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) ~~July~~May 1029, ~~2012~~ 2013

WHY USA FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-30601

87-0390603

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2801 S. Wayzata Boulevard, Suite 100,

Minneapolis, MN

55405

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (612) 767-5037

Not Applicable

(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:

. 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))

. 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

~~Previous~~On May 15, 2013, WHY USA Financial Group, Inc. (the “Company”) was informed by its independent registered public accounting firm, Sherb & Co., LLP, (“Sherb”), that Sherb has combined its practice with RBSM LLP (the “Merger”) effective January 1, 2013. As a result, Sherb effectively resigned as the Company’s independent registered public accounting firm and RBSM LLP became the Company's independent registered public accounting firm. The engagement of RBSM LLP as the Company’s independent registered public accounting firm was approved by the Board of Directors of the Company on May 29, 2013.

OnAs previously disclosed on Form 8-K/A filed July 1023, 2012, ~~WHY~~on ~~USA~~July ~~Financial Group~~10, ~~Inc.~~2012 (the “~~Company~~Engagement Date”) ~~advised PKF~~, ~~Certified~~the ~~Public~~Company ~~Accountants,~~engaged ~~APC~~Sherb ~~(PKF)~~ as ~~the~~its ~~Company’s~~ independent registered public accounting firm. ~~PKF~~for ~~was initially engaged by~~ the Company’s onyears ~~March 19, 2004, for the year~~ ended December 31, ~~2004.~~2009, ~~PKF~~2010, ~~continued~~and in2011. ~~its~~The ~~capacity~~engagement of Sherb as the Company’s independent registered public accounting firm ~~through~~was ~~the~~approved ~~year~~by ~~ended~~the ~~December~~Audit ~~31,~~Committee ~~2008~~of ~~and for~~ the ~~interim~~Company’s ~~period~~Board ~~ended~~of ~~June 30, 2009~~Directors.

~~PKF’s~~Although ~~report~~the oncompletion of the ~~Company’s~~audits ~~consolidated~~and ~~financial~~reports ~~statements~~ for the ~~fiscal~~ years ended December 31, ~~2008~~2009, 2010 and ~~2007~~2011 ~~did~~has not ~~contain~~occurred anas ~~adverse~~of ~~opinion~~the ordate ~~disclaimer~~ of ~~opinion~~this 8-K, ~~nor~~Sherb ~~were~~had ~~they~~completed ~~qualified~~a orsubstantial ~~modified~~percentage asof tothe ~~uncertainty,~~attestation ~~audit~~work ~~scope,~~required. orThe ~~accounting~~principal ~~principle,~~accountant’s ~~except~~reports ~~that the report~~ of ~~PKF~~Sherb on the ~~Company’s~~ financial statements of the Company for ~~fiscal~~the ~~year~~years ~~2008~~then ended would have contained an explanatory paragraph, ~~which~~disclosing ~~noted~~the ~~that~~uncertainty ~~there~~regarding ~~was substantial doubt about~~ the Company’s ability to continue as a going concern. It is anticipated that the Company’s reports will contain an explanatory paragraph if issued by the successor independent registered public accounting firm, RBSM LLP.

~~During~~Although ~~the~~no ~~fiscal~~principal accountant’s report has been issued by Sherb during the years ended December 31, ~~2008~~2011, 2010 and ~~2007,~~2009 and through the ~~subsequent~~date ~~interim~~of ~~period~~this ~~through August 14~~8-K, ~~2009,~~ there were no disagreements ~~between~~with ~~the~~Sherb ~~Company and PKF~~ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which ~~disagreements,~~ if not resolved to ~~PKF~~Sherb’s satisfaction, would have caused ~~them~~it to make reference tothereto in connection with its reports on the ~~subject~~financial ~~matter~~statements offor such years. During the ~~disagreement~~three inyears ~~connection~~ended ~~with~~December ~~their~~31, ~~report~~2011 onand through the ~~financial~~date ~~statements~~of this 8-K, there were no reportable events of the ~~Company~~type ~~for~~described ~~such~~in ~~year~~Item 304(a)(1)(v) of Regulation S-K.

During the ~~fiscal~~years ~~year~~ ended December 31, ~~2008,~~2011 and ~~during~~through the ~~subsequent~~date ~~interim~~of ~~period~~this ~~through~~8-K, ~~August~~the ~~14,~~Company ~~2009,~~did ~~there~~not ~~were~~consult nowith ~~reportable~~RBSM ~~events~~LLP with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided ~~PKF~~Sherb with a copy of ~~this~~the foregoing disclosure ~~set forth under this Item 4.01~~ and requested ~~PKF~~Sherb to furnish the Company with a letter addressed to the Securities &and Exchange Commission stating whether ~~or not~~ it agrees with the ~~above~~ statements made therein. A copy of such letter, dated May 29, 2013, furnished by Sherb, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

AITEM ~~copy~~9.01 ofFINANCIAL ~~the~~STATEMENTS ~~letter~~AND ~~from PKF is attached hereto as Exhibit 16.1.~~EXHIBITS

~~New~~(d) ~~independent registered public accounting firm~~Exhibits

OnExhibit ~~July 10, 2012 (the “Engagement Date”), the Company engaged Sherb & Co~~No., LLP (“SHERB”) as its independent registered public accounting firm for the Company’s fiscal years ended December 31, 2009, 2010, and 2011. The engagement of SHERB as the Company’s independent registered public accounting firm was approved by the Audit Committee of the Company’s Board of Directors.

~~During~~Description ~~the~~of ~~two most recent fiscal years and through the Engagement Date, the Company has not consulted with SHERB regarding either:~~Exhibit

116. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that SHERB concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or1

~~2. any~~Letter ~~matter~~dated ~~that~~May ~~was~~29, ~~either~~2013 ~~the~~from ~~subject~~Sherb of& aCo., ~~disagreement~~LLP ~~(as~~to ~~defined~~the inSecurities ~~paragraph (a)(1)(iv) of Item 304 of Regulation S-K~~ and ~~the~~Exchange ~~related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K)~~Commission.

~~Item~~SIGNATURE ~~9.01 Financial Statements and Exhibits~~

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.	Description of Exhibit
16.1	Letter from PKF

WHY USA Financial Group, Inc.

~~SIGNATURE~~Date: May 30, 2013

~~Pursuant~~By: to/s/Kenneth ~~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~~J. Yonika

	WHY USA Financial Group, Inc.
Date: July 13, 2012	By:	/s/Kenneth J. Yonika
		Kenneth J. Yonika, CPA Chief Financial Officer

Kenneth J. Yonika, CPA

Chief Financial Officer

Filing Compare · WHY USA FINANCIAL GROUP INC