SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 93, 2015 (~~August~~September 922, 2015)

ICON VAPOR, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55284	46-1471251
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8525 Arjons Drive, Suite A San Diego, CA 92126 (Address of Principal Executive Offices)

San Diego, CA 92126

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (858) 564-9513

N/A

(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~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~☐ Soliciting~~¨ 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))

ICON VAPOR, INC.

Form 8-K

Current Report

ITEM 1 4.0201 ~~TERMINATION~~CHANGES OFIN AREGISTRANT’S ~~MATERIAL~~CERTIFYING ~~DEFINITIVE AGREEMENT~~ACCOUNTANT

(a) On September 522, 2015, the ~~majority of the members of the Board of Directors of Icon Vapor, Inc., a Nevada corporation (the “Company”),~~Registrant ~~voted~~dismissed toAnton ~~terminate~~& ~~and unwind the Asset Acquisition Agreement (the “Acquisition Agreement”)~~Chia, byLLP ~~and between the Company, Green Tree Syndicate, Inc., a California corporation (“Green Tree”) and the controlling shareholders~~ of ~~Green~~3501 ~~Tree~~Jamboree ~~(the “Green Tree Shareholders”)~~Road, ~~which~~Suite ~~was originally reported on Form 8-K filed with the Commission on November 13~~450, ~~2014.~~Newport ~~Pursuant to the Acquisition Agreement~~Beach, ~~the~~CA ~~Company~~92660 ~~acquired 100% of the assets of Green Tree and, in exchange, issued 33,000,000 restricted shares of its common stock to the Green Tree Shareholders~~ (~~the~~ “~~Icon~~Anton ~~Vapor~~& ~~Shares~~Chia”)~~, plus~~ ~~agreed to pay Green Tree $2,000,000.00 in cash. Additionally, and pursuant to~~ from the ~~Acquisition~~role ~~Agreement, the Company appointed two Green Tree Shareholders~~ as ~~members~~independent ofcertifying ~~the~~accountant ~~Board~~for ~~of Directors of~~ the ~~Company~~Registrant.

~~As a~~Anton ~~result~~& Chia was appointed as Auditor of the ~~Termination~~Registrant on June 30, 2015. However, shortly after Anton & Chia commenced work as the independent certifying accountant for the Registrant, the Registrant determined to dismiss Anton & Chia and on September 22, 2015, the Registrant engaged KWCO, PC of 1931 East 37th Street, Suite 7, Odessa, TX 79762 (“KWCO”) as the ~~Acquisition~~new ~~Agreement:~~Auditor.

Other than an explanatory paragraph included in the audit reports of the auditor prior to KWCO’s engagement, Terry L. Johnson, CPA (a“Johnson”), for the Registrant's ~~The~~fiscal 33years ended December 31,~~000,000~~ ~~restricted~~2014 ~~shares~~and of2013 ~~common~~relating ~~stock~~to the uncertainty of the ~~Company~~Registrant's ~~issued~~ability to continue as a going concern, the ~~Green~~audit ~~Tree~~reports ~~Shareholders~~of ~~shall~~Johnson beon ~~cancelled~~the Registrant's financial statements for the last fiscal year ended December 31, 2014 and ~~returned~~2013 through September 22, 2015, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to ~~treasury~~uncertainty, audit scope or accounting principles.

~~(b)~~During the Registrant's 2014 and 2013 ~~The~~fiscal ~~Company~~year ~~disbursed~~and athrough ~~cash~~the ~~payment~~date of ~~$233~~this Current Report on Form 8-K,~~022.54~~ (1) there were no disagreements with Johnson on any matter of ~~the~~accounting ~~agreed~~principles $2or practices,~~000~~ financial statement disclosure,~~000~~ ~~cash~~or ~~price.~~auditing ~~The~~scope ~~Company~~or ~~has~~procedure, ~~made~~which, aif ~~demand~~not ~~for~~resolved ~~the~~to ~~return~~the satisfaction of ~~the~~Johnson, ~~cash~~would ~~disbursed~~have caused Johnson to ~~Green~~make ~~Tree~~reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~A description~~From the date of ~~the~~Anton ~~specific~~& ~~terms~~Chia’s appointment ~~and~~on ~~conditions~~June of30, 2015 through to the ~~acquisition~~date of ~~Green~~dismissal, ~~Tree~~September 22, 2015, (1) no reports were issued by ~~the~~Anton ~~Company~~& ~~which~~Chia, (2) isthere ~~being~~were ~~terminated~~no ~~was~~disagreements with Anton & Chia on any matter of accounting principles or practices, financial statement ~~set~~disclosure, ~~forth~~or inauditing ~~the~~scope ~~Acquisition~~or ~~Agreement~~procedure, which, ~~was~~if ~~originally~~not ~~disclosed~~resolved onto ~~Form~~the ~~8-K~~satisfaction ~~filed~~of ~~with~~Anton & Chia, would have caused Anton & Chia to make reference to the ~~Commission~~subject onmatter ~~November~~of 13the disagreements in connection with any reports to be issued, ~~2014~~and (3) there aswere ~~Exhibit~~no ~~2.01~~“reportable ~~and~~events” as that term is ~~incorporated~~defined ~~herein~~in byItem ~~reference~~304(a)(1)(v) of Regulation S-K.

