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): ~~May~~June 2024, 2011

MONKEY ROCK GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-15165	98-0208402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PO Box 1030, Sturgis, SD		57785
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 523-4070

(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:

¨	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~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

On ~~May~~June ~~20th~~ 23, 2011, a Share Purchase Agreement (the “Share Purchase Agreement”) was entered into by Monkey Rock Group, Inc., a corporation formed under the laws of the State of Delaware (“Monkey Rock”), Nissi Group Incorporated, a corporation formed under the ~~"Company"~~laws of the State of Hawaii (“Nissi” or “Purchaser”), ~~engaged~~John ~~Sadler~~Anthony Dent, ~~Gibb~~an &individual ~~Associates~~(“John Dent”), ~~CPA’s~~and Matthew Dent, an individual (~~"Sadler~~“Matthew "Dent”). Pursuant asto ~~its~~the ~~principal~~Share ~~accountant~~Purchase Agreement, MONKEY ROCK will sell 50,000,000 shares of authorized and ~~dismissed~~previously unissued shares of Common Stock (the “Shares”), representing 75.26% of the outstanding stock of MONKEY ROCK immediately after the transaction, to Nissi for a purchase price of $149,674.76* (may adjust based upon receipt of final bill of Elliot Berman & ~~Company~~Associates). At the closing, Pthe current directors and executive officers of MONKEY ROCK will resign and Dexter F.AK. Aspacio (“~~Berman~~Aspacio”) ~~from~~will ~~that~~be ~~role~~appointed to act as the sole director of MONKEY ROCK. ~~The~~Nissi ~~change~~anticipates inthat ~~accountants~~Aspacio ~~was~~will ~~recommended~~be appointed Chairman, President and ~~approved~~CEO byof the Company's ~~Board~~at that time. An Information Statement with respect to the change in control of ~~Directors~~a majority of the directors of MONKEY ROCK is being mailed to the stockholders of MONKEY ROCK on or about June 24, 2010.

InPrior ~~connection~~to ~~with~~ the ~~audit~~closing, of the Company's ~~financial~~will ~~statements~~transfer ~~for~~all of the ~~fiscal~~current ~~year~~assets ~~ended~~and ~~December~~liabilities ~~31,~~of ~~2009,~~ the ~~report~~South ofDakota ~~Berman~~operations ~~did not contain any adverse opinion or disclaimer~~ of ~~opinion~~the ~~and~~Company ~~was~~to ~~not~~Monkey ~~qualified~~Rock orUSA, ~~modified~~LLC, asa towholly-owned ~~uncertainty,~~subsidiary ~~audit~~of ~~scope~~the orCompany ~~accounting~~(“Monkey ~~principles~~Sub”). ~~During~~ As ~~the~~provided ~~registrant’s~~in ~~two~~the ~~most~~Share ~~recent~~Purchase ~~fiscal~~Agreement, ~~years~~Monkey ~~and~~Sub ~~any~~will ~~subsequent~~be ~~interim~~managed ~~period~~by ~~through~~John ~~the~~Anthony ~~date~~Dent, of the ~~dismissal~~current ~~there~~CEO ~~were no disagreements with Berman on any matter~~ of ~~accounting~~MONKEY ~~principles or practices~~ROCK, ~~financial~~until ~~statement~~such ~~disclosure,~~time oras ~~auditing~~it ~~scope~~is orsold ~~procedure, which disagreement(s), if not resolved~~ to ~~the~~John ~~satisfaction~~and ofMatthew ~~the Berman~~Dent, ~~would~~which ~~have~~sale ~~caused~~shall ittake toplace ~~make~~as ~~reference~~soon toas ~~the~~practicable ~~subject~~after ~~matter of the disagreement(s) in connection with its reports~~closing.

