UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8K8-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): March ~~October 13~~15, ~~2012~~2013

CELLYNX GROUP, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~ ~~Charter~~its charter)

Nevada	000-27147	95-4705831
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

~~1218~~1111 ~~Third~~Brickell ~~Avenue~~Ave., Suite ~~505~~1175 ~~Seattle~~Miami, ~~Washington~~Florida, ~~98101~~33131 (Address of principal executive offices)

(877) 723-7255

Registrant’s telephone number, including area code

~~N/A~~4014 Calle Isabella

San Clemente, California 92672

(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~~ITEM 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

5The registrant reports in this current report on form 8K, a change in certifying accountant.02 Effective March 15, 2013, acting on the recommendation of the Audit Committee of Cellynx Group, Inc., the Board of Directors of CelLynx Group, Inc. (bthe “Registrant”), ~~Departure~~passed a resolution, not to renew the Thomas J. Harris, CPA engagement. Thomas J. Harris, CPA has audited the financial statements of ~~Director~~the Company for the fiscal year ending September 30, 2012.

~~Mr. Norm Collins Sr., who has served as~~ (a)(1) ~~Director~~Previous onIndependent the Cellynx Group, Inc., Board of Directors since July 2008, and as the Chairman of the Board since July 2010, has recently passed away. As a result, the Company held a Board of Directors meeting on October 13, 2012 to formally end Mr. Collins term of service with the Company. At that date, in addition to his Directorship, Mr. Collins acted as the interim Chief Executive Officer for the Company as well as the Chief Financial Officer. Further, Mr. Collins served on a committee of the Board of Directors, to search for a new CEO for the Company. On October 17, 2012, the Company issued a press release announcing the fact that Mr. Norm Collins Sr. had passed away, and the loss of Mr. Collins as a valued director and officer of Cellynx Group, Inc.Accountant

~~5.02~~ (ci) ~~Appointment~~The Registrant reports a change in certifying accountant which involves the dismissal of ~~Certain~~Thomas ~~Officers~~J. Harris, CPA, the Registrants independent registered public accounting firm, effective March 15, 2013.

On(ii) ~~October~~Thomas 13J. Harris, ~~2012~~CPA audited the ~~Board~~financial ofstatements ~~Directors of~~for ~~Cellynx~~the ~~Group~~Registrant for the fiscal year ended September 30, ~~Inc~~2012. ~~appointed~~Prior ~~Mr.~~to ~~Dwayne~~the ~~Yaretz~~decision asnot to renew the ~~Chief~~Thomas ~~Executive~~J. ~~Officer~~Harris, asCPA ~~well~~engagement, asThomas ~~the~~J. ~~Chief~~Harris, ~~Financial~~CPA’s ~~Officer~~reports ~~for~~did ~~the Company.~~not ~~Mr.~~have ~~Yaretz~~an ~~has~~adverse ~~been~~opinion, or a ~~Director~~disclaimer of ~~Cellynx Group~~opinion, ~~Inc.~~or ~~since~~was ~~December~~their ~~19,~~opinion ~~2009.~~qualified ~~Mr.~~or ~~Yaretz~~modified ~~has~~as ~~also~~to ~~been~~audit ascope, ~~member~~or ofaccounting ~~a Committee~~principles ~~set~~for upthe ~~July~~year ~~15,~~ended ~~2010~~September 30, to2012. ~~search~~However ~~for~~the opinions did contain an unqualified modified opinion with respect to a ~~Chief~~“going ~~Executive~~concern” ~~Officer~~uncertainty in the auditors’ opinions for the ~~Company~~year ended September 30, 2012.

(iii) The ~~compensation~~decision ~~arrangements~~to ~~for~~change ~~Mr. Yaretz~~certifying ~~are~~accountants ~~comprised~~was ofmade abased ~~monthly~~upon ~~fee~~recommendation ofmade ~~$10,000~~by ~~per~~the ~~month,~~Audit ~~with~~Committee ~~such~~of ~~compensation~~the toRegistrant beand ~~deferred~~passed ~~until~~by ~~such~~resolution ~~time~~of as the ~~Company has~~Board ~~adequate~~of ~~working~~Directors ~~capital~~of ~~to pay~~ the ~~fees~~Registrant ~~accrued~~on toMarch ~~Mr.~~15, ~~Yaretz~~2013.

