UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~May 2210, 2019

HIGH DESERT HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-212527		46-3493034
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

865 Tahoe Boulevard, Suite 302

Incline Village, Nevada 89451

89451

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code - (775) 298-2856

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.

The registrant’s Board of Directors approved the ~~dismissal~~ appointment of ~~Michael~~Sadler, ~~Gillespie~~Gibb & Associates, ~~PLLC~~LLC (“~~MGAPLLC~~Sadler Gibb”) as the registrant’s independent registered public accounting firm, effective ~~March~~May 2210, 2019~~, as described further below~~. ~~As of the date of this report, the registrant has not yet determined MGAPLLC’s replacement as independent registered public accounting firm.~~

~~Michael~~During ~~Gillespie & Associates, PLLC’s audit reports for~~ the years ended December 31, 2018 and ~~2017 on the registrant’s consolidated financial statements did not contain an adverse~~ opinion or a disclaimer of opinion, nor was any such report qualified or modified as to audit scope or accounting principles. However, MGAPLLC’s audit reports included an explanatory paragraph about the uncertainty as to the registrant’s ability to continue as a going concern. At no point during the years ended December 31, 2018 and 2017 and the subsequent interim period through ~~March 22~~May 10, 2019, ~~were~~none ~~there any “disagreements” (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K and~~ the ~~related~~ ~~instructions) between the~~ registrant ~~and~~or ~~MGAPLLC~~anyone on ~~any~~its ~~matter~~behalf ofconsulted ~~accounting~~Sadler ~~principles or practices, financial statement~~Gibb ~~disclosure~~regarding or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MGAPLLC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.either:

~~The~~· ~~registrant~~the ~~provided~~application ~~Michael~~of ~~Gillespie~~accounting &principles ~~Associates, PLLC~~to ~~with~~ a ~~copy~~specified oftransaction, ~~the~~either ~~disclosure~~completed ~~set~~or ~~forth~~proposed, inor ~~this~~the ~~Item~~type ~~4.01~~of ~~and~~audit ~~requested~~opinion that ~~MGAPLLC~~might ~~furnish~~be rendered with respect to the registrant’s ~~with~~consolidated afinancial ~~letter addressed~~statements toin ~~the~~connection ~~U.S.~~with ~~Securities~~which ~~and~~either ~~Exchange~~a ~~Commission~~written ~~(the~~report ~~“SEC”)~~or ~~stating~~oral ~~whether~~advice itwas ~~agrees~~provided ~~with~~to the ~~statements made~~registrant ~~herein,~~that ~~each~~Deloitte asconcluded ~~required~~was byan ~~the~~important ~~applicable~~factor ~~rules~~considered ofby the ~~SEC.~~registrant Ain ~~copy~~reaching ofa ~~such~~decision ~~letter~~as isto ~~attached~~the ~~hereto~~accounting, asauditing ~~Exhibit 16.1 to~~or ~~this~~financial ~~report.~~reporting issue; or

~~The~~· ~~registrant’s~~any ~~Board~~matter ofthat ~~Directors~~was iseither ~~actively~~the ~~seeking a~~subject ~~replacement~~ of ~~MGAPLLC~~a ~~and~~“disagreement” ~~expects~~(as todefined ~~engage~~in Item 304(a)(1)(iv) ~~successor~~of ~~independent~~Regulation ~~registered~~S-K ~~public~~and ~~accounting~~the ~~firm~~related toinstructions) ~~perform~~or a ~~review~~“reportable ~~of its~~event” ~~interim~~(as ~~financial~~defined ~~information~~in ~~for~~Item ~~the~~304(a)(1)(v) ~~quarter~~of ~~ended~~Regulation ~~March 31, 2019~~S-K).

~~Item 9.01 Financial Statements and Exhibits.~~2

~~The exhibit index immediately following the signature page to this report is incorporated herein by reference.~~SIGNATURES

2Pursuant 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 as of May 14, 2019.

~~SIGNATURES~~HIGH DESERT HOLDING CORP. By: /s/ Mark A. Kersey Mark A. Kersey Chief Executive Officer

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 as of March 25, 2019.3

HIGH DESERT HOLDING CORP. By: /s/ Mark A. Kersey Mark A. Kersey Chief Executive Officer

Exhibit Index

Exhibit Number	Description
16.1	Letter dated March 23, 2019 from Michael Gillespie & Associates, PLLC

Filing Compare · High Desert Holding Corp.