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
August 20, 2015
Date of Report (Date of earliest event reported)
AMERICA RESOURCES EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada 333-196409 98-1153516
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2800 Post Oak Boulevard
Suite 4100
Houston, TX 77056
(Address of principal executive offices) (Zip Code)
(832) 390-2273
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Through August 19, 2015, the Briggs & Veselka Co., PC (the "Former
Accountant ") was the independent registered public accounting firm of America
Resources Exploration Inc. (the "Company"). On August 20, 2015, the Former
Accountant informed the Company's that it was resigning as the Company's
independent registered public accounting firm.
Other than an explanatory paragraph included in Briggs & Veselka's audit report
for the Company's fiscal years ended March 31, 2015 and 2014, relating to the
uncertainty of the Company's ability to continue as a going concern, the audit
report of the Former Accountant on the Company's financial statements for fiscal
years ended March 31, 2015 and 2014, did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
During the Company's fiscal years ended March 31, 2015 and 2014 and through
August 19, 2015, there were no disagreements (as defined in item 304 of
Regulation S-K) with the Former Accountant 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 the
Former Accountant, would have caused it to make reference to the subject matter
of the disagreements in connection with their report.
However upon the Former Accountant's resignation, certain "reportable events" as
that term is defined in Item 304(a)(1)(v) of Regulation S-K, occurred, which are
described below.
(1) The Former Accountant advised the Company of certain significant
deficiencies in the Company's internal control over financial reporting that
they believe to constitute material weaknesses. Specifically, the Former
Accountant claimed that (a) the Company's Board of Directors did not include
sufficient oversight by independent directors nor has an audit committee been
formed; (b) many critical duties are combined and assigned to limited staff; and
(c) the Company maintains insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of generally accepted accounting principles and SEC disclosure
requirements.
(2) The Former Accountant advised the Company that information has come to the
Former Accountant's attention that has led it to no longer be able to rely on
management's representations. The Former Accountant noted that it believes the
Company's largest shareholder, who is neither a member of management nor its
Board of Directors, appears to be authorizing and entering into transactions on
the Company's behalf and that such transactions were not officially documented
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by the Company until several weeks later. As a result, the Company did not
timely report these transactions to the SEC in accordance with Items 3.02 and
9.01 of Form 8-K and they were not appropriately reflected in the Company's
draft financial statements provided for the Former Accountant's review.
The Company's Board of Directors did not have an opportunity to discuss the
subject matter of such events with the Former Accountant due to its resignation
upon communication of these reportable events to the Company. The Company has
authorized the Former Accountant to respond fully to the inquiries of the
Company's successor accountant concerning the subject matter of each of such
events.
The Company furnished the Former Accountant with a copy of this disclosure on
August 20, 2015, providing the Former Accountant with the opportunity to furnish
the Company with a letter addressed to the Commission stating whether they agree
with the statements made by the Company herein in response to Item 304(a) of
Regulation S-K and, if not, stating the respect in which they do not agree. A
copy of the Former Accountant letter addressed to the Commission is filed as
Exhibit 16.1 to this Report.
(b) On August 20, 2015, the Company engaged B F Borgers CPA PC ("Borgers") as
the Company's independent accountant to audit the Company's financial statements
and to perform reviews of interim financial statements. During the fiscal year
ended March 31, 2015, and then through August 20, 2015 neither the Company nor
anyone acting on its behalf consulted with Borgers regarding (i) either the
application of any accounting principles to a specific completed or contemplated
transaction of the Company, or the type of audit opinion that might be rendered
by Borgers on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement with the Former Accountant or a reportable
event with respect to Briggs & Veselka.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
Ex. No. Date Document
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16.01 August 21, 2015 Briggs & Veselka Co., PC Letter addressed to the SEC
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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.
AMERICA RESOURCES EXPLORATION INC.
DATE: August 21, 2015
By:/s/ Huang Yu
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Name: Huang Yu
Title: President
