Attached files
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): April 18, 2012
SANTOS RESOURCE CORP.
(Exact name of registrant as specified in its Charter)
Nevada 000-53520 98-0507846
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number
One Riverway Drive, Suite 1700
Houston, Texas 77056
713-840-6495
(Address and telephone number of principal executive offices,
including zip code)
-----------------------------------
(Former name or 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 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 18, 2012, Santos Resource Corp. (the "Company") and Keith D.
Spickelmier entered into an amendment (the "Amendment") with regard to that
certain assignment (the "Assignment") dated effective January 13, 2012 executed
by Mr. Spickelmier in favor the Company, whereby the Company acquired all of Mr.
Spickelmier's rights in a legal document (as amended and restated, the "Liberty
Agreement") with Liberty Petroleum Corporation ("Liberty") whereby Liberty
granted to Mr. Spickelmier an exclusive right to negotiate an option to acquire
the oil and gas prospect located in South Australia on which the Company is
currently focusing its business attention (the "Prospect"). By the end of
January 2012, the Company had successfully negotiated such an option. In
connection with the execution of the Assignment, the Company (among other
things) issued 20.0 million shares of its common shares to Mr. Spickelmier for
the assignment of his rights in the Liberty Agreement. The Assignment provided
that, if the South Australian Minister of Regional Development ever definitively
decides not to grant and issue a petroleum exploration license allowing to the
Company exploration and drilling rights related to the Prospect (the "License"),
or has failed to grant and issue the License in the name of the Company prior to
April 30, 2012 (whichever occurs first), then Mr. Spickelmier would return
immediately to the Company the 20.0 million shares issued to him in connection
with the delivery of the Assignment. The Amendment extends the preceding April
30th date until August 31, 2012.
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 18, 2012, Santos Resource Corp. (the "Company") and MacKay LLP,
until then the Company's independent registered public accounting firm
("MacKay"), mutually agreed to end their client-auditor relationship. The
Company's Board of Directors approved the decision to end this relationship.
The Company does not have a separate audit committee.
The audit report of MacKay on the financial statements of the Company at
February 28, 2011 and February 28, 2010, and for the fiscal years then ended,
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,
except that such financial statements included a going concern explanatory
paragraph.
During the fiscal years ended February 28, 2011 and February 28, 2010
(respectively), and through the date of this Report, there were: (i) no
disagreements between the Company and MacKay 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 MacKay,
would have caused MacKay to make reference to the subject matter of the
disagreement in their report on the Company's financial statements for such
fiscal years, and (ii) no reportable events within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.
The Company provided MacKay a copy of the disclosures in this Report prior
to the filing with the Securities and Exchange Commission ("SEC') and requested
that MacKay furnish it with a letter addressed to the SEC stating whether or not
MacKay agrees with the Company's statements applicable to it in this Item 4.01.
A copy of the letter dated April 18, 2012 furnished by MacKay in response to
that request is filed as Exhibit 16.1 to this Report.
On April 18, 2012, the Company engaged a new independent registered public
accounting firm, MaloneBailey, LLP ("Malone"), to audit the Company's financial
statements for the fiscal year ending February 29, 2012. The Company's Board of
Directors approved the decision to engage Malone.
During the Company's two most recent fiscal years ended February 28, 2011
and February 28, 2010 (respectively), and through the date of this Report, the
Company did not consult with Malone on (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that may be rendered on the Company's financial statements, and
Malone did not provide either a written report or oral advice to the Company
that Malone concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial reporting
issue; or (ii) any matter that was the subject of any disagreement, as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a
reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided Malone a copy of the disclosures in this Report prior
to the filing with the SEC and offered an opportunity to provide a letter
addressed to the SEC if desired. If Malone provides such a letter, it will be
filed subsequently as an exhibit to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
10.1 First Amendment dated April 18, 2012 to Assignment dated effective
January 13, 2012 executed by Keith D. Spickelmier in favor of
Registran
16.1 Letter furnished by MacKay LLP in response to the Company's
request, addressed to the Securities and Exchange Commission,
dated April 18, 2012, indicating its agreement with the statements
applicable to it contained in this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SANTOS RESOURCE CORP.
(Registrant)
Date: April _____, 2012 By: /s/ Keith J. McKenzie
Keith J. McKenzie,
Chief Executive Officer