~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(date~~13 ofOR ~~earliest event reported~~15(D): ~~July~~OF ~~31, 2018~~THE

~~Commission~~SECURITIES ~~file~~EXCHANGE ~~number:~~ACT ~~000-54994~~OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 20, 2018

NODECHAIN, INC.

(~~Exact~~EXACT ~~name~~NAME ofOF ~~registrant~~REGISTRANT asAS ~~specified~~SPECIFIED ~~in its charter~~IN CHARTER)

Delaware	46000-~~3021464~~54994	46-3021464
(State or Other Jurisdiction of	(I.R.S. Employer
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)
Incorporation or Organization)	Identification No.)
5445 Oceanus Drive, Suite 102 Huntington Beach, CA	92649
(Address of Principal Executive Offices)	(Zip Code)

~~Registrant’s~~5445 ~~telephone~~Oceanus ~~number~~Drive, ~~including~~Suite ~~area code: (714) 916-9321~~102

☐Huntington ~~Written~~Beach, ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~CA

☐(ADDRESS ~~Soliciting~~OF ~~material~~PRINCIPAL ~~pursuant~~EXECUTIVE ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12~~OFFICES)

~~☐ Pre-commencement communications pursuant to Rule 14d-2~~(b714) ~~under the Exchange Act (17 CFR 240.14d~~ 916-~~2(b))~~9321

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

(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 communication 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 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~~growth ~~Company~~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. ☐

~~FORWARD~~Item ~~LOOKING~~5.01 ~~STATEMENTS~~Changes in Control of Registrant.

~~This~~On ~~document~~August ~~contains~~8, ~~forward-looking~~2018, ~~statements~~Nodechain, ~~that~~Inc. ~~involve~~(the “Company”) ~~risks~~entered ~~and~~into ~~uncertainties. We~~a ~~use~~Stock ~~words,~~Purchase ~~such~~Agreement as(the “~~anticipate~~SPA”,) with (i) Changzhi Shen (the “~~believe~~Purchaser”), and ~~“plan”~~(ii) Andy Michael Ibrahim, ~~“expect”~~a California resident, ~~“future”~~and Alham Benyameen, a California resident, who are the record holders of the Shares (as defined below) in the Company (collectively, the “~~intend~~Sellers”), for the sale and ~~similar~~purchase ~~expressions~~of toan ~~identify~~aggregate of ~~such~~68,200,000 ~~forward-looking~~shares ~~statements.~~of ~~Investors~~common ~~should~~stock beof ~~aware~~the ~~that~~Company ~~all~~(the ~~forward-looking statements~~“Shares”), ~~contained~~subject ~~within~~to ~~this~~the ~~filing~~terms ~~are~~and ~~good~~conditions ~~faith~~contained ~~estimates~~in this ofAgreement. ~~management~~The asSPA ofwas ~~the~~a ~~date~~result of ~~this~~a ~~filing~~privately negotiated transaction.

~~Item~~On 5August 20, 2018, the transactions contemplated by the SPA closed, and as a result, the Purchaser completed the acquisition of the Shares, representing approximately 80% of the Company’s issued and outstanding shares of common stock for $450,000, which was funded out of the purchaser’s personal funds.02 –The ~~Departure~~consummation of ~~Directors~~the transactions contemplated by the SPA resulted in a change of control of the Company.

OnPursuant ~~July~~to ~~31st~~the requirements of the SPA, effective ~~2018~~on ~~David~~the ~~Kim~~10th ~~resigned~~day after the closing date of the SPA, Mr. Andy Michael Ibrahim will resign from his positions as aPresident, Chief ~~Director~~Executive Officer, Chief Financial Officer, Secretary and Member of the Board of the Company, Mr. ~~There~~Alham ~~were~~Benyameen nowill ~~disagreements~~resign ~~between~~as Mrthe Chairman of the Board of Directors of the Company. ~~Kim~~Further, ~~and~~effective as of the ~~management~~same date, the Board of Directors of the Company appointed Changzhi Shen as the sole Director, CEO, President, Treasurer and Secretary of the Company.

OnThe ~~July~~Company ~~31st,~~is ~~2018~~not ~~Phillip~~aware M.of ~~Nuciola~~any ~~resigned~~arrangements that aswould aresult ~~Director~~in change of control of the Company., ~~There~~other ~~were~~than ~~no disagreements between Mr. Nuciola and~~ the ~~management~~change of ~~the~~control ~~Company~~reported above.

OnExcept ~~July~~as ~~31st~~described herein, ~~2018~~there ~~Youssef~~are ~~Hanine~~no ~~resigned~~arrangements asor aunderstandings among ~~Director~~members of both the ~~Company.~~former ~~There~~and ~~were~~new nocontrol ~~disagreements between~~persons ~~Mr.~~and ~~Hanine~~their ~~and~~associates with respect to the ~~management~~election of ~~the~~directors of the Company or other matters.

Item 95.0102 –Departure ~~Financial~~of ~~Statements~~Directors ~~and~~or ~~Exhibits~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~(d)~~The ~~Exhibits~~information contained in Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.

Exhibit No.		Description
99.1		Letter of Resignation – David Kim
99.2		Letter of Resignation – Phillip Nuciola
99.3		Letter of Resignation – Youssef Hanine

Biographical Information for Mr. Changzhi Shen

~~SIGNATURES~~Changzhi Shen, Age 41, Director, CEO, President, Treasurer and Secretary

~~Pursuant~~Mr. Shen has over 15 years of work experience in the technology industry. From year 2011 to present, Mr. Shen served as CEO and director at Shenzhen Maiguoer Network Technology Investment Co., Ltd, responsible for the ~~requirements~~growth strategy of the ~~Securities~~company. ~~Exchange~~He ~~Act~~was the founder of Shenzhen ~~1934~~Guangtai Technology Co., ~~the~~Ltd, ~~registrant~~where ~~has~~he ~~duly~~worked ~~caused~~from ~~this report~~2006 to be2011, ~~signed~~mainly focusing on ~~its~~research ~~behalf~~and bydevelopment ~~the~~of cutting-edge ~~undersigned~~technologies. Before 2011, ~~thereunto~~Mr. ~~duly~~Shen ~~authorized~~worked in a Chinese-public technology company where he gained hands on experience.

~~Nodechain,~~Item ~~Inc~~9.01 ~~By:~~Financial ~~/s/~~Statements ~~Andy Michael Ibrahim Andy Michael Ibrahim, Chief Executive Officer (Principal Executive Officer), Secretary~~ and ~~Member of the Board of Directors~~Exhibits.

~~Date: August~~(d) ~~8th, 2018~~Exhibits

Exhibit No.	Document	Location
10.1	Stock Purchase Agreement, made and entered into as of August 8, 2018, by and among the Company, the Purchaser and the Sellers.	Filed herewith

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.

	Nodechain, Inc.

Date: August 20, 2018	By:	/s/ Andy Michael Ibrahim
	Name:	Andy Michael Ibrahim
	Title:	President, Treasurer and Director

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