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): February ~~September 2~~28, ~~2010~~2012

PARKS ONE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52963	26-1277320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11109 Oak Pond Circle, Charlotte, NC		28277
(Address of principal executive offices)		(Zip Code)

11109 Oak Pond Circle, Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 846-4546

____________________________________________________

(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 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 4.01. Changes in Registrant’s Certifying Accountant~~(1)

~~Effective~~Item ~~September 2, 2010, the client-auditor relationship between Parks One, Inc~~3.02 ~~(the "Company")~~Unregistered ~~and~~Sales ~~Traci J. Anderson, CPA (the "Former Auditor") was terminated upon the dismissal~~ of ~~the~~Equity ~~Former Auditor as the Company’s independent registered accounting firm~~Securities. ~~Effective~~ September 2, 2010, the Company engaged Bongiovanni & Associates, CPA’s ("B&A") as its principal independent public accountant to audit the Company's financial statements for the year ending June 30, 2010. The decision to change accountants was recommended and approved by the Company's Board of Directors, effective September 2, 2010, and was necessitated as a result of the revocation of the registration of the Former Auditors by the Public Company Accounting Oversight Board (“PCAOB”) for violations of rules and auditing standards in auditing financial statements, PCAOB rules and quality control standards.

~~The~~On ~~Former~~February ~~Auditor's~~28, ~~reports~~2012, onParks One, Inc. (the ~~financial~~“Registrant”) ~~statements~~sold 200,000 shares of ~~the~~common ~~Company~~stock to BlackPool Capital Group, LLC (“BlackPool”) for an aggregate price of $20 (equal to the par value per share) pursuant to the exemption from ~~years~~registration ~~ended~~afforded ~~June~~by ~~30,~~Section ~~2009~~4(2) ~~and~~under ~~2008~~the Securities Act of 1933, ~~did~~as ~~not~~amended ~~contain~~(the ~~any~~“Securities ~~adverse~~Act”). ~~opinion~~The orRegistrant ~~disclaimer~~sold ofthe ~~opinion~~shares ~~and~~to ~~was~~BlackPool ~~not~~in ~~qualified~~connection orwith ~~modified~~the aschange toin ~~uncertainty,~~control ~~audit scope~~of orthe ~~accounting~~Registrant ~~principles~~described in Item 5.01, below.

~~The reports of the Former Auditor on~~Item ~~the~~5.01 ~~Company’s~~Changes ~~financial~~in ~~statements~~Control as of ~~and for the years ended June 30, 2009 and June 30, 2008, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern~~Registrant.

~~During~~On ~~the~~February ~~years~~28, ~~ended~~2012, ~~June~~the 30Registrant, ~~2009~~John ~~and~~Lewis ~~2008~~ and inPaige ~~the subsequent interim periods through the date the relationship with the Former Auditor concluded~~Lewis, ~~there were no disagreements between~~ the ~~Former~~officers ~~Auditor~~ and ~~the~~directors ~~Company on a matter~~ of ~~accounting~~ ~~principles~~the ~~or practices~~Registrant, ~~financial~~JSL ~~statement~~Investments ~~disclosure~~LLC, ~~or auditing~~ ~~scope or procedure,~~ which ~~disagreement,~~is ifwholly ~~not~~owned ~~resolved~~by toMr. ~~the~~Lewis ~~satisfaction~~(“JSL”), ~~of the~~Forest ~~Former~~Garvin ~~Auditor~~and ~~would~~Garvin ~~have~~Strategic ~~caused~~Capital ~~the~~LLC ~~Former~~which ~~Auditor~~is towholly ~~make~~owned ~~reference to the~~by ~~subject~~Mr. ~~matter~~Garvin of(“GSC”); ~~the~~and ~~disagreement~~BlackPool inentered ~~connection~~into ~~with~~an ~~its~~agreement ~~report on the Company's financial statements.~~whereby:

