UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~June to4, ~~Section~~2015Date 13of orReport 15(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange Act of 1934~~reported)

May 21, 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 jurisdictionof incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(IRS EmployerIdentification No.)

3901 SW 47TH AVENUE

Suite 415

Davie, Florida

33314

(Address of principal executive offices)

(Zip Code)

(954) 792-~~8450~~8450Registrant’s telephone number, including area code

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

~~SECTION~~Item 54.0301 - ~~AMENDMENTS~~Changes TOin ~~ARTICLES~~Registrant’s OFCertifying ~~INCORPORATION~~Accountant

On(a) ~~May~~As 7,reported ~~2015,~~on ~~the~~Form ~~Board~~8-K offiled ~~Directors~~with ofthe ~~Vapor~~SEC ~~Group~~on ~~Inc.~~May 20, a2015, ~~Florida~~on ~~corporation~~May ~~(the~~4, ~~"Company"~~2015, orTerry ~~the~~Johnson, CPA (“~~Registrant~~Johnson”), ~~with~~resigned as the ~~approval~~independent ofregistered apublic ~~majority~~accounting offirm ~~votes~~ of ~~its~~Vapor ~~shareholders,~~Group ~~approved an amendment changing Article IV~~Inc., ~~“Capital~~a ~~Stock”,~~Florida ofcorporation (the "Company’s" ~~Articles~~or ~~of Incorporation (~~the “~~Amendment~~Registrant”),. ~~wherein~~The ~~the~~resignation ~~total~~was ~~number~~accepted ofby ~~authorized~~the ~~shares~~Board of ~~common~~Directors ~~stock~~ of the ~~Registrant~~Company ~~shall be increased from four billion, five hundred million~~ (~~4,500,000,000)~~the ~~shares to eight billion (8,000,000,000~~“Board”) ~~shares~~. AnIn ~~increase~~the ~~of three billion~~letter, ~~five~~Johnson ~~hundred~~gave ~~million~~no ~~(3,500,000,000)~~reason ~~shares~~for ofhis ~~common stock~~resignation.

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

As ~~previously~~ reported inon Form 8-K filed with the ~~Consolidated~~SEC ~~Financial~~on ~~Statements~~May ~~and~~20, ~~Notes~~2015, toduring the ~~Consolidated~~Company's ~~Financial~~2014, ~~Statements~~2013 ofand ~~the~~2012 ~~Registrant~~fiscal ~~filed~~years onand ~~Form~~through ~~10-K~~May ~~for~~4, ~~the~~2015, ~~twelve~~(1) ~~months~~there ~~ended~~were ~~December~~no 31disagreements with Johnson on any matter of accounting principles or practices, ~~2014~~financial ~~and~~statement ~~filed~~disclosure, ~~with~~or ~~the~~auditing ~~SEC~~scope onor ~~March~~procedure, 31which, ~~2015~~if (not resolved to the ~~“Filing”)~~satisfaction of Johnson, ~~the~~would ~~Registrant~~have ~~had~~caused ~~aggregate~~Johnson ~~“convertible~~to ~~notes~~make ~~payable”~~reference into ~~aggregate~~the ~~amount~~subject matter of $3the disagreements in connection with their report,~~153,792~~ and (~~the~~2) ~~“Aggregate~~there ~~Convertible~~were ~~Notes~~no ~~Payable~~“reportable events”) as ofthat ~~December~~term ~~31,~~is ~~2014~~defined in Item 304(a)(1)(v) of Regulation S-K.

