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): December 41, 2014 ~~(December 2, 2014)~~

Global Geophysical Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-34709 (Commission File Number)	05-0574281 (IRS Employer Identification No.)

13927 South Gessner Road Missouri City, TX (Address of principal executive offices)		77489 (Zip Code)

Registrant's telephone number, including area code: (713) 972-9200

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 74.01 ~~Regulation~~ FDChanges ~~Disclosure~~in Registrant’s Certifying Accountant.

AsUHY ~~previously~~LLP ~~reported,~~ (i“UHY”) onserved ~~March~~as ~~25,~~the ~~2014,~~independent registered public accounting firm for Global Geophysical Services, Inc. (the “Company”) ~~and~~to ~~certain~~audit ofthe ~~its~~financial ~~subsidiaries~~statements ~~(together~~and ~~with~~internal ~~the~~control ~~Company,~~over ~~the~~financial ~~“Debtors”)~~reporting ~~filed~~of ~~voluntary~~the ~~petitions~~Company for ~~reorganization under Chapter 11 of~~ the ~~United~~fiscal ~~States~~years ~~Bankruptcy~~ended ~~Code~~December in31, ~~the~~2013 ~~United~~and ~~States~~2012. ~~Bankruptcy~~In ~~Court~~connection ~~for~~with the ~~Southern~~sale ~~District~~ of ~~Texas, Corpus Christi Division (~~the ~~“Bankruptcy~~Texas ~~Court”),~~practice ~~and~~of ~~(ii)~~UHY onto ~~September~~BDO 23USA, ~~2014~~LLP, ~~the~~by ~~Company,~~letter ondated ~~behalf~~December of1, ~~itself~~2014 ~~and~~UHY informed the ~~other~~Company ~~Debtors,~~that ~~filed~~it awas ~~Joint~~resigning ~~Plan of Reorganization (~~as ~~amended to date,~~ the ~~“Joint~~Company’s ~~Plan~~independent ofregistered ~~Reorganization”)~~public ~~and~~accounting ~~accompanying~~firm, ~~Disclosure~~effective ~~Statement (~~as ~~amended~~of tosuch date~~, the “Disclosure Statement”) with the Bankruptcy Court~~. On ~~December~~The 2,resignation ~~2014,~~of ~~the~~UHY ~~Company,~~was onnot ~~behalf~~recommended ofor ~~itself~~approved ~~and~~by the ~~other~~Audit ~~Debtors,~~Committee ~~filed~~or ~~a Plan Supplement to~~ the ~~Joint~~Board ~~Plan~~ of ~~Reorganization~~Directors (of the ~~“Plan Supplement”)~~Company.

The ~~Company~~information ~~does~~below ~~not~~is asbeing aprovided ~~matter~~in ofresponse ~~course make public projections as~~ to ~~future~~applicable ~~revenues,~~rules ~~earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions~~ and ~~estimates. However,~~‎regulations ~~as previously disclosed in connection with the Joint Plan~~ of ~~Reorganization,~~ the ~~Debtors~~Securities ~~prepared unaudited financial projections for the balance of the 2014 calendar year,~~ and ~~for~~Exchange ~~2015~~Commission ~~through 2018~~ (~~the~~ “~~Projection Period~~SEC”), ~~which~~relating were included in the Disclosure Statement as originally filed with the Bankruptcy Court on September 23, 2014 (the “September 2014 Projections”). Subsequently, the Company prepared updated unaudited projections for the Projection Period, primarily to ~~satisfy~~a ~~requests~~‎change ~~from potential lenders~~ in ~~connection~~a ~~with~~reporting ~~the Debtors~~company’ exit financing process, which are set forth in Exhibit 99.1 to this Current Report on Form 8-K (the “Updated Projections”). The Updated Projections account for certain events that occurred subsequent to the Bankruptcy Court’s ~~approval~~independent ofregistered ~~the~~public ~~Disclosure~~accounting ~~Statement,~~firm ~~include actual results through October 2014 (whereas the September 2014 Projections only included actual results through July 2014)~~ ‎and ~~reflect~~includes ~~the~~certain ~~projected~~information ~~impact~~previously ofreported such developments on the revenues and cash EBITDA of the reorganized Debtors and other non-debtor subsidiaries for the Projection Period as compared to the September 2014 Projections. The Updated Projections include the (i) Updated Projected Consolidated Balance Sheet of the reorganized Debtors and other non-debtor subsidiaries, (ii) Updated Projected Consolidated Income Statement of the reorganized Debtors and other non-debtor subsidiaries and (iii) Updated Projected Consolidated Statement of Cash Flows of the reorganized Debtors and other non-debtor subsidiaries, in ~~each~~our ~~case~~prior ~~for~~SEC ~~the Projection Period~~filings.‎

