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) May 2928, 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
3160 Camino del Rio South, Suite 310, San Diego, CA		92108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (~~612~~760) ~~767~~579-~~5037~~1088

~~Not~~2801 ~~Applicable~~S. Wayzata Boulevard, Suite 100, Minneapolis, MN 55405

(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))

~~ITEM~~Section ~~4.01~~2 ~~CHANGES~~- INFinancial ~~REGISTRANT'S CERTIFYING ACCOUNTANT.~~Information

OnItem ~~May 15, 2013, WHY USA Financial Group, Inc~~2.01 ~~(the~~Completion “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~~Acquisition ~~LLP~~or asDisposition ~~the Company’s independent registered public accounting firm was approved by the Board~~ of ~~Directors of the Company on May 29, 2013~~Assets.

As previously ~~disclosed~~reported on ~~Form~~March ~~8-K/A~~30, ~~filed~~2012, ~~July~~WHITE 23RUSSIAN, ~~2012~~LLC, ona ~~July~~Nevada 10limited liability company (“WR”), ~~2012~~WHY USA FINANCIAL GROUP, INC., a Nevada corporation (the “~~Engagement Date~~Company”), and the ~~Company~~sellers ~~engaged~~listed ~~Sherb~~on asthe ~~its~~Seller ~~independent~~Signature ~~registered~~Page ~~public~~attached ~~accounting~~hereto ~~firm~~(each ~~for~~a “Seller” and collectively, the ~~Company’s~~“Sellers”) ~~years~~entered ~~ended~~into ~~December~~a ~~31,~~STOCK ~~2009,~~PURCHASE ~~2010,~~AND MANAGEMENT AGREEMENT (the “Agreement”) by and ~~2011~~among all parties. ~~The~~As ~~engagement~~part of ~~Sherb~~the asAgreement WR actively managed the investment of $200,000.00 of the Company’s ~~independent~~funds ~~registered~~through ~~public~~the ~~accounting~~purchase ~~firm~~and ~~was~~rehabilitation ~~approved~~of byresidential properties. The Company conducted two financial transactions with WR as manager of its investment(s) on behalf of the ~~Audit~~Company ~~Committee~~and its shareholders. The second transaction completed and funded with the share of profits sent to the Company’s ~~Board~~bank ofaccount ~~Directors.~~on May 28, 2013.

~~Although~~Set ~~the~~forth ~~completion~~below ofis ~~the audits and reports for the years ended December 31, 2009, 2010 and 2011 has not occurred as of the date of this 8-K, Sherb had completed~~ a ~~substantial~~summary ~~percentage~~ of the ~~attestation~~two ~~work required. The principal accountant’s reports of Sherb on the~~ financial statements of the Company for the years then ended would have contained an explanatory paragraph disclosing the uncertainty regarding 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.transactions:

~~Although~~The noCompany ~~principal~~through ~~accountant’s~~WR ~~report~~purchased ~~has~~and ~~been~~financed ~~issued~~two byresidential ~~Sherb~~properties ~~during~~in the ~~years~~San ~~ended~~Diego ~~December~~county ~~31,~~region. ~~2011,~~The ~~2010~~two ~~and~~properties ~~2009~~were ~~and~~purchased ~~through~~in ~~the~~conjunction ~~date~~with ofWR ~~this~~in ~~8-K,~~June ~~there~~and ~~were~~April no2012, ~~disagreements~~respectively. ~~with~~The ~~Sherb~~properties onwere ~~any~~sold ~~matter~~during ofMay ~~accounting~~and ~~principles~~February ~~or practices~~2013, ~~financial~~for ~~statement disclosure~~$340,000 orand ~~auditing scope or procedure~~$310,000, ~~which~~respectively. ifBoth ~~not~~properties ~~resolved~~were torefinanced ~~Sherb’s~~by ~~satisfaction~~a ~~would~~local ~~have~~lender ~~caused~~which itprovided tofinancial ~~make~~leverage ~~reference thereto in connection with its reports~~ on the ~~financial~~subsequent ~~statements~~purchase ~~for~~and ~~such~~rehabilitation ~~years~~costs. ~~During~~Debt ~~the~~and ~~three~~debt ~~years~~service ~~ended~~cost ~~December~~incurred 31was $100,000 ~~2011~~ and ~~through~~$154,000, ~~the~~respectively. ~~date~~As part of ~~this~~its ~~8-K,~~management ~~there~~service ~~were~~provided, noWR ~~reportable~~received ~~events~~a offee ~~the~~equal ~~type~~to ~~described~~50% inof ~~Item~~the ~~304(a)(1)(v)~~net ofprofit ~~Regulation~~on ~~S-K~~sales.

