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): ~~October~~March 2124, ~~2019~~2020

GENESIS FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Wyoming		~~333~~000-~~103331~~55943		03-0377717
(State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification No.)

445 Park Avenue, Suite 922

New York, NY 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 829-5613

11920 Southern Highlands Parkway, Suite 200, Las Vegas, Nevada 89141

(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 (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 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 checkmark 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~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to ~~Definitive~~Section ~~Material~~12(b) ~~Agreement~~of the Act:

~~On October~~Title 21, 2019, Genesis Financial, Inc. (the “Company”) and Beacon Financial Group Pty Ltd., an Australian company (the “Seller”), entered into a Share and Business Sale Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to purchase from the Seller all of ~~the~~each ~~outstanding~~class ~~equity~~Trading ~~interests in the following Australian entites:~~ Symbol(is) ~~The~~Name ~~Financial Link Group Pty Ltd, (ii) Interactive Mortgage and Finance Pty Ltd (iii) CCS Operations Pty Ltd. (collectively, the “Beacon Group”) for consideration~~ of ~~$15,500,000~~each ~~(the~~exchange ~~“Purchase~~on ~~Price”)~~which ~~comprised~~registered ~~of $5 million in cash and $10.5 million in shares of the Company’s common stock par value $0.001 per share (the “~~Common Stock~~”), payable~~ asGFNL ~~discussed below.~~OTCQB

~~The~~Item ~~Beacon~~4.01 ~~Group~~Change ~~is a diversified financial services firm operating~~ in ~~Australia~~Registrant’s asCertifying ~~a Registered Investment Advisor and provides financial advice through two divisions under an Australian Financial Services License and an Australian Credit License~~Accountant. The group holds distribution agreements with leading financial institutions and also offers finance and mortgage advice services through agreements with various mortgage brokers and aggregators. The accounting business within the Beacon Group is to assist with identifying the most suitable and competitive finance solutions for clients of the Wealth Management network, primarily for those funding the acquisition of investment properties.

~~Under~~On ~~the~~or ~~terms~~about ofJanuary ~~the Purchase Agreement~~30, the Company remitted $100,000 in cash and at Closing (as defined below) the Company is to remit to the Seller an additional $900,000 in cash. The balance of the Purchase Price is payable in specified instalments of cash and Common Stock on June 30 of each of 2020~~-2022,~~ ~~subject to~~ the ~~Beacon~~audit ~~Group~~committee ~~recording at least $3 million per fiscal year in based on the existing business resources as~~ of the ~~Closing~~board ~~date. The Beacon Group uses a June 30th fiscal year. In the event that the Beacon Group does not meet the revenue target in full for each fiscal year, then the Purchase Price then payable in respect~~ of ~~such~~directors ~~fiscal year is proportionately reduced. The shares of Common Stock are issuable based on~~ (the ~~seven (7~~“Board”) ~~day VWAP at the stated time~~ of ~~issuance,~~Genesis ~~but in no event at less than $0.25 per share (subject to adjustment in the event of a capitalization~~Financial, ~~event by the Company – such as a reverse or forward split)~~Inc. ~~The shares of Common Stock issuable in respect of the Purchase Price~~ (the “~~Consideration Shares~~Company”) ~~will~~approved ~~be deposited into an escrow account and will be released to~~ the ~~Seller~~selection ~~following the remittance by the Company~~ of ~~the~~BF ~~last~~Borgers ~~instalment~~CPA, ofPC ~~the Purchase Price when the Unwind Provision~~ (as“BF ~~discussed below~~Borgers”) isas ~~no longer~~its ~~operative.~~independent ~~The Consideration Shares will not be~~ registered public ~~under~~accounting ~~the~~firm ~~Securities~~replacing ~~Act~~Peterson ofSullivan ~~1933,~~LLP ~~as amended~~ (~~the~~ “~~Act~~Peterson”)~~, or under the securities laws of any state in the United States, and will be issued in reliance upon an exemption from registration under the Act~~.

