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): August 29, 2012
SAVOY ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-34710
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26-0429687
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(State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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2100 West Loop South, Ste. 900, Houston, Texas
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77027
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (713) 243-8788
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:
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[__]
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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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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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The Principal Financial Officer of Savoy Energy Corporation (the “Registrant”) has made a determination that the consolidated financial statements of the Registrant as of December 31, 2010 and for the year then ended as contained in its Annual Report on Form 10-K/A, as well as the consolidated financial statements filed in Form 10-Q for the periods ending March 31, 2011, June 30, 2011 and September 30, 2011, should no longer be relied upon because of errors in such reports. This conclusion was reached in August 2012, in connection with the preparation of Form 10-K for the fiscal year ended December 31, 2011.
The consolidated financial statements for the year ended December 31, 2010 included $35,000 as compensation expense, that was erroneously recorded as a reduction in paid in capital; related to payments made pursuant to an agreement with a shareholder and working interest participant in certain oil and gas properties to allow the shareholder to put their interest in the properties to the Company. Additionally, the Company is correcting an error in accounting for certain convertible promissory notes. The convertible promissory notes contained conversion features that would require the Registrant to issue common shares upon exercise of the conversion feature that would exceed the Registrant’s authorized common shares. As a result the restated consolidated financial statements will include a derivative liability and a discount to convertible promissory notes (the “note discount”), as well as an increase to interest expense for the related amortization of the note discount.
The effect of the restatement increased total liabilities by $14,498, increased paid in capital by $35,000 and increased the net loss for the year ended December 31, 2010 by $49,518.
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a) Balance sheet
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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CURRENT LIABILITIES
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Notes payable, net of note discount of $79,130
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518,000 | 95,500 | 16,370 | 438,870 | ||||||||||||
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Derivative liability
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6,653 | 100,281 | 93,627 | |||||||||||||
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Total current liabilities
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903,781 | 102,153 | 116,651 | 918,279 | ||||||||||||
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TOTAL LIABILITIES
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912,336 | 102,153 | 116,651 | 926,834 | ||||||||||||
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STOCKHOLDERS’ DEFICIT
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Additional paid-in-capital
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1,797,657 | 0 | 35,000 | 1,832,657 | ||||||||||||
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Accumulated deficit
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(2,699,415 | ) | 56,151 | 6,653 | (2,748,913 | ) | ||||||||||
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Total stockholders’ deficit
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(838,112 | ) | 56,151 | 41,653 | (852,610 | ) | ||||||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 74,224 | 158,304 | 158,304 | $ | 74,224 | ||||||||||
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b) Statement of operations
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As reported
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Adjustments
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As adjusted
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General and administrative expense
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1,252,698 | 35,000 | 1,287,698 | |||||||||||||
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Total costs and expenses
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984,661 | 35,000 | 0 | 1,019,661 | ||||||||||||
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Operating loss
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(928,200 | ) | (35,000 | ) | 0 | (963,200 | ) | |||||||||
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OTHER EXPENSES
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Interest expense
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(11,385 | ) | (21,151 | ) | 0 | (32,536 | ) | |||||||||
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Change in fair value of liability expense
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6,653 | 6,653 | ||||||||||||||
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Total other expenses
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(189,223 | ) | 56,151 | 6,653 | (203,721 | ) | ||||||||||
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Net loss
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$ | (1,117,423 | ) | 56,151 | 6,653 | (1,170,666 | ) | |||||||||
The Registrant does not have an audit committee; however, the Principal Financial Officer discussed with the Registrant’s auditors the matters which are the subject of this filing.
The Company is continuing to work on filing amended financial statements for the above mentioned periods.
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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SAVOY ENERGY CORPORATION
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DATE: August 31, 2012
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By:
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/s/ Arthur Bertagnolli
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Arthur Bertagnolli
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President and Chief Executive Officer
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