~~There have~~· ~~been~~JSL noreturned ~~reportable~~600,000 ~~events~~shares asof ~~defined~~common stock to the Registrant for cancellation, so that after the cancellation of such shares, JSL’s ownership in ~~Item~~the ~~304(a)(1)(v)~~Registrant was reduced from 700,000 shares to 100,000 shares; · GSC returned 300,000 shares of ~~Regulation~~common ~~S-K during~~stock to the ~~years~~Registrant ~~ended~~for ~~June~~cancellation, 30so that after the cancellation of such shares, ~~2009~~GSC did not own any shares of the Registrant’s capital stock; · JSL forgave all amounts due to them under certain promissory notes issued by the Registrant in the principal amount of $46,860 as of December 31, 2012 and ~~2008~~returned such notes to the Registrant for cancellation; · the Registrant sold 200,000 shares of common stock to BlackPool for an aggregate purchase price of $20; · BlackPool agreed to pay all costs and expenses of any kind or nature incurred by the Registrant in ~~any~~connection ~~subsequent~~with ~~interim periods~~its ~~through~~operations after the date of the ~~relationship~~agreement; · BlackPool agreed to cause the timely filing of all reports the Registrant is required to file under the Exchange Act and to pay all costs and expenses in connection with such filing; and · BlackPool agreed to diligently pursue the ~~Former~~Registrant’s ~~Auditor ceased~~business plan of identifying and merging with or acquiring a target company.

~~The~~ John ~~Company~~Lewis ~~has~~and ~~authorized~~Paige ~~the~~Lewis ~~Former~~agreed ~~Auditor~~ to ~~respond~~continue ~~fully~~ to ~~any~~serve ~~inquiries of the Company's new audit firm, B&A, relating to its engagement~~ as ~~the Company's~~officers ~~independent accountant. The Company has requested that the Former Auditor review the disclosure contained in this Report~~ and ~~the~~directors ~~Former Auditor has been given an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification~~ of the ~~Company's~~ ~~expression of its views, or the respect in which it does not agree with the statements made by the Company herein~~Registrant. The Company will file such letter with the Securities and Exchange Commission (the "Commission") as an exhibit to an amendment to this Current Report on Form 8-K/A within two days of receiving it but no later than ten days after the filing of this Report.

The ~~Company~~transactions ~~has~~consummated ~~not~~by ~~previously consulted with B&A regarding either (i)~~ the ~~application~~ ofagreement ~~accounting~~resulted ~~principles~~in to a ~~specific~~change ~~completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable event (as provided~~ in ~~Item 304(a)(1)(v)~~control of ~~Regulation S-K) during~~ the ~~years ended June 30, 2009 and June 30, 2008, and any later interim period, including the interim period up to and including the date the relationship with the Former Auditor ceased~~Registrant. B&A has reviewed the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 (a). B&A has elected not furnish a letter to the Commission.

In connection with its acquisition of 200,000 shares of common stock for an aggregate price of $20, BlackPool utilized cash provided by its members as of the date of the agreement. After giving effect to the transactions consummated by the agreement:

·	BlackPool owns 66.66% of the outstanding shares of the Registrant’s common stock; and
·	JSL owns 33.33% of the outstanding shares of the Registrant’s common stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K

16.1 Letter from Traci J. Anderson to the Securities and Exchange Commission dated September 2, 2010.

Exhibit No.	Description
99.1	Agreement dated February 28, 2012, among the Registrant, John Lewis, Paige Lewis, JSL Investments LLC, Forest Garvin, Garvin Strategic Capital LLC and BlackPool Capital Group, LLC, relating to the return

(2)

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.

		PARKS ONE, INC.
Date: September 2, 2010	By:	/s/ John Lewis
	Name:	John Lewis
	Title	President

FARRALLON, INC.

Date: March 1, 2012

By:/s/ John S. Lewis.

John S. Lewis, President

Filing Compare · Parks One, Inc.