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): ~~April~~May 1810, 2018

GENESIS FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Wyoming

333-103331

03-0377717

(State or other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

11920 Southern Highlands Parkway, Suite 200

Las Vegas, Nevada 89141 ~~(Address of principal executive offices) (Zip Code)~~

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 776-7556

N/A ~~(Former name or former address, if changed since last report.)~~

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter). ~~Emerging growth company [ ]~~

Emerging growth company [ ]

If an emerging growth company, indicate by checkmark 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. [ ]

~~SECTION~~Item 41.01. –Entry ~~MATTERS~~into ~~RELATED~~a TOMaterial ~~ACCOUNTANTS~~Definitive ~~AND FINANCIAL STATEMENTS~~Agreement.

~~Item~~As 4previously disclosed by Genesis Financial, Inc.01 ~~Changes~~(the in“Company”), ~~Registrant~~on February 15, 2018, Epoint Payment Corp., the Company’s subsidiary ~~Certifying~~(“Epoint”), ~~Accountant~~entered into a Membership Interest Purchase Agreement (the “SmartPay MIPA”) with WNLI Holdings, Inc., a corporation organized under the laws of the State of Ohio (“Seller”), and SmartPay Leasing LLC, a limited liability company organized under the laws of the State of Delaware (“SmartPay”), pursuant to which Epoint agreed to purchase from the Seller all of the outstanding membership interests of SmartPay for consideration of $48.5 million in cash and the assumption of certain specified liabilities of SmartPay. Epoint assigned all of its rights under the agreement to the Company on March 7, 2018. The SmartPay MIPA provides for certain termination rights of the parties, including termination by a party if the closing does not occur on or before May 15, 2018 (the “Outside Termination Date”)

On ~~April~~May 1810, 2018, ~~Genesis~~the ~~Financial~~Purchaser, ~~Inc.~~Seller (and the “Company” (as successor-in-interest to Epoint) ~~dismissed~~entered ~~Fruci~~into &a ~~Associates~~first ~~II,~~amendment ~~PLLC~~to the SmartPay MIPA (the “~~Fruci~~Amendment”) as ~~its~~pursuant ~~independent~~to ~~registered~~which ~~public~~the ~~accounting~~Outside ~~firm,~~Termination ~~effective~~Date ~~April~~was 18extended to July 15, 2018. ~~The~~In ~~decision~~addition, under tothe ~~dismiss~~amendment, ~~Fruci~~the ~~was~~Seller ~~taken~~is byauthorized to terminate the ~~Board~~ ofagreement ~~Directors~~if (the ~~“Board”)~~parties ofdo ~~the~~not ~~Company.~~reach ~~Fruci~~agreement ~~was~~on ~~previously~~or ~~engaged~~before byJune 1, ~~the~~2018 ~~Company~~with asrespect ~~its~~to ~~independent~~the ~~accounting firm~~retention onof ~~April~~certain 12SmartPay employees, ~~2017.~~and ~~The~~by ~~report~~June of15, ~~Fruci~~2018, onif the ~~financial~~Company ~~statements~~shall ofnot have either delivered to the ~~Company~~Seller a firm financing commitment for an amount sufficient to fund the ~~past~~purchase ~~fiscal~~price ~~year~~or ~~contained~~shall nonot ~~adverse~~have remitted ~~opinion~~to orthe ~~disclaimer~~Seller of$100,000 ~~opinion~~on ~~and~~account ~~was~~of ~~not~~the ~~qualified~~purchase orprice. ~~modified~~Except as ~~to uncertainty~~amended, ~~audit~~the ~~scope~~terms orof ~~accounting~~the ~~principles~~SmartPay MIPA remain unchanged.

~~During~~The ~~the~~foregoing ~~most~~summary ~~recent fiscal year and through any subsequent interim period preceding such dismissal, there have been no disagreements with Fruci on any matter~~ of ~~accounting~~the ~~principles~~Amendment ordoes ~~practices, financial statement disclosure or auditing scope or procedure, which disagreements if~~ not ~~resolved~~purport to ~~the~~be ~~satisfaction~~complete ofand ~~Fruci~~is ~~would~~qualified ~~have~~in ~~caused~~its itentirety toby ~~make~~ reference to the ~~subject~~text ~~matter~~ of the ~~such~~Amendment ~~disagreements~~filed inas ~~their~~Exhibit ~~reports~~10.1 onto ~~the~~this ~~financial~~Form ~~statements~~8-K ~~for~~and ~~such~~incorporated ~~years~~by reference herein.

During the most recent fiscal year and any subsequent interim period preceding such dismissal, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has requested that Fruci furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated April 18, 2018, is filed as Exhibit 16 to this Current Report on Form 8-K.

On April 18, 2018, the Board engaged Peterson Sullivan LLP (“Peterson”) as the independent registered public accounting firm, effective April 18, 2018, for the Company for the fiscal year ending December 31, 2018. During the last two fiscal years and through and the subsequent interim period through the engagement of Peterson, neither the Company nor anyone on its behalf consulted with Peterson regarding (i) the application of accounting principles to a specified transaction or transactions, either completed or proposed, or the type of audit opinion Peterson might render on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item, or a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
16		Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission dated April 18, 2018 regarding change in certifying accountant.
10.1		First Amendment to Membership Interest Purchase Agreement dated May 10, 2018 by and among Genesis Financial Inc., WNLI Holdings, Inc. and SmartPay Leasing LLC.

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.

GENESIS FINANCIAL, INC. By: /s/ Roy Rose Chief Executive Officer

	GENESIS FINANCIAL, INC.

	By:	/s/ Roy Rose
		Chief Executive Officer
May 16, 2018

April 18, 2018

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