The ~~Company~~audit ~~prepared~~report of UHY on the ~~Updated~~Company’s ~~Projections~~financial ~~with~~statements for the ~~assistance~~fiscal ofyear ~~its~~ended ~~professional~~December ~~advisors. The~~31, ~~Updated~~2012 ~~Projections~~did ~~present,~~not tocontain ~~the~~an ~~best~~adverse opinion or disclaimer of ~~the~~opinion ~~Company’s~~and ~~knowledge,~~was ~~the~~not ~~reorganized~~qualified ~~Debtors’~~or ~~projected~~modified ~~financial~~as ~~position~~to audit scope, ~~results~~uncertainty ofor ~~operations,~~accounting ~~and~~principles. ~~cash~~While ~~flows,~~the asaudit ~~well~~report asof ~~projected~~UHY ~~revenues~~dated ~~and~~April ~~cash~~29, ~~EBITDA~~2014, ~~for~~on the ~~Projection~~Company’s ~~Period~~financial ~~and~~statements ~~reflect~~for the ~~Debtors’~~fiscal ~~assumptions~~year ended December 31, 2013 did not contain an adverse opinion or disclaimer of opinion and ~~judgments~~was not qualified or modified as ofto ~~November~~audit ~~2014. The~~scope ~~Updated~~or ~~Projections~~accounting ~~were~~principles, ~~prepared~~as bypreviously disclosed in the ~~Debtors~~Company’s toAnnual ~~present~~Report ~~the~~on ~~anticipated~~Form ~~impact~~10-K offor the ~~Joint~~fiscal ~~Plan~~year ofended ~~Reorganization~~December ~~and~~31, ~~assume~~2013 ~~that~~(“2013 ~~the~~Form ~~Joint~~10-K”), ~~Plan~~which ofwas ~~Reorganization~~filed ~~will~~after bethe ~~implemented~~Company inand ~~accordance~~certain ~~with~~of its ~~stated~~subsidiaries ~~terms. In~~filed ~~addition,~~voluntary ~~the~~petitions ~~Updated~~for ~~Projections~~reorganization ~~are~~under ~~based~~Chapter on11 of the ~~assumptions~~Bankruptcy ~~that~~Code in the ~~effective~~United ~~date~~States ofBankruptcy Court for the ~~Joint~~Southern ~~Plan~~District of ~~Reorganization~~Texas, ~~will~~Corpus ~~occur~~Christi onDivision, orthe ~~about~~UHY ~~December~~report 31of April 29, 2014 ~~and~~stated that ~~the~~uncertainties ~~Company~~inherent ~~will~~in ~~conduct~~the ~~its~~bankruptcy ~~operations~~process inraised asubstantial ~~manner~~doubts ~~substantially~~about ~~similar~~the toCompany’s ~~the~~ability ~~conduct~~to ofcontinue ~~its~~as ~~current~~a ~~business~~going concern.

The ~~Updated~~ ~~Projections~~audit ~~were~~report ~~not prepared with a view toward complying with accounting principles generally accepted in the United States~~ of ~~America~~UHY ~~(“U.S.~~on ~~GAAP”),~~ the ~~published~~effectiveness ~~guidelines~~ of the Securities and Exchange Commission (“SEC”) regarding projections or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information. No compilation, examination, or any other accounting procedures have been performed with respect to the Updated Projections, nor has any independent public accounting firm expressed any opinion or any other form of assurance on such information or its achievability. The Updated Projections are based on estimates and assumptions that are inherently subject to significant economic, industry and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the Company’s internal control~~. The~~ ~~Updated~~over ~~Projections~~financial ~~are~~reporting ~~based~~as ~~on forecasts~~ of ~~key~~December ~~economic~~31, ~~variables~~2012 ~~and~~did ~~may~~not becontain ~~significantly~~an ~~impacted~~adverse byopinion, ~~among~~nor ~~other~~was ~~factors,~~it ~~changes~~qualified ~~in the political environment of the countries where the Debtors operate, regulatory changes and/~~or amodified ~~variety of other factors, including those factors listed in the Plan, the Disclosure Statement and the Company’s SEC filings. The Updated Projections are not fact and should not be relied upon~~ as ~~being~~to ~~indicative of current values or future performance~~uncertainty, ~~which~~audit ~~may~~scope ~~be significantly less~~ or ~~more~~accounting ~~favorable that set forth in the Updated Projections and could differ materially from actual performance and results~~principles.

