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): ~~June~~March 1917, ~~2019~~2020 (~~May~~March 3111, ~~2019~~2020)

DBUB GROUP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-28767	88-0403070
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

No. 108 ShangCheng Road, Suite 2-2204

Pudong New District, Shanghai, China 200120

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

+086-156-18521412

(REGISTRANT’S TELEPHONE NUMBER)

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 communication 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 41.01 ~~Changes~~ENTRY inINTO ~~Registrant’s~~A ~~Certifying~~MATERIAL ~~Accountant.~~DEFINITIVE AGREEMENT

On ~~May~~February 111, ~~2019~~2020, ~~our~~DBUB ~~independent auditor~~Group, ~~MJF~~Inc. ~~& Associates, APC~~ (the “~~MJF~~Company”) ~~advised~~entered ~~the~~into ~~Board~~series of ~~Directors~~Debt ofConversion ~~DBUB~~Agreements ~~Group~~(each, ~~Inc.~~ ~~(the~~an “~~Company~~Agreement”; together, ~~“we”,~~the or “usAgreements”) inwith ~~writing~~Ms. ~~that~~Zinan ~~they~~Zhou ~~were~~and toMs. ~~resigned~~Xueou asWang, ~~auditor~~respectively. ofAs per the ~~Company~~ ~~effective~~terms onof ~~May~~the 31Agreements, ~~2019~~ Ms. ~~The~~Zinan ~~auditor’s~~Zhou ~~report~~and ofMs. ~~MJF~~Xueou onWang ~~the~~each ~~Company’s~~agreed ~~consolidated~~to ~~financial~~accept ~~statements as~~31,157,480 of and ~~for~~17,241,785 ~~the~~shares ~~fiscal~~of ~~years~~the ~~ended~~Company’s ~~December~~restricted ~~31,~~common stock ~~2018~~(the ~~and~~“Debt ~~December~~Shares”), 31respectively, ~~2017~~in ~~did~~satisfaction ~~not~~of ~~contain~~the anamount ~~adverse~~they ~~opinion~~lent orto aDBUB ~~disclaimer of~~PTE. ~~opinion,~~LTD. and ~~was~~Huantai ~~not~~(Shanghai) Enterprise ~~qualified~~Management orCo, ~~modified as to uncertainty~~Ltd., ~~audit~~two ~~scope~~of orthe ~~accounting~~Company’s ~~principles,~~subsidiaries. ~~except~~Following ~~that~~ the ~~audit~~execution ~~reports on~~of the ~~consolidated~~Agreements ~~financial~~and ~~statements~~ issuance of the ~~Company~~Debt ~~for~~Shares, the ~~years~~total ~~ended~~debts ~~December~~owed ~~31,~~to ~~2018~~Ms. ~~and~~Zinan ~~2017~~Zhou ~~contained~~and anMs. ~~uncertainty about~~Xueou ~~the~~Wang ~~Company’s~~were ~~ability~~paid toin ~~continue~~full, asincluding aprincipal ~~going~~and ~~concern~~accrued interest.

From 2014 when MJF was engaged as our auditor, through MJF’s resignation, there were no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and MJF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MJF would have caused MJF to make reference to the subject matter thereof in its reports for such fiscal years and interim period, except for (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K as follows:

During the years ended December 31, 2018 and 2017, and through the interim period ended May 31, 2019, there were the following “reportable events”. As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended March 31, 2019, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

(i) The Company’s inability to record transactions and provide disclosures in accordance with US GAAP. The current staff in our accounting department is inexperienced in US GAAP. They need substantial training to meet the demands of a US public company. The accounting skills and understanding necessary to fulfill the requirements of US GAAP-based reporting, including the preparation of financial statements and consolidation, are inadequate.

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

We furnished a copy of this disclosure to MJF and have requested that MJF furnish us with a letter addressed to the SEC stating whether such firm agrees with the above statements or, if not, stating the respects in which it does not agree. We have received the requested letter from MJF, and a copy of the letter is filed with this Current Report on Form 8-K as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Document	~~Location~~
16.1	Letter from MJF & Associates, APC dated June 19, 2019	Filed herewith
10.1	Debt Conversion Agreement, between the Company and Zinan Zhou regarding the debt of DBUB PTE. LTD., dated February 11, 2020.
10.2	Debt Conversion Agreement, between the Company and Zinan Zhou regarding the debt of Huantai (Shanghai) Enterprise Management Co, Ltd., dated February 11, 2020.
10.3	Debt Conversion Agreement, between the Company and Xueou Wang regarding the debt of Huantai (Shanghai) Enterprise Management Co, Ltd., dated February 11, 2020.

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.

	DBUB GROUP, INC.
Date: June 20, 2019	By:	/s/ Zinan Zhou
Date: March 17, 2020	By:	/s/ Zinan Zhou
	Name:	Zinan Zhou
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

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