UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 1328, 2021

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XT ENERGY GROUP, INC.

(Exact name of registrant as specified in its charter)

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Nevada	0-54520	98-0632932
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

No. 1, Fuqiao Village, Hengguoqiao Town, Xianning, Hubei, P.R. China 437012

(Address of Principal Executive Office) (Zip Code)

929-228-9298

(Registrant’s telephone number, including area code)

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

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

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))

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 45.0102 ~~Changes~~DEPARTURES inOF ~~Registrant’s~~DIRECTORS ~~Certifying~~OR ~~Accountant.~~CERTAIN OFFICERS; ELECTION OF DIRECTORS

On July 1328, 2021, ~~Friedman~~at ~~LLP~~a ~~resigned~~meeting ~~from~~of ~~its~~the Registrant's Board of Directors, Mr. Denghua Zhou and Mr. Jian Zhou each submitted his resignation from his position as a member of the ~~principal~~Board ~~independent~~of ~~accountant~~Directors. ~~for~~Upon XTreceipt of ~~Energy~~the ~~Group~~aforesaid resignations, ~~Inc~~the Board of Directors elected Mr. Thomas Quon and Mr. Paul Chen to fill the vacancies.

~~The audit report of Friedman LLP on XT Energy Group, Inc~~Mr.’s ~~financial~~Thomas ~~statements~~Quon ~~for~~is the ~~years~~Registrant's ~~ended~~Chief ~~July~~Executive ~~31,~~Officer. ~~2019 and 2018 did not contain an adverse opinion or disclaimer of opinion~~Information orregarding ~~qualification~~Mr. ~~Friedman~~Quon ~~LLP~~is ~~did~~available ~~not,~~in ~~during~~ the ~~applicable~~Current ~~periods,~~Report ~~advise~~on XTForm ~~Energy~~8-K ~~Group,~~filed ~~Inc.~~on ofJuly ~~any~~9, of2021. ~~the~~Information ~~enumerated~~regarding ~~items~~Mr. ~~described in~~Chen ~~Item 304(a)(1)(iv) of Regulation S-K~~follows.

~~During~~Paul ~~the~~Chen. ~~two~~Mr. ~~most~~Chen ~~recent~~has ~~fiscal~~been ~~years~~appointed ~~and~~to the ~~period to July~~Board ~~13,~~so ~~2021,~~that ~~there~~he ~~was~~may nocontribute ~~disagreement~~the ~~between~~understanding XTof ~~Energy~~business ~~Group,~~management ~~Inc.~~that ~~and~~he ~~Friedman~~has ~~LLP~~gained onduring ~~any~~the ~~matter~~past of35 ~~accounting~~years. ~~principles~~From or1986 ~~practices, financial~~to ~~statement disclosure~~1989, orMr. Chen ~~auditing~~founded ~~scope~~the orStone ~~procedure~~Garage, ~~which~~an ~~disagreement,~~auto ifrepair ~~not~~shop. ~~resolved~~In ~~to its satisfaction~~addition, ~~would~~since ~~have~~1989 ~~caused Friedman~~Mr. ~~LLP~~Chen tohas ~~make~~served ~~reference~~as toChairman of the ~~subject~~Board ~~matter~~ of ~~such~~Advance ~~disagreement~~Auto Tech, inan ~~connection~~auto ~~with~~repair ~~its~~shop ~~report.~~in ~~During~~New ~~the~~York, ~~same~~Mr. ~~period,~~Chen ~~there was~~graduated nofrom ~~“reportable~~the ~~event,”~~Taipei asKainan ~~described~~Institute inof ~~Item~~Business ~~304(a)(1)(v)~~and ofTechnology. ~~Regulation~~He ~~S-K~~is 67 years old.

XT Energy Group, Inc. has requested Friedman LLP to furnish a letter addressed to the Securities Exchange Commission stating whether or not Friedman LLP agrees with the statements in this 8-K. A copy of the letter is filed as an exhibit to this 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibits 16. Letter from Friedman LLP

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.

	XT Energy Group, Inc.
Date: July 19, 2021	By:	/s/ Thomas Quon
Date: August 6, 2021	By:	/s/ Thomas Quon
		Thomas Quon, Chief Executive Officer

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