8-K

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): November 9, 2010

Commission File No. 333-153294

SMART KIDS GROUP, INC.

 (Exact name of small business issuer as specified in its charter)

Florida (State or other Jurisdiction of Incorporation or Organization)	05-0554762 (I.R.S. Employer  Identification No.)
2005 Tree Fork Lane, Suite 109 Longwood, FL	32750
(Address of Principal Executive Offices)	(Zip Code)

Issuer’s Telephone Number: (780) 222-6257

Not Applicable

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

With Copies to:

Virginia K Sourlis, Esq.

The Sourlis Law Firm

214 Broad Street

Red Bank, New Jersey 07701

Telephone: (732) 530-9007

www.sourlislaw.com

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant.

On November 9, 2010, Smart Kids Group, Inc., a Florida corporation (the“Company”), received a notice from its independent registered public accounting firm, Conner & Associates, PC (“Conner”), that it was resigning, effective as of that date.

a) Resignation of Current Independent Registered Public Accounting Firm.

i. On November 9, 2010, Conner resigned as the Company’s current independent registered public accounting firm.

ii. The Company’s Board of Directors accepted such resignation on November 9, 2010.

iii. Conner’s audit reports on the financial statements of the Company for the years ended June 30, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.

iv. Since January 21, 2008, the date the Company engaged Conner as the Company’s independent registered public accounting firm in connection with Conner’s audits of the Company’s annual financial statements as of and for the years ended June 30, 2010, 2009, 2008, 2007 and 2006, respectively, and Conner’s reviews of the Company’s quarterly interim unaudited financial information from September 30, 2009 (first quarterly period after the effectiveness date of August 14, 2009 for the Company’s initial S-1 filing) through September 30, 2010 (last quarterly period under review by Conner on Form 10-Q filed by the Company on November 9, 2010 prior to Conner’s resignation) through the date of resignation on November 9, 2010,  there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused Conner to make reference in connection with Conner’s opinion to the subject matter of the disagreement.

v. In connection with the audited financial statements of the Company for the years ended June 30, 2010 and 2009 and quarterly interim unaudited financial information from September 30, 2009 through September 30, 2010 and through the date of Conner’s resignation on November 09, 2010, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

vi. The Company provided Conner with a copy of this Current Report on Form 8-K and requested that Conner furnished it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from Conner, and a copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K

(b) Engagement of New Independent Registered Public Accounting Firm.

As of the date of this Report, the Company’s Board of Directors have not retained an independent registered public accounting firm for the Company’s financial statements going forward. The Company is currently in the process of making a selection of its new independent registered public accounting firm, and will notify its shareholders by way of a subsequent Current Report on Form 8-K at the time when the selection is made.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
16.1	Letter from Conner & Associates, PC, dated  November 10, 2010

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized. 

	SMART KIDS GROUP, INC.
Date: November  10, 2010	By:	/s/ JOSEPH DIFRANCESCO
	Name:	Joseph DiFrancesco
	Title:	Chief Executive Officer and Co-Chairman (Principal Executive Officer)
	By:	/s/ RICHARD SHERGOLD
	Name:	Richard Shergold
	Title:	President, Chief Development Officer and Co-Chairman (Principal Financial and Principal Accounting Officer)

EX-16.1

Exhibit 16.1

10 November 2010

U.S. Securities and Exchange Commission

100 F Street NE

Washington D.C. 20549

Re: Smart Kids Group, Inc.

Commission File No. 333-153294

Dear Sir/Madam:

We have read the statements set forth by Smart Kids Group, Inc. (“the “Company”) in Item 4.01(a) regarding the resignation of Conner & Associates, PC effective on 09 November 2010, as the Company’s independent registered public accounting firm. These statements are being filed with the U.S. Securities and Exchange Commission in the Company’s current report on Form 8-K, and we are in agreement with the statements contained therein.

Very truly yours,

/s/ CONNER & ASSOCIATES, PC

NEWTOWN, PENNSYLVANIA

10 November 2010