~~Since~~Also ~~the~~as ~~Filings,~~reported ~~several~~on ~~holders~~Form of8-K ~~said~~on ~~convertible~~May ~~promissory~~20, ~~notes~~2015, (the ~~“Notes”~~Company orhad ~~individually,~~provided Johnson with a ~~“Note”)~~copy ~~have~~of ~~continued~~the toforegoing ~~exercise~~statements ~~their~~and ~~right~~requested tothat ~~convert~~Johnson ~~all~~provide orit with a ~~portion~~letter ofaddressed ~~their~~to ~~Note(s),~~the inSecurities ~~accordance~~and ~~with~~Exchange ~~Federal~~Commission ~~and~~stating ~~State~~whether ~~law~~he ~~and~~agrees ~~regulation,~~with ~~into~~the ~~free-trading~~preceding ~~shares~~statements. ofOn ~~common~~May ~~stock~~15, of2015, the Registrant ~~pursuant~~received tosaid ~~the~~letter ~~exemption~~ from ~~registration~~Johnson, ~~under~~which ~~Rule~~was ~~144~~filed ofas ~~the~~an ~~Securities~~Exhibit ~~Act~~to ofthe ~~1933,~~report asfiled ~~amended~~with ~~and per~~ the ~~terms~~SEC ofon ~~each~~Form ~~holder’s~~8-K ~~respective~~on ~~Note.~~May ~~(Collectively~~20, ~~the “Conversions”)~~2015.

~~Also,~~(b) asAs ~~previously~~a result of Johnson’s resignation and as reported on Form 8-K ~~filed~~on ~~with~~May ~~the~~20, ~~SEC~~2015, on ~~February~~May 45, 2015, by the ~~Registrant,~~Company ~~included~~engaged inD. ~~the~~Brooks ~~documentation~~and ~~related~~Associates, toCPAs, ~~each~~P.A., ~~Note~~(“D. isBrooks ~~frequently~~and ~~the~~Associates”) ~~requirement~~as ~~that~~ the ~~Registrant~~Company's ~~authorize~~independent ~~its~~accountant ~~transfer agent~~ to ~~reserve~~audit athe ~~quantity~~Company’s offinancial ~~shares~~statements ofand ~~common~~to ~~stock~~perform inreviews ~~advance~~ of ~~any~~interim ~~conversion~~financial ofstatements. ~~debt~~During tothe ~~shares~~fiscal ofyears ~~common~~ended ~~stock~~December in31, ~~the~~2012, ~~event~~December ~~that~~31, ~~the~~2013 ~~Note~~and ~~holder~~December ~~decides~~31, to2014 ~~convert~~through ~~all~~May or5, ~~any~~2015 ~~part~~neither of the ~~outstanding~~Company ~~balance~~nor ofanyone ~~their~~acting ~~respective~~on ~~Note~~its ~~(each~~behalf aconsulted ~~“Reserve”)~~with D. ~~Such~~Brooks ~~Reserves~~and ~~are~~Associates ~~often~~regarding ~~variable~~(i) ~~such~~either ~~that downward changes in~~ the ~~market~~application ~~price~~ of ~~the~~any ~~Registrant’s~~accounting ~~common~~principles ~~stock~~to ~~triggers~~a anspecific ~~increase~~completed inor ~~the~~contemplated ~~quantity~~transaction of ~~shares required to be reserved by~~ the ~~Note holder. Moreover~~Company, ~~such Notes allow the Note holder to convert all~~ or ~~a portion of~~ the ~~outstanding~~type ~~balance~~ of ~~each~~audit ~~Note,~~opinion inthat ~~accordance~~might ~~with~~be ~~Federal~~rendered ~~and~~by ~~State~~D. ~~law~~Brooks and ~~regulation,~~Associates ~~without~~on the ~~approval~~Company's offinancial ~~the~~statements; ~~Registrant,~~or ~~meaning~~(ii) ~~that~~any ~~such~~matter ~~conversions~~that ofwas ~~debt~~either ~~into~~the ~~free~~subject ~~trading shares~~ of ~~common~~a ~~stock~~disagreement ofwith ~~the~~Johnson ~~Registrant~~or ~~are~~a ~~outside~~reportable ofevent ~~the~~with ~~Registrant’s~~respect ~~control~~to Johnson.

