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~~July 1124, 2017 ~~(August 22, 2017)~~

CSA HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-55550

68-0683334

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4704 Harlan Street, Suite ~~520~~101

Denver, CO 80212

(Address of Principal Executive Offices) (Zip Code)

(720) 536-5824

(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 of the registrant under any of the following provisions (see General Instruction A.2. below):

☐¨ 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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

~~On August 22, 2017, CSA Holdings, Inc.~~ (~~the “Company”) entered into~~ a ~~Debt Conversion, Accord and Satisfaction Agreement with Adriatic Advisors, LLC (“Adriatic”~~) ~~and~~Dismissal ~~Jelena Doukas (“Doukas”). The Agreement provided for issuance~~ of ~~8,000,000~~Previous ~~shares~~Independent of common stock of the Company in exchange for the cancellation of certain debt obligations of the Company and a mutual release of potential claims between the parties to the agreement. A copy of the Debt Conversion, Accord and Satisfaction Agreement by and among the Company, Adriatic, and Doukas is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms contained in this agreement is qualified in its entirety by reference to Exhibit 10.1. Accountant

On ~~August~~July 2224, 2017, ~~the~~CSA ~~Company~~Holdings ~~entered~~Inc. ~~into~~(“the aCompany”) ~~Debt~~dismissed ~~Conversion,~~WSRP ~~Accord and Satisfaction Agreement with Pure Energy 714,~~ LLC (“~~Pure Energy~~WSRP”). ~~The~~as ~~Agreement~~the ~~provided~~Company’s ~~for~~independent ~~issuance~~registered ofaccounting 7firm,~~000,000~~ ~~shares~~effective ofimmediately. ~~common~~WSRP ~~stock~~engagement ofended ~~the~~with ~~Company in exchange for~~ the ~~cancellation~~filing ofon ~~certain~~April ~~debt~~26, ~~obligations~~2017 of the Company’s ~~and~~Form a10-K ~~mutual~~for ~~release of potential claims between~~ the ~~parties~~audit toperiod ~~the~~as ~~agreement. A copy~~ of ~~the Debt Conversion, Accord~~ and ~~Satisfaction~~for ~~Agreement by and among~~ the ~~Company~~year ~~and~~ended ~~Pure~~December ~~Energy~~31, ~~is filed as Exhibit 10~~2015.2 toWSRP ~~this~~was ~~Current~~formally ~~Report~~dismissed ~~on Form 8-K and is incorporated herein~~ by ~~reference.~~the ~~The~~Company’s ~~foregoing~~Board ~~summary~~ of ~~the~~Directors ~~terms~~on ofJuly ~~the~~24, ~~mutual release contained in this agreement is qualified in its entirety by reference to Exhibit 10~~2017.2.

OnDuring ~~August 24, 2017,~~ the ~~Company~~years ~~entered~~ended ~~into~~December a31, ~~Stock~~2015 ~~Purchase~~and ~~Agreement~~December ~~with~~31, ~~Emil~~2014 ~~Assentato~~and ~~(“Assentato”). The Agreement provided for~~ the ~~purchase~~interim ~~and~~period ~~issuance~~through ofApril 1026,~~756~~ 2017,~~528~~ ~~shares~~there ofwere ~~restricted~~no ~~common~~(i) ~~stock~~disagreements ofwith ~~the~~WSRP ~~Company~~on toany ~~Assentato~~matter ~~for~~of aaccounting ~~purchase~~principles ~~price~~or ~~of $300~~practices,~~000.~~ Afinancial ~~copy~~statement ofdisclosure, ~~the~~or ~~Stock~~auditing ~~Purchase~~scope ~~Agreement~~or byprocedure, ~~and~~which ~~among~~disagreements ~~the~~if ~~Company~~not ~~and~~resolved ~~Assentato~~to istheir ~~filed~~satisfaction, aswould ~~Exhibit~~have ~~10.3~~caused them to ~~this~~make ~~Current~~reference ~~Report~~to onthe ~~Form~~subject ~~8-K~~matter ~~and~~of isthe ~~incorporated~~disagreement ~~herein~~in byconnection ~~reference.~~with ~~The~~their ~~foregoing~~report, ~~summary~~or of(ii) ~~the~~reportable ~~terms~~events ~~this~~(as ~~agreement~~described ~~is qualified~~ in ~~its~~Item ~~entirety~~304(a)(1)(v) byof ~~reference~~Regulation ~~to Exhibit 10~~S-K).3.

