UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~March 2014

Commission File Number: 001-35105

PRIME ACQUISITION CORP.

(Translation of registrant’s name into English)

6369 Mill Street
Rhinebeck, New York 12572
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [_]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [_]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [_] No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

~~Material~~Changes ~~Modification~~in toRegistrant's ~~Rights~~Certifying ~~of Security Holders.~~Accountant

~~Notwithstanding~~On ~~repeated~~March ~~assurances~~14, ~~from~~2014, ~~Radiomarelli~~Prime SAAcquisition ~~and~~Corp. ~~Futurum Energy SA~~ (~~together~~ the "~~Sellers”~~Company") towas ~~the~~notified ~~Prime~~that ~~Acquisition~~Marcum ~~Corp.~~Bernstein ~~(the~~& Pinchuk LLP (“~~Company~~MarcumBP”) ~~that~~ ~~the~~elected ~~Sellers~~not to ~~would~~stand ~~promptly~~for ~~complete~~re-appointment ~~the~~as ~~terms~~its ofindependent ~~the~~registered ~~previously~~public ~~announced~~accounting firm ~~Securities Purchase Agreement~~ and ~~Green~~engaged ~~Certificates Purchase~~Weiser ~~Agreement,~~MazarS ~~the~~LLP ~~Sellers~~(“WM”) ~~have~~as ~~still~~its ~~not~~new ~~provided~~independent ~~the~~registered ~~Company~~public ~~with~~accounting afirm. ~~closing~~The ~~date~~ decision to ~~the~~retain ~~previously~~WM ~~disclosed~~was ~~transactions. Consequently,~~approved by the Company's isAudit ~~exploring~~Committee ~~the~~and ~~possibility~~Board of ~~bringing appropriate legal action~~Directors.

~~Separately,~~MarcumBP’s reports on the Company ~~approved~~'s afinancial 24statements ~~month~~for ~~extension~~the offiscal ~~the~~years ~~maturity~~ended ~~date~~December 31, 2012 and 2011 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's ~~outstanding~~fiscal ~~warrants~~years ended December 31, 2013, 2012 and ~~the~~2011 ~~reduction~~and ofthrough ~~the~~March ~~exercise~~14, ~~price~~2014, ~~from~~there ~~$7.50~~were no disagreements with MarcumBP ~~per~~on ~~share~~any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to $5MarcumBP’s ~~per~~satisfaction, ~~share.~~would Ahave ~~copy~~caused ofthem ~~the~~to ~~Amendment~~make reference to the ~~Warrant~~subject ~~Agreement~~matter ~~governing~~in connection with their report on the Company’'s ~~warrants~~consolidated isfinancial ~~attached hereto~~statements asfor ~~Exhibit~~such 2period.1

~~Other~~During ~~Events~~the Company’s years ended December 31, 2013, 2012 and 2011 and through March 14, 2014, there were no “reportable events” (defined below) requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K. As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.

The Company ishas ~~currently~~provided ~~actively~~MarcumBP ~~engaged~~with ina ~~negotiations~~copy ~~with~~of ~~several~~the ~~third~~foregoing ~~parties~~disclosures inand ~~order~~has requested that MarcumBP review such disclosures and provide a letter addressed to ~~acquire~~the ~~additional~~Securities ~~assets~~and Exchange Commission (“SEC”) as specified by Item 304(a)(3) of Regulation S-K. Attached as Exhibit 16.1 is a copy of MarcumBP’s letter addressed to the SEC relating to the statements made by the Company in this Report on Form 6-K.

~~The~~During the Company’s years ~~intends~~ended December 31, 2013, 2012 and 2011 and through March 14, 2014, neither the Company nor anyone on its behalf consulted WM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~use~~type of audit opinion that might be rendered on the ~~attached~~Company’s ~~presentation~~consolidated financial statements, and neither a written report nor oral advice was provided to the Company that WM concluded was an important factor considered by the Company in ~~meetings~~reaching ~~with~~a ~~investors~~decision as ~~commencing~~to ~~January~~any 10accounting, ~~2014.~~auditing ~~The~~or ~~materials~~financial ~~attached~~reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined ~~Exhibit~~in ~~99.~~Item 304(a)(1)(iv) ~~are incorporated~~of byRegulation ~~reference~~S-K ~~herein~~and the related instructions to Item 304 of Regulation S-K) or a reportable event.

Financial Statements and Exhibits.

Exhibit Number	Exhibit Name
2.1	Amendment No. 1, dated January 10, 2014, to the Warrant Agreement
16.1	Letter from Marcum Bernstein & Pinchuk LLP, dated March 20, 2014
99.1	Presentation dated January 2014

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.

Dated: January 9, 2014	PRIME ACQUISITION CORP.
Dated: March 20, 2014	PRIME ACQUISITION CORP.
	By: /s/ Marco Prete
	By:	/s/ Marco Prete
	Name: Marco Prete
		Name: Marco PreteTitle: Chief Executive Officer
	Title: Chief Executive Officer

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