UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

~~________________~~____________________________________________________________

FORM 8-K

CURRENT REPORT

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

~~Securities Exchange Act of 1934~~____________________________________________________________

Date of Report (Date of earliest event reported): ~~February~~ August 1929, 2013

Wellesley Capital Management ~~Group, Inc~~Corp.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

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


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

4 West Las Olas Boulevard, Suite 203, Fort Lauderdale, FL 33301 (Address of principal executive offices)

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 954-599-3672

~~N/A~~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:

~~(Former~~[ ~~name~~] orWritten ~~former~~communications ~~address,~~pursuant ifto ~~changed~~Rule ~~since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

~~Check~~[ ~~the~~] ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (17 ~~see General~~DFR ~~Instruction A~~240.~~2. below~~14a-12):

¨[ ~~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~~.01.~~ ~~Changes~~(c) inunder ~~Registrant’s~~the ~~Certifying~~Exchange ~~Accountant~~Act (17 CFR 240.13e-4(c))

~~(a) Dismissal~~ITEM of4.01 ~~Independent~~CHANGES ~~Registered~~IN ~~Public~~REGISTRANT’S ~~Accounting~~CERTIFYING ~~Firm.~~ACCOUNTANT

(a)(1) On ~~February~~August 1513, 2013, ~~MaloneBailey~~the PCAOB revoked the registration of the Registrant’s prior independent accountant, ~~LLP~~Lake & Associates, CPA’s LLC, whose address is 1905 Wright Blvd., Schaumburg, IL 60193 (“~~MaloneBailey~~Lake”), ~~resigned~~due asto ~~the~~Lake’s ~~independent~~violations ~~registered~~of ~~public~~PCAOB ~~accounting~~rules ~~firm~~and ofauditing standards in auditing the ~~Company. The~~financial ~~resignation~~statements ~~was~~and ~~accepted~~PCAOB byrules ~~the~~and ~~Board~~quality ofcontrol ~~Directors~~standards with respect to four of Lake’s clients; the ~~Company~~Registrant (was not one of the ~~“Board”)~~clients for which Lake was sanctioned.

~~During~~On ~~the~~October ~~two~~19, ~~most~~2012, ~~recent~~Lake ~~fiscal~~& ~~years~~Associates ~~and~~CPA’s ~~through~~LLC ~~the~~(“Lake ~~date~~& ~~of this report, there were no (1~~Associates”) ~~disagreements~~resigned ~~with~~as ~~MaloneBailey~~the onindependent ~~any~~registered ~~matter~~public of accounting ~~principles~~firm orof ~~practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused MaloneBailey to make reference in its reports on~~ the Company’s. The ~~financial~~resignation ~~statements~~was ~~for~~accepted ~~such~~by ~~years to~~ the ~~subject~~Board ~~matter~~of Directors of the ~~disagreement,~~Company or (2)the “~~reportable events,~~Board” ~~as such term is defined in Item 304(a~~)~~(1)(v) of Regulation S-K~~.

NoDuring ~~audit~~the ~~reports~~two most recent fiscal years and through the date of this report, there were no (1) disagreements with Lake & Associates on any matter of accounting principles or ~~interim~~practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused Lake & Associates to make reference in its reports ~~were~~on ~~issued~~the Company’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.

The ~~Company~~audit ~~has~~reports ~~requested~~of ~~that~~Lake ~~MaloneBailey~~& ~~furnish~~Associates iton ~~with~~the afinancial ~~letter~~statements ~~addressed~~of to the ~~Securities~~Company, ~~and~~during ~~Exchange~~the ~~Commission~~periods ~~stating~~from ~~whether~~September or17, ~~not~~2007 itthrough ~~agrees~~October ~~with~~19, ~~the above statements and~~2012, ifdid not, ~~stating~~contain ~~the~~any ~~respects~~adverse inopinion ~~which~~or itdisclaimer ~~does~~of ~~not~~opinion, ~~agree. A~~nor ~~copy~~were ofthey ~~such~~qualified ~~letter,~~or ~~dated~~modified ~~February~~as 15to uncertainty, ~~2013~~audit scope, ~~indicating~~or ~~that~~accounting itprinciples, isexcept inthat ~~agreement~~the ~~with~~reports ~~such~~stated ~~disclosures~~there is ~~filed~~substantial asdoubt ~~Exhibit~~about ~~16.1~~the Company’s ability to ~~this~~continue ~~Form~~as ~~8-K~~a going concern.

~~(b) Engagement~~We are in the process of ~~New~~re-auditing ~~Independent~~our ~~Registered~~financial ~~Public~~statements ~~Accounting~~that ~~Firm~~would be required to be included in filings with the Commission.

On ~~February~~August 1929, 2013, the ~~Board~~Registrant provided a draft copy of ~~Directors~~this ~~approved~~report ~~the~~on ~~appointment~~Form of8-K ~~Alan~~to RLake, requesting their comments on the information contained therein. The ~~Swift~~responsive ~~CPA~~letter PAfrom Lake is filed as ~~the~~an ~~independent~~exhibit ~~registered~~to ~~public~~this ~~accounting~~current ~~firm~~report ofon ~~the~~Form ~~Company~~8-K.

~~During~~ITEM ~~the Company’s two most recent fiscal years and the subsequent interim periods preceding Alan R~~9.01 ~~Swift~~FINANCIAL ~~CPA~~STATEMENTS ~~PA’s~~AND engagement, neither the Company nor anyone on behalf of the Company consulted with Alan R. Swift CPA PA regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and Alan R. Swift CPA PA did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.EXHIBITS

~~Item~~(d) Exhibit 916.011 ~~Financial~~- ~~Statements~~Responsive ~~and~~Letter ~~Exhibits~~from Lake & Associates, CPA’s LLC.

~~(d) Exhibits~~SIGNATURE

~~The~~Pursuant ~~following~~to ~~exhibits~~the ~~are~~requirements ~~filed~~of ~~with~~the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K:~~behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
	Wellesley Capital Management Group, Inc.
16.1		Letter to the Securities and Exchange Commission from MaloneBailey, LLP, dated February 15, 2013.
September 3, 2013	By:	/s/ Roland Breton
		Name: Roland Breton
		Title: President

~~SIGNATURES~~- 2 -

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: February 19, 2013	Wellesley Capital Management Corp.
	By:	/s/ Roland Brenton
		Name: Roland Brenton
		Title: President

Filing Compare · WELLESLEY CAPITAL MANAGEMENT CORP.