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EX-16.1 - SurgePays, Inc.v176343_ex16-1.htm
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) – March 4, 2010 (March 3, 2010)

NORTH AMERICAN ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada
0-52522
98-0550352
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
file number)
Identification No.)

 
11005 Anderson Mill Road, Austin, Texas  78750
 
(Address of principal executive offices) (Zip Code)

(512) 944-9115
Registrant’s telephone number
 

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
SECTION 4 -
MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01:
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  On March 3, 2010, the Board of Directors of the Registrant dismissed Seale and Beers, CPAs ("S&B"), its independent registered public accounting firm.  On the same date, March 3, 2010, the independent registered public accounting firm of Paritz & Company, P.A. was engaged by our Board of Directors as our new independent registered public accountants.  The Company's prior reports had been audited by Moore & Associates, Chartered ("Moore") who was dismissed on September 2, 2009 as a result of the revocation of his license discussed below.  None of the reports of Moore on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that our audited financial statements contained in our Form 10-K for the fiscal year ended April 30, 2009 contained a going concern qualification.

During the registrant's two most recent fiscal years and the subsequent interim period thereto, there were no disagreements with S&B or Moore, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to S&B's or Moore's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

On September 2, 2009, we were advised that on August 27, 2009 the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore because of violations of PCAOB rules and quality control standards, and Section 10(b) of the Securities Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.

We have requested that S&B furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  S&B's letter is attached as Exhibit 16.1.

(b)  On March 3, 2010, the registrant engaged Paritz & Company, P.A. as its independent accountant.  We have not, during the two most recent fiscal years and the interim periods preceding the engagement, consulted Paritz & Company, P.A. regarding the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered on the Company's financial statements, or any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
 
 
 

 

 

ITEM 9.01:
FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits

 
The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:
 
(16.1)
Letter from Seale and Beers, CPAs dated March 3, 2010 to the Securities and Exchange Commission.



SIGNATURES

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.




 
NORTH AMERICAN ENERGY RESOURCES, INC.
     
     
     
 
By /s/ Ross E. Silvey
 
 
Ross E. Silvey, Chief Executive Officer


Date:   March 4, 2010