~~ITEM~~The Company provided a copy of the foregoing 2disclosures to Anton & Chia prior to the date of the filing of this report and requested that Anton & Chia furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report.~~01 COMPLETION~~ A OFcopy ~~ACQUISITION~~of ORthe ~~DISPOSITION~~letter OFfurnished ~~ASSETS~~in response to that request is filed as Exhibit 16.1 to this Form 8-K.

~~The~~(b) September 22, 2015, the Registrant’s ~~information~~Board ~~provided~~of inDirectors ~~Item~~approved ~~1.02~~the engagement of ~~this~~KWCO, ~~Current~~PC, ~~Report~~as onthe ~~Form~~Registrant's ~~8-K~~independent ~~related~~accountant effective immediately to audit the ~~aforementioned~~Registrant’s ~~Termination~~financial statements and to perform reviews of interim financial statements. During the ~~Acquisition~~fiscal years ended ~~Agreement~~December is31, ~~incorporated~~2014 byand ~~reference~~2013 ~~into~~through ~~this~~September ~~Item~~22, ~~2.01.~~2015 Asneither the Registrant nor anyone acting on its behalf consulted with KWCO regarding (i) either the application of any accounting principles to a ~~result~~specific completed or contemplated transaction of the ~~Termination~~Registrant, or the type of audit opinion that might be rendered by KWCO on the ~~Acquisition~~Registrant's ~~Agreement,~~financial ~~Green~~statements; or (ii) Neither a written ~~Tree~~report ~~ceased~~nor oral advice was provided to bethe Registrant by KWCO that they concluded was an important factor considered by the Registrant in reaching a ~~wholly~~decision as to the accounting, auditing or financial reporting issue; and (iii) The Registrant did not consult KWCO regarding any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-~~owned~~K ~~subsidiary~~and the related instructions) or any of the ~~Company~~reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.

~~ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES~~ 2

~~The information~~ITEM ~~provided in Item 8~~9.01 ofFINANCIAL ~~this~~STATEMENTS ~~Current~~AND ~~Report on Form 8-K related to the issuance of Shares to Mr. Balsiger is incorporated by reference into this Item 3.02.~~EXHIBITS

On(d) Exhibits. ~~September~~The 9,following ~~2015,~~exhibits asare ~~discussed~~either infiled ~~Item~~as ~~8.01~~a ~~above,~~part ~~the~~hereof ~~Company~~or ~~ratified~~are ~~the~~incorporated ~~issuance~~by ofreference. ~~27,500,000~~Exhibit ~~restricted~~numbers ~~shares~~correspond ~~of the Company’s common stock~~ to ~~Mr. Balsiger. Following~~ the ~~issuance of the Shares the Company has an aggregate of 74,036,163 shares of common~~ ~~stock~~numbering ~~issued~~system ~~and~~in ~~outstanding,~~Item 601 ~~and Mr. Balsiger’s beneficial ownership represents 54.29%~~ of ~~the~~Regulation ~~issued and outstanding common stock of the Company~~S-K.

Exemption from Registration. The shares of common stock referenced herein were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the United States. The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share exchange was a private transaction by the Company and did not involve any public offering. Additionally, we relied upon the exemption afforded by Rule 506 of Regulation D of the Securities Act which is a safe harbor for the private offering exemption of Section 4(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of accredited investors, as that term is defined in Rule 501 of Regulation D. Further, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to “U.S. persons” or for the account or benefit of a “U.S. person”, as that term is defined in Rule 902 of Regulation S.

Exhibit No.

