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~~November 293, 2014

WORLD SURVEILLANCE GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-32509	88-0292161
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (321) 452-3545

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):

[ ] 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~~Item 54.~~07 Submission~~01 ofChanges ~~Matters~~in toRegistrant’s aCertifying ~~Vote of Security Holders~~Accountant

~~(a)~~Previous Atindependent ~~the~~registered ~~Annual~~public ~~Meeting~~accounting ~~of the holders of common stock of World Surveillance Group Inc. (the “Company”) held on July 29, 2014, the proposals listed below were submitted to a vote of the shareholders.~~firm

On October 28, 2014 (bthe “Resignation Date”), AtWorld ~~the~~Surveillance ~~Annual~~Group ~~Meeting~~Inc. (“WSGI”) was told by Rosen Seymour Shapss Martin & Company LLP (“RSSM”), ~~each~~its independent certifying accountant, that as a result of the ~~proposals~~departure ~~was~~of ~~approved~~the bylead audit partner on the ~~shareholders~~WSGI ~~pursuant~~account and the concurring partner from RSSM and concerns over their independence, RSSM would no longer be able to continue as WSGI’s independent certifying accountant. There were no disputes or disagreements between RSSM and WSGI during the ~~voting~~previous ~~results~~two ~~set~~fiscal ~~forth~~years. Except ~~below~~for the provision of a “Going Concern” opinion, the reports of RSSM on the Company’s financial statements for the years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

~~Proposal~~During 1the –fiscal ~~Election~~years ended December 31, 2013 and 2012, and through the Resignation Date, the Company has not had any disagreements with RSSM on any matter of ~~Directors~~accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RSSM’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

Nominees		Votes For		Votes Withheld		Broker Non-Votes
Wayne P. Jackson		195,735,112		55,456,718		263,601,586

During the fiscal years ended December 2013 and 2012, and through the Resignation Date, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

~~Proposal~~The 2Company –provided ~~Nonbinding~~RSSM ~~Advisory~~with ~~Resolution~~a ~~Approving~~copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that RSSM furnish the Company’s ~~Executive~~with ~~Compensation~~a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree, a copy of which is filed as Exhibit 16.1 herewith.

~~The~~New ~~shareholders~~independent ~~approved~~registered apublic ~~nonbinding~~accounting ~~advisory resolution approving the Company’s executive compensation, as set forth below:~~firm

Votes For		Votes Against		Abstain		Broker Non-Votes
177,957,316		69,362,385		3,872,129		263,601,586

On November 3, 2014, the Company engaged MaloneBailey LLP (“Malone”) as its independent registered public accounting firm to audit the Company’s financial statements. The decision to engage Malone was approved by the Company’s Audit Committee.

~~Proposal~~During 3the –Company’s ~~Ratification~~two most recent fiscal years and through the date of ~~Appointment~~engagement of Malone, the Company’s ~~Independent~~did ~~Registered~~not ~~Public~~consult ~~Accounting~~with ~~Firm~~Malone regarding either (1) the application of accounting principles to a specified transaction, ~~Rosen~~either ~~Seymour~~completed ~~Shapss~~or ~~Martin~~proposed, &or the type of audit opinion that might be rendered on the Company’s ~~LLP~~financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~The~~Prior ~~shareholders~~to ~~ratified~~ the ~~appointment~~engagement of ~~Rosen~~Malone, ~~Seymour~~Malone ~~Shapss~~did ~~Martin~~not &provide the Company ~~LLP,~~with asany written or oral advice that Malone concluded was an important factor considered by the Company’s ~~independent~~in ~~registered~~reaching ~~public~~any ~~accounting~~decision ~~firm~~as to any accounting, asauditing ~~set~~or ~~forth~~financial ~~below:~~reporting issue.

Votes For		Votes Withheld		Abstain
493,698,895		18,739,004		2,355,517

Item 9.01 Financial Statements and Exhibits

There were no broker non-votes.

Exhibit Number	Description

16.1	Letter from Rosen Seymour Shapss Martin & Company

ITEM 7.01 Regulation FD

The Company held its Annual Meeting of Stockholders on Tuesday, July 29, 2014. Following the formal business of the 2014 Annual Meeting, Drew West, the Company’s Chairman of the Board, provided certain management discussion points regarding the Company, a copy of which are attached hereto as Exhibit 99.1.

The information contained in this Report on Form 8-K, including the exhibit hereto, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as expressly stated in such filing.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	World Surveillance Group Inc. 2014 Annual Shareholders Meeting – July 29, 2014 Management Discussion Points

SIGNATURES

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.

	World Surveillance Group Inc.
	(Registrant)
Date: July 30, 2014	/s/ Glenn D. Estrella
Date: November 7, 2014	/s/ Glenn D. Estrella
	By: Glenn D. Estrella
	Title: President and Chief Executive Officer

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