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) December 19, 2022

QUALITY ONLINE EDUCATION GROUP INC.

(Exact name of registrant as specified in its charter)

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

(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 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))

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On December 22, 2022 Quality Online Education Group Inc. (the “Company”) announced that it had appointed William Wai-Hung Tam as the Company’s Chief Financial Officer effective December 22, 2022.

Mr. Tam (age 56) previously served as Chief Financial Officer and other senior management roles in 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.

Mr. Tam’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 $0.02 and the exchange rate will be based on the day of issuance. Mr. Tam will be eligible to a receive a discretionary annual equity award based on performance.

This brief description of the terms of the Agreement is qualified by reference to the provisions of the Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.

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

The Company issued a press release on December 22, 2022, announcing the appointment of Mr. Tam as the Company’s Chief Financial Officer, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.