UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported) August 27, 2012~~1934

~~WELLESLEY~~Date ~~CAPITAL~~of ~~MANAGEMENT~~Report ~~GROUP~~(Date of earliest event reported): October 19, ~~INC.~~2012

Wellesley Capital Management Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	333-151485	26-2569043
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Florida

(State or other jurisdiction

of incorporation)

333-151485

(Commission

File Number)

26-2569043

(IRS Employer

Identification No.)

305 South Andrews Blvd, Suite 203, Fort Lauderdale, FL	33301
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	954-599-3672

4 West Las Olas Boulevard, Suite 203, Fort Lauderdale, FL 33301

~~7076~~(Address ~~Spyglass~~of ~~Avenue,~~principal ~~Parkland,~~executive ~~Florida~~offices)(Zip ~~33076~~Code)

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report)~~code: 954-599-3672

~~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~~ N/A~~.2. below):~~

[(Former ]name ~~Written~~or ~~communications~~former ~~pursuant~~address, toif ~~Rule~~changed ~~425~~since ~~under~~last ~~the Securities Act (17 CFR 230~~report.~~425~~)

[Check ]the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17 ~~CFR~~see General ~~240~~Instruction A.~~14a-12~~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 ~~] Pre-commencement communications pursuant to Rule 13e-~~4~~(c)~~.01 ~~under~~Changes ~~the~~in ~~Exchange~~Registrant’s ~~Act~~Certifying ~~(17 CFR 240~~Accountant.~~13e-4(c))~~

~~Item~~(a) Dismissal ~~1.01~~of ~~Entry~~Independent ~~Into~~Registered aPublic ~~Material~~Accounting ~~Definitive Agreement~~Firm.

On ~~August~~October 2019, 2012, ~~the~~Lake ~~Company~~& ~~entered~~Associates ~~into~~CPA’s aLLC ~~binding~~(“Lake ~~Letter~~& ofAssociates”) ~~Intent~~resigned ~~whereby~~as the ~~Company~~independent ~~was~~registered topublic ~~issue~~accounting ~~common~~firm ~~shares~~of ~~predicated~~the onCompany. The ~~certain~~resignation ~~events~~was ~~happening~~accepted ~~including,~~by ~~but~~the ~~not~~Board ~~limited to, transfer~~ of ~~assets,~~Directors ~~coordination~~ of ~~liabilities and new management and members of~~ the Company’s ~~board~~(the ~~of directors~~“Board”).

ADuring ~~copy~~the oftwo ~~the~~most ~~Binding~~recent ~~Letter~~fiscal Ofyears ~~Intent~~and isthrough ~~attached~~the asdate ~~Exhibit~~of ~~10.~~this report, there were no (1) disagreements with Lake & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to ~~this~~its ~~current~~satisfaction ~~report~~would have caused Lake & Associates to make reference in its reports on ~~Form~~the 8Company’s financial statements for such years to the subject matter of the disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~Item~~The ~~3.02~~audit ~~Unregistered~~reports ~~Sales~~of Lake & Associates on the financial statements of ~~Equity~~the ~~Securities~~Company, during the periods from September 17, 2007 through October 19, 2012, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about the Company’s ability to continue as a going concern.

~~Effective~~The ~~August~~Company ~~27,~~has ~~2012,~~requested ~~Wellesley~~that ~~Capital~~Lake ~~Management~~& ~~Group,~~Associates ~~Inc.~~furnish ~~(the~~it ~~“Company”)~~with ~~will~~a ~~issue~~letter ~~82,500,000~~addressed ~~shares~~to ofthe ~~its~~Securities ~~common~~and ~~stock~~Exchange asCommission ~~payment~~stating ofwhether ~~various~~or ~~acquisitions~~not ofit ~~real~~agrees ~~estate,~~with ~~mortgages,~~the ~~other~~above ~~assets,~~statements ~~consultants~~ and, ~~management~~if ~~amounting~~not, tostating athe ~~total~~respects ~~amount~~in ofwhich ~~$825,000.~~it ~~All~~does ~~82,500,000 common shares were~~ not ~~registered~~agree. A ~~under~~copy ~~the~~of ~~Securities~~such ~~Act~~letter, ofdated ~~1933~~October 22, ~~as amended~~2012, ~~under~~indicating ~~exemption~~that ~~contained~~it is in ~~Section~~agreement ~~4(2)~~with ofsuch ~~the~~disclosures ~~Securities~~is ~~Act~~filed ofas ~~1933~~Exhibit ~~and~~16.1 ~~the~~to ~~shares~~this ~~issued~~Form ~~bare a restrictive legend~~8-K.

~~After~~(b) Engagement ~~the effective issuance~~ of ~~the~~New ~~above~~Independent ~~82,500,000~~Registered ~~common~~Public ~~shares,~~Accounting ~~the Company will have 100,000,000 common shares outstanding at August 27, 2012~~Firm.

~~Item~~On ~~5.01~~October ~~Changes~~19, in2012, ~~Control~~the Board of ~~Registrant~~Directors approved the appointment of MaloneBailey, LLP (“MaloneBailey”) as the independent registered public accounting firm of the Company.