~~Mr.~~(iv) ~~Yaretz is~~During athe ~~seasoned~~registrant's ~~entrepreneur~~most ~~with~~recent ~~more~~fiscal ~~than~~year, 25ended ~~years~~September ~~experience~~30, in2012, ~~corporate~~and ~~leadership.~~all ~~Mr.~~subsequent ~~Yaretz~~interim ~~has~~periods ~~acted~~preceding ~~for~~March ~~several~~15, ~~publicly traded~~2013 ~~companies~~the indate ~~various~~of ~~capacities~~change ~~including~~of ~~President~~certifying ~~and~~accountant, ~~CEO~~there were no disagreements, ~~Corporate~~resolved ~~Secretary~~or ~~and~~not, ~~Chief~~with ~~Financial~~Thomas ~~Officer~~J. ~~and~~Harris, isCPA, ~~experienced in~~on ~~mergers~~any ~~and~~matter ~~acquisitions~~of asaccounting ~~well~~principles asor practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s) if not resolved to the ~~financing~~satisfaction of ~~numerous~~Thomas ~~ventures~~J. Harris, ~~both~~CPA ~~private~~would ~~and~~have ~~public.~~caused ~~Mr.~~them ~~Yaretz~~to ~~has~~make ~~structured~~reference ~~both Initial~~to ~~Public~~the ~~Offerings~~subject ~~and~~matter ~~Reverse~~of ~~Takeovers~~the disagreement(s) in ~~various~~connection ~~business~~with ~~sectors,~~its ~~including~~reports ~~technology~~on the consolidated financial statements of the Registrant; and ~~manufacturing.~~there were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K.

~~Mr.~~Concurrently ~~Yaretz has~~with ~~also~~its ~~served~~filing onof ~~various~~this ~~Boards~~current ofreport ~~Directors~~with the Commission, ~~including~~the ~~technology~~Registrant ~~companies~~has ~~involved~~provided inThomas ~~state-of-the-art~~J. ~~thermal~~Harris, ~~and~~CPA ~~infrared imaging~~with ~~cameras~~a ~~deployed~~copy inof the ~~security~~disclosures ~~and~~it ~~industrial~~is ~~sectors.~~making ~~Most~~in ~~recently,~~response ~~Mr.~~to ~~Yaretz~~this Item ~~acted~~4.01, astogether ~~President,~~with ~~CEO~~a ~~and~~request ~~Director or~~that ~~Pakit~~Thomas ~~Inc~~J. Harris, aCPA ~~Canadian~~furnish ~~and~~the ~~Swedish~~Registrant ~~technology~~with ~~company~~a ~~and~~letter ~~leading~~addressed ~~designer,~~to ~~developer~~the ~~and~~Commission stating ~~supplier~~whether ofit ~~cellulose~~agrees ~~fiber~~with ~~moulding equipment~~the tostatements made by the ~~packaging~~Registrant ~~industry.~~herein ~~Currently~~and, ~~Mr.~~if ~~Yaretz~~not, isstating athe ~~Director~~respects orin ~~Benzai~~which ~~Capital~~it ~~Ltd,~~does not aagree. ~~Capital~~That ~~Pool~~letter ~~Company~~is ~~listed~~attached ~~on the~~hereto ~~TSX~~as Exhibit 16.V1 to this Form 8-K.

2(v) The Registrant is not aware of any issues that had not been resolved to the satisfaction of Thomas J. Harris, CPA prior to the Registrant's deciding not to renew the Thomas J. Harris, CPA engagement on March 15, 2013.

~~On April 5, 2011, Cellynx Group, Inc. entered into a Securities Purchase Agreement~~ (~~the “SPA”~~a) ~~with Mr. Dwayne Yaretz~~ (~~“Holder”~~2), inEngagement ~~connection with the purchase~~ of aNew ~~Convertible~~Independent Promissory Note (the Note). This note was filed with the SEC on April 8, 2011, and can be accessed under the Cellynx Group, Inc. filings at www.sec.gov. Pursuant to the Note, the Company received the principal amount of $50,000. The Note bears interest at a rate of 8%, and was due on January 5, 2012. The note was not repaid on that date. Holder may convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined by dividing the amount to be converted by the conversion price which is equal to 63% of the average of the three lowest trading prices of the Company’s common stock over the ten trading days prior to the date of the conversion. Holder is prohibited under the Note from converting amounts if principal and interest that would result in Holder receiving shares, which when combined with shares of the Company’s common stock held, would result in Holder owning more than 4.99% of the Company’s then-outstanding common stock. No registration rights were granted in connection with the purchase of the Note, and the shares of common stock, if any, issued upon conversion, will be restricted securities as defined pursuant to the terms of Rule 144.Accountant

