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): ~~January~~May 3129, 2008

Orange REIT, Inc.
(Exact name of registrant as specified in its charter)


Maryland	333-131677	20-3749435
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


78 Okner Parkway, Livingston, New Jersey		07039
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 597-6433

(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:

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 41.0102 ~~Changes~~Termination inof ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

On May 29, 2008, Orange REIT, Inc. (a“the Company”) and J.P. Turner & Company, LLC (“J.P. Turner”) mutually terminated the Agency Agreement, dated February ~~Resignation~~14, 2007, which appointed J.P. Turner as the managing dealer of the ~~Registrant~~Company’s ~~Independent~~“best ~~Registered~~efforts” ~~Public~~public ~~Accounting~~offering ~~Firm~~of its common stock (the “Offering”). J.P. Turner has agreed to withdraw as the managing dealer of the Offering and return the unearned portion of all fees received from the Company or its affiliates, less all amounts paid or reimbursed to J.P. Turner for actual out-of-pocket expenses incurred.

~~Effective~~The ~~January 31~~Company’s President, ~~2008~~Robbin E. Cooper, ~~Grant~~served ~~Thornton~~from ~~LLP~~2000 ~~(“Grant~~to ~~Thornton”)~~2006 as the Director of Structured Finance for J.P. Turner. Mr. Cooper resigned as ~~the~~a ~~Company~~full-time employee of J.P. Turner effective December 15, 2006, but continued as a part-time employee. Mr. Cooper’s ~~independent~~part-time ~~registered public~~employment ~~accounting~~with ~~firm~~J.P. ~~Grant~~Turner ~~Thornton~~terminates ~~was~~in connection ~~engaged~~with asthe ~~auditors~~termination toof the Agency Agreement between the J.P. Turner and the Company ~~for~~and the ~~year~~filing ~~ended~~of ~~December~~the next post-effective amendment to the registration statement on Form S-11. J.P. Turner had agreed to pay Mr. ~~31,~~Cooper ~~2006~~a ~~and~~percentage of the compensation that it would have received from the ~~period~~Company ~~ended~~and ~~December 31,~~its ~~2005~~affiliates.

~~Grant~~The ~~Thornton’s reports on the~~ Company’s ~~financial statements for the fiscal year ended December 31, 2006 and the period ended December 31, 2005~~ did not ~~contain~~incur any ~~adverse opinions or disclaimers of opinion, and were not qualified~~material orearly ~~modified~~termination aspenalties toin ~~uncertainty,~~connection ~~audit~~with ~~scope, or accounting principles, except that such reports contained an emphasis paragraph that~~ the ~~Company~~termination isof in the ~~development stage and has not yet commenced its intended operations~~Agency Agreement.

~~The Company provided Grant Thornton with a copy of this Current Report on Form 8-K on February 4, 2008 and~~SIGNATURE ~~requested Grant Thornton to furnish the Company with a copy of a letter addressed to the SEC (the “SEC Letter”) stating~~ ~~whether they agree with the statements made above by the Company regarding Grant Thornton. The SEC letter is attached as Exhibit 16 to this Form 8-K.~~

~~(b) Appointment~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant’s ~~New~~has ~~Independent~~duly ~~Registered~~caused ~~Public~~this ~~Accounting~~report ~~Firm~~to be signed on its behalf by the undersigned hereunto duly authorized.

Effective February 5, 2008, Daszkal Bolton LLP (“Daszkal Bolton”), whose address is 2401 NW Boca Raton Boulevard, Boca Raton, FL 33431, was engaged to serve as the Company’s new independent registered public accounting firm to audit the Company’s financial statements.


Dated: June 2, 2008	ORANGE REIT, INC.
	By:	/s/ Robbin Cooper
		Name:	Robbin Cooper
		Title:	President

The engagement of Daszkal Bolton as the Company’s new independent registered public accounting firm was approved by the Audit Committee of the Board of Directors.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description
16		Letter from Grant Thornton LLP, dated February 5, 2008.

SIGNATURE

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.

Dated: February 6, 2008		ORANGE REIT, INC.
		By: /s/ Robbin Cooper
		Name: Robbin Cooper
		Title: President

EXHIBIT INDEX

Exhibit
Number		Description
16		Letter from Grant Thornton LLP, dated February 5, 2008.

Filing Compare · Orange REIT, Inc.