Under the terms of the Purchase Agreement, in the event the Company does not remit the cash component of the Purchase when due, then, subject to a three month grace period, Seller is authorized, upon written notice to the Company within 10 business days of the end of such period, to unwind the transaction (~~the “Unwind Provision”~~a) ~~whereupon the Company returns the acquired~~ ~~business~~Resignation ~~to the Seller and the Seller returns to the Company the Consideration Shares. Accordingly, until the Purchase Price has been paid in full, the Company will maintain the separate corporate existence~~ of ~~each~~Independent ~~company~~Registered inPublic ~~the~~Accounting ~~Beacon Group.~~Firm

~~The~~On ~~Purchase~~or ~~Agreement~~about ~~contains~~January ~~customary representations~~30, ~~warranties~~2020, ~~covenants~~the ~~and~~Company ~~indemnification~~disengaged ~~provisions,~~Peterson ~~including,~~as ~~among others,~~the aCompany’s ~~covenant~~independent ~~that~~registered ~~requires~~public accounting ~~the~~firm. ~~Seller~~Peterson towas ~~conduct~~engaged ~~its~~by ~~business in~~ the ~~ordinary~~Company ~~course~~on ofApril ~~business~~18, ~~consistent~~2018, ~~with~~for ~~past~~the ~~practice and~~Company’s tofiscal ~~comply~~year ~~with~~ended ~~certain~~December ~~covenants~~31, 2018. ~~regarding~~Peterson ~~the~~did ~~operations~~not ofissue ~~its~~an ~~business~~audit ~~from~~report ~~the~~on ~~date of~~ the ~~execution~~Company’s ofDecember ~~the~~31, ~~Purchase~~2018 ~~Agreement until~~financial ~~Closing~~statements.

~~The~~Since ~~closing~~Peterson ofdid ~~the~~not ~~transactions~~issue ~~contemplated~~any ~~under~~report on the ~~Purchase~~Company’s ~~Agreement~~financial ~~(the~~statements, ~~“Closing”)~~none isexist ~~subject~~that tocontain ~~the~~an ~~obtaining by~~adverse ~~the~~opinion ~~Beacon~~or ~~Group~~ disclaimer of ~~all~~opinion, ~~required~~or ~~Australian~~that ~~governmental~~were ~~and~~qualified ~~regulatory~~or ~~authorities~~modified ~~and~~as ~~other~~to ~~customary~~uncertainty, ~~closing~~audit ~~conditions~~scope or accounting principles.

~~The~~During ~~foregoing~~the ~~descriptions~~fiscal years ended December 31, 2019 and 2018 and through January 30, 2020: (i) there have been no disagreements with Peterson on any matter of ~~the~~accounting ~~Purchase~~principles ~~Agreement~~or dopractices, financial statement disclosure or auditing scope or procedure, which disagreements, if not ~~purport~~resolved to bethe ~~complete~~satisfaction ~~and~~of ~~are~~Patterson, ~~qualified~~would inhave ~~their~~caused ~~entirety~~it byto make reference to the ~~complete~~subject ~~text~~matter of the ~~Purchase~~disagreement in ~~Agreement~~connection ~~attached~~with ~~hereto~~its reports for such periods and (ii) there were no “reportable events” as ~~Exhibit~~defined ~~10.~~in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Peterson with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Patterson is attached hereto as Exhibit 16.

(b) Engagement of New Independent Registered Public Accounting Firm

On January 30, 2020 (the “Engagement Date”), the Company engaged BF Borgers as its independent registered public accounting firm for the Company’s fiscal years ended December 31, 2019 and 2018. The decision to engage BF Borgers as the Company’s independent public accounting firm was approved by the Company’s Board.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with BF Borgers regarding either:

The application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or

Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departures of Directors or Certain Officers

On January 2, 2020, Roy Rose resigned as a chairman of the Board of the Company to pursue other opportunities. Mr. Rose’s resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices.

On March 4, 2019, Murry Smith, the Company’s Chief Financial Officer, resigned to pursue other opportunities. This resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices.

On October 20, 2019, Rahul Singh, the Company’s non-executive director, resigned to pursue other opportunities. Mr. Singh’s resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices.

On March 1, 2019, Gary Larkin resigned from all positions with the Company, including his directorship. Mr. Larkin’s resignation was not related to any disagreement with the operations, practices or policies of the Company.

