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

Date of Report (Date of earliest event reported) ~~March~~April 118, 2019

STAR WEALTH GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada

333-200675

36-4817186

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

903 Dannies Hse

20 Luard Rd

Wan Chai

Hong Kong

(Address of Principal Executive Offices)

+852 6519 7111

(Registrant’s telephone number, including area code)

None

(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 (see General Instruction A.2. below):

[ ]

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 41.01 ~~Changes~~Entry inInto ~~Registrant's~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement.

OnItem ~~March 11, 2019, Star Wealth Group Inc~~5.01 ~~(the~~Change ~~“Company”)~~in ~~engaged~~Control ~~Heaton & Company, PLLC dba Pinnacle Accountancy Group~~ of ~~Utah (“New Auditor”) as the independent registered accountant and dismissed Jorgensen & Co~~Registrant. (“Former Auditor”). As previously reported, on February 8, 2019, Michael Gillespie & Associates, LLP (“MG&A”) resigned as the independent registered accountant of Star Wealth Group Inc. (the “Company”). The decision to change auditors was approved by the Company’s Board of Directors.

~~Pursuant~~Item to9.01. ~~applicable rules, the Company makes the following additional disclosures:~~Exhibits.

~~(a)~~On ~~MG&A’s~~April ~~reports~~8, on2019, ~~the~~Star ~~consolidated~~Wealth ~~financial~~Group ~~statements~~Inc. of (the “Company”) asand atSmart ~~and~~Mate ~~for~~Limited, the ~~fiscal~~Company’s ~~years~~largest ~~ended~~shareholder ~~September~~(Smart 30Mate”), ~~2018~~entered ~~and~~into ~~2017~~a ~~(i)~~Loan ~~did~~Conversion ~~not~~Agreement ~~contain~~pursuant ~~any~~to ~~adverse~~which ~~opinion~~Smart orMate ~~disclaimer~~converted ofits ~~opinion~~outstanding ~~and~~loans ~~were~~to ~~not~~the ~~qualified~~Company orin ~~modified~~exchange asfor ~~to uncertainty,~~common ~~audit~~stock ~~scope~~of orthe ~~accounting~~Company. ~~principles,~~On ~~except~~April ~~that~~8, ~~such~~2019, ~~reports~~a ~~contained~~total anof ~~explanatory~~$97,559 ~~paragraph~~was inowed ~~respect~~ to ~~uncertainty~~the asSmart toMate by the Company’s ~~ability~~(which toincludes ~~continue~~loan asamounts aowed ~~going~~to ~~concern~~an ~~and~~affiliate ~~(ii)~~of ~~did~~Smart ~~not~~Mate ~~contain~~which ~~any~~were ~~“reportable~~assigned ~~events”~~to asSmart ~~defined~~Mate inprior ~~Item~~to ~~304(a~~the conversion)~~(1)(v)~~. ofPursuant ~~Regulation~~to ~~S-K,~~the ~~except~~Loan ~~that~~Conversion asAgreement, ~~set~~Smart ~~forth~~Mate indischarged ~~its~~the ~~Form~~loan ~~10-K~~amount ~~for~~in ~~each~~exchange offor ~~fiscal~~receiving ~~years ended September 30~~19,511,800 shares ~~2018~~of ~~and~~common ~~2017,~~stock of the Company. ~~identified~~The ~~material~~Loan ~~weaknesses~~Conversion inAgreement ~~its~~is ~~internal~~attached ~~control~~hereto ~~over~~as ~~financial~~Exhibit ~~reporting~~10.5. ~~MG&A~~The ~~did~~descriptions ~~not~~of ~~issue~~the ~~any~~Loan ~~reports~~Conversion onAgreement ~~the~~are ~~consolidated~~not ~~financial~~complete, ~~statements~~and ofare ~~the~~qualified ~~Company~~in ~~during~~their ~~the~~entirety ~~period~~by ~~from~~reference ~~January~~to ~~14,~~the ~~2019~~respective ~~through~~agreements ~~date~~which ofare ~~dismissal~~filed ~~(February~~as 8,exhibits ~~2019).~~hereto and incorporated herein.