~~Pursuant to the terms of~~Effective ~~the~~March ~~Note~~15, ~~while~~2013, ~~there~~and ~~remains~~acting ~~any~~upon ~~unpaid amounts owing on~~ the ~~Note,~~recommendation ~~the Company may not incur additional debt without Holder’s approval except for (i) debt that was owed or committed as~~ of the ~~date of~~Audit ~~the~~Committee ~~SPA and~~ of ~~which~~Cellynx ~~the Company~~Group, ~~had~~Inc., ~~informed Holder; (ii) indebtedness to trade creditors or financial institutions in~~ the ~~ordinary~~Board ~~course~~ of ~~business;~~ ~~(c)~~Directors ~~debt~~of ~~which~~Cellynx ~~in the aggregate does not exceed $250~~Group,~~000;~~ orInc. ~~(d) debt~~passed ~~the~~a ~~proceeds~~resolution ofand ~~which are~~engaged ~~used~~Marcum ~~to repay~~LLP ~~the~~as ~~Note.~~its ~~The~~independent ~~Company~~registered ~~had~~public ~~the right~~accountant to ~~pre-pay the~~review ~~Note during~~ the ~~first~~ ~~180 days~~financial ~~following~~statements ~~the~~for ~~date of~~ the ~~Note~~interim bysubsequent ~~paying~~periods ~~to Holder~~beginning ~~150%~~with of the ~~then-outstanding principal~~quarter ~~amount~~ended ~~and~~March ~~any accrued and unpaid interest~~31, ~~penalties, or other amounts owing, however these repayment provisions are expired~~2013.

~~The~~During ~~Company~~the ~~determined~~Registrant's ~~that~~two most recent fiscal years, and any subsequent interim period prior to engaging the ~~Note~~Registrants ~~contained~~new aindependent ~~beneficial~~accountant, ~~conversion~~Marcum ~~feature~~LLP, ~~because~~neither the Registrant nor anyone acting ~~conversion~~on ~~rate~~its ~~was~~behalf ~~less~~have ~~than~~consulted ~~the share~~Marcum ~~price~~LLP atwith respect to (i) the ~~date~~ application of ~~issuance.~~accounting Atprinciples ~~the~~to ~~current~~a ~~date~~specified transaction, either completed or proposed; (ii) the ~~beneficial~~type ~~conversion~~of ~~feature~~audit opinion that might be rendered on the ~~note~~Registrant's financial statements; (iii) isacting ~~calculated~~as tothe beprinciple ~~$32,274,~~accountant ~~and~~or ~~may~~to beaudit ~~converted~~the ~~into~~financial ~~290,758,861~~statements ~~shares~~of orthe ~~16.6%~~Registrant ~~equity~~(iv) ~~interest~~acting inas ~~the~~a ~~Company.~~consultant ~~However,~~to the Registrant ~~conversion~~(v) ~~privilege~~any ~~restricts~~matter that was either the ~~conversion~~subject of ~~shares,~~a ~~should~~disagreement ~~such~~(as ~~conversion~~defined ~~result~~ in ~~holder~~item ~~owning~~304(a)(1)(iv) ~~greater~~of ~~than~~regulation ~~4.99%~~S-K ofand the related ~~Company’s~~instructions), ~~common~~or ~~stock~~a reportable event (as described in item 304(a)(1)(v) of Regulation S-K).

3On March 19, 2013, the Company issued a press release disclosing, among other things, the appointment of Marcum LLP. A copy of the press release is attached hereto as Exhibit 99.1

ITEM 7 5.0102 Departure of ~~Regulation~~Directors FDor ~~Disclosure~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~March 1715, ~~2012~~2013 Mr. Dwayne Yaretz resigned as the Chief Executive Officer, Chief Financial Officer and Director of the company and Mr. Malcolm Burke resigned as a Director of the Company. ~~issued~~Concurrent awith ~~Press~~those ~~Release~~resignations Mr. Yaretz and Mr. Burke discontinued their role on the audit committee of the Company, as well as the committee to ~~announce~~appoint a new Chief Executive Officer for the ~~changes~~Company. inThe ~~management~~resignations ~~structure~~of Mr. Yaretz and Mr. Burke was not the result of any disagreement between the Directors and the Company. AOn ~~copy~~March 15, 2013, Mr. Patrick Grant was appointed as the Chief Executive Officer, Chief Financial Officer and Director of the ~~release~~Company. Mr. Grant has been employed for the past five years as the President and CEO of Grant Enterprises of America, Inc. a privately held consulting Company. The compensatory agreement related to Mr. Grants appointment is attached hereto as ~~an exhibit~~Exhibit 99.2

~~Pursuant~~Item ~~to Instruction B~~9.201 ofFinancial ~~form~~Statements ~~8-K, the~~and ~~Press Release filed with this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.~~Exhibits

~~SIGNATURES~~Exhibit

~~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.~~Number Description

	CELLYNX GROUP, INC. (Registrant)
Date: October 17, 2012	By:	/s/ Dwayne Yaretz
		Name: Dwayne Yaretz
		Title: Chief Executive Officer

16.1 Letter from Thomas J. Harris, CPA dated March 19, 2013.

~~INDEX~~99.1 Press TOrelease ~~EXHIBITS~~dated March 19, 2013.

Exhibit No.		Description of Exhibit
99.1		Press release dated October 17, 2012

99.2 Consulting Contract – Patrick Grant

4SIGNATURES

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.

	CELLYNX GROUP, INC. (Registrant)

Date: March 15, 2013	By:	/s/ Patrick Grant
		Name: Patrick Grant
		Title: Chief Executive Officer

Filing Compare · CelLynx Group, Inc.