As(c) aOn ~~result~~June of3, 2015, the ~~continuing~~Registrant ~~low~~issued ~~market~~a ~~price~~letter ofto ~~the~~D. ~~Registrant’s~~Brooks ~~common stock~~ and Associates (the ~~Conversions,~~“Letter”) ~~several~~terminating ~~Note~~as ~~holders~~of ~~have~~that ~~repeatedly~~date ~~required~~their ~~increases~~services inas ~~their~~the ~~Reserves~~Company's ~~equivalent~~independent accountant to ~~many~~audit ~~times~~ the ~~total~~Company’s ~~possible~~financial ~~number~~statements ofand ~~shares~~to ~~that~~perform ~~could~~reviews beof ~~issued~~interim ~~from~~financial ~~their~~statements. ~~conversions~~In ~~greatly~~a ~~inflating~~Letter, ~~and~~the ~~escalating,~~Company ~~the~~stated ~~total~~that ~~number~~the ofreason ~~shares~~for ~~required~~the totermination bewas ~~set~~the ~~aside~~Company’s byconclusion that the ~~Company~~audit asbeing ~~Reserves~~conducted by D. ~~Such~~Brooks ~~increases~~and ~~have~~Associates ~~again~~would ~~eroded~~not fulfill the ~~number~~Company’s goal of ~~authorized~~achieving ~~shares~~an Amended Filing of ~~common~~the ~~stock~~Annual inReport ~~the~~(as ~~Registrant’s~~reported ~~treasury~~on ~~resulting~~Form in8-K anon ~~inadequate~~May ~~remaining~~20, ~~amount~~2015) ofwithin ~~shares~~a ~~available~~timeframe ~~for~~acceptable ~~general~~to ~~business~~the ~~purposes~~Company. ~~Therefore~~As toa ~~maintain~~result, anthe ~~adequate~~Company ~~quantity~~would ofseek ~~common~~to ~~stock~~engage inanother ~~its~~accounting ~~treasury~~firm ~~for~~to ~~future~~prepare ~~uses,~~ the ~~Registrant~~amended ~~has~~and ~~had~~newly toaudited ~~again~~Financial ~~increase~~Statements for the ~~number~~period ofending ~~shares~~December of31, ~~its~~2014, ~~authorized~~within ~~common~~a ~~stock~~timeframe acceptable to the Company.

~~SECTION~~In 8the –Letter, ~~OTHER~~the ~~EVENTS~~Company stated that it believed that (1) there were no disagreements with D. Brooks and Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of D. Brooks and Associates, would have caused D. Brooks and Associates to make reference to the subject matter of the disagreements in connection with any forthcoming report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~None~~In connection with the Letter, the Company requested that D. Brooks and Associates provide it with a letter addressed to the Securities and Exchange Commission stating whether he agrees with the foregoing statements in its letter. To date, the Registrant has not received such letter, upon receipt a copy of D. Brooks and Associates’ letter will be filed as an Exhibit to this Current Report on Form 8-K.

~~SECTION~~(d) 9As –a ~~FINANCIAL~~result ~~STATEMENTS~~of ~~AND~~the ~~EXHIBITS~~termination of David Brooks and Associates, on June 3, 2015 the Company engaged Anton & Chia, LLP, a PCAOB and CPAB registered firm (“Anton & Chia”) as the Company's independent accountant to audit the Company’s financial statements for the 2014 Annual Report and to perform reviews of the Company’s 2015 interim financial statements. During the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 through June 2, 2015 neither the Company nor anyone acting on its behalf consulted with Anton & Chia regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Anton & Chia on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with D. Brooks and Associates or a reportable event with respect to D. Brooks and Associates.

~~ITEM~~SECTION ~~9.01~~8 ~~FINANCIAL~~– ~~STATEMENTS~~OTHER ~~AND EXHIBITS~~EVENTS

~~(a) Exhibits:~~None.

Ex. No.		Date		Document
5.03		May 11, 2015		Amendment to Articles of Incorporation

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

3Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~None.

~~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.~~3

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

SIGNATURES

4Pursuant 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: June 4, 2015	By:	/s/ Dror Svorai
	Name:	Dror Svorai
	Title:	Chief Executive Officer

Filing Compare · Vapor Group, Inc.