UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~the~~June ~~Securities~~8, ~~Exchange~~2018 ~~Act~~(June of5, ~~1934~~2018)

Date of Report (Date of earliest event reported): April 26, 2018 (April 23, 2017)

NOTES, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-217428	~~333-217428~~611816175	~~611816175~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(IRS Employer Identification No.)~~
44 Davis Street Seekonk, Massachusetts			02771
	44 Davis Street
(Address of principal executive offices)			(Zip Code)
	Seekonk, Massachusetts	02771
	(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (775) 473-6328

~~112~~Not ~~North Curry Street~~Applicable

Carson City, Nevada 89703

(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 to 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

~~The~~(a) ~~information contained~~Dismissal inof ~~Item~~Independent ~~5.01~~Registered ~~below~~Public ~~relating to the agreement described therein is incorporated herein by reference.~~Accounting Firm

~~Item~~On June 5, 2018, Notes, Inc.~~01.~~ ~~Changes~~(the in“Company”), with ~~Control~~the approval of ~~Registrant~~the Board of Directors of the Company (the “Board”), dismissed Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm.

~~Pursuant to~~Fruci’s aaudit ~~Stock~~report ~~Purchase~~on ~~Agreement (~~the ~~“Purchase~~Company’s financial ~~Agreement”),~~statements ~~effective~~ as of ~~April 23, 2018, by~~ and ~~among~~for ~~Notes, Inc.,~~the afiscal ~~Nevada~~year ~~corporation~~ended ~~(the~~March ~~“Company”)~~31, H.2017 ~~Charles~~did ~~Tapalian~~not ~~(the~~contain ~~“Purchaser”),~~any ~~and~~adverse ~~each~~opinion ofor ~~the sellers~~a ofdisclaimer ~~shares~~ of ~~common stock~~ opinion, ~~par~~nor ~~value~~was ~~$0.001,~~it ofqualified ~~the~~or ~~Company~~modified ~~(the “Common Stock”) listed~~ as ~~signatories~~ to ~~the~~ ~~Purchase Agreement~~uncertainty, ~~including~~audit ~~Inderjit~~scope ~~Aujala,~~or ataccounting ~~such~~principles, ~~time~~except ~~the~~that ~~Company~~Fruci’s ~~sole officer and director (collectively,~~report ~~the~~for ~~“Sellers”),~~ the ~~Sellers~~fiscal ~~sold~~year toended ~~the Purchaser~~March ~~an aggregate of 3~~31,~~490,000~~ ~~shares~~2017 ofincluded ~~Common~~an ~~Stock~~explanatory ~~(the~~paragraph ~~“Shares”),~~describing ~~which Shares represent 99.7% of~~ the ~~issued~~ ~~and~~existence ~~outstanding shares~~ of ~~Common~~conditions ~~Stock (the~~that ~~“Transaction”). The~~raise ~~Purchaser paid the Sellers an aggregate of Three Hundred Twenty Five Thousand Dollars ($325,000) as consideration~~substantial ~~for~~doubt ~~the~~about ~~Shares. The Transaction closed on April 23, 2018. Following~~ the ~~consummation of the Transaction, the Purchaser holds 99.7% of the voting securities of the~~ Company,’s ~~based~~ability onto ~~3,500,000~~continue ~~shares of Common Stock issued and outstanding~~ as ~~of the date hereof, resulting in~~ a ~~change~~going ~~of control of the Company~~concern. ~~The Purchaser paid the consideration for the Shares from his personal funds.~~

~~The Purchase~~During ~~Agreement~~the ~~contains~~Company’s ~~customary~~fiscal ~~terms~~year ended March 31, 2017 and ~~conditions~~through ~~for~~June a5, ~~transaction~~2018, the Company has not had any disagreement with Fruci on any matter of ~~this~~accounting principles ~~type~~or practices, ~~including~~financial ~~representations~~statement disclosure or auditing scope or procedures, ~~warranties~~which disagreement, if not resolved to ~~and~~Fruci’s ~~covenants.~~satisfaction, ~~The~~would ~~foregoing~~have ~~description~~caused Fruci to make reference to the subject matter of the ~~Purchase~~disagreement ~~Agreement~~in ~~does~~their ~~not~~reports on ~~purport~~the toCompany’s befinancial ~~complete~~statements and is ~~subject~~the toCompany’s condensed financial statements for interim periods ended June 30, ~~and~~2017, ~~qualified~~September in30, ~~its~~2017 ~~entirety~~and byDecember ~~reference~~31, to2017. In addition, during the ~~full~~Company’s ~~text~~fiscal ofyear ~~the~~ended ~~Purchase~~March ~~Agreement~~31, ~~which~~2017 isand through ~~attached~~June 5, 2018, there were no “reportable events” as ~~Exhibit 10.1~~that ~~and~~term is ~~incorporated~~defined ~~herein~~in byItem ~~reference~~304(a)(1)(v) of Regulation S-K.

The Company provided Fruci with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Fruci furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 54.0201(a). A ~~Departure~~copy of ~~Directors~~Fruci’s orletter, ~~Certain~~dated ~~Officers;~~June ~~Election~~8, of2018, ~~Directors;~~is ~~Appointment~~filed ofas ~~Certain~~Exhibit ~~Officers;~~16.1 ~~Compensatory~~to ~~Arrangements~~this ofCurrent ~~Certain~~Report ~~Officers~~on Form 8-K.

