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~~

~~___________~~Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 52, 2016

___________

GREENHUNTER RESOURCES, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware (State or other jurisdiction of incorporation) 001-33893 (Commission File Number) 20-4864036 (IRS Employer Identification No.)

Delaware

001-33893

20-4864036

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1048 Texan Trail ~~GRAPEVINE, TEXAS (Address of principal executive offices) 76051 (Zip Code)~~

~~Registrant’s telephone number~~Grapevine, ~~including~~Texas ~~area code: (972) 410-1044~~76051

~~___________~~(Address of principal executive offices, including zip code)

(972) 410-1044

(Registrant’s telephone number, including area code)

Not applicable

(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~~obligations 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 1 4.0301. ~~Bankruptcy~~Changes orin ~~Receivership~~Registrant’s Certifying Accountant.

~~Item~~GreenHunter 2Resources, Inc.01 ~~Completion~~(the “Company”) and certain of ~~Acquisition~~its orsubsidiaries, ~~Disposition~~namely, GreenHunter Water, LLC; Hunter Disposal, LLC, Ritchie Hunter Water Disposal, LLC, Hunter Hauling, LLC, White Top Oilfield Construction, LLC, Blackwater Services, LLC, Virco Realty, LLC, Little Muskingum Drilling, LLC, Blue Water Energy Solutions, LLC, GreenHunter Wheeling Barge, LLC, GreenHunter Environmental Solutions, LLC, and MAG Tank Hunter, LLC (collectively, the “Filing Subsidiaries” and, together with the Company, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of ~~Assets~~the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Texas, Fort Worth Division (the “Bankruptcy Court”) on March 1, 2016.

~~GreenHunter~~On ~~Resources,~~April ~~Inc. (the “Company”) and certain of its subsidiaries~~22, ~~namely~~2016, GreenHunter Water, LLC; Hunter Disposal, LLC, Ritchie Hunter Water Disposal, LLC, Hunter Hauling, LLC, White Top Oilfield Construction, LLC, Blackwater Services, LLC, Virco Realty, LLC, Little Muskingum Drilling, LLC LLC LLC LLC, Blue Water Energy Solutions, LLC, GreenHunter Wheeling Barge, LLC, GreenHunter Environmental Solutions, LLC, and MAG Tank Hunter, LLC (collectively, the ~~“Filing Subsidiaries” and, together with the Company, the “~~Debtors~~”),~~ ~~filed~~conducted ~~voluntary~~a ~~petitions~~Section ~~(the~~363 ~~“Bankruptcy~~sale ~~Petitions”)~~of ~~for~~substantially ~~reorganization~~all ~~under Chapter 11~~ of the ~~United~~Debtor’s ~~States~~assets ~~Bankruptcy~~pursuant ~~Code~~to (the “Bankruptcy Code~~”) in the United States Bankruptcy Court for the District of Texas, Fort Worth Division (the “Bankruptcy Court”) on March 1, 2016~~.

On ~~April~~August 222, 2016, the ~~Debtors conducted a Section 363 sale of substantially all of the Debtor~~Company’s ~~assets~~independent ~~pursuant~~registered topublic ~~the~~accounting ~~Bankruptcy Code. The winning bidder at the auction was FQ Disposal~~firm, ~~LLC,~~BDO ~~a Delaware limited liability company (“FQ Disposal”) and the Debtors and FQ Disposal closed the purchase of substantially all of the Debtor’s assets on May 5~~USA, ~~2016~~LLP ~~pursuant to an Asset Purchase Agreement~~ (~~the~~ “~~Agreement~~BDO”) ~~between the parties. Subject to the terms and conditions of the Agreement~~, ~~the~~terminated ~~Debtors~~its ~~sold,~~relationship ~~assigned, transferred, conveyed and delivered to FQ Disposal (in accordance~~ with the Agreement and pursuant to Bankruptcy Court approval), free and clear of all liabilities and liens (except for assumed obligations and permitted liens described in the Agreement), all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims used in, generated by or related to the business or otherwise owned, leased or licensed by any Debtor, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of any Debtor, as applicable, including all confidential information and good will of any such Debtor (except for excluded assets as defined in the Agreement)Company. ~~FQ Disposal paid $20,820,000 for the acquired assets consisting of $18,300,000 in cash and an assumption of liabilities of $2,520,000.~~

BDO’s audit reports on the Company’s consolidated financial statements as of and for the year ended December 31, 2014 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended December 31, 2014, and the subsequent interim period through August 2, 2016, there were (i) no disagreements between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such time period.

The Company provided BDO with a copy of this Current Report on Form 8-K and with the statements made herein. BDO furnished the attached letter addressed to the Company. The BDO letter is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

	(d) Exhibits.

	Exhibit Number		Exhibit Title
	99.1		Letter provided by BDO USA LLP, dated August 2, 2016

SIGNATURE

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.

	GREENHUNTER RESOURCES, INC.
Date: May 11, 2016	By:	/s/ Morgan F. Johnston
Date: August 8, 2016	By:	/s/ Morgan F. Johnston
		Morgan F. Johnston
		Name: Morgan F. Johnston
		Sr. Vice President, General Counsel and Secretary
		Title: Sr. VP, General Counsel and Secretary

Exhibit

Number

Exhibit Title

99.1

Letter provided by BDO USA LLP, dated August 2, 2016

Filing Compare · GreenHunter Resources, Inc.