Current Report Filing (8-k)
February 25 2019 - 6:07AM
Edgar (US Regulatory)
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): January 29, 2019
Petrolia
Energy Corporation
(Exact
name of Registrant as specified in its charter)
Texas
|
(State
or other jurisdiction of incorporation)
|
|
000-52690
|
86-1061005
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
710
N. Post Oak Rd., Ste. 512, Houston, Texas 77024
(Address
of principal executive offices zip code
)
(832)
941-0011
(
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 (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
Emerging
growth company ☐
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
Effective
on January 29, 2019, MaloneBailey, LLP (“
MaloneBailey
”) resigned as the independent registered public accounting
firm of Petrolia Energy Corporation (the “
Company
”, “
we
” and “
us
”). Effective
on January 31, 2019, the Company, with the recommendation and approval of the Board of Directors of the Company, engaged M&K
CPAS, PLLC (“M&K”), as its independent registered public accounting firm.
Pursuant
to applicable rules, the Company makes the following additional disclosures:
(a)
MaloneBailey’s reports on the consolidated financial statements of the Company as of and for the fiscal years ended December
31, 2017 and 2016 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 explanatory paragraphs in respect to uncertainty as to
the Company’s ability to continue as a going concern.
(b)
During
the fiscal years ended December 31, 2017 and 2016 and through January 29, 2019 (the date of the resignation of MaloneBailey),
there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which if not resolved to MaloneBailey’s satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31,
2017 and 2016 and through January 29, 2019, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c)
During
the fiscal years ended December 31, 2017 and 2016 and through January 29, 2019, the Company did not consult with M&K 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 and either a written report was provided to the Company or oral advice was provided that M&K concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; 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 MaloneBailey 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, dated February 22, 2019, is filed as
Exhibit 16.1
to this Report.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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|
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16.1*
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Letter to Securities
and Exchange Commission from MaloneBailey, LLP, dated February 22, 2019
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*
Filed herewith.
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.
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Petrolia Energy Corporation
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/s/
Zel C. Khan
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Zel
C. Khan
Chief
Executive Officer
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Date: February 22, 2019
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EXHIBIT
INDEX
*
Filed herewith.
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