UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 7, 2017

China Xuefeng Environmental Engineering, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-175483		99-0364975
(State of other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

229 Tongda Avenue

Economic and Technological Development Zone

Suqian, Jiangsu Province

People's Republic of China, 223800

(Address of principal executive offices) (zip code)

+86-527-84370508

(Registrant's telephone number, including area code)

Not Applicable

(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:

☐	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))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~January~~growth 11, 2016, China Xuefeng Environmental Engineering, Inc. (the "Company") effectively terminated its existing variable interest entity agreements, or VIEs, as permitted by the laws of the People's Republic of China (the "VIE Termination"), pursuant to certain Equity Transfer Agreements dated January 11, 2016 (the "Equity Transfer Agreements"), entered into by and among Mr. Li Yuan, Mr. Yi Yuan (each a shareholder of Jiangsu Xuefeng Environmental Protection Science and Technology Co., Ltd., together the "Shareholders") and Baichuang Information Consulting (Shenzhen) Co. Ltd., a wholly-owned subsidiary of the Company (the "WFOE"). Pursuant to the Equity Transfer Agreement, the Shareholders collectively transferred 100% of their equity interest in Jiangsu Xuefeng to the WFOE, effectively terminating Company's contractual control of Jiangsu Xuefeng and providing Company with direct ownership of Jiangsu Xuefeng (the "VIE Termination"). Upon the VIE Termination, Jiangsu Xuefeng became a wholly-owned subsidiary of the Company.company ☐

~~The~~If ~~above~~an ~~description~~emerging ofgrowth ~~the~~company, ~~Equity~~indicate ~~Transfer~~by ~~Agreements~~check ~~does~~mark ~~not~~if ~~purport~~the toregistrant behas ~~complete~~elected ~~and~~not isto ~~qualified~~use inthe ~~its~~extended ~~entirety~~transition byperiod ~~reference~~for tocomplying ~~such~~with ~~agreements,~~any ~~the~~new ~~English~~or ~~translations~~revised offinancial ~~which~~accounting ~~are~~standards ~~attached~~provided ~~hereto~~pursuant ~~as Exhibits 10.1 and 10.2~~ to ~~this~~Section ~~Current~~13(a) ~~Report~~of onthe ~~Form~~Exchange ~~8-K~~Act. ☐

Item 15.0203 ~~Termination~~Amendments to Articles of aIncorporation ~~Material~~or ~~Definitive~~Bylaws; ~~Agreement~~Change in Fiscal Year.

~~The~~On ~~second~~September ~~paragraph~~7, 2017, the Board of ~~Item~~Directors 1of China Xuefeng Environmental Engineering, Inc.01 (the "Company") approved and adopted the Amended and Restated Bylaws of the Company (the "Amended Bylaws") effective immediately, in order to comply with the listing requirements on the National Stock Exchange of Australia. The Amended Bylaws added Article XIII which provides that the Amended Bylaws must comply with and not contain any provision that would violate the Listing Rules of the National Stock Exchange of Australia, for so long as the Company is ~~incorporated~~admitted ~~herein~~to such stock exchange.

~~Item~~The ~~2.01~~foregoing ~~Completion~~summary ofis ~~Acquisition~~qualified orin ~~Disposition~~its entirety by reference to the full text of ~~Assets~~the Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Acquisition of Linyi Xuefeng

As previously disclosed in the Quarterly Report for the three months ended on August 31, 2016 on Form 10-Q, on August 4, 2016, Company entered into an agreement with Mr. Li Yuan, the sole shareholder of Linyi County Xuefeng Renewable Resources Utilization Technology Co., Ltd ("Linyi Xuefeng"), a company organized under the laws of the People's Republic of China, to purchase his 100% ownership of Linyi Xuefeng. Mr. Li Yuan is the Chief Executive Officer and main shareholder of the Company. The purchase price is determined by the audited net assets of Linyi Xuefeng as of May 31, 2016, with payment of RMB10,000,000 in cash and the rest to be paid in common shares of China Xuefeng depending on the 75% closing price of the last trading day. On October 7, 2016, a supplementary agreement was entered between both parties to finalized in accordance to the audited net asset value $ 23,462,612 on May 31, 2016. The transfer price was $3 per share and 7,820,871 shares in total to Mr. Li Yuan without cash consideration. Linyi Xuefeng is primarily engaged in garbage recycling processing and currently still in development stage without any production.

Upon acquisition, Linyi Xuefeng became a wholly-owned subsidiary. The acquisition will be accounted for as a business combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	English translation of the Equity Transfer Agreement dated January 11, 2016, by and between Li Yuan and Baichuang Information Consulting (Shenzhen) Co. Ltd.
3.1	Amended and Restated Bylaws
10.2	English translation of the Equity Transfer Agreement dated January 11, 2016, by and between Yi Yuan and Baichuang Information Consulting (Shenzhen) Co. Ltd.
99.1	Audited Financial Statements for the years ended May 31, 2016 and 2015
99.2	Pro forma financial statements.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.

Dated: January 9, 2017

	China Xuefeng Environmental Engineering, Inc.

Dated: September 11, 2017	By:	/s/ Li Yuan
		Name: Li Yuan
		Title: Chief Executive Officer

China Xuefeng Environmental Engineering, Inc. By: /s/ Li Yuan Name: Li Yuan Title: Chief Executive Officer

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