~~The~~As ~~Updated~~previously ~~Projections~~disclosed doin ~~not~~the ~~fully~~2013 ~~reflect~~Form 10-K, the ~~application~~audit report of ~~fresh~~UHY ~~start~~dated ~~accounting,~~April ~~which~~29, if2014 ~~required~~on ~~pursuant~~the toeffectiveness ~~U.S.~~of ~~GAAP~~the Company’s internal control over financial reporting as of December 31, is2013 ~~not~~identified ~~anticipated~~material weaknesses relating to ~~have~~failures to maintain (a) ~~material~~entity ~~impact~~level oncontrols to ensure the ~~underlying~~Company’s ~~economics~~ability ofto ~~the~~properly ~~Joint~~record ~~Plan~~and ofreport ~~Reorganization. Any~~its ~~formal~~operational ~~fresh-start~~processes ~~reporting~~and ~~adjustments~~transactions, ~~that~~including ~~may~~adequate beoversight ~~required~~and inreview, ~~accordance~~and (b) a financial reporting structure with ~~Statement~~clearly established responsibilities. Because of ~~Position~~the 90effect of the material weaknesses on the achievement of the objectives of the control criteria established in Internal Control -7 ~~Financial~~Integrated ~~Reporting~~Framework (1992) issued by ~~Entities~~the inCommittee ~~Reorganization~~of ~~under~~Sponsoring Organizations of the ~~Bankruptcy~~Treadway ~~Code~~Commission (“COSO”), ~~including~~UHY ~~any~~concluded ~~allocation~~in ofits ~~the~~report ~~Company’s~~of ~~reorganization~~April ~~value~~29, to2014 that the Company’s ~~assets~~had innot ~~accordance~~maintained ~~with~~effective ~~the~~internal ~~procedures~~control ~~specified~~over infinancial ~~Financial~~reporting ~~Accounting~~as ~~Standards~~of ~~Board~~December ~~Statement~~31, ~~141~~2013, ~~will~~based beon ~~made~~criteria ~~after~~established ~~the~~in ~~Company~~Internal ~~emerges~~Control ~~from~~- ~~bankruptcy~~Integrated Framework (1992) issued by COSO.

~~The~~During ~~Updated Projections were prepared primarily for use in connection with obtaining exit financing as contemplated by~~ the ~~Joint~~preceding ~~Plan~~two offiscal ~~Reorganization,~~years and ~~are subjective~~ in ~~many~~the ~~respects~~subsequent ~~and~~interim ~~thus~~period ~~subject~~through toDecember ~~interpretation. The Updated Projections~~1, ~~while presented with numeric specificity~~2014, ~~are~~there ~~necessarily~~have ~~based~~been onno adisagreements ~~variety~~between ~~of estimates and assumptions which, though considered reasonable by~~ the Company’s ~~management,~~and ~~may~~UHY ~~not~~on beany ~~realized,~~matter ~~and~~of ~~are~~accounting ~~inherently~~principles ~~subject~~or ~~to significant business~~practices, ~~economic,~~financial ~~political,~~statement ~~industry~~disclosure, ~~regulatory,~~or ~~legal~~auditing ~~market~~scope ~~and~~or ~~financial uncertainties and contingencies~~procedure, ~~many of~~ which ~~are beyond the Company’~~disagreement(s) ~~control. The~~if ~~Company~~not ~~cautions~~resolved ~~that no representations can be made as~~ to the ~~accuracy~~satisfaction of ~~these~~UHY ~~Updated~~would ~~Projections~~have orcaused it to ~~the~~make ~~Company’s~~reference ~~ability~~thereto toin ~~achieve~~its ~~the~~report ~~projected~~on ~~results. Some~~the ~~assumptions~~financial ~~inevitably~~statements ~~will~~for ~~not~~such ~~materialize~~years. ~~Further,~~ ~~events~~During ~~and circumstances occurring subsequent to~~ the ~~date~~preceding ontwo ~~which~~fiscal ~~these~~years ~~Updated~~and ~~Projections~~in ~~were~~the ~~prepared~~subsequent ~~may~~interim ~~be different from those assumed or~~periods, ~~alternatively,~~there ~~may~~ have been ~~unanticipated~~no ~~and,~~“reportable ~~thus, the occurrence of these~~ events” ~~may~~as ~~affect~~defined ~~financial results~~ in Item 304(a)(1)(v) ~~material~~of ~~and~~Regulation ~~possibly adverse manner~~S-K.

