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

May 2021, 2015

Date of Report (Date of earliest event reported)

Vapor Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-51159	98-0427526
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

3901 SW 47TH AVENUE

Suite 415

Davie, Florida

33314

(Address of principal executive offices)

(Zip Code)

(954) 792-8450

Registrant’s telephone number, including area code

_____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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))

SECTION 45 – ~~MATTERS~~CORPORATE ~~RELATED~~GOVERNANCE ~~TO ACCOUNTANTS~~ AND ~~FINANCIAL~~MANAGEMENT ~~STATEMENTS~~

~~Item~~SECTION 45.0103 - ~~Changes~~AMENDMENTS inTO ~~Registrant’s~~ARTICLES ~~Certifying~~OF ~~Accountant~~INCORPORATION

~~(a)~~ On May 47, 2015, ~~Terry Johnson, CPA (“Johnson”) resigned as~~ the ~~independent~~Board ~~registered~~of ~~public~~Directors ~~accounting firm~~ of Vapor Group Inc., a Florida corporation (the "Company" or the “Registrant”)., ~~The~~with ~~resignation~~the ~~was~~approval ~~accepted~~of bya ~~the~~majority ~~Board~~of votes of ~~Directors~~its shareholders, approved an amendment changing Article IV, “Capital Stock”, of the Company’s Articles of Incorporation (the “~~Board~~Amendment”)., Inwherein the ~~letter~~total number of authorized shares of common stock of the Registrant shall be increased from four billion, ~~Johnson~~five ~~gave~~hundred nomillion ~~reason~~(4,500,000,000) ~~for~~shares ~~his~~to ~~resignation~~eight billion (8,000,000,000) shares. An increase of three billion, five hundred million (3,500,000,000) shares of common stock.

~~Other~~The ~~than~~Amendment anwas ~~explanatory~~submitted ~~paragraph~~to ~~included~~the inFlorida ~~Johnson’s~~Secretary ~~audit~~of ~~report~~State ~~for~~and ~~the~~was ~~Company's~~declared ~~fiscal~~effective ~~year~~on ~~ended~~May ~~December 31~~11, ~~2014~~2015, ~~2013 and 2012 relating to~~ the ~~uncertainty~~date of ~~the~~filing ~~Company's ability to continue as a going concern, the audit report~~ of ~~Johnson on~~ the ~~Company's~~file-stamped ~~financial~~copy ~~statements~~by ~~for~~ the ~~last~~State ~~three fiscal years ended December 31, 2014, 2013 and 2012, did not contain an adverse opinion or a disclaimer~~ of ~~opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles~~Florida.

~~During~~As ~~the~~previously ~~Company's~~reported ~~2014,~~in ~~2013~~the ~~and~~Consolidated ~~2012~~Financial ~~fiscal~~Statements ~~years~~ and ~~through~~Notes to the ~~date~~Consolidated ofFinancial ~~this~~Statements onof ~~Current~~the ~~Report~~Registrant filed on Form 810-K, ~~(1)~~for ~~there~~the ~~were~~twelve nomonths ~~disagreements~~ended ~~with~~December ~~Johnson on any matter of accounting principles or practices~~31, ~~financial~~2014 ~~statement~~and ~~disclosure,~~filed orwith ~~auditing~~the ~~scope~~SEC oron ~~procedure,~~March ~~which~~31, if2015 ~~not resolved to~~ (the ~~satisfaction of Johnson~~“Filing”), ~~would~~the ~~have~~Registrant ~~caused~~had ~~Johnson~~aggregate to“convertible ~~make~~notes ~~reference~~payable” toin ~~the~~aggregate ~~subject~~amount ~~matter~~ of ~~the disagreements in connection with their report~~$3,153,792 ~~and~~ (2)the ~~there~~“Aggregate ~~were~~Convertible noNotes ~~“reportable events~~Payable”) as ~~that term is defined in Item 304(a)(1)(v)~~ of ~~Regulation~~December ~~S-K~~31, 2014.

~~The~~Since ~~Company~~the ~~has~~Filings, ~~provided~~several ~~Johnson~~holders ~~with~~of asaid ~~copy~~convertible ofpromissory notes (the ~~foregoing~~“Notes” ~~statements~~or ~~and~~individually, ~~requested~~a ~~that~~“Note”) ~~Johnson~~have ~~provide~~continued itto ~~with~~exercise atheir ~~letter~~right ~~addressed~~ to ~~the~~convert ~~Securities~~all ~~and~~or ~~Exchange~~a ~~Commission~~portion ~~stating~~of ~~whether~~their heNote(s), ~~agrees~~in accordance with ~~the~~Federal ~~foregoing~~and ~~statements.~~State Onlaw ~~May~~and 15regulation, ~~2015,~~into wefree-trading ~~received~~shares ~~said~~of ~~letter~~common stock of the Registrant pursuant to the exemption from ~~Terry~~registration ~~Johnson,~~under ~~which~~Rule is144 ~~filed~~of the Securities Act of 1933, as anamended ~~Exhibit~~and toper ~~this~~the ~~Current~~terms ~~Report~~of oneach ~~Form~~holder’s ~~8-K~~respective Note. (Collectively, the “Conversions”)

