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): March 22, 2011 PrismOne Group, Inc (Exact name of registrant as specified in its charter)

Date of Report (Date of earliest event reported): June 24, 2010

PrismOne Group, Inc

(Exact name of registrant as specified in its charter)

Nevada	333-147835	20-8768424
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2295 South Hiawassee Rd., Suite 418 , Orlando, FL	32835
146 W. Plant Street, Suite 300, Winter Garden, Florida	34787
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 321-292-1000

___________________________________________________

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

[SECTION ~~] Soliciting~~4 ~~material~~– ~~pursuant~~Matters Related to ~~Rule~~Accountants ~~14a-12~~and ~~under the Exchange Act (17 CFR 240.14a-12)~~Financial Statements

[Item ~~] Pre-commencement~~4.01 ~~communications~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~14d-2(b) under the Exchange Act (17 CFR 240~~Accountant.~~14d-2(b))~~

[On ~~] Pre-commencement~~March ~~communications~~22, ~~pursuant~~2011, our Board of Directors dismissed Dejoya Griffith & Co., LLC as our independent registered public accounting firm and approved the engagement of the accounting firm of M&K CPAS, PLLC as our new independent registered public accounting firm. None of the reports of Dejoya Griffith & Co., LLC on our financial statements for either of the past two years or any subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to ~~Rule~~uncertainty, ~~13e~~audit scope or accounting principles, except that the audited financial statements contained in our Form 10-~~4(c)~~K ~~under~~for the ~~Exchange~~fiscal ~~Act~~year ~~(17~~ended ~~CFR~~December ~~240~~31, 2010 included a going concern qualification in our audited financial statements.~~13e-4(c))~~

~~SECTION~~During 8our –two ~~Other~~most ~~Events~~recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Dejoya Griffith & Co., LLC whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Dejoya Griffith & Co., LLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

~~Item~~The 8registrant has requested that Dejoya Griffith & Co.01, ~~Other~~LLC ~~Events~~furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.

OnDuring ~~January~~the ~~21,~~two ~~2010~~most ~~and~~recent onfiscal ~~February~~years ~~2, 2010, we announced a pending agreement to acquire Professional Interactive Entertainment~~ and the ~~its~~interim ~~related~~periods ~~entity~~preceding ~~known~~the asengagement ~~“GGL~~of ~~Global~~M&K ~~Gaming.” Although~~CPAS, ~~we entered into a letter agreement with these parties~~PLLC, we ~~were~~have ~~unable~~not toconsulted ~~reach~~M&K anCPAS, ~~accord~~PLLC regarding ~~certain~~any ~~material terms~~ of the ~~proposed~~matters ~~acquisition. After~~set ~~further~~forth ~~review~~in ofItem ~~the proposed transaction, both parties determined not to proceed with consummation of the transaction. Accordingly, on Juen 24, 2010, we entered into~~ 304(a)(2)(i) ~~written~~or ~~cancellation~~(ii) of ~~the~~Regulation ~~prior letter agreement and exchanged mutual releases with Professional Interactive Entertainment Corp~~S-K.

SECTION 95 – ~~Financial~~Corporate ~~Statements~~Governance and ~~Exhibits~~ Management.

Item 95.~~01 Financial~~02 ~~Statements~~Departure ~~and~~of ~~Exhibits~~Directors or Certain Officers.

Exhibit No.	Description
99.1	Cancellation of Letter Agreement

On March 22, 2011, we received notice that David Sylvester has resigned from our board of directors, effective immediately. Mr. Sylvester’s resignation was not because of a disagreement with the company.

2Section 9 – Financial Statements and Exhibits

~~SIGNATURES~~Item 9.01. Financial Statements and 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
16.1	Letter of Dejoya Griffith & Co., LLC

~~PrismOne Group, Inc~~SIGNATURES

~~/s/~~Pursuant ~~Samir~~to K.the ~~Burshan~~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.

~~Samir~~PrismOne K.Group, ~~Burshan~~Inc.

~~Chief~~/s/ ~~Executive~~Samir ~~Officer~~K. Burshan

~~Date: July~~Samir ~~15,~~K. ~~2010~~Burshan,

Chief Executive Officer

Date: March 24, 2011

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