UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): April 11, 2017~~1934

Date of Report (Date of earliest event reported): June 21, 2017

HUNTWICKE CAPITAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54379	81-3957913
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7 Grove Street, Topsfield, MA		01983
(Address of principal executive offices)		(Zip Code)

6 Park Street

Topsfield, MA 01983

(Address of principal executive offices) (zip code)

(978) 887-5981

(Registrant’'s telephone number, including area code: )

~~N/A~~7 Grove Street

Topsfield, ~~(Former~~MA ~~name or former address, if changed since last report)~~ 01983

~~Check~~(Former ~~the~~address, ~~appropriate box below~~ if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report)

~~☐ Written communications pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~ 8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d~~registrant under ~~-2(b))~~any ☐of ~~Pre-commencement communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~13e~~2. ~~-4(c~~below)):

~~Item 4~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425) ~~Non~~☐ Soliciting material pursuant to Rule 14a-~~Reliance~~12 onunder ~~Previously~~the ~~Issued~~Exchange ~~Financial~~Act ~~Statements~~(17 orCFR a240.14a-12) ~~Related~~☐ ~~Audit~~Pre-commencement ~~Report~~communications orpursuant ~~Completed~~to ~~Interim~~Rule ~~Review~~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))

OnIndicate ~~April~~by ~~11,~~check ~~2017,~~mark ~~the~~whether ~~management and~~ the ~~Board of Directors (the “Board”) of Huntwicke Capital Group Inc. (the “Company”), concluded that the~~registrant ~~Company’s~~is ~~previously issued financial statements for the quarter ended October 31, 2016 (the “Restated Period”) should no longer be relied upon because of errors related to~~ an ~~accounting~~emerging ~~treatment~~growth ofcompany ~~(i) certain advances relating to the acquisition of Huntwicke Advisors, LLC, were accounted for~~ as ~~capital~~defined ~~when~~in ~~they~~Rule ~~were~~405 ~~actually expenses~~ of the ~~Company~~Securities ~~and~~Act ~~should~~of ~~have~~1933 ~~been expensed,~~ (~~ii)~~§230.405 ~~the Company failed to disclose the issuance one share~~ of ~~Series~~this Achapter) ~~Preferred~~or ~~Stock~~Rule ~~on March 23, 2016, and, (iii)~~12b-2 ~~the~~of ~~Company’s disclosure relating~~ the ~~purchase of Huntwicke Advisors, LLC and Huntwicke~~ Securities ~~LLC~~Exchange byAct ~~the~~of ~~Company~~1934 ~~from WS Advantage LP contained incorrect share amounts~~ (~~collectively the “Restated Transactions”)~~§240.12b-2 ~~The Company agreed to issue to WS Advantage a total~~ of ~~1,384,923~~this ~~shares of common stock versus 96,199 shares of common stock as previously reported~~chapter).

~~The~~Emerging ~~Company~~growth plans to file an amendment to the original Form 10-Q to restate the financial statements for the Restated Period to reflect such adjustments regarding the Restated Transactions. In addition, the failure to disclose the issuance of one share of Preferred Stock on March 23, 2016 may require a restatement of the company’s Form 10-K annual report for the year ended April 30, 2016 and the Form 10-Q for the quarterly period ended July 31, 2016, subject to receiving a valuation report on the value of the preferred share. o

~~Our management~~If ~~has~~an ~~concluded~~emerging ~~that~~growth ~~there are material weaknesses in internal controls over financial reporting~~company, asindicate ~~we did not maintain~~by ~~effective~~check ~~controls~~mark ~~over~~if the ~~selection~~registrant ~~and~~has ~~application~~elected ofnot ~~accounting principles generally accepted in the United States (“GAAP”) related~~ to anuse ~~accounting treatment of a capital transaction resulting from an extinguishment between related entities. Specifically,~~ the ~~members~~extended oftransition ~~our~~period ~~management~~for ~~team~~complying with ~~the~~any ~~requisite~~new ~~level~~or ofrevised ~~accounting knowledge, experience and training commensurate with our~~ financial ~~reporting requirements did not analyze certain~~ accounting ~~issues~~standards atprovided ~~the~~pursuant ~~level of detail required~~ to ~~ensure~~Section ~~the~~13(a) ~~proper application~~ of ~~GAAP~~the inExchange ~~certain circumstances~~Act. o

~~The~~Item ~~Company’s management and Board have discussed the matters disclosed herein with Liggett and Webb, P~~4.~~A.,~~01 ~~the~~Changes ~~Company~~in Registrant’s ~~independent~~ ~~registered~~Certifying ~~public accounting firm.~~Accountant

On June 21, 2017, the sole member of the Board of Directors (the “Board”) of Huntwicke Capital Group Inc. (the “Company”) dismissed Liggett & Webb, P.A. (“Liggett), effective immediately, as the Company’s independent registered public accounting firm.

During the fiscal year ended April 30, 2016 and through June 21, 2017 there were (i) no disagreements between the Company and Liggett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Liggett, would have caused Liggett to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Liggett did not conduct an audit of the Company’s financial statements for the year ended April 30, 2015 and did not conduct an audit of the Company’s financial statements for the year ended April 30, 2017.

Liggett’s audit report on the consolidated financial statements of the Company for the fiscal year ended April 30, 2016 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles other than the substantial doubt that the Company would continue as a going concern.

The Company provided Liggett with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Liggett furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Liggett’s letter, dated June 22, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On June 21, 2017, the Board engaged Moody, Famiglietti & Andronico, LLP (“MFA”) as the Company’s new independent registered public accounting firm.

During the fiscal years ended April 30, 2016 and 2017 and in the subsequent interim period, neither the Company nor anyone acting on its behalf consulted MFA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company by MFA that MFA concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter from Liggett dated June 22, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Report~~report ~~on Form 8-K~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	HUNTWICKE CAPITAL GROUP INC.
Date: April 17, 2017	By:	/s/ Brian Woodland
Dated: June 23, 2017	By:	/s/ Brian Woodland
		Brian Woodland President
		Name: Brian Woodland
		Title: President

Filing Compare · Huntwicke Capital Group Inc.