UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): September 5, 2017

Date of Report (Date of earliest event reported): June 21, 2017

HUNTWICKE CAPITAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54379	81-3957913
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

6 Park Street

7 Grove Street, Topsfield, MA		01983
(Address of principal executive offices)		(Zip Code)

Topsfield, MA 01983

(Address of principal executive offices) (zip code)

(978) 887-5981

(Registrant'’s telephone number, including area code):

~~7 Grove Street~~N/A

~~Topsfield~~(Former name or former address, MAif ~~01983~~changed since last report)

~~(Former address,~~Check the appropriate box below if ~~changed~~the Form ~~since~~8-K ~~last~~filing ~~report)~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~ ☐ Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a -K12) ~~filing~~☐ isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under~~240.14d ~~any~~-2(b)) of☐ ~~the~~Pre-commencement ~~following~~communications ~~provisions~~pursuant to Rule 13e-4(~~see~~c) ~~General~~under ~~Instruction~~the AExchange Act (17 CFR 240.2.13e ~~below~~-4(c):)

☐ 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))

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 o

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. o

Item 4.0102 ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~June~~ 21September 5, 2017 and September 6, 2017, the ~~sole~~management ~~member~~and of the Board of Directors (the “Board”) of Huntwicke Capital Group Inc. (the “Company”), ~~dismissed~~concluded ~~Liggett~~that &the ~~Webb~~Company’s previously issued financial statements for the quarter ended October 31, ~~P.A.~~2016 and January 31, 2017, respectively, (the “~~Liggett~~Restated Periods”), ~~effective~~should ~~immediately,~~no aslonger be relied upon because the Company’s ~~independent~~has ~~registered~~determined ~~public~~that due to Common Control accounting ~~firm~~procedures under rule ASC 805-50 and the guidance therein, our financials should be amended to include the new assets contributed to Huntwicke over the time periods under common control and in the resulting year to year comparisons.

~~During~~The ~~the fiscal year ended April 30, 2016 and through June 21, 2017 there were (i) no disagreements between the~~ Company ~~and~~plans ~~Liggett~~to onfile ~~any~~an ~~matter of accounting principles~~amendment ~~or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved~~ to the ~~satisfaction of~~original ~~Liggett,~~respective ~~would~~Form ~~have~~10-Q’s ~~caused Liggett~~ to ~~make~~restate ~~reference to~~ the ~~subject matter of such disagreements in its reports on the consolidated~~ financial statements for ~~such~~the ~~years,~~Restated ~~and~~Periods ~~(ii)~~to noreflect ~~“reportable~~such ~~events” (as that term is defined in Item 304(a)(1)(v)~~adjustments ofregarding ~~Regulation~~the ~~S-K)~~restated transactions.

~~Liggett~~Our management has concluded that there are material weaknesses in internal controls over financial reporting, as we did not ~~conduct~~maintain effective controls over the selection and application of accounting principles generally accepted in the United States (“GAAP”) related to an ~~audit~~accounting treatment of a capital transaction resulting from an extinguishment between related entities. Specifically, the ~~Company’s~~members ~~financial~~of ~~statements~~our management ~~for~~team with the ~~year~~requisite ~~ended~~level ~~April~~of 30accounting knowledge, ~~2015~~experience and training commensurate with our financial reporting requirements did not ~~conduct~~analyze ~~an audit~~certain ofaccounting issues at the ~~Company’s~~level ~~financial~~of ~~statements~~detail ~~for~~required to ensure the ~~year~~proper ~~ended~~application ~~April~~of ~~30,~~GAAP in ~~2017~~certain circumstances.

~~Liggett~~The Company’s ~~audit~~ ~~report~~management onand ~~the~~Board have ~~consolidated~~discussed ~~financial statements of~~ the ~~Company~~matters ~~for~~disclosed ~~the~~herein ~~fiscal~~with ~~year~~Liggett ~~ended~~and ~~April~~Webb, 30P.A., ~~2016~~the ~~did~~Company’s ~~not~~former ~~contain any~~independent ~~adverse~~registered ~~opinion~~public accounting orfirm ~~disclaimer~~and ~~of opinion~~Moody, ~~and~~Famiglietti ~~were~~& ~~not~~Andronico, ~~qualified or modified as to uncertainty~~LLP., ~~audit scope or accounting principles other than~~ the ~~substantial doubt that the~~ Company’s ~~would~~new ~~continue~~independent asregistered apublic ~~going~~accounting ~~concern~~firm.

The Company provided Liggett with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Liggett furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Liggett’s letter, dated June 22, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K.2

~~On June 21, 2017, the Board engaged Moody, Famiglietti & Andronico, LLP (“MFA”) as the Company’s new independent registered public accounting firm.~~SIGNATURES

~~During the~~Pursuant ~~fiscal~~to ~~years ended April 30, 2016 and 2017 and in~~ the ~~subsequent~~requirements ~~interim~~of ~~period, neither~~ the ~~Company nor anyone acting on~~Securities ~~its~~Exchange ~~behalf~~Act ~~consulted MFA regarding either (i) the application~~ of ~~accounting principles to a specified transaction~~1934, ~~either completed or proposed; or~~ the ~~type~~Registrant ofhas ~~audit~~duly ~~opinion~~caused ~~that~~this ~~might~~Report beon ~~rendered~~Form ~~with~~8-K ~~respect~~ to ~~the~~be ~~consolidated~~signed ~~financial~~on ~~statements~~its ofbehalf ~~the Company, and neither a written report nor oral advice was provided to the Company~~ by ~~MFA that MFA concluded was an important factor considered by~~ the ~~Company~~undersigned ~~in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter~~hereunto ~~that~~duly was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)authorized.

Item 9.01 Financial Statements and Exhibits.

	HUNTWICKE CAPITAL GROUP INC.

Date: September 11, 2017	By:	/s/ Brian Woodland
		Brian Woodland President

~~(d) Exhibits~~3

Exhibit Number		Description
16.1		Letter from Liggett dated June 22, 2017.

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.

	HUNTWICKE CAPITAL GROUP INC.
Dated: June 23, 2017	By:	/s/ Brian Woodland
		Name: Brian Woodland
		Title: President

Filing Compare · Huntwicke Capital Group Inc.