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) ~~December~~February 138, ~~2017~~2019

STAR WEALTH GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada

333-200675

36-4817186

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

~~R24~~903 ~~Flat~~Dannies CHse ~~5/F~~

~~Wah~~20 ~~Mow~~Luard ~~Factory Building~~Rd

~~5-7~~Wan ~~Ng Fong Street, San Po Kang~~Chai

~~Kowloon,~~ Hong Kong

(Address of Principal Executive Offices)

+852 6519 7111

(Registrant’s telephone number, including area code)

TERAFOX CORP.

(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 (see General Instruction A.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 54.0301 ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant's ~~Year.~~Certifying Accountant

~~Item~~On ~~5.07~~February ~~Submission~~8, of2019 ~~Matters~~Michael toGillespie a& ~~Vote~~Associates, LLP (“Former Auditor”) resigned as the independent registered accountant of ~~Security~~Star ~~Holders~~Wealth Group Inc. (the “Company”). On that same date, the Company engaged Jorgensen & Co. (“Jorgensen”) as its independent registered public accountant which was approved by the Company’s Board of Directors.

~~Item~~Pursuant ~~8.01.~~to ~~Other~~applicable ~~Matters.~~rules, the Company makes the following additional disclosures:

On(a) ~~December~~the ~~13,~~Former ~~2017,~~Auditor’ ~~the~~reports ~~Company~~on ~~amended~~the ~~its~~consolidated ~~Articles~~financial statements of ~~Incorporation~~the ~~with~~Company as at and for the ~~Nevada~~fiscal ~~Secretary~~years ended September 30, 2018 and 2017 (i) did not contain any adverse opinion or disclaimer of ~~State~~opinion and were not qualified or modified as to uncertainty, ~~effect~~audit ~~the~~scope ~~name~~or ~~change~~accounting ofprinciples, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to ~~Star~~continue ~~Wealth~~as ~~Group~~a ~~Inc.~~going concern and (ii) did not contain any “~~Corporate~~reportable ~~Action~~events” as defined in Item 304(a).(1)(v) Onof ~~October~~Regulation 9S-K, ~~2017,~~except ~~our~~that ~~majority~~as ~~stockholder,~~set ~~holding~~forth ~~85.30%~~in its Form 10-K for each of ~~our~~fiscal ~~outstanding~~years ~~voting~~ended ~~securities~~September 30, ~~executed~~2018 ~~written~~and ~~consent~~2017, ~~approving~~ the ~~Corporate~~Company ~~Action~~identified material weaknesses in its internal control over financial reporting. InFormer ~~addition,~~Auditor did not issue any reports on the consolidated financial statements of the Company’s ~~new~~during ~~CUSIP~~the ~~number~~period ~~with~~from ~~respect~~January to14, ~~the~~2019 ~~Corporate~~through ~~Action~~date isof ~~85521K~~dismissal ~~106~~(February 8, 2019).

In(b) ~~connection~~During the fiscal years ended September 30, 2018 and 2017 and through October 9, 2018, there were no disagreements with the ~~Corporate~~Former ~~Action,~~Auditor on ~~December~~any 26matter of accounting principles or practices, ~~2017~~financial statement disclosure, ~~the~~or ~~Company~~auditing ~~received~~scope ~~approval~~or ~~from~~procedure, which if not resolved to the ~~Financial~~Former ~~Industry~~Auditor’s ~~Regulatory~~satisfaction ~~Authority~~would ~~(“FINRA”)~~have ~~for~~caused ~~its~~it ~~name~~to ~~change~~make asreference ~~stated~~thereto ~~above~~in ~~and~~connection ~~voluntary~~with ~~trading~~the ~~symbol~~Former ~~request~~Auditor’s ~~from~~reports ~~“TRFX”~~on tothe ~~“SWGI~~financial statements for such years.” ~~The~~During ~~name~~the ~~change~~fiscal years ended September 30, 2018 and ~~symbol~~2017 ~~change~~and ~~will~~through beFebruary ~~reported~~8, by2018, ~~FINRA~~there onwere orno ~~about~~events ~~December~~of ~~28,~~the ~~2017.~~type described in Item 304(a)(1)(v) of Regulation S-K.

A(c) ~~copy~~During ofthe fiscal years ended September 30, 2018 and 2017 and through October 5, 2018, the ~~Certificate~~Company ofdid ~~Amendment~~not ~~filed~~consult with Jorgensen with respect to any matter whatsoever including without limitation with respect to any of (i) the ~~Nevada~~application ~~Secretary~~of accounting principles to a specified transaction, either completed or proposed; (ii) the type of ~~State~~audit opinion that might be rendered on ~~December~~the ~~13,~~Company's ~~2017~~financial isstatements; ~~attached~~or ~~hereto~~(iii) any matter that was either the subject of a disagreement (as ~~Exhibit~~defined in Item 304(3a)(i1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

On February 12, 2018, the Company provided Former Auditor with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of the letter from the Former Auditor dated February 12, 2019 is attached hereto as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

~~(d)~~Exhibit ~~Exhibits~~16.1 - Letter from Michael Gillespie & Associates, LLP dated February 12, 2019.

Exhibit

Description

3.1(a) Certificate of Amendment filed with the Nevada Secretary of State on December 13, 2017.

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.

~~TERAFOX~~STAR ~~CORP~~WEALTH GROUP INC.

(Registrant)

/s/ Bum Chul Kim

Bum Chul Kim

Chief Executive Officer

Date: ~~December~~February 2813, ~~2017~~2019

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