UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~May~~Act ~~10,~~of ~~2012~~1934

~~Strike~~Date ~~Axe~~of Report (Date of earliest event reported): September 30, ~~Inc.~~2012

~~(Exact~~STRIKE ~~name~~AXE, ~~of Registrant as specified in its charter)~~INC

Delaware	000-53304	26-2329797
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

(Exact name of registrant as specified in its charter)

267 West 1400 South, Suite 101

Delaware

000-53304

26-2329797

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~Saint~~267 West 1400 South, Suite 101 George, ~~Utah~~UT 84790 (Address of principal executive offices)

(~~Address of Principal Executive Offices~~435) 680-2971

~~(435)~~Registrant’s ~~680~~telephone ~~2971~~number, including area code

(Registrant’s telephone number, including area code)

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))

Item 41.01 ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~(a)~~See ~~Dismissal~~Item of5.02 ~~Independent Registered Public Accounting Firm~~

OnItem ~~May~~5.02 ~~10,~~Departure ~~2012, the board~~ of ~~directors~~Directors ofor ~~Strike~~Certain ~~Axe,~~Officers; ~~Inc.~~Election ~~(the~~of ~~“Company”)~~Directors; ~~dismissed~~Appointment ~~Michael~~of J.Certain ~~Larsen~~Officers; ~~(“Larsen”),~~Compensatory asArrangements ~~the~~with ~~Company’s~~Certain ~~independent registered public accounting firm~~Officers.

~~During~~Resignation ~~Larsen’s engagement, Larsen did not perform an audit~~ of the Company’s consolidated financial statements or issue any related report. Since the date of appointment until May 10, 2012, the Company’s management has not had any disagreements with Larsen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.Officer

WeOn ~~have~~September ~~provided~~30, a2012, ~~copy~~Mr. ofShaun ~~the~~Sullivan ~~above~~resigned ~~disclosures~~from tohis ~~Larsen~~position ~~and~~as ~~requested~~Chief ~~Larsen~~Executive toOfficer ~~provide~~of usStrike ~~with~~Axe, aInc. ~~letter~~(the ~~addressed~~“Company”), toeffective ~~the U~~immediately.S Mr. ~~Securities~~Sullivan’s ~~and~~resignation ~~Exchange~~is ~~Commission~~not ~~stating~~the ~~whether~~result orof ~~not~~any ~~Larsen~~disagreement ~~agrees~~ with the ~~above~~Company ~~disclosures.~~on Aany ~~copy~~matter ofrelating ~~Larsen~~to the Company’s ~~letter~~operations, ~~dated~~policies ~~May~~or ~~16,~~practices ~~2012,~~and ~~confirming~~Mr. ~~its~~Sullivan ~~agreement~~remains ~~with~~as President and a director of the ~~disclosures~~Company. inA ~~this~~copy ~~Item~~of 4Mr.01 Sullivan’s resignation letter is attached hereto as Exhibit 1617.1 toand ~~this~~incorporated ~~Form~~herein ~~8-K~~in its entirety by reference.

~~(b)~~Appointment ~~New~~of ~~Independent~~Officer ~~Registered~~and ~~Public Accounting Firm~~Director

On ~~May~~September 1030, 2012, pursuant to a written consent, the ~~Company~~Board ~~engaged~~appointed ~~Mark~~Wayne ~~Bailey~~Allyn &Root ~~Company~~as ~~Ltd~~Chief Executive Officer and as a director of the Company. Concurrent ~~(“Bailey”),~~with his appointment as ~~its~~Chief ~~new~~Executive ~~independent~~Officer, ~~registered~~the ~~public~~Company ~~accounting~~entered ~~firm~~into an employment agreement with Mr. Root (the “Employment Agreement”).

~~Prior~~Employment to the engagement of Bailey, the Company has not consulted Bailey regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) 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 (iii) any matter that was either the subject of a disagreement (as defined in Item 304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).Agreement

Pursuant to the Employment Agreement, Mr. Root is to receive as compensation of (i) $120,000 in base salary for the first two years of employment; (ii) $180,000 for the third year of employment; (iii) stock options to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.35 per share; and (iv) other benefits as may be decided upon by the board of directors from time to time. Mr. Root is an “at will” employee and the Employment Agreement may be terminated by either party upon thirty (30) days prior written notice.

A copy of the Employment Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference. All references to the Employment Agreement in this Current Report are qualified, in their entirety, by the full text of such exhibit.

Mr. Root’s relevant business experience is below:

Mr. Wayne Allyn Root, 51, is the best-selling author of seven books, a political commentator, a regular speaker on national news programs and well-known radio personality who has appeared on hundreds of radio stations. Mr. Root ran for President in 2007/2008 and became the 2008 Libertarian Party Vice Presidential nominee. Mr. Root has been the President and Chief Executive Officer of Cool Hand Root LLC, a sports advisory and information company from 2009 through the Present. Mr. Root has also served as the President and Chief Executive Officer of Cool Hand Root Television, Inc. a television production company from 2009 through the present. Since 2008 and until rejoining the Republican Party in September 2012, Mr. Root was an elected member of the Libertarian National Committee, and served as Chairman of the Libertarian National Campaign Committee and Vice Chairman of the Nevada Libertarian Party. Mr. Root served as the President and CEO of W Technologies, Inc., a Sports Handicapping Company, from July 2001 through June 2012.

Mr. Root holds a B.A. from Columbia University. Mr. Root does not hold a directorship in any other public company.

Family Relationships

Mr. Root does not have a family relationship with any of the officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Employment Agreement, dated September 30, 2012, by and between Strike Axe, Inc. and Wayne Allyn Root

Exhibit No.		Description
16.1		Michael J. Larsen, CPA form of Dismissal Letter dated May 16, 2012.

17.1

2Resignation Letter of Mr. Shaun Sullivan

~~SIGNATURES~~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.

	Strike Axe, Inc.
	STRIKE AXE, INC.
Date: May 16, 2012	By:	/s/ Shaun M. Sullivan
	By:	/s/Shaun Sullivan
		Name: Shaun M. Sullivan
Date October 4, 2012		Shaun Sullivan, President
		Title: Chief Executive Officer

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