UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 OR 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): January 10, 2013

~~Date~~Cephas ofHolding ~~Report~~Corp. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): September~~specified ~~28 2010~~in its charter)

Cephas Holding Corp



DE	000-24835	38-3399098
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)



2942 North 24^th Street Ste. 114-508 Phoenix, AZ		85016
(address of principal executive offices)		(zip code)

~~Delaware~~(623) 738-5792 (registrant’s telephone number, including area code)

Not Applicable (~~State~~former name or ~~Other~~former ~~Jurisdiction~~address, ofif ~~Incorporation~~changed since last report)

38-3399098

(Commission File Number)

(IRS Employer Identification Number)

2942 North 24th Street Ste. 114-508 Phoenix, AZ 85016

(Address of Principal Executive Offices)

734-274-5845

(Registrant’s Telephone Number, Including Area Code)

(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))

~~□ Soliciting~~FORWARD ~~material~~LOOKING ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)~~STATEMENTS

~~□ Pre-commencement~~ITEM ~~communications~~4.01. ~~pursuant~~Changes toin ~~Rule~~Registrant’s ~~14d-2(b)~~Certifying ~~under the Exchange Act (17CFR 240.14d-2(b))~~Accountant

~~□ Pre-commencement communications pursuant to Rule 13-e-4~~(c1) ~~under~~Previous ~~the~~Independent ~~Exchange Act (17 CFR 240.13e-4(c))~~Auditors:

~~Item 4~~a.01

~~Changes~~On inJanuary ~~Registrant’s~~10, ~~Certifying~~2013, ~~Accountant~~the Company was informed that our registered independent public accountant, Peter Messineo, CPA, of Palm Harbor Florida (“PM”) declined to stand for re-appointment. PM has merged his firm into the registered firm of Drake and Klein CPAs PA, as stated in (2) below.

On September 15, 2010, (1) Auditor Silberstein Ungar, PLLC (“S&U”) resigned as Cephas Holding Corps independent accountant responsible for auditing its financial statements the Company (2) retained Peter Messineo CPA as its new independent accountantsb.

~~Silberstein~~PM's ~~Ungar~~ report on the consolidated financial statements ~~of Cephas Holding Corp~~ for the years ended December 31, ~~2009~~2011 ~~did~~and ~~not~~2010 ~~contain~~contained anno adverse opinion or disclaimer of opinion, ~~nor~~and was itnot qualified or modified as to ~~uncertainty,~~ audit scope, or accounting ~~principles~~, except that ~~their reports for each of~~ the ~~years~~report ~~ended~~contained ~~December 31, 2009 included~~ an explanatory paragraph stating that ~~the~~there ~~company~~ was ~~a development-stage company and had not yet begun operations nor raised any monies to fund such operations. These factors raised~~ substantial doubt asabout to the ~~company'~~Company’s ability to continue as a going concern.

~~The company’s decision to r retain Peter Messineo was unanimously approved by Cephas Holdings’ board of directors~~c.

~~From~~Our Board of Directors participated in and approved the ~~date~~decision ofto change independent accountants. Through the ~~last~~period ~~audited~~covered by the financial ~~statements~~audit ~~through~~for the ~~date~~years ofended ~~dismissal~~December 31, ~~Cephas~~2011 ~~Holding~~and ~~Corp~~2010 ~~had~~and noincluding ~~disagreements,~~its ~~whether~~review orof ~~not~~consolidated ~~resolved~~financial statements of the quarterly periods through September 30, ~~Silberstein~~2012 ~~Ungar~~there have been no disagreements with PM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, disagreements if not resolved to the ~~Silberstein Ungar’s~~ satisfaction, of PM would have caused ~~Silberstein~~them ~~Ungar~~ to make reference tothereto in their report on the ~~subject~~financial ~~matter~~statements. Through the interim period January 10, 2013 (the date of decline to stand for re-appointment of the ~~disagreement~~former inaccountant), ~~connection~~there have been no disagreements with ~~its~~PM ~~report.~~on ~~There~~any ~~were~~matter noof ~~events~~accounting ~~otherwise~~principles ~~reportable~~or ~~under~~practices, ~~Item~~financial ~~304(a)(1)(iv)~~statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of ~~Regulation~~PM would ~~S-B~~have caused them to make reference thereto in their report on the financial statements.

During the most recent fiscal year of Cephas Holding Corp did not consult Silberstein Ungar regarding the application of accounting principles, to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Cephas Holding Corp’s financial statementsd.

~~Cephas~~We ~~Holding~~have ~~Corp~~authorized ~~provided~~PM ~~Silberstein~~to ~~Ungar~~respond ~~with~~fully ato ~~copy~~the ofinquiries ~~this report. Attached as Exhibit 16.1 is a copy~~ of ~~a letter from Silberstein Ungar agreeing with~~ the ~~statements~~successor ~~made in this report.~~accountant

~~Item 9~~e.

~~Financial~~During ~~Statements~~the years ended December 31, 2011 and ~~Exhibits~~2010 and the interim period through January 10, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

~~Exhibit No~~f.

~~Description~~The Company provided a copy of the foregoing disclosures to PM prior to the date of the filing of this Report and requested that PM furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

~~16.1~~(2) New Independent Accountants:

~~Letter dated September 28, 2010, from Silberstein Ungar the Securities and Exchange Commission~~a.

~~SIGNATURE~~On January 10, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA (“DKM”) of Clearwater, Florida, as its new registered independent public accountant. During the years ended December 31, 2011 and 2010 and prior to January 10, 2013 (the date of the new engagement), we did not consult with DKM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by DKM, in either case where written or oral advice provided by DKM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~Pursuant~~ITEM to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Cephas Holding Corp~~ a.

~~Dated:~~None

~~September 28, 2010~~b.

~~By:~~Exhibits

Peter Klamka



NUMBER	EXHIBIT
16.1	Letter from Peter Messineo, CPA, dated January 10, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

~~Peter Klamka, President~~2

~~Exhibit 16.1~~SIGNATURES

~~Silberstein~~Pursuant ~~Ungar~~to the requirements of the Securities Exchange Act of 1934, ~~PLLC~~the ~~CPAs~~Registrant ~~and~~has ~~Business~~duly ~~Advisors~~caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Phone (248) 203-0080



	CEPHAS HOLDING CORP.


Dated: January 10, 2013	/s/
	PETER KLAMKA
	Chief Executive Officer

~~Fax (248) 281-0940~~3

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

September 28, 2010

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-7561

Re: Cephas Holding Corp. -- SEC File No. 000-24835

Dear Ladies and Gentlemen:

We have read the statements of Cephas Holding Corp. in Item 4.01 on Form 8-K to be filed on or about September 28, 2010 and are in agreement with such statements as they pertain to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.

Yours truly,

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

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