In connection with the consummation of the Transaction, on April 23, 2018, Inderjit Aujula resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, effective immediately, and as a director of the Company, effective as of ten (10b) ~~days~~Engagement ~~following the date on which the Company will file a Schedule 14F-1, pursuant to Section 14(f)~~ of ~~the~~New ~~Securities~~Independent ~~Exchange~~Registered ~~Act~~Public ~~of 1934, as amended, and Rule 14f-1, with the Securities and~~Accounting Exchange Commission, and the mailing of the same to the holders of record of the Company. Mr. Aujala’s resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.Firm

~~In connection~~On ~~with~~June ~~the Transaction~~5, ~~on April 23,~~ 2018, the ~~board~~Company ofengaged, with ~~directors of~~ the ~~Company~~approval ~~appointed~~of ~~Mr. Tapalian as~~ the ~~Company’s~~ ~~Chief Executive Officer~~Board, ~~President,~~Citrin ~~Secretary~~Cooperman ~~and~~& ~~Treasurer. Additionally~~Company, onLLP ~~April~~(“Citrin ~~23,~~Cooperman”) ~~2018,~~as the ~~board~~Company’s ofnew ~~directors~~independent ~~appointed~~registered ~~Mr. Tapalian~~public asaccounting afirm, ~~director~~commencing ofwith the ~~Company~~fiscal toyear ~~take~~ended ~~effect~~March in31, ~~accordance with Rule 14f-1~~2018.

~~Mr.~~During the Company’s most recent ~~Tapalian~~fiscal isyears ~~not~~ended ~~currently~~March ~~compensated~~31, ~~for~~2018 ~~serving~~and in2017 and through June 5, 2018, neither the Company nor anyone on its behalf consulted with Citrin Cooperman on any matter relating to either (i) the application of ~~his~~accounting ~~positions~~principles asto ana ~~officer~~specific ~~and~~transaction, ~~director~~either completed or proposed, or the type of audit opinion that might be rendered on the Company~~. There~~’s ~~are~~financial statements, and no written ~~arrangements~~report or ~~understandings~~oral ~~between~~advice ~~Mr.~~was ~~Tapalian~~provided ~~and~~by ~~any~~Citrin ~~other~~Cooperman ~~persons~~to ~~pursuant~~the toCompany ~~which~~that heCitrin Cooperman concluded was ~~selected~~an asimportant anfactor ~~officer~~considered ~~and~~by ~~director~~the ofCompany in reaching a decision as to the ~~Company.~~accounting, ~~There~~auditing isor nofinancial ~~family~~reporting ~~relationship~~issue, ~~among~~or (ii) any matter that was the subject of ~~our~~a ~~current~~disagreement or(as ~~former~~that ~~directors~~term ~~or executive~~is ~~officers.~~defined ~~There~~in ~~have~~Item ~~been~~304(a)(1)(iv) noof ~~transactions~~Regulation ~~regarding~~S-K ~~Mr.~~and ~~Tapalian~~the ~~that~~related instructions) ~~are~~or ~~required~~a to“reportable beevent” ~~disclosed~~(as ~~pursuant~~that toterm is defined in Item ~~404~~ 304(a)(1)(v) of Regulation S-K).

~~The business~~Item ~~experience of Mr~~9.01 ~~Tapalian~~Financial isStatements asand ~~follows:~~Exhibits

~~H. Charles~~(d) ~~Tapalian~~Exhibits.

Chief Executive Officer, President, Secretary, Treasurer and Director

Exhibit No.	Description
16.1	Letter to Securities and Exchange Commission from Fruci & Associates II, PLLC, dated June 8, 2018

Mr. Tapalian, age 79, a real estate developer with over 50 years of experience, was appointed as the President, Chief Executive Officer, Secretary and Treasurer of the Company on April 23, 2018. Mr. Tapalian has served as the Manager of R.I. Seekonk Holdings, LLC, a real estate development and leasing company, since April 2003, and as the Manager of MSI Holdings, LLC, a residential real estate leasing company, since March 2002. Mr. Tapalian, formerly a Registered Professional Engineer, also has over 20 years of construction and engineering experience. Mr. Tapalian received a B.S. in civil engineering and a M.S. in soils and structures from the University of Rhode Island. Mr. Tapalian also completed course work towards a Ph.D. in materials science at the University of Connecticut and course work towards an advanced degree in ocean engineering at the University of Rhode Island.2

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits~~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.

Exhibit No.		Description
June 8, 2018	Notes, Inc.
10.1†		Stock Purchase Agreement, dated April 23, 2018, by and among the Company, the Purchaser and the Sellers.
	By:	/s/ H. Charles Tapalian
	Name:	H. Charles Tapalian
	Title:	President and Chief Executive Officer

† The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 26, 2018	Notes, Inc.
	By:	/s/ H. Charles Tapalian
	Name:	H. Charles Tapalian
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1†		Stock Purchase Agreement, dated April 23, 2018, by and among the Company, the Purchaser and the Sellers.

Filing Compare · RISB Properties, Inc.