The Company has furnished Roy Rose, Murry Smith, Rahul Singh, and Gary Larkin a copy of the disclosures made in this Form 8-K prior to its filing and provided them with an opportunity to furnish the Company with any comments or concerns.

Election of Directors and Appointment of Certain Officers

The Company’s Board appointed Russell Cameron to serve as a member of the Board, effective on January 2, 2020 and as the Company’s Chief Executive Officer. Mr. Cameron was appointed to fill the vacancies resulting from the previously announced voluntary resignation of Roy Rose.

Mr. Cameron, 58, has had a very diverse career. His first management position was the acquisition of television broadcast signal for KWBP-TV in Portland, Oregon. During the three years he and his partners owned and operated Portland’s WB affiliate. The station’s rapid growth drew the attention of WB Network Founder and CEO Jamie Kellner, who formed his own broadcast group and purchased the asset for $27 million.

His passion for television production and the great outdoors led to investments in media companies and later his own production venture OMG Multi-Media, (“OMG”). Mr. Cameron served as OMG’s President and CEO from 1997 to March 2016. OMG has since created and distributed award-winning television programs including Fishing the West, America’s Outdoor Journal, Camp YMCA, Inside Passage and Western Sport Fishing with Lee Horsley which broadcast on national cable networks Versus, Outdoor Life Network, Fox Sports Network, Outdoor Channel and Comcast Sports Net to name a few. Mr. Cameron earned multiple Telly® Awards (the cable industry equivalent to the Emmy®) for his work, including Best Cable Outdoor Program in 2001 and 2005.

From March 2016 to September 2018, he worked in the investment banking industry with Whitestone Investment Network. On September 27, 2018, he co-founded Health Professional Alliance Inc. Mr. Cameron’s extensive/in-depth experience in a variety of areas such as Business Development/Operations, Investment Banking and Finance are among the many attributes that uniquely qualify Mr. Cameron to serve as a member of the Board and CEO of the Company.

In connection with Mr. Cameron’s appointment as a member of the Board and Chief Executive Officer, the Board awarded Mr. Cameron 6,311,774 restricted stock units, subject to Mr. Cameron’s continued employment with the Company through each such date.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Cameron and any director or executive officer of the Company. There are no relationships between Mr. Cameron and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

The Company’s Board appointed Warwick Kerridge to serve as Chairman of the Board, effective on March 9, 2020. Mr. Kerridge, 59, has a distinguished corporate finance career spans nearly 30 years, including Legal, Banking and Financial services, with a particular focus on M&A by using a grounding in Law and expanding on that base through high level executive management experience. In addition to his transactional experience, Mr. Kerridge has led numerous valuation and strategic financial consulting engagements. He has worked extensively in several industries sectors including, but not limited to Biotech, Telco, Media, Property, Banking and Financial services, Film and Television, Funds Management, Mining and Resources. Prior to founding Capital land Advisory in February 2019, Mr. Kerridge between 2005 and 2009, held management positions with O’Connell Partner, Pitt Capital Partners (wholly-owned subsidiary of Australia’s oldest listed investment house, Washington H. Soul Pattinson & Company) and between 1987 and 2005 with Capital Finance Australia (Lloyds Banking Group and Bank of Scotland). Mr. Kerridge’s extensive experience in a variety of areas such as corporate finance, M&A, as well as executive management experience are among the many attributes that uniquely qualify Mr. Kerridge to serve as a Chairman of the Board of the Company.

In connection with Mr. Kerridge’s appointment as a Chairman of the Board, Mr. Kerridge will be compensated in the amount of $60,000 per annum.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Kerridge and any director or executive officer of the Company. There are no relationships between Mr. Kerridge and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Share and Business Sale Agreement, dated as of October 21, 2019 between Genesis Financial, Inc. and Beacon Financial Group Pty Ltd..

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description

16		Letter to the Securities and Exchange Commission from Peterson Sullivan LLP.

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.

	GENESIS FINANCIAL, INC.
	By:	/s/ ~~Roy~~Russell ~~Rose~~Cameron
		Roy Rose
		Russell Cameron
October 29, 2019		Chief Executive Officer
March 24, 2020		Chief Executive Officer

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