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): ~~October~~ March 43, ~~2013~~2015

GREEN BALLAST, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-54568	~~000~~45-~~54568~~1629984		~~45-1629984~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)		~~(IRS Employer Identification No.)~~
2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee			38118
(Address of Principal Executive Offices)			(Zip Code)
	(901) 260-4400
	(Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report)

2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee	38118
(Address of Principal Executive Offices)	(Zip Code)

(901) 260-4400

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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 14.01 ~~Entry~~ Change ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~The~~(a) ~~information~~Dismissal ~~set forth below under Item 2.03~~ of ~~this~~Independent ~~Form~~Registered ~~8-K~~Public isAccounting ~~incorporated herein by reference.~~Firm

~~Item~~On 2March 3, 2015, Green Ballast, Inc.~~03 Creation~~ of(the a“Company”) ~~Direct~~informed ~~Financial~~KPMG ~~Obligation~~LLP or(“KPMG”) anthat ~~Obligation~~KPMG ~~under~~will anbe ~~Off-Balance~~dismissed ~~Sheet~~as ~~Arrangement~~the Company’s independent registered public accounting firm effective as of aMarch ~~Registrant~~3, 2015. The decision to change the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

OnThe ~~October~~Company 4,has ~~2013,~~not ~~Green~~prepared ~~Ballast,~~financial ~~Inc.~~statements ~~(the~~as ~~“Company”)~~of ~~issued~~and afor ~~secured~~the ~~promissory~~years ~~note~~ended toDecember ~~JDK~~31, ~~Remainder~~2014 ~~Trust~~and ~~(the~~2013. The ~~“Holder”)~~audit ~~for~~reports of KPMG on the ~~principal~~financial ~~amount~~statements of ~~$208,725 (~~the ~~“Note”),~~Company ~~which~~as ~~includes~~of anDecember ~~original~~31, ~~issue~~2012 ~~discount~~and of2011 ~~$27,225. The~~did ~~principal~~not ~~amount~~contain ~~due~~any ~~under~~adverse ~~the~~opinion ~~Note~~or isdisclaimer ~~due~~of onopinion, ~~March~~nor 1,were ~~2014~~they qualified or ~~such~~modified ~~later~~as ~~date~~to asuncertainty, ~~may~~audit bescope, ~~agreed~~or ~~upon~~accounting byprinciples, ~~the~~except ~~Company~~that ~~and~~audit ~~the~~report ~~Holder~~on (the ~~“Maturity~~2012 ~~Date”). No~~financial ~~interest~~statements ~~payments~~contained ~~are~~an ~~required~~explanatory toparagraph bethat ~~made~~noted ~~prior~~that tothere ~~the~~was ~~Maturity~~substantial ~~Date,~~doubt ~~and~~about the ~~Note~~Company’s ~~may~~ability ~~not~~to becontinue ~~prepaid~~as ~~without~~a ~~the~~going ~~Holder’s consent~~concern.

~~The~~During ~~Note~~the fiscal ~~contains~~year ~~standard~~ended ~~representations~~December ~~and~~31, ~~warranties~~2012 ~~in addition to provisions relating to the default~~ and ~~acceleration of~~ the ~~Company’s~~period ~~obligations~~from ~~upon~~April ~~an event of default~~13, ~~including:~~ 2011 (iinception) ~~the failure~~ to ~~pay~~December ~~principal~~31, ~~interest~~2011 orand ~~any~~from ~~other~~January ~~amount~~1, ~~due~~2013 ~~under~~through ~~the~~March ~~Note;~~3, ~~(ii) the failure to make a required payment of $50~~2015,~~000~~ orthere ~~more~~were inno ~~respect~~disagreements ofwith ~~other~~KPMG ~~indebtedness~~on ofany ~~the~~matter ~~Company and such failure continues for 30 days; (iii) the acceleration~~ of ~~the~~accounting ~~stated~~principles ~~maturity~~or ofpractices, ~~other~~financial ~~indebtedness~~statement ~~of the Company of $50~~disclosure,~~000~~ or ~~more~~auditing inscope ~~aggregate~~or ~~principal~~procedures ~~amount~~which ~~and~~disagreements, ~~such~~if ~~acceleration is~~ not ~~cured~~resolved ~~within~~to ~~ten days of the Company~~KPMG’s ~~receipt~~satisfaction, ofwould ~~notice~~have ofcaused ~~acceleration;~~KPMG ~~(iv)~~to ~~the~~make ~~commencement~~reference ofin ~~bankruptcy~~connection orto ~~other~~their ~~insolvency~~opinion ~~proceedings~~to ~~by or against~~ the ~~Company;~~subject ~~(v)~~matter ~~the filing~~ of ~~a final, non-appealable judgment against~~ the ~~Company~~disagreement ~~for more than $50,000,~~ and ~~such~~there ~~judgment~~were isno ~~not~~“reportable ~~discharged~~events” oras ~~satisfied~~defined ~~within~~in 60Item ~~days of becoming due; and~~ 304(via)(1)(v) ~~the breach~~ of ~~any~~Regulation ~~representation or warranty made by the Company to the Holder~~S-K.

In ~~order~~accordance towith ~~secure~~Item ~~the~~304(a)(3) ~~Company’s payment~~ of ~~the~~Regulation ~~Note~~S-K, the Company ~~and~~provided ~~the~~KPMG ~~Holder~~with ~~entered~~a ~~into~~copy anof ~~agreement~~this onCurrent ~~October~~Report 4,on ~~2013~~Form ~~(the~~8-K ~~“Security~~prior ~~Agreement”), pursuant~~ to ~~which~~its ~~the~~filing ~~Company granted to the Holder a security interest and lien in inventory which is acquired~~ with the ~~proceeds~~Securities ~~of the Note~~ and ~~accounts~~Exchange ~~receivable~~Commission ~~created by~~ (the ~~sale of such inventory~~“SEC”).

The Company requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter dated March 10, 2015 is filed as Exhibit 16.1 hereto.

(b) Engagement of New Independent Registered Public Accounting Firm

Additionally, on March 3, 2015, the Company’s Board of Directors approved the selection of HORNE LLP (“HORNE”) as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2013, 2014 and 2015.

During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through March 3, 2015, neither the Company nor anyone on its behalf consulted HORNE regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that HORNE concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.

During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through March 3, 2015, neither the Company nor anyone on its behalf consulted HORNE regarding any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

16.1	Letter of KPMG LLP, dated March 10, 2015

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.

	GREEN BALLAST, INC.	~~GREEN BALLAST, INC.~~
Date: October 10, 2013		By: /s/ J. Kevin Adams
Date: March 10, 2015	By:	/s/ J. Kevin Adams
		Name: J. Kevin Adams
		Title: Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.

Description

16.1	Letter of KPMG LLP, dated March 10, 2015

Filing Compare · Green Ballast, Inc.