~~(b)~~Also, Onas ~~May~~previously 5reported on Form 8-K filed with the SEC on February 4, 2015, by the ~~Company~~Registrant, ~~engaged~~included D.in ~~Brooks~~the ~~and~~documentation ~~Associates,~~related ~~CPAs,~~to ~~P.A.,~~each ~~(“D.~~Note ~~Brooks~~is ~~and~~frequently ~~Associates”)~~the asrequirement that the ~~Company's~~Registrant ~~independent~~authorize ~~accountant~~its transfer agent to ~~audit~~reserve ~~the~~a ~~Company’s~~quantity ~~financial~~of ~~statements~~shares ~~and~~of tocommon ~~perform~~stock ~~reviews~~in advance of ~~interim~~any ~~financial~~conversion ~~statements.~~of ~~During~~debt ~~the~~to ~~fiscal~~shares ~~years~~of ~~ended~~common ~~December~~stock ~~31,~~in ~~2012,~~the ~~December~~event ~~31,~~that ~~2013~~the ~~and~~Note ~~December~~holder ~~31,~~decides ~~2014~~to ~~through~~convert ~~May~~all 5,or ~~2015~~any ~~neither~~part of the ~~Company~~outstanding ~~nor~~balance ~~anyone~~of ~~acting~~their onrespective ~~its~~Note ~~behalf~~(each ~~consulted~~a ~~with D~~“Reserve”). ~~Brooks~~Such ~~and~~Reserves ~~Associates,~~are ~~CPAs,~~often ~~P.A.~~variable ~~regarding~~such ~~(i)~~that ~~either~~downward changes in the ~~application~~market price of ~~any~~the ~~accounting~~Registrant’s ~~principles~~common tostock atriggers ~~specific~~an ~~completed~~increase orin ~~contemplated~~the ~~transaction~~quantity of shares required to be reserved by the ~~Company~~Note holder. Moreover, orsuch Notes allow the ~~type~~Note holder to convert all or a portion of ~~audit~~the ~~opinion~~outstanding ~~that~~balance ~~might~~of beeach ~~rendered~~Note, byin D.accordance ~~Brooks~~with Federal and ~~Associates,~~State ~~CPAs,~~law ~~P.A.~~and regulation, onwithout the ~~Company's~~approval ~~financial~~of ~~statements;~~the orRegistrant, ~~(ii)~~meaning ~~any~~that ~~matter~~such ~~that~~conversions ~~was~~of ~~either~~debt ~~the~~into ~~subject~~free oftrading ashares ~~disagreement~~of ~~with~~common ~~Johnson~~stock orof athe ~~reportable~~Registrant ~~event~~are ~~with~~outside ~~respect~~of tothe ~~Johnson~~Registrant’s control.

2As a result of the continuing low market price of the Registrant’s common stock and the Conversions, several Note holders have repeatedly required increases in their Reserves equivalent to many times the total possible number of shares that could be issued from their conversions greatly inflating, and escalating, the total number of shares required to be set aside by the Company as Reserves. Such increases have again eroded the number of authorized shares of common stock in the Registrant’s treasury resulting in an inadequate remaining amount of shares available for general business purposes. Therefore to maintain an adequate quantity of common stock in its treasury for future uses, the Registrant has had to again increase the number of shares of its authorized common stock.

~~Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~2

InSECTION ~~connection~~8 ~~with~~– D.OTHER Brooks and Associates review of the draft Quarterly Report to be filed for the period ending March 31, 2015 (the “Quarterly Report”), it was determined by mutual agreement of the Company and D. Brooks and Associates that certain embedded conversion options (the “Embedded Conversion Options”) of certain convertible promissory notes issued by the Company and listed on the Balance Sheet under “Current Liabilities” on the Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 2014 and filed with the SEC on March 31, 2015 (the “Annual Report”), (which would be included as adjusted for their values as of March 31, 2015 for inclusion in the Quarterly Report), represent a material change to the statement of “Total Liabilities” on the Balance Sheet which impact had not been previously calculated by the Company nor stated in the Annual Report. Moreover, the accounting for the Embedded Conversion Options requires supplemental explanation in the Annual Report’s “Notes to the Financial Statements” and possible other adjustments to other entries in the Financial Statements related to the Embedded Conversion Options. As a result, the Company has agreed to restate its Financial Statements and subsequently amend the Annual Report to include the aforementioned changes as promptly as feasible (the “Amended Filing”), which Amended Filing shall include amended and newly audited Financial Statements for the period ending December 31, 2014.EVENTS

As a consequence of the need for the Amended Filing, the Company shall delay the filing of its Form 10Q for the quarter ended March 31, 2015 until after the filing of the Amended Filing, since the Form 10 Q for the quarter ended March 31, 2015 must reconcile any and all Annual Report changes with the Financial Statements for the period then endedNone.

SECTION 89 – ~~OTHER~~FINANCIAL ~~EVENTS~~STATEMENTS AND EXHIBITS

None.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits:

Ex. No.	Date	Document
4.01	May 15, 2015	Vapor Group Auditor SEC Letter (T Johnson)
5.03	May 11, 2015	Amendment to Articles of Incorporation

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.

	Vapor Group, Inc.
Date: May 20, 2015	By:	/s/ Dror Svorai
Date: May 21, 2015
	Name:	Dror Svorai
	By:	/s/ Dror Svorai
	Title:	Chief Executive Officer
		Dror Svorai
		Chief Executive Officer

Filing Compare · Vapor Group, Inc.