As filed with the Commission on ~~September~~October 1923, 2018

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~~October 2515, 2018

UNIVERSAL RESOURCES

(Name of registrant as specified in its Charter)

NEVADA	000-30520	98-0532725
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8560 Sunset Blvd., Suite 500, West Hollywood, CA	90069
433 North Camden Drive,4th and 6th Floors, Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

(~~424~~310) ~~313~~691-~~3165~~2470

(Registrant’s telephone number, including area code)

(Former name 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☑.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Previous independent registered public accounting firm

(a) On orOctober ~~about June 1~~15, ~~2014~~2018, ~~Universal~~UNIVERSAL ~~Resources~~RESOURCES, (the “Registrant” or the “Company”) ~~notified~~and LLFRUCI ~~Bradford~~ & ~~Company~~ASSOCIATES, ~~LLC~~II, PLLC (“~~LLB~~Fruci”) ~~that~~ceased ~~was~~their ~~terminated~~client-auditor ~~as the Registrant’s independent registered public accounting firm~~relationship. Fruci ~~LLB~~ was ~~engaged~~appointed ~~by Registrant after~~ the ~~Registrant~~Company’s ~~filed~~auditors ~~a Form 8-K~~ on ~~March~~July 1725, ~~2014~~2018 ~~stated~~and ~~that~~never ~~its~~rendered ~~Form~~a ~~10-K~~Report ~~for~~on the ~~fiscal year ended March 31, 2013, the three (3) prior 10-Qs plus the two (2) 10-Qs subsequent to the 10-K could no longer be relied upon. The~~ Company’s ~~Board of Directors determined that it did not have sufficient funds available to re-file these~~ financial statements. ~~Accordingly,~~for ~~LLB~~the ~~was~~year ~~terminated,~~ended asMarch ~~foresaid. As of January 13~~31, ~~2015,~~2013 ~~LLB~~or ~~had lost its authority to do audits and went out of business~~otherwise.

~~The~~From ~~report~~July of25, ~~Donahue & Associates~~2018, onuntil ~~the~~October ~~Company’s financial statements as of and for the fiscal year ended March 31~~15, ~~2013~~2018, ~~contained~~ the ~~explanatory~~ ~~paragraphs which noted that there was substantial doubt as to the~~ Company’s ~~ability~~has tonot ~~continue~~had asany adisagreements ~~going~~with Fruci on ~~concern~~any asmatter ~~the~~of ~~Company~~accounting ~~has~~principles ~~reported~~or apractices, ~~net~~financial ~~loss~~statement ofdisclosure ~~for~~or ~~the~~auditing ~~year~~scope ~~ended~~or ~~March 31~~procedure, ~~2013~~which ~~and~~disagreements, ~~had~~if annot ~~accumulated~~resolved ~~deficit~~to asFruci’s ~~of March 31~~satisfaction, ~~2013,~~would ~~that~~have ~~raises~~caused ~~doubt~~them ~~about its ability~~ to ~~continue~~make asreference athereto ~~going~~in ~~concern.~~their ~~Donahue~~report &on ~~Associates resigned as~~ the ~~Registrant~~Company’s financial ~~auditors~~statements onfor orsuch ~~about December 15, 2013~~period.

From July ~~January 1~~15, ~~2014~~2017, until ~~on or about June 1, 2014, the Company never filed any of its reports on the Company’s financial statements for any period. It never had any disagreements with~~ ~~LLB on~~October ~~any matter of accounting principles or practices~~15, ~~financial statement disclosure or auditing scope or procedure~~2018, ~~which~~there ~~disagreements,~~were ifno ~~not~~reportable ~~resolved to LLB‘s satisfaction~~events, ~~would~~as ~~reference~~defined ~~thereto~~ in ~~their~~Item 304(a)(1)(v) ~~report~~of Regulation S-K.

~~From January~~The 1,Company ~~2014,~~provided ~~until~~Fruci onwith ora ~~about~~copy ~~June~~of 1,this ~~2014,~~disclosure ~~there~~set ~~were~~forth nounder ~~reportable~~this ~~events,~~Item as4.01 ~~defined~~and inwas ~~Item 304(~~requested to furnish a~~)(1)(v)~~ ofletter ~~Regulation S-K~~addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

~~The~~A ~~Company is not able to locate LLB to provide LLB with a~~ copy of ~~this disclosure set forth under this Item 4.01 and request whether or not it agrees with~~ the ~~above~~letter ~~statements~~from ~~because~~Fruci ofis ~~its~~attached ~~going~~hereto ~~out of business~~ as ~~discussed~~Exhibit ~~above~~16..1

New independent registered public accounting firm

On July 25, 2018, (the “Engagement Date”), the Company engaged Fruci & Associates II, PLLC (“Fruci “) as its independent registered public accounting firm for the Company’s fiscal year ended March 31, 2019. Fruci is also doing the audits on the Company’s financial statements from and including fiscal year ended March 31, 2013 through March 31, 2018. The decision to engage Fruci as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Fruci regarding either:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Fruci concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial statements of businesses acquired.

Not applicable

(b)	Pro forma financial information.

Not applicable

(c)	Shell company transactions.

Not applicable

(d)

Exhibits

~~None~~16.1 Auditor’s letter pursuant to Section 4.01. hereof.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNIVERSAL RESOURCES
Dated: September 19, 2018	By:	/s/ Mikael Lundgren
Dated: October 23, 2018	By:	/s/ Mikael Lundgren
		Name: Mikael Lundgren
		Title: Chief Executive Officer

Filing Compare · Universal Resources