IRNS Ironstone Group Inc (CE)

Delaware

0-12346

95-2829956

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

incorporation)

Identification No.)

Pier 1, Bay 3, San Francisco, California

94111

(Address of principal executive offices)

(Zip Code)

  Item 4.01   

Changes in Registrant's Certifying Accountant   

(a)   

Previous independent registered public accounting firm

(i)

On October 18,2012, Ironstone Group, Inc., (the “Company”) formally informed Madsen & Associates CPAs, Inc. of their dismissal as the Company's independent registered public accounting firm.

(ii)

The reports of Madsen & Associates CPAs, Inc. on the Company's financial statements as of and for the years ended December 31, 2011 and 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company's ability to continue as a going concern.

(iii)

The Company's Board of Directors participated in and approved the decision to change independent registered public accounting firms.

(iv)

During the years ended December 31, 2011 and 2010, and through October 18, 2012, there have been no disagreements with Madsen & Associates CPAs, Inc. 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 Madsen & Associates CPAs, Inc. would have caused them to make reference thereto in connection with their report on the financial statements for such years.

(v)

The Company has requested that Madsen & Associates CPAs, Inc. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.

(b)

New independent registered public accounting firm

(1)

On October 18, 2012 the Company engaged Sadler, Gibb & Associates, L.L.C. as its new independent registered public accounting firm. During the years ended December 31, 2011 and 2010and through October 18, 2012, the Company had not consulted with Sadler, Gibb & Associates, L.L.C. regarding any of the following:

(i)

The application of accounting principles to a specific transaction, either completed or proposed;

(ii)

The type of audit opinion that might be rendered on the Company's consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Sadler, Gibb & Associates, L.L.C. concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or

(iii)

Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

Item 9.01   

Financial Statements and Exhibits   

16.1

Letter of Madsen & Associates CPAs, Inc. dated October 18, 2012.

/s/  William R. Hambrecht

William R. Hambrecht

Chief Executive Officer, Director

  Date: October 22,2012

/s/  Quock Q. Fong

Quock Q. Fong

Chief Financial Officer

  Date: October 22,2012