UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~February~~April 2015

Commission File Number: 001-35105

PRIME ACQUISITION CORP.

(Translation of registrant's name into English)

No. 322, Zhongshan East Road

Shijiazhuang

Hebei Province, 050011

People’s Republic of China

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x [X] Form 40-F ¨[_]

Indicate by check mark if the registrant is submitting the ~~Form~~ Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨[_]

Indicate by check mark if the registrant is submitting the ~~Form~~ Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨[_]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ [_] No x [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

~~Changes~~Non-Reliance inon ~~registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review

On ~~January~~April 2924, 2015, ~~the~~ the Board of Directors of Prime Acquisition Corp. (“Prime”) ~~voted~~determined tothat ~~dismiss~~reliance ~~its~~should ~~independent~~not ~~registered~~be ~~public~~placed ~~accounting~~on its financial ~~firm~~statements ~~WeiserMazars~~for ~~LLP~~the ~~(“WM”).~~year Onended ~~January~~December 2931, ~~2015,~~2013 due to Prime ~~engaged~~correcting ~~Marcum~~certain ~~LLP~~errors ~~(“Marcum”)~~in asthe ~~its~~recording ~~new~~of ~~independent~~Prime’s business ~~registered~~combination ~~public~~on ~~accounting~~September ~~firm~~30, 2013. Intangible assets and certain liabilities were incorrectly recognized in the purchase price allocation. The ~~decision~~value toof ~~retain~~these ~~Marcum~~intangible assets was ~~approved~~already byincluded ~~Prime’s~~in ~~Board~~the valuation of ~~Directors~~the investment properties.

~~WM’s~~The ~~report~~adjustments onwill derecognize ~~Prime’s~~the ~~financial~~net ~~statements~~intangible ~~for~~assets ~~the~~of ~~fiscal~~$5,700,127 ~~year~~and ~~ended~~net ~~December~~below-market ~~31,~~lease ~~2013~~liability ~~did~~of ~~not~~$694,908. ~~contain~~The anrelated ~~adverse~~intangible ~~opinion~~assets ~~or disclaimer~~amortization of ~~opinion~~$125,532, ~~nor~~and ~~was~~below-market itlease ~~qualified~~liability oramortization ~~modified~~of as$7,841 towill ~~uncertainty,~~be ~~audit~~reversed ~~scope~~and orreclassified ~~accounting~~into ~~principles,~~goodwill ~~except~~in ~~that~~connection to ~~the~~this ~~opinion~~derecognition. ~~of WM~~As ~~for~~a result, the ~~fiscal~~total ~~year~~goodwill ~~ended~~recognized ~~December~~will 31be increased from $1,791,548 ~~2013~~to ~~did~~$6,914,459. ~~include~~The a$5,122,911 increase ~~statement~~in ~~that~~goodwill ~~there~~will ~~was~~then ~~substantial~~be ~~doubt~~expensed as toimpairment ~~Prime’s~~of ~~ability~~goodwill on the consolidated statements of loss and comprehensive loss, bringing the total impairment of goodwill to ~~continue~~$6,914,459, asand aloss ~~going~~for ~~concern~~the year to $15,885,478.

~~During~~As ~~Prime's~~a ~~fiscal year~~result ~~ended~~of ~~December~~this 31correction, ~~2013 and~~ the ~~subsequent~~net ~~period~~loss ~~through~~for the ~~date~~year ofwill ~~WM’s~~increase ~~dismissal,~~from ~~there were no disagreements with WM on any matter of accounting principles or practices~~$10, ~~financial statement disclosure~~880,259 ~~or auditing scope or procedure which, if not resolved~~ to ~~WM’s satisfaction~~$15,885,478. ~~would~~The ~~have~~basic ~~caused~~and WMdiluted tonet ~~make~~loss ~~reference~~per toordinary ~~the~~share ~~subject matter of the disagreement(s) in~~will ~~connection~~increase ~~with~~from ~~its~~$3.58 ~~report~~to ~~on Prime’s consolidated financial statements for such period~~$5.23.

~~During~~This ~~Prime’s year~~correction ~~ended~~does ~~December~~not affect ~~31, 2013 and~~ the ~~subsequent period through the date of WM~~Company’s ~~dismissal,~~underlying ~~there~~business ~~were no “reportable events” (defined below) requiring disclosure pursuant to Item 16F(a)(1)(v) of Form 20-F~~operations. ~~As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 16F of Form 20-F.~~

Prime’s ~~provided~~Board ~~WM with~~of aDirectors ~~copy of the foregoing disclosures~~ and ~~has~~management ~~requested~~have ~~that~~discussed ~~WM review such disclosures and provide a letter addressed to~~ the ~~Securities and~~matters ~~Exchange~~described ~~Commission~~above ~~(“SEC”)~~with ~~as specified by Item 16F(a)(3) of Form 20-F. Incorporated by reference as Exhibit 16.1 is a copy of WM~~Prime’s ~~letter~~current ~~dated~~and ~~February~~prior ~~2, 2015, addressed to the SEC relating to the statements made by Prime~~auditors.

During Prime’s fiscal years ended December 31, 2014 and 2013 and through January 29, 2015, neither Prime nor anyone on its behalf consulted Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Prime’s consolidated financial statements, and neither a written report nor oral advice was provided to Prime that Marcum concluded was an important factor considered by Prime in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 304 of Regulation S-K) or a reportable event.

Termination of a Material Definitive Agreement

On December December 15, 2014, Prime, Prime Luxembourg S.A.R.L., Cesare Lanati, Stefano Lanati, Davide Rigamonte Bell Real Estate S.r.l. and IGS S.r.l. entered into an agreement which terminated the Transaction Value Agreement dated September 30, 2013 among them (the “TVA”). The TVA required the Company to make Messrs. Lanati, Lanati and Rigamonte and Bell Real Estate S.r.l. and IGS S.r.l. whole in the event that the average sales price of all of the shares that were issued to them were sold in public market transactions at less than $10 per share.

Financial Statements and Exhibits.

Exhibit Number	Exhibit Name
16.1	Letter from WeiserMazars LLP, dated February 2, 2015

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.

Dated: February 2, 2015	Prime Acquisition Corp.
	Prime Acquisition Corp.
	By: /s/ William Yu
Dated: April 29, 2015	By:	/s/ William Yu
	Name: William Yu
		Name: William YuTitle: Interim Chief Executive Officer
	Title: Interim Chief Executive Officer

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