~~(b)~~After ~~During~~giving effect to the ~~fiscal~~above ~~years~~described ~~ended~~transaction, ~~September~~a 30total of 49,248,800 ~~2018~~shares of common stock will be issued and ~~2017~~outstanding and ~~through~~the ~~March~~following ~~11,~~table ~~2019~~lists, ~~there~~as ~~were~~of nothe ~~disagreements~~date ~~with~~of this report, the ~~Former~~number ~~Auditor~~of onshares ~~any~~of ~~matter~~common stock of ~~accounting~~our ~~principles~~Company that are beneficially owned by (i) each person or ~~practices~~entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, ~~financial~~a ~~statement~~person ~~disclosure~~is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or ~~auditing~~direct ~~scope~~the voting of the security, or ~~procedure~~investment power, which ifincludes ~~not~~the ~~resolved~~power to vote or direct the ~~Former~~voting ~~Auditor’s~~of ~~satisfaction~~the ~~would~~security. ~~have~~The ~~caused~~person itis also deemed to ~~make~~be ~~reference~~a ~~thereto~~beneficial inowner ~~connection~~of ~~with~~any ~~the~~security ~~Former~~of ~~Auditor’s~~which ~~reports~~that onperson ~~the~~has ~~financial~~a ~~statements~~right ~~for~~to ~~such~~acquire ~~years~~beneficial ownership within 60 days. ~~During~~ Under the ~~fiscal~~Securities ~~years~~and ~~ended~~Exchange ~~September~~Commission 30rules, ~~2018~~more ~~and~~than ~~2017~~one ~~and~~person ~~through~~may ~~February~~be 8,deemed ~~2018,~~to ~~there~~be ~~were~~a nobeneficial ~~events~~owner of the ~~type~~same ~~described~~securities, inand ~~Item~~a ~~304(~~person may be deemed to be a~~)(1)(v)~~ beneficial owner of ~~Regulation~~securities ~~S-K~~as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

(c) During the fiscal years ended September 30, 2018 and 2017 and through March 11, 2019, the Company did not consult with the New Auditor with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.


Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Officers and Directors
Bum Chul Kim		0		0	%
All officers and directors as a group (1 individual)		0		0	%

Greater than 10% Shareholders

Smart Mate Limited(1)		38,709,400		78.60	%
R24 Flat C 5/F Wah Mow Factory Building 5-7 Ng Fong Street San Po Kang Kowloon, Hong Kong

On March 12, 2019, the Company provided Former Auditor with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of the letter from the Former Auditor dated March 12, 2019 is attached hereto as Exhibit 16.(1.)

~~Item~~Tee 9Kiew Ong and Yik Kei Ong may be deemed the control parties of the shareholder.01 ~~Financial~~The ~~Statements~~two ~~and~~parties ~~Exhibits~~are siblings.

Exhibit ~~16.1 - Letter from Jorgensen & Co. dated March 12, 2019.~~

2Description

~~SIGNATURE~~10.5

~~Pursuant~~Loan toConversion ~~the~~Agreement ~~requirements~~dated ofApril ~~the Securities Exchange Act of 1934~~8, ~~the~~2019 ~~registrant has duly caused this report to be signed on its behalf~~ by ~~the~~and ~~undersigned~~between ~~hereunto~~Smart ~~duly~~Mate ~~authorized.~~

~~STAR~~Limited ~~WEALTH~~and ~~GROUP~~Star ~~INC~~Wealth Group Corp.

~~(Registrant)~~2

~~/s/ Bum Chul Kim~~SIGNATURE

~~Bum~~Pursuant ~~Chul~~to ~~Kim~~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.

~~Chief~~STAR ~~Executive~~WEALTH ~~Officer~~ GROUP INC.

~~Date: March 13, 2019~~(Registrant)

3/s/ Bum Chul Kim

Bum Chul Kim

Chief Executive Officer

Date: April 18, 2017

Filing Compare · STAR WEALTH GROUP INC.