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): ~~September~~April 3016, ~~2014~~2015

~~Respect~~RYU ~~Your~~Apparel ~~Universe,~~ Inc.

(Exact name of registrant as specified in its charter)

NEVADA	000-54885	20-0641026
British Columbia	000-54885	20-0641026
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	Suite 500 – 1188 West Georgia Street Vancouver, British Columbia Canada	V6E 4A2
	1672 West 2nd Avenue Vancouver, BC	V6J 1H4
	(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: ~~778.836.3913~~604-235-2880

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:

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

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01 ~~Changes~~. inEntry ~~the~~into ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On April 17, 2015, RYU Apparel Inc. (the “Company”) entered into subscription agreements (each, a “Subscription Agreement”) ~~Resignation~~pursuant to which the Company agreed to sell 16,063,319 shares (each, a “Share”) at a price of ~~Independent~~$0.30 ~~Accountant~~per Share for gross proceeds of $4,818,995.70 (the “Financing”). The Company closed the Financing and issued the Shares on April 17, 2015.

OnThe ~~September~~following ~~30,~~insiders ~~2014, the Board~~ of ~~Directors of Respect Your Universe, Inc. (~~the “Company”) ~~dismissed~~purchased ~~Marcum LLP as its independent registered public accounting firm. On September 30, 2014,~~ the ~~Board~~following ofnumber ~~Directors~~ of ~~the Company engaged DMCL LLP as our independent registered public accounting firm.~~Shares:

Marcum LLP did not issue a report on any of our Company’s financial statements. During our company’s fiscal year ended December 31, 2013 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

Name	Position	Shares Acquired in Private Placement	Percentage Prior to Private Placement(1)	Percentage After the Private Placement(2)
Marcello Leone	Officer and Director	666,666	4.5%	4.4%
Maria Leone	Director	666,666	0.3%	1.2%

We(1) ~~provided~~Based ~~Marcum LLP with a copy of this Current Report~~ on ~~Form 8-K prior to its filing with the Securities and Exchange Commission~~55,291,788 ~~and~~Shares ~~requested~~issued ~~that it furnish us with a letter addressed to the Securities~~ and ~~Exchange~~outstanding ~~Commission~~as ~~stating whether it agrees with the statements made in this Current Report on Form 8-K, and if not, stating the respects with which it does not agree. A copy~~ of ~~such~~April ~~letter~~16, ~~dated~~2015 ~~October~~prior ~~2, 2014, is filed as Exhibit 16.1~~ to ~~this~~any ~~Current~~Shares ~~report~~issued onin ~~Form~~the ~~8-K~~Financing.

(b2) ~~Engagement~~Based on 71,355,107 Shares issued and outstanding as of ~~Independent~~April ~~registered~~16, ~~public~~2015 ~~accounting~~after ~~firm~~the Shares issued in the Financing.

~~During~~The ~~our~~insider ~~Company’s~~private ~~fiscal~~placements ~~years~~are ~~ended~~exempt ~~December~~from ~~31,~~the ~~2013~~valuation and ~~December~~minority ~~31,~~shareholder ~~2012~~approval ~~and~~requirements inof ~~the~~Multilateral ~~subsequent~~Instrument ~~interim~~61-101 ~~period~~(“MI ~~through~~61-101”) ~~the~~by ~~date~~virtue of ~~appointment of DMCL LLP on September 30, 2014, we have not consulted with DMCL LLP regarding either~~ the ~~application~~exemptions ofcontain ~~accounting~~in ~~principles~~section to 5.5(a) ~~specified~~and ~~transaction,~~5.7(1) ~~either~~(a) ~~completed or proposed, or the type~~ of ~~audit~~MI ~~opinion~~61-101 ~~that~~in ~~might be rendered on our financial statements, nor has DMCL LLP provided to our Company a written report or oral advice~~ that ~~DMCL~~the ~~LLP~~fair ~~concluded~~market ~~was~~value anof ~~important factor considered by our Company in reaching a decision as to~~ the ~~accounting,~~consideration ~~auditing~~for ~~or financial reporting issue. In addition, during such periods, our company has not consulted with DMCL LLP regarding any matter that was either~~ the ~~subject~~securities of athe ~~disagreement~~Company ~~(as~~to ~~defined~~be inissued ~~Item~~to ~~304(a)(1)(iv) and~~ the ~~related~~insiders ~~instructions)~~does ornot aexceed ~~reportable~~25% ~~event (as described in Item 304(a)(1)(v)~~ of ~~Regulation~~its ~~S-K)~~market capitalization.

~~Item~~The ~~9.01 Financial~~foregoing ~~Statements~~description of the Subscription Agreement does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

~~(d)~~Item ~~Exhibits~~3.02 Unregistered Sales of Equity Securities.

~~16.~~The information provided under Item 1.01 ~~Letter~~of ~~fromMarcum~~this ~~LLP~~Current ~~regarding~~Report ~~change~~on Form 8-K is incorporated by reference into this Item 3.02. The Shares were issued in ~~independent~~reliance ~~registered~~on ~~public~~the ~~accounting~~exemptions ~~firm~~from registration provided by Section 4(a)(2) of the Securities Act, Regulation D of the Securities Act and Regulation S of the Securities Act in each case based on representations made by each purchaser of Units. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in any state where such offer, solicitation, or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description

10.1	Form of Subscription Agreement

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 thereunto duly authorized.

~~Respect~~RYU ~~Your~~Apparel ~~Universe,~~ Inc.

Dated:	~~October~~April 320, ~~2014~~2015
By:	/s/Jameel ~~Marcello Leone~~Vaghela
	Marcello Leone
	Jameel Vaghela
	Chief Executive Officer
	Chief Financial Officer

Filing Compare · RYU APPAREL INC.