UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
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): August 24, 2010
Vanguard Energy Group Inc.
(Exact name of Registrant as specified in its charter)
Florida
000-51422
20-1068608
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File No.)
Identification No.)
601 Seafarer Circle Suite 402
Jupiter, FL 33477
561-249-1354
(Address and Telephone Number of Principal Executive Offices)
(f/k/a eSecureSoft Company)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 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))
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K is being filed to provide clarification of certain information in the Form 8-K filed on August 11, 2010.
| SEC Comment No. |
SEC Comments Dated August 13, 2010 |
Vanguard Energy - Explanations |
|
| 1 | Please revise to clearly state whether your former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K. |
The PCAOB revoked the registration of Wieseneck, Andres & Company, P.A. ("Wieseneck Andres") on April 22, 2008 because of violations of PCAOB rules and standards in connection with audits of financial statements |
|
| 2 | Please revise to state whether your former accountant's report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification in accordance with Item 304(a)(1)(ii) of Regulation S-K. |
The audit reports of Wieseneck, Andres & Company, PA on the financial statements of the Company as of and for the years ended May 31, 2007 and 2006 and for the interm period ended February 28, 2008 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. |
|
| 3 |
Please revise to disclose if you had any disagreements with your former accountants through the date of resignation, declination or dismissal as required by Item 304(a)(1)(iv) of Regulation S-K. |
There were no disagreements between the Company and Wieseneck Andres on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Wieseneck Andres, would have caused Wieseneck Andres to make reference to the subject matter of the disagreement in their report on the Company's financial statements for such year or for any reporting period since the Company's last fiscal year end and no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. |
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| 4 | Please file an Exhibit 16 letter from your former accountant, indicating whether or not they agree with your disclosures in the Form 8-K in accordance with 304(a)(3) of Regulation S-K. If you are unable to obtain an Exhibit 16 1etter from Wieseneck, Andres & Company at the time you file your Form 8-K, please disclose this fact in your Form 8-K. | The company is not able to obtain an Exhibit 16 letter from Wiesenck, Andres & Company at this time. |
ITEM 4.01 Changes in Registrant's Certifying Accountant.
(a) Since the inception of Vanguard Energy Group, Inc. (the "Company") (f/k/a eSecureSoft Company) on November 21, 2003 the firm of Wieseneck, Andres & Company, P.A., North Palm Beach, Florida ("Wieseneck Andres") served as the Company's independent public accounting firm. On April 22, 2008 Wieseneck Andres entered into a settlement agreement with the Public Company Accounting Oversight Board ("PCAOB") whereby Mr. Thomas B. Andres and the firm Wieseneck, Andres & Company, PA could not be affiliated with any PCAOB firm for a period of two (2) years. The PCAOB revoked the registration of Wieseneck, Andres & Company, P.A. ("Wieseneck Andres") on April 22, 2008 because of violations of PCAOB rules and standards in connection with audits of financial statements. This settlement was reported in PCAOB Release No. 105-2008-001 and can be viewed at
http://pcaobus.org/Enforcement/Decisions/Documents/04-22_Wieseneck.pdf
In connection with the audits of the Company's financial statements for the fiscal years ended May 31, 2007 and 2006 and through the interim periods through February 29, 2008, there were (i) no disagreements between the Company and Wieseneck Andres on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Wieseneck Andres, would have caused Wieseneck Andres to make reference to the subject matter of the disagreement in their report on the Company's financial statements for such year or for any reporting period since the Company's last fiscal year end and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of Wieseneck Andres on the financial statements of the Company as of and for the years ended May 31, 2007 and 2006 and for the interm period ended February 28, 2008 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
As of this date, Wieseneck Andres is no longer registered with the PCAOB, and the Company may not include audited reports issued by Wieseneck Andres in its filings with the Commission. Since the year ended May 31, 2008 needs to include audited financials as of May 31, 2007 the Company has recently appointed a PCAOB registered firm to re-audit the May 31, 2007 financial statements, if neccessary. The Company has not been able to obtain an Exhibit 16 letter to attach to this form 8-K at this time.
(b) Engagement of D. Brooks and Associates CPA's, P.A. On August 5, 2010, the audit committee of the Company's Board of Directors authorized the appointment of the firm D. Brooks and Associates CPA's, P.A. ("Brooks") to serve as the Registrant's independent registered public accounting firm to audit the Registrant's financial statements for the Registrant's fiscal years ended May 31, 2007, 2008, 2009 and 2010 and to issue a report on the Registrant's financial statements for such fiscal year. The decision to engage Brooks was approved by the Registrant's Board of Directors.
During the past two fiscal years, the Registrant did not consult Brooks with respect to any of the matters or events listed in Regulation S-K Item 304(a)(2).
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 hereto duly authorized.
Vanguard Energy Group Inc.
(Registrant)
Date: August 24, 2010
/s/
Richard C. Turner
Richard C. Turner
Treasurer and Chief Financial Officer
Vanguard Energy Group Inc.