UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 28 March 2013

ALL GRADE MINING, INC.

(Exact of registrant as specified in its charter)

COLORADO	0000823544	*
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification №.

370 West Pleasantview Avenue Hackensack , New Jersey	07601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (201) 788-3785

(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 4.01 Matters Related to Accountants and Financial Statements; Changes in Registrant’s Certifying Accountant

On 25 February 2013, All Grade Mining, Inc. has retained Paritz & Co. as their Independent Auditor, replacing Marcum LLP (“Marcum”) who was dismissed for non-accounting financial reasons. This was endorsed by the Board of Directors.

There was no outstanding disagreement with accounting principles, or practices, and Marcum is authorized to discuss all matters with the new certifying accountant, Paritz & Co. There have been no reportable events as provided in Item 304 (a) (1) (v) of Regulation S-K up to and including the dismissal of Marcum except for the material weakness Marcum LLP advised the Company which indicated that internal controls necessary for reliable financial statements did not exist. Marcum’s audit report for the year ended December 31, 2011included an explanatory paragraph indicating that there is substantial doubt as to the Company’s ability to continue as a going concern. The Company provided Marcum with a copy of this Form 8-K, and requested that Marcum furnish a letter addressed to the Commission stating whether they agree with the disclosures contained in this 8-K.

[This amendment includes additional language required by Item 4.01 and Marcum’s letter included in Exhibit 16.1.]

Item 9.01 Financial Statements and Exhibits

Marcum’s letter included in Exhibit 16.1.

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: 20 September 2013

Hackensack, New Jersey

All Grade Mining, Inc.

/s/ Gary Kouletas

By: Gary Kouletas, CEO

ALL GRADE MINING, INC. 8-K/A