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

April 18, 2017

Date of Report (Date of earliest event reported)

260-450-1982

Company’s telephone number, including area code

_______________________________________________

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Item 4.01 Changes in Company's Certifying Accountant.

On March 18, 2017, Success Holding Group International, Inc. (the "Registrant" or the 'Company") was notified by Marcum Bernstein & Pinchuk LLP (“Marcum”), that the firm resigned as the Registrant's independent registered public accounting firm. Marcum was engaged by the Company on October 15, 2015 for the Company’s fiscal year ending December 31, 2015. Marcum did not issue an audit report on the Company’s December 31, 2015 financial statements.

Since Marcum did not issue any report on the Company’s financial statements, none exist that contain an adverse opinion or disclaimer of opinion, or that were qualified or modified as to uncertainty, audit scope or accounting principles. 

During the fiscal years ended December 31, 2013 and 2014 and through March 18, 2017: (i) there have been no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement in connection with its reports for such periods and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K. 

The Company provided Marcum with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Marcum is attached hereto as Exhibit 16.1.