OnThe ~~August~~audit ~~24,~~reports ~~2017,~~of WSRP on the Company’s ~~entered~~consolidated ~~into~~financial astatements ~~Termination~~as ~~Agreement~~of ~~with Dixie Holdings, LLC (“Dixie”)~~ and ~~James Willett (“Willett”). The Agreement provided~~ for ~~issuance of 4,333,333 shares of restricted common stock of~~ the ~~Company~~years toended ~~Dixie~~December ~~and 9~~31,~~100,000~~ ~~shares~~2015 ofand ~~restricted~~December ~~common~~31, ~~stock~~2014, ofdid ~~the~~not ~~Company~~contain toany ~~Willett~~adverse inopinion ~~exchange~~or ~~for~~a ~~the~~disclaimer ~~cancellation~~ of ~~repayment~~opinion, ~~obligations~~nor ofwere ~~the~~they ~~Company~~qualified inor ~~the~~modified ~~amount~~as ofto ~~$403~~uncertainty,~~000~~ ~~arising~~audit ~~under~~scope, ~~the~~or ~~Unit~~accounting ~~Purchase~~principles ~~Agreement~~except ~~between~~that ~~CSA,~~such ~~LLC,~~reports acontained ~~wholly-owned~~an ~~subsidiary~~uncertainty ofabout the Company,’s ~~Dixie~~ability ~~and~~to ~~Willett~~continue ~~dated~~as ~~October~~a ~~15,~~going ~~2013~~concern. AWSRP’s ~~copy~~audit ofincluded ~~the~~consideration ~~Termination~~of ~~Agreement~~internal bycontrol ~~and~~over ~~among~~financial ~~the~~reporting ~~Company,~~as ~~Dixie,~~a ~~and~~basis ~~Willett~~for isdesigning ~~filed~~audit asprocedures ~~Exhibit~~that ~~10.4~~are toappropriate ~~this~~in ~~Current~~the ~~Report~~circumstances, onbut ~~Form~~not ~~8-K~~for ~~and~~the ispurpose ~~incorporated~~of ~~herein~~expressing byan ~~reference.~~opinion ~~The~~on ~~foregoing summary of~~ the ~~terms~~effectiveness of the ~~mutual~~Company’s ~~release~~internal ~~contained~~control inover ~~this~~financial ~~agreement~~reporting isand ~~qualified~~WSRP indid ~~its~~not ~~entirety~~express byany ~~reference~~such ~~to Exhibit 10~~opinion.4.

On August 24, 2017, the Company entered into a Stock Purchase Agreement with Willett. The Agreement provided for the purchase and issuance of 1,333,333 shares of restricted common stock of the Company to Willett for a purchase price of $40,000. [A ~~copy~~letter offrom ~~the~~WSRP ~~Stock Purchase Agreement by and among the Company and Assentato~~ is ~~filed~~attached as Exhibit 1016.51 to this ~~Current Report on~~ Form 8-K ~~and is incorporated herein by reference~~. ~~The foregoing summary of the terms this agreement is qualified in its entirety by reference to Exhibit 10.5~~]

~~Item~~(b) ~~1.02~~Engagement ~~Termination~~ of aNew ~~Material~~Independent ~~Agreement.~~Accountant