~~During~~The ~~the~~Company ~~years~~realized ~~ended~~a ~~December~~profit 31of $42,000 ~~2011~~ and ~~through the date of this 8-K~~$15,000, ~~the~~respectively. ~~Company~~Annual ~~did~~rate ~~not consult with RBSM LLP with respect to any~~ of ~~(i)~~return ~~the~~on ~~application~~investment ofwas ~~accounting~~38% ~~principles~~and to25%, arespectively. ~~specified~~The ~~transaction,~~Company ~~either~~may ~~completed~~upon ormanagement ~~proposed;~~review ~~(ii)~~reinvest the ~~type~~funds ofwith ~~audit~~WR ~~opinion~~upon ~~that~~completion ~~might~~of beits ~~rendered~~audit onand ~~the Company’s~~ financial ~~statements;~~reporting orobjectives. ~~(iii)~~WR ~~any~~and ~~matter that was either~~ the ~~subject~~Company ofcontinue ato ~~disagreement~~seek ~~(as~~additional ~~defined~~investment inpursuant ~~Item~~to ~~304(a)(1)(iv) of Regulation S-K) or an event of~~ the ~~type~~Agreement ~~described~~and inits ~~Item 304(a)(1)(v) of Regulation S-K~~terms.

~~The~~WR ~~Company~~was ~~provided~~to ~~Sherb~~provide ~~with~~the afollowing ~~copy~~services ofto the ~~foregoing~~Company ~~disclosure~~resulting ~~and~~in ~~requested~~three ~~Sherb~~(3) torounds ~~furnish~~of ~~the~~equity ~~Company~~financing, with approximate terms as follows: a ~~letter~~1st ~~addressed~~round toof ~~the~~financing ~~Securities~~of ~~and~~$250,000 ~~Exchange~~(completed), ~~Commission~~a ~~stating~~2nd ~~whether~~round itof ~~agrees~~financing ~~with~~of ~~the~~$500,000 ~~statements~~(not ~~made~~completed ~~therein.~~as Aof ~~copy~~the date of ~~such~~this ~~letter~~report), ~~dated~~and ~~May~~a ~~29,~~3rd ~~2013,~~round ~~furnished~~of byfinancing ~~Sherb~~of $2,000,000 is(not ~~filed~~completed as ~~Exhibit~~of 16the date of this report).1 The Agreement permits WR to ~~this~~appoint ~~Current~~certain ~~Report~~individuals onto ~~Form~~manage ~~8-K~~the affairs and operations of the Company, consisting of both management and members of the board of directors.

~~ITEM~~The 9Company will use the third round of equity financing to capitalize upon perceived market inefficiencies that currently exist in the Southern California residential foreclosure market.01 ~~FINANCIAL~~The ~~STATEMENTS~~Company ~~AND~~intends ~~EXHIBITS~~to develop through WR a unique, proprietary acquisition and disposition process that minimizes investor risk while providing enhanced investor profit. The Company temporarily allocated $200,000 of the 1st round of financing discussed above for the residential acquisition and disposition as discussed.

~~(d)~~The ~~Exhibits~~Company believes that it has complied with the appropriate disclosure controls and procedures under Exchange Act Rules 13a-14 and 15d-14 in order to determine when a notice of resignation, retirement or refusal has been communicated to the Company and that all information necessary has been disclosed to the public.

~~Exhibit~~SIGNATURE ~~No.~~

~~Description~~Pursuant to the requirements of ~~Exhibit~~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.

16WHY USA Financial Group, Inc.1

~~Letter~~Date: ~~dated~~ May 2931, 2013 ~~from Sherb & Co., LLP to the Securities and Exchange Commission.~~

~~SIGNATURE~~By: /s/ Kenneth J. Yonika

~~Pursuant~~Kenneth toJ. ~~the requirements of the Securities Exchange Act of 1934~~Yonika, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ CPA

~~WHY~~Chief ~~USA~~ Financial ~~Group, Inc.~~ Officer

Date: May 30, 2013

By: /s/Kenneth J. Yonika

Kenneth J. Yonika, CPA

Chief Financial Officer

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