Fellows Energy, Ltd Form 8K
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 8, 2006
Fellows
Energy Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-33321
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33-0967648
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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370
Interlocken Boulevard, Suite 400, Broomfield, Colorado 80021
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (303) 327-1525
Copies
to:
Marc
Ross, Esq.
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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))
Item
4.01 Changes in Registrant’s Certifying Accountant
On
March
10, 2006, Fellows Energy, Ltd. (the “Company”) engaged the firm of Mendoza
Berger & Company, LLP
(“Mendoza Berger”) to serve as its independent registered public accountants for
the fiscal year ending December 31, 2005. On March 9, 2006, the Company notified
Hall and Company, CPAs (“Hall and Company”) that it was terminating Hall and
Company’s services. The
decision to change accountants was recommended and approved by the Company’s
Audit Committee and Board of Directors. The Company decided to switch its
independent registered public accountanting firm because the audit engagement
partner it had worked with at Hall and Company left to join Mendoza Berger.
The
Company believes this partner’s intimate knowledge of its operations from
inception merits a transition to Mendoza Berger.
During
the two fiscal years ended December 31, 2003 and 2004, and through March 9,
2006, (i) there were no disagreements between the Company and Hall and Company
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Hall and Company would have caused Hall and Company to make
reference to the matter in its reports on the Company’s financial statements,
and (ii) except for Hall and Company’s report on the Company's December 31, 2004
financial statements dated March 29, 2005, except for Note 12, as to which
the
date is February 13, 2006, which included an explanatory paragraph wherein
they
expressed substantial doubt about the Company's ability to continue as a going
concern, Hall and Company’s reports on the Company’s financial statements did
not contain an adverse opinion or disclaimer of opinion, or was modified as
to
audit scope or accounting principles. During the two fiscal years ended December
31, 2004 and 2003 and through March 9, 2006, there were no reportable events
as
the term described in Item 304(a)(1)(iv) of Regulation S-B.
During
the two fiscal years ended December 31, 2004 and 2003 and through March 9,
2006,
the Company has not consulted with Mendoza Berger regarding either:
| 1. |
The
application of accounting principles to any specific transaction,
either
completed or proposed, or the type of audit opinion that might be
rendered
on the Company’s financial statements, and neither a written report was
provided to Mendoza Berger nor oral advice was provided that Mendoza
Berger concluded was an important factor considered by the Company
in
reaching a decision as to the accounting, auditing or financial reporting
issue; or
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| 2. |
Any
matter that was either subject of disagreement or event, as defined
in
Item 304(a)(1)(iv) of Regulation S-B and the related instruction
to Item
304 of Regulation S-B, or a reportable event, as that term is explained
in
Item 304(a)(1)(iv) of Regulation S-B.
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On
March
14, 2006, the Company provided Hall and Company with a copy of the disclosures
it is making in response to Item 4.01 on this Form 8-K, and has requested that
Hall and Company furnish it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements within
10 business days of the filing of this Form 8-K. Such letter is filed herewith
as Exhibit 16.1.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
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Exhibit
Number
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Description
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16.1
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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.
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Fellows
Energy Ltd.
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| Date:
March 15, 2006 |
By: |
/s/
George
S. Young |
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George
S. Young
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Chief
Executive Officer
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