The ~~Updated~~Company ~~Projections~~has doprovided ~~not~~UHY ~~take~~with ~~into~~a ~~account~~copy ~~any~~of ~~circumstances~~these ordisclosures ~~events~~and ~~occurring~~has ~~after~~requested ~~the~~that ~~date~~UHY ~~they~~furnish ~~were~~it ~~prepared~~with a letter addressed to the U. ~~Except~~S. asSecurities ~~may~~and beExchange ~~required~~Commission instating ~~the~~whether ~~Chapter~~it 11agrees ~~cases~~and, if not, stating the ~~Company~~respects in which it does not ~~intend~~agree towith ~~update~~the orabove ~~revise~~statements ~~any~~made ofby the ~~Updated~~Company ~~Projections~~in response to ~~reflect~~Item ~~circumstances~~304(a) ~~existing~~of ~~after~~Regulation ~~the~~S-K. ~~date~~A copy of such ~~projections~~letter ~~were~~from ~~prepared~~UHY ordated toDecember ~~reflect~~5, ~~the~~2014 ~~occurrence~~is offiled ~~any~~as ~~particular~~Exhibit ~~events~~16. ~~The~~1 ~~Updated~~to ~~Projections~~this ~~are~~Form ~~forward~~8-~~looking statements~~K.

The ~~Updated~~Company ~~Projections~~has ~~should~~made beno ~~read~~decision in conjunction with the assumptions, qualifications, and explanations set forth in the Disclosure Statement and the Joint Plan of Reorganization in their entirety, and the historical consolidated financial statements (including the notes and schedules thereto) and other financial information as ~~submitted in the Debtors’ Monthly Operating Reports filed with the Bankruptcy Court. In addition, readers of this current report on Form 8-K are cautioned not~~ to ~~rely~~a onreplacement ~~the Updated Projections and are urged to review the Company’s most recent SEC filings, including the Company’s Annual Report on Form 10-K~~ for ~~the~~UHY year ended December 31, 2013 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014, June 30, 2014 and September 30, 2014, for additional information on factors which may cause the Company’s future financial results to ~~materially~~serve ~~vary from the Updated Projections. None of the Updated Projections should be viewed~~ as ~~a representation by the Company or any of~~ its ~~advisors~~new orregistered ~~representatives~~public ~~that~~accounting ~~the projections or forecasts reflected therein will be achieved~~firm. The furnishing of the Updated Projections in this current report on Form 8-K should not be regarded as an indication that the Company or any other recipient of this information considered, or now considers, this information to be necessarily predictive of actual future results nor construed as financial guidance, and they should not be relied on as such.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, is deemed to be furnished and such information and the Updated Projections shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not otherwise subject to the liabilities of that section, and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

NON-GAAP FINANCIAL MEASURES

This current report on Form 8-K contains certain forward-looking non-GAAP financial measures. The Company has not provided a reconciliation of the forward-looking non-GAAP financial measures furnished with this current report on Form 8-K to the directly comparable GAAP measures because not all of the information necessary to forecast and quantify the exact amount of the items that would be included in the comparable GAAP financial measures (but are excluded from the non-GAAP financial measures) is available to the Company without unreasonable efforts.

FORWARD-LOOKING STATEMENTS

This current report on Form 8-K and the exhibits hereto (including the Updated Projections) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Debtors, including the implementation of the Joint Plan of Reorganization, the continuing availability of sufficient borrowing capacity or other financing to fund operations achieving operating efficiencies, existing and future governmental regulations and actions of governmental bodies, industry specific risk factors (as detailed in the Disclosure Statement and the Company’s SEC filings) and other market and competitive conditions. Readers are cautioned that the forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the results or expectations suggested, expressed or implied by these forward-looking statements. Readers are referred to the documents filed by the Company with the SEC, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

(d)	Exhibits


Exhibit Number		Description

16.1		Letter regarding change in certifying accountant

Exhibit Number		Description
99.1		Updated Projections dated November 2014.

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.

	Global Geophysical Services, Inc.	~~Global Geophysical Services, Inc.~~
Dated: December 4, 2014		/s/ Sean M. Gore
Dated: December 5, 2014	/s/ SEAN M. GORE
	Sean M. Gore	~~Sean M. Gore~~
	Senior Vice President & Chief Financial Officer	~~Senior Vice President & Chief Financial Officer~~

EXHIBIT INDEX

~~Exhibit Number~~	Exhibit Number	~~Description~~	Description
99.1		Updated Projections dated November 2014.
	16.1		Letter regarding change in certifying accountant

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