On ~~August~~July 24, 2017, the ~~Company~~Board ~~terminated~~of ~~the~~Directors ~~Unit Purchase Agreement between CSA, LLC, a wholly-owned subsidiary~~ of the Company, ~~Dixie,~~approved ~~and~~the ~~Willett~~engagement ~~dated~~of ~~October~~Thayer ~~15,~~O’Neal ~~2013~~Company LLC (“~~Unit~~Thayer ~~Purchase Agreement~~O’Neal”). ~~Under~~as the ~~Unit Purchase Agreement, the~~ Company’s ~~was~~new toindependent ~~repurchase~~registered ~~certain~~public ~~equity~~accounting ~~ownership~~firm interests of CSA, LLC held by Dixie and Willett. The Company was in default of its obligations under the Unit Purchase Agreement in the amount of $403,000. The Unit Purchase Agreement was terminated pursuant to the Termination Agreement by and among the Company, Dixie, and Willett dated August 24, 2017 which provided for the ~~for issuance of 4,333,333 shares of restricted common stock of the~~ Company ~~to Dixie and 9,100,000 shares of restricted common stock of the Company to Willett in exchange for the cancellation of Company~~’s ~~repayment~~fiscal ~~obligations~~year ~~under~~ending ~~the~~December ~~Unit~~31, ~~Purchase Agreement~~2016.

2During the fiscal years ended December 31, 2015 and December 31, 2014, neither the Company nor anyone on its behalf consulted Thayer O’Neal regarding either (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 39.0201. ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

~~The~~ (d) ~~information set forth under Item 1~~Exhibits.01 ~~of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.~~

Item 5.07 Submission of Matters to a Vote of Security Holders.

Exhibit No.		Description of Exhibit

16.1		Letter dated Oct 24th, 2017 from WSRP to the Securities Exchange Commission

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.07. Each of the transactions described in Item 1.01 of this Current Report on Form 8-K were approved by shareholders holding a majority of the Company’s voting securities without a meeting via written consent dated August 22, 2017. The signed written consents representing a majority of the Company’s stock were obtained by means of a solicitation exempt from certain provisions of the proxy rules, pursuant to Rule 14a-2~~(b)(2). The final record of shares voted via the shareholder written consent is as follows:~~

Shares of Common Stock

For

Withheld

Against

Abstain

Broker Nonvotes

Authorize Debt Conversion, Accord and Satisfaction Agreements with Doukas and Pure Energy and Corresponding Issuance of Common Stock

67,222,716

N/A

Authorize Stock Purchase Agreement with Emil Assentato and Corresponding Issuance of Common Stock

67,222,716

N/A

Authorize Termination Agreement with Dixie and Willett and Corresponding Issuance of Common Stock

67,222,716

N/A

Authorize Stock Purchase Agreement with James Willett and Corresponding Issuance of Common Stock

67,222,716

N/A

SIGNATURE

AIn ~~copy~~accordance ofwith ~~the~~Section ~~form~~13 ofor ~~written~~15(d) ~~consent~~ of the ~~shareholders~~Securities isExchange ~~filed~~Act asof ~~Exhibit~~1934, ~~99.1~~as toamended, ~~this~~the ~~Current~~registrant ~~Report~~caused onthis ~~Form~~report ~~8-K~~to ~~and~~be issigned ~~hereby~~on ~~incorporated~~its behalf by ~~reference~~the ~~into~~undersigned, ~~this~~thereunto ~~Item~~duly 5authorized.~~07.~~

Item 9.01. Financial Statements and Exhibits.

	CSA Holdings Inc.


Date: October 24^th, 2017	By:	/s/ Thomas Siciliano
		Thomas Siciliano
		President

~~(d) Exhibits.~~3

Exhibit No.		Description of Exhibit
10.1		Debt Conversion, Accord and Satisfaction Agreement with Adriatic Advisors, LLC and Jelena Doukas dated August 22, 2017.
10.2		Debt Conversion, Accord and Satisfaction Agreement with Pure Energy 714, LLC dated August 22, 2017.
10.3		Stock Purchase Agreement with Emil Assentato dated August 24, 2017.
10.4		Termination Agreement with Dixie Holdings, LLC and James Willett dated August 24, 2017j.
10.5		Stock Purchase Agreement with James Willett dated August 24, 2017.
99.1		Form of Shareholder Written Consent dated August 22, 2017.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CSA Holdings Inc.
Date: September 11, 2017	By:	/s/ Thomas Siciliano
		Thomas Siciliano
		President

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