UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 16, 2020

RCMW Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-56135

(437) 230-7399

(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:

Securities Registered Pursuant to Section 12(b) of the Act:

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. [  ]

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends RCMW Group, Inc. (“the Company’) Current Report on Form 8-K, which the Company originally filed with the U. S. Securities and Exchange Commission on December 21, 2020. The Company is filing this Amendment to amend the correct number of unregistered common restricted shares that should have been issued due to a clerical error as part of an Asset/Share Exchange Agreement.

Except as described above, this Form 8-K/A does not modify nor update disclosures in the original Form 8-K. Information not affected by this Form 8-K/A remains unchanged and reflects the disclosures made at the time the original Form 8-K was filed. For ease of reference, the entire original Form 8-K is included with this Amendment.

Item 3.02 Unregistered Sales of Equity Securities

Issuance of 507,030,140 unregistered restricted common shares

On December 16, 2020, Hemp Technology, Inc. (“the Company” or “the Registrant”) issued 479,030,140, unregistered restricted common shares from its Treasury to three shareholders. On February 3, 2021, the Company issued 28,000,000 unregistered restricted common shares from its Treasury to an additional shareholder.

The issuance of these shares goes back to the Asset/Share Exchange Agreement, where the Company’s subsidiary, 4033002 exchanged shares for non-operating assets owned by Cannary Packaging, Inc., (“Cannary”) a private British Columbia company, with approximately 58 shareholders.

When the share exchange took place in July, 2020 a clerical error was made, and four shareholders failed to receive their pro-rata ownership in the exchange. The issuance of these 507,030,140 (479,030,140 + 28,000,000) unregistered restricted common shares corrects this error.

Prior to the issuance of these 507,030,140 unregistered restricted common shares, the Company had 44,029,197,258 common shares issued and outstanding. With this issuance, the Company will have 44,536,227,398 common shares issued and outstanding. The issuance of 507,030,140 common shares represents approximately one (1%) percent of the total issued and outstanding common shares.

The four shareholders where they were given an opportunity to vote on the exchange of the assets of Cannary for restricted shares in the Registrant. The management of the Registrant, who was also management of Cannary, and they were available to answer shareholder questions. The Company did not engage in any form of general solicitation or general advertising in connection with this transaction. These shareholders were provided access to all material information, and were afforded access to our management in connection with this transaction. These shareholders acquired these securities for investment purposes and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

The four shareholders received their shares in the Registrant based on their pro-rata ownership in Cannary.

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.