Current Report Filing (8-k)

Date : 03/20/2018 @ 10:09AM
Source : Edgar (US Regulatory)
Stock : Black Stallion Oil & Gas Inc. (PN) (BLKG)
Quote : 0.0001  0.0 (0.00%) @ 12:25PM

Current Report Filing (8-k)

 

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):

March 20, 2018

 

Commission File Number: 000-55658

 

BLACK STALLION OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

99-0373017

(State of incorporation)

 

(IRS Employer ID Number)

 

871 Coronado Center, Suite 200

Henderson, Nevada 89052

(Address of principal executive offices)

 

50 Fountain Plaza, Suite 1400, Buffalo, NY 14202

(Former address)

 

(716) 961-3244

Registrant’s telephone number, including area code

 

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 (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 4.01 CHANGES IN REGISRANT’S CERTIFYING ACCOUNTANT

 

Black Stallion Oil and Gas, Inc. (the “Company”) has dismissed Weinstein & Company (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of March 19, 2018. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.

 

Item 4.01(a) Previous Independent Accountants

 

(i) On March 19, 2018, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.

 

(ii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2017 and 2016, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii) below.

 

(iii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended August 31, 2017 and 2016, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception and uncertain conditions exist which the Company faces relative to its obtaining capital in the equity markets.

 

(iv) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved the change of the independent accountants at a meeting on March 19, 2018.

 

(v) During the fiscal years ending December 31, 2017 and 2016, and during the interim period through March 13, 2018, there (i) have been no disagreements with the Former Accounting Firm 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 Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (ii) were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K.

 

The Company requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 4.01(b) New Independent Accountants

 

On March 19, 2018, the Company engaged PLS CPA (the “New Accounting Firm”) as our independent registered public accounting for the year ended December 31, 2018. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on March 19, 2018.

 

The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to March 14, 2018 (the date of the New Accounting Firm’s appointment regarding (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 our financial statements and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibits

 

Exhibit

 

Description

 

 

 

16.1

 

Letter from Weinstein & Co.

  

 
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 hereunto duly authorized.

 

 

 

Black Stallion Oil and Gas, Inc.

   

 

Date: March 20, 2018

By:

/s/ Ira Morris

 

Ira Morris

 

Chief Executive Officer

 

 

3

 

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