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: November 26, 2018

Tempus Applied Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-201424		47-2599251
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

471 McLaws Cir. Williamsburg, Virginia		23185
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (757) 875-7779

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))

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 4.01 Changes in Registrant’s Certifying Accountant

(a)

On November 21, 2018, we received notification from our certifying accountant that the client-auditor relationship between them and the Company had ceased, and thus that they had resigned.

Other than their comment regarding the Company’s ability to remain a going concern, the accountant's report on the financial statements for the year ended December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Company’s financial statements for the year ended December 31, 2017, were not subject to a completed final audit, and no final audit report was issued.

The Company did not take a decision to change its certifying accountant.

During the year ended December 31, 2016, and the subsequent interim periods preceding the certifying accountant’s resignation, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report for the year ended December 31, 2016.

In compliance with SEC Rule 304(a)(v), we confirm that, as previously disclosed, our management has concluded that our internal control over financial reporting may not have been consistently effective due to the fact that at times, including in particular since December 31, 2016, we may not have employed a sufficient number of accounting personnel to adequately segregate duties. Such a failure constitutes a material weakness in our internal control over financial reporting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

(16) Letter re change in certifying accountant

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.

	TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.

Date: November 26, 2018	By:	/s/ Johan Aksel Bergendorff
	Name:	Johan Aksel Bergendorff
	Title:	Chief Financial Officer

Tempus Applied Solutions Holdings, Inc. 8-K