UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~January 20~~July 10, ~~2005~~2012

ZANN CORP.

(Exact name of registrant as specified in its charter)


Nevada	000-28519	76-0510754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~1549 N.~~1000 ~~Leroy~~Country ~~St.,~~Club ~~Suite D-200,~~ Rd

~~Fenton~~Ann Arbor, MI ~~48430~~ 48105

(Address of principal executive offices, including zip code)

(~~810~~734) ~~714~~ 707-~~2978~~8524

(Registrant’s telephone number, including area code)

1549 N/A. Leroy St., Suite D-200,

Fenton, MI 48430

(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):


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 4.02~~SECTION ~~Non~~5 -~~Reliance~~ onCORPORATE ~~Previously~~GOVERNANCE ~~Issued~~AND ~~Financial Statements or a Related Audit Report or Completed Interim Review~~MANAGEMENT

~~On January~~ITEM 20, 2005, the Board of Directors of the Company (the “Board”) concluded that the accounting of the stock-based compensation transactions and stock issued in exchange for previously incurred debt had been recorded incorrectly5. ~~The~~01 ~~Board~~CHANGES ~~discussed~~IN ~~this~~CONTROL ~~matter~~OF ~~with the Company’s independent accountant, and the Company’s independent accountant and management were in agreement with respect to the Board’s conclusion~~REGISTRANT.

~~Accordingly, the~~On ~~Company~~July ~~has~~9, ~~restated~~2012, The ~~its~~Circuit ~~financial~~Court ~~statements~~ for ~~the~~Genesse ~~fiscal~~County ~~year~~Michigan ~~ended December~~(Case ~~31, 2003 and each of the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003~~No. ~~Such restated financial statements have been filed with the Company’s Annual Report on Form 10~~12-~~KSB~~97709-CR) ~~for~~appointed ~~the~~Peter ~~year~~Klamka ~~ended~~as ~~December 31, 2004 and each of~~ the ~~Company’s~~Receiver ~~Quarterly Reports on Form 10-QSB~~ for the ~~quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and are incorporated herein by reference~~corporation. The reasons for, and financial impact of, the adjustments are described in Note S of the Notes to Financial Statements set forth herein and in Item 6 “Management's Discussion and Analysis or Plan of Operation". Previously issued financial statements for such periods should not be relied upon.

~~None of the~~In ~~adjustments resulting from~~ the ~~restatement~~order, ~~had~~Mr. ~~any~~Klamka ~~impact~~has onthe ~~cash~~authority ~~balances for~~to ~~any~~manage ~~period. However,~~ the ~~Company's~~affairs ~~consolidated balance sheet and statement~~ of ~~cash flows were restated to reflect~~ the ~~restated~~company ~~net~~including ~~loss~~as ~~and~~necessary ~~revisions to certain balance sheet accounts~~restructuring.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 9, 2012, Mr. Klamka dismissed Robert C. Simpson as the sole officer and director and assumed those roles himself pursuant to the court order.

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.

ZANN CORP By: /s/ George Betts George Betts Chief Financial Officer



		ZANN CORP
Date: July 10, 2012	By:	/s/ Peter Klamka
		Peter Klamka
		President and Chief Executive Officer

~~Date: June 9, 2006~~3

INDEX OF EXHIBITS


		Order from Circuit Court

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