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EX-16.1 - ACCOUNTANT'S LETTER - Spartan Gold Ltd.algoil_ex1601.htm


U.S. Securities and Exchange Commission
 
Washington, D.C. 20549
 
____________________
 
Form 8-K/A
 
____________________
 
 
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 20th, 2010
 
____________________
 
 
Commission File No. 0-52556
 
____________________
 
 
ALGOIL, INC.
 
(Name of small business issuer as specified in its charter)
 
Nevada
26-1478549
State of Incorporation
IRS Employer Identification No.

 
13520 Oriental St
Rockville, Md 20853
(Address of principal executive offices)
 
(202) 536-5191
(Issuer's telephone number) 
 
 
__________________________________________________
(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:
   
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14[a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 
 
 
 
 


 
EXPLANATORY NOTE
 
This report amends the current report on Form 8-K filed on August 23, 2010 by amending the disclosure contained in Item 4.01 as set forth below.
 
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant
 
Algoil, Inc.  (the “Company”) has dismissed Chang G. Park , CPA (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of August 20th,  2010, and has engaged Meyler & Company LLC , One Arin Park, 1715 Highway 35, Middletown, NJ 07748 (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the year ended December 31, 2010.  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
 
Information Required by Item 304(a)(1) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).
 
(i) On August 20th, 2010, 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 of the Company's financial statements as of and for the years ended December 31st, 2009 and 2008, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

       (iii) The reports of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31st, 2009 and 2008 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 existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.

(v) 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 Board of Director’s meeting on August 19th, 2010.
 
(iv) During the two most recent fiscal years and through August 20, 2010, 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 in Item 304(a)(1)(v) of Regulation S-K.
 
The Company has 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 statement. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K.
 
 
 
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Item 4. 01(b)     New Independent Accountants
 
On August 20th, 2010, we engaged Meyler & Company LLC (the “New Accounting Firm”) as our independent accountants for the year ending December 31st, 2010.  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 August 19th, 2010.
 
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 its appointment as New Accounting Firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or 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 the accounting, auditing or financial reporting issue; or (ii) 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
 
16.1                      Letter from Chang G. Park  CPA.


 
 
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Algoil, Inc.  has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ALGOIL, INC.
     
     
 
By:
/s/  David E. Price
   
Name:
 David E. Price
   
Title:
 Director
       
 
 
Date:  August 31, 2010
 
 
 
 
 
 
 
 
 
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