- Current report filing (8-K)
November 23 2009 - 4:41PM
Edgar (US Regulatory)
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): November 23,
2009
Savoy Energy
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
333-151960
|
26-0429687
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
11200 Westheimer, Suite 900, Houston,
TX
|
77042
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(713)
243-8788
___________________________________________________
(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:
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
|
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
November 23, 2009, the Company’s Board of Directors, after discussion and
advisement with the Company’s independent registered public accounting firm,
authorized the restatement of our previously issued (audited) consolidated
financial statements for the year ending December 31, 2008, in our annual report
on Form 10-K as filed with the Securities and Exchange Commission (the
“Commission”) on March 30, 2009. The Board also authorized restatement of our
previously issued (unaudited) consolidated financial statements for the periods
ended March 31, 2009 and June 30, 2009 in our quarterly reports on Form 10-Q as
filed with the Commission on May 20, 2009 and August 21, 2009,
respectively.
On August
27, 2009, the PCAOB revoked the registration of our prior auditor, Moore &
Associates Chartered, because of violations of PCAOB rules and auditing
standards in auditing financial statements, PCAOB rules and quality controls
standards, And Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and noncooperation with a Board investigation. The
Company was notified by the SEC that a due to the revocation, a reaudit of the
Company’s financial statements for the year ended December 31, 2008 would be
required.
On
September 10, 2009 the Company engaged GBH CPAs, PC to perform the required
reaudit and in connection therewith, the Company has identified material errors
in its previously issued financial statements. These misstatements
require that the financial statements for the fiscal year ended December 31,
2008 and the quarters ended March 31, 2009 and June 30, 2009 be
restated.
The
largest error related to the impairment of the Company’s oil and gas properties
for the year ended December 31, 2008. It has been determined that the
oil and gas properties should have been impaired to a net value of $24,168 and
the Company should have recognized a corresponding impairment expense of
$674,321. Additionally, the Company has reclassified various account
classes to improve presentation and accuracy.
The
errors discovered relating to the year ended December 31, 2008 also led to
material errors in the quarterly reports filed for the periods ended March 31,
2009 and June 30, 2009. In these periods, oil and gas properties were
overstated. This overstatement led to overstated depreciation,
depletion and amortization expenses. The Company also neglected to
accrue interest payable on the OIL debt and salary expense related to an
employment agreement with the Company CEO. The Company also had
determined that they overestimated the value of shares issued for services
resulting in an overstatement of general and administrative expenses of
$560,250. In this restatement, the Company has reclassified various
account classes to improve presentation and accuracy.
FOR THE
EFFECT OF THE RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YEAR ENDED DECEMBER 31, 2008, AND PERIODS ENDED MARCH 31, 2009
AND JUNE 30, 2009, PLEASE REFER TO THE AMENDMENTS TO OUR FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2008 AND FORMS 10-Q FOR THE PERIODS ENDED MARCH 31, 2009 AND
JUNE 30, 2009, EXPECTED TO BE FILED AS SOON AS PRACTICABLE.
We
requested that our independent auditor respond with a letter whether it agrees
with the statements in this Current Report on Form 8-K. The letter is
attached hereto as Exhibit 16.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits
Exhibit
Description.
Number
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.
Savoy
Energy Corporation
/s/Arthur
Bertagnolli
Arthur
Bertagnolli
President,
Chief Executive Officer
Date:
November 23, 2009
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