Document

Location

16.1

Letter dated December 3, 2015, from Anton & Chia, LLP to the Securities and Exchange Commission.

Filed herewith

~~ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS~~SIGNATURES

~~On September~~Pursuant 5,to ~~2015,~~the ~~Mr.~~requirements ~~Bashar Ballo and Mr. Sater Tommka were terminated as members~~ of the ~~Board~~Securities ofExchange ~~Directors~~Act of ~~the Company.~~1934, ~~Their termination was~~ the ~~direct~~registrant ~~result~~has ofduly ~~the~~caused ~~Termination~~this ofreport ~~the~~to ~~Asset~~be ~~Acquisition~~signed ~~as discussed in Item 1.02 of this Current Report~~ on ~~Form~~its ~~8-K,~~behalf ~~incorporated~~ by ~~reference~~the ~~into~~undersigned ~~this~~hereunto ~~item~~duly 5authorized.~~02.~~

2Date: December 3, 2015

~~ITEM 8~~ICON VAPOR, INC.01 ~~OTHER~~By: ~~EVENTS~~/s/ Daniel W. Balsiger Daniel W. BalsigerChief Executive Officer

On September 9, 2015, a special meeting of the board of directors of Icon Vapor, Inc. (the “Company”) was held, wherein a majority of the quorum of directors voted to ratify the re-issuance of an aggregate of 27,500,000 restricted shares of the Company’s common stock (the “Shares”) to Daniel Balsiger, President and Chief Executive Officer of the Company, on August 9, 2015 to replace those certain shares which were cancelled by Mr. Balsiger in March 2012. The Shares were re-issued to Mr. Balsiger as consideration for services rendered on behalf of the Company and for reaching certain performance benchmarks in fiscal year 2015.3

Following the issuance of the Shares, the Company has an aggregate of 74,036,163 shares of common stock issued and outstanding. Following the issuance, Mr. Balsiger’s beneficial ownership represents 54.29% of the issued and outstanding common stock.

Based on the issuance discussed herein, the security ownership of beneficial ownership and management is as follows:

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT

The following table sets forth, to the best of our knowledge, certain information concerning the number of shares of our common stock owned beneficially as of September 9, 2015, by Icon Vapor, Inc. directors, officers and 5% owners: (i) each of our and our subsidiaries’ directors; (ii) each of our and our subsidiaries’ named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the stockholders listed below possess sole voting and investment power with respect to the shares they own.

As of September 9, 2015, there were 74,036,163 common shares issued and outstanding, 0 shares issuable upon the exercise of options within 60 days, and 0 shares issuable upon the exercise of stock purchase warrants within 60 days.

Name and Address of Beneficial Owner	Title of Class		Amount and Nature Of Beneficial Ownership(1) (#)		Percent of Class(2) (%)
Daniel W. Balsiger(3) 8525 Arjons Drive, Suite A San Diego, CA 92126		Common		40,200,000		54.29
Michael J. Klepper(4) 8525 Arjons Drive, Suite A San Diego, CA 92126		Common		0		0
Mark Bednarz(5) 8525 Arjons Drive, Suite A San Diego, CA 92126		Common		0		0
All Officers and Directors as a Group (3Persons)		Common		40,200,000		54.29	%

(1)	We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of September 9, 2015. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
(2)	As of September 9, 2015, there were 74,036,163 common shares issued and outstanding.
(3)	Daniel W. Balsiger is President, CEO, CFO, COO of the Company and member of the board of directors. His beneficial ownership includes 40,200,000 common shares, as well as 0 options to purchase common shares that will vest within the next 60 days.
(4)	Michael J. Klepper is the Secretary of the Company and a member of the board of directors. His beneficial ownership includes 0 common shares, as well as 0 options to purchase common shares that will vest within the next 60 days.
(5)	Mark Bednarz is a member of the board of directors. His beneficial ownership includes 0 common shares, as well as 0 options to purchase common shares that will vest within the next 60 days.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Number		Description of Exhibit
2.01		Asset Acquisition Agreement by and among the Company, Green Tree, and the shareholders of Green Tree dated November 3, 2014 (1)

(1) Filed with the Commission on Form 8-K on November 13, 2014 as Exhibit 2.01, incorporated herein by reference.

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.

	ICON VAPOR, INC.
Date: September 9, 2015	By:	/s/ Daniel W. Balsiger
		Daniel W. Balsiger
		Chief Executive Officer

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