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): February 5, 2014

Ultimate Products Corporation

(Exact name of registrant as specified in its charter)

530 Alameda Del Prado, Suite 339, Novato Ca. 94949

 (Address of principal executive offices)

 (Registrant's telephone number, including area code):  415-883-4408

N/A

(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 (see General Instruction A.2. below):

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Section 4-Matters Related to Accountants and Financial Statements

(a)

Previous Independent Registered Public Accounting Firm

On February 5, 2014, Ultimate Products Corporation (the “Company”) accepted the resignation of Patrick Rodgers, CPA, PA as the independent registered public accounting firm of the Company.  The resignation of Patrick Rodgers, CPA, PA was approved by the Company’s Board of Directors.

The reports of Patrick Rodgers, CPA, PA on the Company’s financial statements as of and for the fiscal years ended March 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle except as follows:

“The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in development stage and has experienced losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the Company’s fiscal years ended March 31, 2013 and 2012 and through February 5, 2014, there were no disagreements with Patrick Rodgers, CPA, PA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Patrick Rodgers, CPA, PA, would have caused them to make reference to the subject matter of the disagreement in connection with their reports on the financial statements for such years. During the Company’s fiscal years ended March 31, 2013 and 2012 and through February 5, 2014 there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company furnished a copy of the disclosures herein to Patrick Rodgers, CPA, PA and requested that Patrick Rodgers, CPA, PA furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated February 5, 2014, is filed as Exhibit 16.1 to this Form 8-K.

(b)

New Independent Registered Public Accounting Firm

On February 5, 2014, the Company’s Board of Directors engaged Terry L. Johnson, CPA as its new independent registered public accounting firm to audit the Company’s financial statements for the Company’s fiscal year ending March 31, 2014. 

Section 9- Financial Statements and Exhibits

(d)

Exhibits

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

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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.

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