Item 4.01 Change in Registrant's Certifying Accountant.

On or about January 30, 2020 the audit committee of the board of directors (the "Board") of Genesis Financial, Inc. (the "Company") approved the selection of BF Borgers CPA, PC ("BF Borgers") as its independent registered public accounting firm replacing Peterson Sullivan LLP ("Peterson").

(a) Resignation of Independent Registered Public Accounting Firm

On or about January 30, 2020, the Company disengaged Peterson as the Company's independent registered public accounting firm. Peterson was engaged by the Company on April 18, 2018, for the Company's fiscal year ended December 31, 2018. Peterson did not issue an audit report on the Company's December 31, 2018 financial statements.

Since Peterson did not issue any report on the Company's financial statements, none exist that contain an adverse opinion or disclaimer of opinion, or that were qualified or modified as to uncertainty, audit scope or accounting principles.

During the 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 accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Patterson, would have caused it to make reference to the subject matter of the disagreement in connection with its reports for such periods and (ii) there were no "reportable events" as defined 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:





  1. 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




  2. 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

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.

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