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


   UNITED STATES OMB APPROVAL
    SECURITIES AND EXCHANGE COMMISSION OMB Number:   3235-0060
  Washington, D.C. 20549 Expires:   April 30, 2015
   FORM 8-K Estimated average burden hours per response. 5.71
     
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) July 25, 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, at approximately 5:00 p.m., pacific time, North American Oil & Gas Corp. (the “Company”) and Eide Bailly LLP (“Eide Bailly”) formally informed each other of their mutual termination of Eide Bailly 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 June 10, 2013 (date of dismissal), 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.

(b)  
Newly appointed  independent registered public accounting firm

i.  
On July 25, 2013, the Board of Directors of the Company resolved to engage the independent registered public accounting firm of MaloneBailey LLP (“MaloneBailey”), the Company’s new independent registered public accountants, which appointment MaloneBailey has accepted.

ii.  
During the two most recent fiscal years and the interim period preceding the engagement of MaloneBailey, the Company has not consulted with MaloneBailey regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by MaloneBailey or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S­K. The Company did not have any disagreements with Eide Bailly and therefore did not discuss any past disagreements with MaloneBailey.

Item 9.01 - Financial Statements and Exhibits

16.1           Letter of Eide Bailly dated June 13, 2013.

 
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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.

  North American Oil & Gas Corp.
  (Registrant)
   
Date:   July 25, 2013
/s/ Robert Rosenthal
  (Signature)*
   
  Name: Robert Rosenthal
  Title: President and Chief Executive Officer
  (principal executive officer)
 
 
 
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