Current Report Filing (8-k)

Date : 08/22/2018 @ 7:09PM
Source : Edgar (US Regulatory)
Stock : Petro River Oil Corp. (PC) (PTRC)
Quote : 0.175  -0.005 (-2.78%) @ 9:00PM

Current Report Filing (8-k)


 

UNITED STATES

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

Date of Report (Date of earliest event reported): August 21, 2018

 

PETRO RIVER OIL CORP.

(Exact name of Registrant as specified in its Charter)

 

 




Delaware

000-49760

9800611188

 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

 



55 5 th Avenue, Suite 1702

New York, New York 10003

 

(Address of principal executive offices)

 


 

(469) 828-3900

 

(Registrant s Telephone Number)

 


 

Not Applicable

 

(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 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act 




























 








Item 4.01      Changes in Registrant s Certifying Accountant.

 

On August 21, 2018, Petro River Oil Corp. (the Company ) accepted the resignation of GBH CPAs, PC ( GBH ) and engaged Marcum LLP ( Marcum ) as its independent registered public accountants. This change occurred in connection with GBH, the Company s prior independent public accountants, resigning as a result of GBH combining its practice with Marcum effective July 1, 2018. The engagement of Marcum has been approved by the Audit Committee of the Company s Board of Directors.


Pursuant to applicable rules, the Company makes the following additional disclosures:


(a) GBH s reports on the consolidated financial statements of the Company at and for the fiscal years ended April 30, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph with respect to uncertainty as to the Company s ability to continue as a going concern.


(b) During the fiscal years ended April 30, 2018 and 2017 and through August 21, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH s satisfaction would have caused it to make reference thereto in connection with its reports on the Company s financial statements for such years. During the fiscal years ended April 30, 2018 and 2017 and through August 21, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.


(c) During the fiscal years ended April 30, 2018 an 2017 and through August 21, 2018, the Company did not consult with Marcum with respect to any matter whatsoever, including, without limitation, with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.


The Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

See Exhibit Index.

 
















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.

 






 

 

PETRO RIVER OIL CORP.





Date: August 22, 2018

 

By:

 /s/ Scot Cohen

 

 

 

Scot Cohen

 

 

 

Executive Chairman

 

 

 




EXHIBIT INDEX

 

 

Exhibit No.

 

Description

 

 

 

16.1


GBH Letter, dated August 22, 2018






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