UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported) December 19, 2022

~~Date~~QUALITY ofONLINE ~~Report~~EDUCATION ~~(date~~GROUP ~~of earliest event reported): May 4, 2021~~INC.

~~Quality~~(Exact ~~Online~~name ~~Education~~of ~~Group~~registrant ~~Inc.~~as speciﬁed in its charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-54013		42-1743717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identiﬁcation No.)

Delaware	001-34274	42-1743717
Unit 1, 60 Riviera Dr. Markham, Ontario, Canada	L3R 5M1
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive oﬃces)	(Zip Code)

#306- 650 Highway 7 East Richmond Hill, ONT Canada		L4B2N7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 905-882-1585

~~905-882-1585~~(Former name or former address, if changed since last report.)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~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):

~~ADGS~~☐ Written ~~Advisory,~~communications ~~Inc~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~☐ Soliciting ~~Name~~material orpursuant ~~former~~to ~~address~~Rule if14a-12 ~~changed~~under ~~from~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14a-12)

~~Check the~~☐ ~~appropriate box below if the Form 8~~Pre-Kcommencement communications ~~filing~~pursuant ~~is intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the filing obligation of the registrant~~ under ~~any~~ of the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2~~. below~~(b):)

☐ ~~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~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933~~ 12(~~§230.405 of this chapter~~b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (§240.12b-2 of this chapter).~~:

~~Emerging growth~~Title ~~company~~of ☐each class Trading Symbol(s) Name of each exchange on which registered Common Share QOEG OTC PINK

IfItem an5.02 ~~emerging~~Departure ~~growth~~of ~~company,~~Directors ~~indicate~~or byCertain ~~check~~Officers; ~~mark~~Election ifof ~~the~~Directors; ~~registrant~~Appointment ~~has~~of ~~elected~~Certain ~~not~~Officers; toCompensatory ~~use~~Arrangements ~~the extended transition period for complying~~of ~~with~~Certain ~~any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~Officers. ☐

~~Securities~~(c) ~~registered~~On ~~pursuant~~December to22, ~~Section~~2022 12Quality Online Education Group Inc. (bthe “Company”) ofannounced that it had appointed William Wai-Hung Tam as the ~~Act:~~Company’s ~~None~~Chief Financial Officer effective December 22, 2022.

~~Title~~Mr. Tam of(age ~~each~~56) ~~class~~previously ~~Trading~~served ~~Symbol(s)~~as ~~Name~~Chief ofFinancial ~~each~~Officer ~~exchange~~and onother ~~which~~senior ~~registered~~management ~~N/A~~roles ~~N/A~~in ~~N/A~~various companies in the semi-conductor industry including QiSiL International Limited, Active-Semi International Inc., and Exar Corporation. Mr. Tam has over 20 years professional experience in financial management, financial planning and analysis, audit and internal control for US multi-national companies and start-ups in North America regions and Asia Pacific.

~~Item~~Mr. 5Tam’s annual salary will be CAD $150,000 in which CAD $50,000 will be paid out in restricted common shares at the price of USD $0.0302 ~~Amendments~~and tothe ~~Articles~~exchange rate will be based on the day of ~~Incorporation~~issuance. orMr. ~~By-Laws;~~Tam ~~Change~~will inbe ~~Fiscal~~eligible ~~Year~~to a receive a discretionary annual equity award based on performance.

OnThis ~~May~~brief 4,description ~~2021,~~of ~~ADGS~~the ~~Advisory,~~terms ~~Inc.~~of (the ~~“Company”),~~Agreement ~~amended~~is ~~its~~qualified ~~articles~~by ofreference ~~incorporation change its name~~ to ~~Quality~~the ~~Online Education~~provisions ~~Group~~of ~~Inc. (~~the ~~“Name~~Agreement ~~Change”).~~attached ~~The~~to ~~change~~this ~~was~~Current Report ~~made~~on inForm ~~order~~8-K toas ~~align~~Exhibit ~~with the Company’s business operations~~10.1.

~~Item~~There 8are no family relationships between Mr.01 Tam and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. ~~Other~~Additionally, ~~Events~~there have been no transactions involving Mr. Tam that would require disclosure under Item 404(a) of Regulation S-K.

OnThe ~~May~~Company ~~11,~~issued ~~2021,~~a ~~FINRA~~press ~~declared~~release ~~the Name Change. Also~~ on ~~May~~December 1122, ~~2021~~2022, announcing the ~~Company~~appointment ~~was~~of ~~informed~~Mr. byTam ~~FINRA~~as ~~that~~ the Company’s ~~ticker~~Chief Financial Officer, ~~symbol~~a ~~would~~copy beof ~~changed~~which is attached to ~~QOEG~~this inForm ~~twenty~~8-K ~~business~~as ~~days~~Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 4, 2021.

Exhibit Number		Description
10.1		Employment Agreement, dated December 22, 2022 between William Tam and Quality Online Education group Inc.
99.1		Press Release dated December 22, 2022 announcing the appointment of William Tam as the Company’s Chief Financial 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.

August 20, 2021

Date: December 22, 2022	By:	/s/ XuYe Wu
	Name:	XuYe Wu
	Title:	Chief Executive Officer

Quality Online Education Group Inc. By: /s/ Xijin Wu Xijin Wu Title: President

Filing Compare · Quality Online Education Group Inc.