrant as specified in its charter)

Nevada

000-55369

90-1020141

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Nevada	000-55369	90-1020141
Tianan Technology Park, 13/F Headquarters Center Building 16, 555 Panyu North Ave, Panyu District, Guangzhou City, China	511493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(Address of principal executive offices)	(Zip Code)

~~Tianan~~Registrant’s ~~Technology~~telephone ~~Park 13/F Headquarters Center Building 16 555 Panyu North Ave.~~number, ~~Panyu~~including ~~District,~~area ~~Guangzhou~~code: + ~~City,~~86 ~~China~~ (~~Address of principal executive offices~~20) 2982-9356

~~+86~~Not Applicable (~~20)~~Former ~~2982~~name ~~9356~~or ~~(Registrant’s~~former ~~telephone number~~address, ~~including~~if ~~area~~changed ~~code~~since last report)

~~ADAIAH~~Check ~~DISTRIBUTION,~~the ~~INC~~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):

~~(Former~~☐ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligations~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions~~240.14a-12)

☐ ~~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))~~

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.001 per share

ADAD

OTC

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. ☐

~~SECTION~~Item 51.01 –Entry ~~CORPORATE~~Into ~~GOVERNANCE~~A ~~AND~~Material ~~MANAGEMENT~~Definitive Agreement.

~~Item~~On 5March 27, 2023, Huaizhong Health Group Inc.03 ~~Amendments~~(the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Sannong Youxuan (BVI) Limited (“Target”), and Sannong Youxuan Holdings Limited, the sole shareholder of the Target (the “Seller”), pursuant to ~~Articles~~which, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of ~~Incorporation~~the orTarget ~~Bylaws;~~by ~~Change~~acquiring from the Seller 100% of the ordinary shares issued and outstanding of the Target (the “Acquisition”). The target is engaged in ~~Fiscal~~the ~~Year~~business of software development, block chain technology and mobile application development.

OnPursuant ~~December~~to 14the Share Exchange Agreement, ~~2020~~in exchange for the acquisition of 100% of the ordinary shares issued and outstanding of the Target, ~~Adaiah~~the ~~Distribution~~Company issued an aggregate of 1,000,000 ~~Inc~~shares of common stock, par value $0.001 per share, aof ~~Nevada~~the ~~corporation~~Company (the “~~Company~~Exchange Shares”) ~~filed~~to ~~Articles~~the Seller. At the closing of ~~Conversion~~the /Acquisition, the Company entered into a lock-up agreement with the Seller with respect to the Exchange~~/Merger~~ Shares, pursuant to ~~change~~which ~~its~~the ~~name~~Sellers agreed, subject to ~~“Huaizhong~~certain ~~Health~~exceptions, ~~Group~~not to transfer the Exchange Shares, ~~Inc.”~~or (publicly disclose the ~~"Name~~intention ~~Change").~~to ~~The~~do ~~Name~~so, ~~Change~~from ~~became~~the ~~effective~~closing asof the Acquisition until the six months anniversary of ~~December~~the ~~15,~~closing ~~2020~~(the “Lock-Up Agreement”).

InThe ~~connection~~Share ~~with~~Exchange Agreement contains customary representations and warranties made by the ~~Name~~Company, ~~Change~~on the one hand, and the ~~Company~~Target ~~will~~and ~~not~~the ~~change~~Seller on the ~~stock~~other ~~symbol~~hand, made solely for the benefit of the other, which ~~will~~in ~~remain~~certain ~~“ADAD”.~~cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement.

~~The~~Item ~~full~~2.01 ~~text~~Completion of ~~the~~Acquisition ~~Articles~~or Disposition of ~~Conversion/Exchange/Merger to give effect to the Name Change is filed herewith as Exhibit 3~~Assets.~~1 and incorporated herein by reference.~~

~~SECTION~~On 9March –27, ~~FINANCIAL~~2023, ~~STATEMENTS~~the ~~AND~~Parties ~~EXHIBITS~~completed the transaction. Upon the closing of the transaction, the Company acquired 100% shares issued and outstanding ordinary shares of the Target and the Company issued 1,000,000 shares of common stock to the Seller.

Item 5.06 Change in Shell Company Status

Prior to the acquisition of the Target on March 27, 2023, the Company was considered a shell company. Effective on March 27, 2023, upon the closing of the acquisition of the Target, the Company has changed its status as a shell company and is no longer deemed to a shell company.

The operations of the Target were fully integrated into the Company since March 27, 2023. The Target was formed in 2016 and has been active in the business of supplemental nutrition products distribution. Since the Target’s acquisition by the Company, the Target has continued to its operations.

As a result of the continuing operations of the Target as a wholly owned subsidiary of the Company, the Company has become an operating entity and, thus, not an entity with “no or nominal operations”. Therefore, the Company no longer meets the SEC definition of a Shell Company.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		~~Exhibit~~ Description
3.1		Articles of Conversion/Exchange/Merger
10.1*		Share Exchange Agreement, dated as of March 27, 2023, by and among Huaizhong Health Group Inc., Sannong Youxuan (BVI) Limited and Sannong Youxuan Holdings Limited.
3.2		Agreement of Merger
10.2		Form of Lock-Up Agreement.
3.3		Articles of Incorporation Huaizhong Health Group, Inc.

2* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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.

	HAUAIZHONG HEALTH GROUP, INC.
Dated: January 28, 2021	/s/ Yuantang Wang
	Name: Yuantong wang
	Title: President and Chief Executive Officer

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.

Dated: March 27, 2023	HUAIZHONG HEALTH GROUP INC.

	By:	/s/ Yuantong Wang
	Name:	Yuantong Wang
	Title:	Chief Executive Officer and Chairman

Filing Compare · Huaizhong Health Group, Inc.