~~Attached~~ One ashundred ~~Exhibit~~percent ~~16.1~~(100%) ~~is a copy~~ of ~~Berman~~Nissi’s ~~letter~~preferred ~~addressed~~shares towill be exchanged for the ~~SEC~~newly ~~relating~~issued tofifty ~~the~~million ~~statements~~(50,000,000) ~~made~~Monkey byRock common shares, and One hundred percent (100%) of Nissi’s common shares will be exchanged for the ~~Company~~newly inissued ~~this~~forty ~~Current~~million ~~Report~~(40,000,000) onMonkey ~~Form~~Rock ~~8-K~~common shares.

~~The~~In ~~reports~~conjunction with the Closing, Monkey Rock will create a class of ~~Berman~~its onPreferred ~~the~~Stock, ~~financial~~known ~~statements~~as Series A consisting of 5,000,000 authorized shares, each having voting rights equal to 1000 votes for ~~either~~each share of Preferred held, and are authorized to vote as common shareholders on any manner before the ~~past~~stockholders. They ~~two~~shall ~~years~~also ~~contained~~be noconvertible ~~adverse~~after ~~opinion~~six or(6) months on a ~~disclaimer~~10 ofto an1 ~~opinion,~~ratio. Nissi ~~nor~~has ~~were~~indicated that they ~~qualified~~intend orto ~~modified~~issue as5,000,000 shares of the Series A Preferred to ~~uncertainty,~~Dexter ~~audit~~Aspacio ~~scope~~after orthe ~~accounting~~closing ~~principles~~as part of his executive compensation.

~~The~~As ~~Company has not previously consulted with Sadler regarding either (i) the application of accounting principles to~~ a ~~specific~~result ~~completed or contemplated transaction; (ii) the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company's~~sale ~~financial statements; or (iii) a reportable event (as provided in Item 304(a)(1)(v)~~ of ~~Regulation S-K) during~~ the ~~years~~Shares ~~ended December 31, 2009~~ and ~~December~~Share 31Exchange, ~~2008,~~Nissi ~~and~~Shareholders ~~any~~will ~~later~~become ~~interim period, including~~ the ~~interim~~majority ~~period~~owners up to and including the date the relationship with Berman ceased. Berman has reviewed the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the ~~Company's~~outstanding ~~expression~~shares of ~~its views, or~~ the ~~respects in which it does not agree with the statements made by the~~ Company ~~in response to Item 304 (a)~~. ~~Sadler has elected not furnish a letter to the Commission.~~

~~Item~~The ~~9.01. Financial~~sale ~~Statements~~of the Shares will close not less than ten days after the mailing of the Information Statement mentioned previously with respect to the proposed change in a majority of the directors of MONKEY ROCK, and ~~Exhibits~~subject to the satisfaction or waiver of the conditions to the closing.

~~(d) Exhibits. The~~It ~~following~~is ~~exhibit~~a iscondition ~~being~~precedent ~~filed~~to ~~herewith~~the ~~this~~Closing ~~Current~~that ~~Report~~the onCompany ~~Form~~be ~~8-K~~current in its filing obligations with the Securities and Exchange Commission.

~~16.1 Letter~~The ~~from~~Share ~~Berman~~Purchase &Agreement, ~~Company~~including the Exhibits thereto, ~~P.A.~~ are attached to ~~the~~this ~~Securities~~Current ~~and~~Report ~~Exchange~~on ~~Commission~~Form ~~dated~~8-K ~~May~~and ~~20,~~incorporated ~~2011~~herein by this reference.

~~SIGNATURES~~Item 3.02 Unregistered Sales of Equity Securities.

The proposed sale of the shares of Common Stock by MONKEY ROCK pursuant to the Share Purchase Agreement described in Item 1.01 above has not been registered under the Securities Act of 1933, as amended, by virtue of the exemption from registration provided by Section 4(2) of the Act. The information contained in Item 1.01 with respect to such sale is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits

Exhibit		Description

10.1		Share Purchase Agreement dated June 23, 2011

SIGNATURE

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.

	MONKEY ROCK GROUP, INC.
		Monkey Rock Group, Inc.
Date: May 20, 2011	By:	/s/ John Dent
Dated: June 24, 2011
		John Dent, CEO
		/s/ John Anthony Dent
		John Anthony Dent, CEO

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