~~Pursuant~~During to the ~~Binding~~Company’s ~~Letter~~two ofmost ~~Intent,~~recent ~~effective~~fiscal ~~August~~years ~~27,~~and ~~2012~~the subsequent interim periods preceding MaloneBailey’s engagement, neither the ~~company~~Company ~~will~~nor ~~issue~~anyone ~~82,500,000~~on ~~common~~behalf ~~shares~~of ~~which~~the ~~will~~Company ~~result~~consulted inwith aMaloneBailey ~~change~~regarding ofthe ~~control~~application of ~~the~~accounting ~~Company~~principles ~~from~~to ~~our~~any ~~prior~~specific ~~sole~~completed ~~officer~~or ~~and~~contemplated ~~director~~transaction, ~~Steve~~or ~~Adelstein.~~the ~~The~~type of audit opinion that might be rendered on the Company’s ~~new~~financial ~~management~~statements, ~~team~~and ofMaloneBailey ~~Roland~~did ~~Breton,~~not ~~President~~provide ~~and~~any ~~Director~~written ~~and~~or ~~Peter~~oral M.advice ~~Burgess,~~that ~~Chief~~was ~~Operating~~an ~~Officer~~important ~~and~~factor ~~Director~~considered ~~will~~by ~~own~~the orCompany ~~control~~in ~~(directly~~reaching ora ~~indirectly)~~decision 32as to any accounting,~~200,000~~ ~~common~~auditing ~~shares~~or ~~(32.2%~~financial ofreporting issue or any matter that was the ~~effective~~subject ~~outstanding~~of ~~common~~a ~~shares~~“disagreement” ator ~~August~~a 27“reportable event,” ~~2012~~as such terms are defined in Item 304(a)(1) of Regulation S-K.

AItem ~~copy of the Binding Letter Of Intent is attached as Exhibit 10~~9.101 toFinancial ~~this~~Statements ~~current~~and ~~report on Form 8-K~~Exhibits.

~~Item~~(d) ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

~~Departure~~The offollowing ~~Officer~~exhibits ~~and~~are ~~Director~~filed with this Current Report on Form 8-K:

Effective August 27, 2012, our sole Director and Chief Executive Officer (Steve Adelstein) of Wellesley Capital Management Group, Inc. (the “Company”), resigned from all positions held within the Company. There was no disagreement between the Company and Steve Adelstein at the time of his resignation from the Company.


Exhibit No.		Description

16.1		Letter to the Securities and Exchange Commission from Lake & Associates CPA’s LLC, dated October 22, 2012.

~~On August 27, 2012, the Company elected the following officers and directors:~~SIGNATURES

~~Name~~Pursuant ~~Title~~to ~~Roland~~the ~~Breton~~requirements ~~President~~of ~~and~~the ~~Director~~Securities ~~Peter~~Exchange M.Act ~~Burgess~~of ~~Chief~~1934, ~~Operating~~the ~~Officer~~registrant ~~and~~has ~~Chairman~~duly ofcaused ~~the~~this ~~Board~~report ofto ~~Directors~~be ~~Tai~~signed ~~Lyndon~~on ~~Houser,~~its ~~Ph.~~behalf D.by ~~Director~~the undersigned hereunto duly authorized.

Background of New Officers and Directors


Date: October 22, 2012	Wellesley Capital Management Group, Inc.

	By:	/s/ Roland Breton
		Name: Roland Breton
		Title: President

~~Roland~~- ~~Breton,~~2 ~~President and Director:~~-

From 2007 to present, Mr. Breton, from time to time, has been a consultant to various entities, including our Company. Additionally, Mr. Breton was Chief Executive Officer and Chairman of the Board of Directors of Information Architects Corporation, from time to time, and resigned as an officer and Director on March 21, 2012.

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Peter M. Burgess, Chief Operating Officer and Chairman of the Board of Directors:

From 2010 to present, Mr. Burgess has been Executive Vice President and Chief Operating Officer of Pan American Fund and Wellesley Asset Secured Portfolio, a real estate investment fund specializing in distressed real estate and related properties. From fourth quarter, 2011 to March 21, 2012, he was an officer and a member of the Board of Directors of Information Architects Corporation, a publicly held entity. Additionally, from time to time, he was a consultant, officer and director to various private entities including, but not limited to Gateway Mortgage Bankers and Skyline Capital, LLC, located in Coral Gables, FL that specialized in commercial properties.

Tai Lyndon Houser, Ph D.; Member of the Board:

Dr. Houser is currently a District Director of the Elmore Honors Institute as Chief Academic Officer and Manager of the honors program at Broward College located at 111 East Las Olas Boulevard, Fort Lauderdale, FL 33301. He oversees a multi-campus program serving over 1000 students with operating budget and staff responsibilities. From 2008 to 2011, Dr. Houser was a professor facilitating classroom experience for a variety of English classes at Broward College.

Item 8.01 Other Events.

The company is relocating offices and having a change of address to 305 South Andrews Blvd, Suite 203, Fort Lauderdale, FL 33301

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Binding Letter of Intent dated August 20, 2012

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.

Date: August 27, 2012	Wellesley Capital Management Group, Inc.
	By: /s/ Roland Breton
	Roland Breton President

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