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) ~~July~~December 2423, 2014

HORIYOSHI WORLDWIDE INC.
(Exact name of registrant as specified in its charter)

Nevada	000-53976	98-0513655
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

506 S. Spring Street #13575, Los Angeles, California, USA	90013
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(213) 741-1920

~~Registrant’s telephone number, including area code (213) 741-1920~~ N/A

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

2Item 4.01 Changes in Registration’s Certifying Accountant

Item 1.01	Entry into Material Definitive Agreement
Item 3.02	Unregistered Sales of Equity Securities

Horiyoshi Worldwide, Inc. (the “Company”) was recently advised by its independent registered accounting firm, EFP Rotenberg, LLP (“EFPR”), of its intention to cease serving as the Company’s independent registered public accounting firm upon the Company identifying a successor firm. The Company understands that the basis for EFPR’s decision is that EFPR has made a strategic decision to serve public companies in roles other than as the independent auditor. On December 22, 2014 the Company engaged MaloneBailey, LLP ("MaloneBailey") as the Company's independent registered public accounting firm, and EFPR resigned as the Company's independent registered public accounting firm. MaloneBailey is headquartered in Houston, Texas. The decision to engage MaloneBailey was approved by the audit committee of the Company’s board of directors. EFPR has informed the Company that it will cooperate and assist with an orderly transition of audit firms and the Company has authorized EFPR to respond fully to any inquiries of the successor auditor.

AsEFPR’s reports on the financial statements of ~~March~~the ~~31,~~Company ~~2014,~~for each ~~our~~of ~~company~~the ~~was~~past ~~indebted~~two tofiscal ~~Lonestar Capital~~years ~~Limited~~have ~~for~~neither ~~$1,807,610~~contained inan ~~respect~~adverse opinion or a disclaimer of ~~loans~~opinion, ~~advanced~~nor tobeen ~~us.~~qualified Onor ~~July~~modified 24as to uncertainty, audit ~~2014,~~scope weor ~~entered~~accounting ~~into~~principles, aexcept ~~debt~~that, ~~settlement~~the ~~and~~reports ~~subscription~~included ~~agreement~~an ~~pursuant to~~explanatory ~~which~~paragraph ~~Lonestar~~with ~~Capital~~respect ~~agreed~~ to ~~accept,~~the inuncertainty ~~repayment~~as ofto ~~$450,000~~the ofCompany’s ~~debt,~~ability to ~~22,500,000~~continue ~~restricted~~as ~~common~~a ~~shares~~going inconcern. ~~our~~During ~~capital~~the ~~stock~~past attwo afiscal ~~deemed~~years ~~price~~and ofin the ~~$0.02~~subsequent ~~per~~interim ~~share~~period ~~($450~~through December 23,~~000~~ in2014, ~~the~~there ~~aggregate~~were (i). ~~The~~no disagreements ~~securities~~with ~~issued~~EFPR toon ~~Lonestar Capital~~any ~~were~~matter ~~issued~~of toaccounting aprinciples ~~non-US~~or ~~persons~~practices, financial ~~(as~~statement ~~that~~disclosure ~~term~~or isauditing ~~defined~~scope inor ~~Regulation~~procedure, Swhich ofdisagreements, ~~the~~if ~~Securities~~not ~~Act~~resolved to the satisfaction of ~~1933)~~EFPR, inwould anhave ~~offshore~~caused ~~transaction~~it to ~~relying~~make onreference ~~Regulation S~~to the subject matter of the ~~Securities~~disagreements ~~Act~~in ofconnection ~~1933~~with its reports, asand ~~amended.~~(ii) ~~Lonestar~~there ~~Capital~~were no reportable events (as that term is andefined in ~~affiliate~~Item 304(a)(1)(v) of ~~our~~ ~~company.~~Regulation AsS-K), aexcept ~~result~~that, ofEFPR advised the ~~transactions~~Company that ~~described~~there were material weaknesses in ~~this~~its ~~report~~internal ~~Lonestar~~controls over financial ~~Capital~~reporting, ~~owns~~which the Company agreed with and ~~controls~~disclosed ~~approximately~~in ~~44.85%~~its ofForm ~~our~~10-K’s ~~issued~~for the years ended December 31, 2013, and ~~outstanding common~~2012, ~~shares~~respectively.

