Attached files

file filename
EX-16.1 - LETTER OF EIDE BAILLY - North American Oil & Gas Corp.namg_ex161.htm


    OMB APPROVAL
  UNITEDSTATES  OMB Number: 3235-0060
 
SECURITIESANDEXCHANGECOMMISSION
 Expires: April 30, 2015
  Washington, D.C. 20549  Estimated average burden
     hours per response. 5.71
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) June 11, 2013
 
North American Oil & Gas Corp.
(Exact name of registrant as specified in its charter)

Nevada
(State of other jurisdiction of incorporation)

333-172896
(Commission File Number)

98-087028
(IRS Employer Identification No.)

56 E. Main Street, Suite 202
Ventura, California 93001
(Address of principal executive offices) (Zip Code)

(805) 643-0385
Registrant’s telephone number, including area code
 
_____________________________________________________
(Former name or former address, if changed since last report.)

Copies to:
Aaron Botti, Esq.
Musick, Peeler & Garrett LLP
2801 Townsgate Road, Suite 200
Westlake Village, California 93021
Telephone No.: (805) 418-3110
Facsimile No.: (805)418-3101
 
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):
 
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 240.14a-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))
 


 
 

 
 
Item 4.01 – Changes in Registrant’s Certifying Accountant

(a)
Previous independent registered public accounting firm

i.  
On June 10, 2013, North American Oil & Gas Corp. (the “Company”) and Eide Bailly LLP (“Eide Bailly”) formally informed each other of their mutual termination as the Company’s independent registered public accounting firm.

ii.  
The reports of Eide Bailly on the Company’s financial statements as of and for the years ended December 31, 2012 and 2011 and for the period from June 10, 2010 (date of inception) to December 31, 2012, and through March 31, 2013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

iii.  
The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.

iv.  
During the year ended December 31, 2012 and for the period from June 10, 2011 (date of inception) to December 31, 2012, and through March 31, 2013, there have been no disagreements with Eide Bailly on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Eide Bailly would have caused them to make reference thereto in connection with their report on the financial statements for such years.

v.  
The Company has requested that Eide Bailly furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.

Item 5.07 – Submission of Matters to a Vote of Security Holders
 
On June 10, 2013 at 1:30 pm in the offices of North American Oil & Gas Corp., Ventura, CA, the Company held its first annual meeting. Proxies were not solicited, as a majority of shareholder votes, 30,200,000, were given approving the following:
 
1)  
By unanimous vote the shareholders elected Robert Rosenthal, Donald Boyd, Gregory Renwick and Cosimo Damiano as members of the Board of Directors. Each Director will serve for a one-year term.

2)  
By unanimous vote the shareholders approved the Executive Officer’s compensation.

3)  
By unanimous vote the shareholders approved to vote once every three years for the advisory vote on Executive Compensation.

4)  
By unanimous vote the shareholders ratified the appointment of Independent auditors Eide Bailly LLP.

 
2

 

Item 9.01 – Financial Statements and Exhibits

16.1 
Letter of Eide Bailly dated June 13, 2013.


 
3

 
 
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.
 
 
  North American Oil & Gas Corp.  
  (Registrant)  
       
Date: June 13, 2013
By:
/s/ Robert Rosenthal  
   
(Signature)*
 
  Name: Robert Rosenthal  
  Title: President and Chief Executive Officer  
    (principal executive officer)  
 
 
 
 
 
 
 
4