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): ~~June 15~~July 8, 2020 (June 1528, 2020)

XT ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada		000-54520		98-0632932
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

No.1 Fuqiao Village, Henggouqiao Town,

Xianning, Hubei, China 437012
(Address of principal executive offices)

Registrant’s telephone number, including area code: +1 (929) 228-9298

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not Applicable		Not Applicable		Not Applicable

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. ☐

Item 8 1.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~The~~On June 28, 2020, ~~Corporation~~XT isEnergy ~~unable~~Group, Inc. through its variable interest entity, Xianning Xiangtian Energy Holding Group Co., Ltd. (“Xianning Xiangtian”), entered into two equity transfer agreements with two individuals to ~~meet~~sell ~~the~~one ~~filing~~hundred ~~deadline~~percent ~~for~~of the ~~filing~~equity held ofby ~~its~~Xianning ~~Form~~Xiangtian ~~10-Q~~in ~~for~~its ~~the~~subsidiary ~~quarter~~Hubei ~~ended~~Jinli ~~April~~Hydraulic 30Co., ~~2020~~Ltd. ~~due~~(“Hubei Jinli”) to two separate individuals ~~circumstances~~for ~~related~~an toaggregate ~~COVID-19~~purchase price of One Hundred Fifty Million Yuan (RMB). ~~The~~Pursuant ~~headquarters~~to the terms of the ~~Corporation~~first ~~are~~equity ~~located~~transfer agreement, Xianning Xiangtian agreed to sell Sixty Percent (60%) of its equity interests in ~~the~~Hubei ~~City~~Jinli to Zhang Xubin for a purchase price of ~~Xianning~~Ninety Million Yuan (RMB), ~~Hubei~~payable ~~Province~~as infollows: Twenty Seven Million Yuan (RMB) payable within Thirty (30) days after the execution ~~China~~of ~~which~~the isequity ~~adjacent~~transfer agreement, Twenty Seven Million Yuan (RMB) payable upon equity interests being transferred to the ~~City~~buyer, and ofThirty ~~Wuhan~~Six -Million ~~the~~Yuan ~~zero~~(RMB) ~~center~~within three months after the execution of ~~this~~the ~~COVID-19~~equity ~~epidemic~~transfer agreement. AsPursuant ~~majority~~to the terms of the ~~Corporation’s business~~second ~~divisions~~equity ~~are~~transfer ~~located~~agreement, Xianning Xiangtian agreed to sell Forty Percent (40%) of its equity interests in Hubei Jinli ~~Province,~~to ~~and~~Zheng ~~since~~Jian ~~the~~for ~~entire~~an ~~province~~aggregate ~~remains~~purchase ~~under~~price ~~strict~~of ~~quarantine~~Sixty ~~control~~Million Yuan (RMB), ~~the~~payable ~~entire~~as follows: Eighteen Million Yuan (RMB) ~~business~~payable ~~operations~~within ofThirty ~~the~~(30) ~~Corporation~~days ~~has~~after ~~been~~the ~~restricted~~execution ~~since~~of ~~January~~the ~~2020,~~equity ~~and~~transfer ~~only~~agreement, ~~recently~~Eighteen ~~are~~Million ~~people~~Yuan ~~permitted~~(RMB) topayable ~~travel~~within ~~openly~~Sixty in(60) ~~Hubei~~days ~~Province.~~of Wethe ~~are~~equity ~~working~~interests ~~closely~~being ~~with~~transferred to the ~~local~~buyer, ~~government~~and ~~agencies~~Twenty inFour anMillion ~~attempt~~Yuan to(RMB)within ~~restart~~three ~~our~~months after ~~local~~the ~~operations~~execution of the equity transfer agreement.

