<SEC-DOCUMENT>0001532619-13-000054.txt : 20130731
<SEC-HEADER>0001532619-13-000054.hdr.sgml : 20130731
<ACCEPTANCE-DATETIME>20130730180311
ACCESSION NUMBER:		0001532619-13-000054
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20130730
ITEM INFORMATION:		Changes in Registrant's Certifying Accountant
FILED AS OF DATE:		20130731
DATE AS OF CHANGE:		20130730

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Power REIT
		CENTRAL INDEX KEY:			0001532619
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				453116572
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-54560
		FILM NUMBER:		13997008

	BUSINESS ADDRESS:	
		STREET 1:		301 WINDING ROAD
		CITY:			OLD BETHPAGE
		STATE:			NY
		ZIP:			11804
		BUSINESS PHONE:		212-750-0373

	MAIL ADDRESS:	
		STREET 1:		301 WINDING ROAD
		CITY:			OLD BETHPAGE
		STATE:			NY
		ZIP:			11804
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8Kauditfirm.txt
<TEXT>
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


POWER REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)



        000-54560                         45-3116572
(Commission File Number)       (I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, New York  11804
(Address of Principal Executive Offices) (Zip Code)

                             (212) 750-0373
(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 obligations of the registrant under
any of the following provisions

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFT|R 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))




Section 4

Item 4.01 Changes in Registrant's Certifying Accountant

On July 29, 2013, Power REIT (the "Company") dismissed Gibbons
& Kawash, A.C. ("G&K") as the Company's independent registered
public accounting firm, which dismissal was approved by the
Company's Board of Trustees on July 29, 2013. The dismissal
was due to the engagement of BDO USA, LLP as the Company's
independent registered public accounting firm.

During the fiscal years ended December 31, 2012 and 2011, G&K's
reports on the Company's consolidated financial statements did
not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.

During the fiscal years ended December 31, 2012 and December 31,
2011 and the subsequent interim period through July 29, 2013, (i)
there were no disagreements between the Company and G&K on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved
to the satisfaction of G&K would have caused G&K to make reference
to the subject matter of the disagreement with its reports on the
Company's consolidated financial statements; and (ii) there were
no reportable events as described in paragraph (a)(1)(v) of Item 304
of Regulation S-K.

On July 29, 2013, the Company provided G&K with a copy of the
disclosures it is making in response to Item 4.01 on this Form 8-K,
and requested G&K furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with
the above statements.  A copy of the letter, dated July 30, 2013, is
filed as Exhibit 16.1 (which is incorporated by reference herein) to
this Current Report on Form 8-K.

On July 29, 2013, the Company's Board of Trustees approved the
engagement of BDO USA LLP ("BDO")as its independent registered public
accounting firm for the Company's fiscal year ending December 31, 2013.

During the years ended December 31, 2012 and December 31, 2011, and the
subsequent interim period through July 29, 2013, the date of engagement
of BDO, the Company did not consult with BDO regarding either (i)
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; or (ii) 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 defined in paragraph (a)(1)(v) of
Item 304 of Regulation S-K).

BDO did provide and continues to provide tax services to the Company and
its subsidiaries, including preparation of the federal and state tax
returns for years ending December 31, 2011 and December 31, 2012.   The
Company's audit committee has pre-approved the tax services that
BDO provides the Company pursuant to applicable SEC independence rules.




SECTION 9	FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits

(d) Exhibits


Exhibit
No.	Description

16.1	Letter from G&K dated July 30, 2013



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.



Date:	July 30, 2013

POWER REIT

By:	/s/ David H. Lesser
Name:	David H. Lesser
Title:	CEO and Chairman



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<FILENAME>exhibit16.1.txt
<TEXT>
Exhibit 16.1


July 30, 2013


Securities and Exchange Commission
Washington DC, 20549


Commissioners:

We have read Power REIT's statements included under Item 4.01 of its Form 8-K
filed on July 30, 2013 and we agree with such statements concerning our firm.

Regards,

/s/ Gibbons & Kawash, A.C.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