~~Also~~The onCompany ~~July~~provided ~~24,~~EFPR ~~2014 we entered into subscription agreements~~ with 14a ~~subscribers~~copy ~~for~~of the ~~issuance~~disclosures ofmade in ~~27,892,098~~this ~~common~~Current ~~shares~~Report aton ~~deemed~~Form ~~price of~~8-K ~~$0.01~~and ~~per~~requested ~~share~~that ~~($27,892.10~~EFPR infurnish ~~the~~a ~~aggregate). The 27,892,098 shares were~~letter ~~issued~~addressed into ~~partial~~the ~~compensation~~Securities ~~for~~and ~~consulting~~Exchange ~~services~~Commission ~~rendered~~stating towhether ~~our~~or ~~company~~not it byagrees with the ~~subscribers~~disclosures. ~~15,672,098~~A copy of ~~these~~such ~~shares~~letter, ~~issued~~dated ~~were~~December ~~issued~~23, to2014, ~~11 non-US~~is ~~persons~~filed inas anExhibit ~~offshore~~16.1 ~~transaction~~to ~~relying~~this ~~on Regulation S of the Securities Act of 1933, as amended~~report.

~~The~~During ~~balance~~the oftwo ~~12,220,000~~most ~~shares~~recent ~~were~~fiscal ~~issued~~years toand 3in USthe ~~persons~~subsequent ~~relying~~interim onperiod ~~the~~through ~~exemptions~~December ~~from~~22, ~~registration~~2014, ~~provided~~the byCompany ~~Section~~has ~~4(2)~~not ofconsulted ~~the~~with ~~Securities~~MaloneBailey, ~~Act~~LLP ofwith ~~1933~~respect ~~and~~to ~~upon~~the ~~Rule~~application ~~506~~ of accounting ~~Regulation~~principles Dto ofa ~~the~~specified ~~Securities Act of 1933. Of these~~transaction, ~~200,000~~either ~~were~~completed ~~issued~~or ~~to our Director~~proposed, or ~~Raymond~~the ~~Catroppa, 5,820,000~~type ~~were~~of ~~issued~~audit toopinion ~~our~~that ~~Director~~would ~~and~~have ~~Chief~~been ~~Financial~~rendered ~~Officer,~~on ~~Darren~~the Company’s ~~Takemoto,~~consolidated ~~and~~financial 6statements,~~200,000~~ ~~were~~or ~~issued~~any toother ~~our~~matters ~~Director,~~set ~~President~~forth ~~and~~in ~~Chief~~Item ~~Executive~~304(a)(2)(i) ~~Officer,~~or ~~Kerry~~(ii) ~~Chung~~of Regulation S-K.

AsItem a9.01 ~~result~~Financial ofStatements ~~the~~and ~~above issuances, we had 51,202,278 common shares outstanding as at the date of this report.~~Exhibits

Item 9.01	Financial Statements and Exhibits
10.1	Form of Settlement and Subscription Agreement.

(d) Exhibits

SIGNATURES

Exhibit No.	Document
16.1	EFPR letter to SEC dated December 23, 2014

~~Pursuant~~SIGNATURES ~~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.~~

~~HORIYOSHI~~Pursuant ~~WORLDWIDE~~to ~~INC~~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.

~~/s/Kerry~~HORIYOSHI ~~Chung~~WORLDWIDE ~~Kerry~~INC. ~~Chung President and Chief Executive Officer Date: July 28, 2014~~

By: /s/ Darren Takemoto
Darren Takemoto
Chief Financial Officer
Date: December 23, 2014

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