~~The Corporation~~On isJune ~~relying~~29, on2020, ~~SEC~~XT Energy ~~Release~~Group, NoInc. ~~34-88465~~through ~~dated~~its ~~March~~variable 25interest entity, ~~2020~~Xianning Xiangtian, entered into two equity transfer agreements with two individuals to ~~delay~~sell one hundred percent of the ~~filing~~equity held by Xianning Xiangtian in its subsidiary Jingshan Sanhe Xiangtian New Energy Technology Co., Ltd. (“Jingshan Sanhe”) to two separate individuals for an aggregate purchase price of Thirty Million Yuan (RMB). Pursuant to the terms of the first equity transfer agreement, Xianning Xiangtian agreed to sell Sixty Percent (60%) of its ~~Form~~equity ~~10-Q~~interests in Jingshan Sanhe to Wang Xue for a purchase price of Eighteen Million Yuan (RMB), payable as follows: Nine Million Yuan (RMB) payable within Sixty (60) days after the ~~quarter~~execution ~~ended~~of the equity transfer agreement, and Nine Million Yuan ~~April~~(RMB) 30payable within three months of the equity interests being transferred to the buyer. Pursuant to the terms of the second equity transfer agreement, ~~2020~~Xianning Xiangtian agreed to sell Forty Percent (40%) of its equity interests in Jingshan Sanhe to Feng Chao for an ~~extension~~aggregate onpurchase ~~the~~price ~~filing~~of ~~due~~Twelve ~~date~~Million toYuan 45(RMB), payable as follows: Six Million Yuan (RMB) payable within Sixty (60) days after the ~~original~~execution ~~due~~of ~~date~~the equity transfer agreement, and ~~will~~Six ~~work~~Million ~~diligently~~Yuan to(RMB) ~~comply~~payable within three months of equity interests ~~with~~being ~~such~~transferred ~~requirements~~to the buyer.

~~Additional~~The foregoing descriptions of equity transfer ~~risk~~agreements ~~factor~~are ~~disclosure~~only a summary description of the material terms of such agreements and are subject to the terms of such agreement(s).

~~Following is a risk factor relating to COVID-19.~~1

~~Our results of operations could in the future be materially adversely impacted by the coronavirus pandemic (COVID-19).~~SIGNATURES

OnPursuant ~~January~~to ~~30, 2020,~~ the ~~World~~requirements ~~Health Organization declared the outbreak~~ of the ~~coronavirus~~Securities ~~disease~~Exchange ~~(COVID-19)~~Act ~~a “Public Health Emergency~~ of ~~International Concern.” On March 11~~1934, ~~2020,~~ the ~~World~~registrant ~~Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19~~ has ~~resulted~~duly incaused athis ~~widespread~~report health crisis that is adversely affecting the economies and financial markets worldwide, including the businesses which we operate and own a percentage of. The recent market decline and volatility in connection with the COVID-19 pandemic could also materially and adversely affect any future potential acquisitions. Furthermore, with restrictions on travel, the limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on our businesses. While the Company expects the effects of the pandemic to negatively impact its results from operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be ~~reasonably~~signed estimated at this time. The Company has experienced customer delays and extensions for projects, supply chain delays, furloughs of personnel, increased utilization of telework, increased safety protocols to address COVID-19 risks, decreased installations and other impacts from the COVID-19 pandemic. The Company is proactively working to adjust its operations to properly reflect the market environment during the immediate pandemic while maintaining sufficient resources for the expected rebound later this year. The extent to which COVID-19 impacts our businesses will depend on ~~future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat~~ its ~~impact, among others. If the disruptions~~behalf ~~posed~~ by ~~COVID-19~~the orundersigned ~~other~~hereunto ~~matters~~duly ~~of global concern continue for an extensive period of time, our operations may be materially adversely affected~~authorized.

Cautionary Note Regarding Forward-Looking Statements

	XT Energy Group, Inc.

Date: July 8, 2020	By:	/s/ Qiang Ou
		Name: Qiang Ou
		Title: COO

Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the industry in general and the financial position and operating results of our company in particular have been material, are changing rapidly, and cannot be predicted. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. 2

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.

	XT Energy Group, Inc.
Date: June 15, 2020	By:	Qiang Ou
		Name: Qiang Ou
		Title: COO

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