Attached files
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
May 20, 2015
Date of Report (Date of earliest event reported)
AMERICA RESOURCES EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada 333-196409 98-1153516
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1255 W. Rio Salado Parkway
Suite 215
Tempe, AZ 85281
(Address of principal executive offices) (Zip Code)
(480) 830-2700
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Through May 20, 2015, Harris & Gillespie CPA's, PLLC (the "Harris &
Gillespie Entity") was the independent registered public accounting firm of
America Resources Exploration Inc. (previously known as Alazzio Entertainment
Corp. (the "Company"). Mr. Michael Gillespie was the audit partner at the Harris
& Gillespie Entity responsible for auditing the Company. On May 7, 2015, Mr.
Gillespie informed the Company's legal counsel that the Harris & Gillespie
Entity was in the process being dissolved. On January 15, 2015, Mr. Gillespie
formed a new entity called Gillespie & Associates, PLLC (the "Michael Gillespie
Entity"). Mr. Thomas J. Harris, formerly a partner at the Harris & Gillespie
Entity, is not affiliated in any way with the Michael Gillespie Entity. On May
20, 2015, the Board dismissed the Harris & Gillespie Entity as its independent
registered public accounting firm
Other than an explanatory paragraph included in the Harris & Gillespie Entity's
audit report for the Company's fiscal years ended March 31, 2014, relating to
the uncertainty of the Company's ability to continue as a going concern, the
audit report of the Harris & Gillespie Entity on the Company's financial
statements for fiscal year ended March 31, 2014, did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's 2014 fiscal year and through May 20, 2015, there were no
disagreements (as defined in item 304 of Regulation S-K) with the Harris &
Gillespie Entity 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 Harris & Gillespie Entity, would have
caused it to make reference to the subject matter of the disagreements in
connection with their report, and (2) there were no "reportable events" as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
Since Mr. Gillespie was the audit partner at the Harris & Gillespie Entity
responsible for auditing the Company, the Company furnished Mr. Gillespie with a
copy of this disclosure on May 21, 2015, providing Mr. Gillespie with the
opportunity to furnish the Company with a letter addressed to the Commission
2
stating whether he agrees with the statements made by the Company herein in
response to Item 304(a) of Regulation S-K and, if not, stating the respect in
which he does not agree. A copy of Mr. Gillespie's letter addressed to the
Commission is filed as Exhibit 16.1 to this Report.
(b) On May 21, 2015, the Company engaged Briggs & Veselka Co., PC ("Briggs &
Veselka") as the Company's independent accountant to audit the Company's
financial statements and to perform reviews of interim financial statements.
During the fiscal year ended March 31, 2014, through May 21, 2015 neither the
Company nor anyone acting on its behalf consulted with Briggs & Veselka
regarding (i) either the application of any accounting principles to a specific
completed or contemplated transaction of the Company, or the type of audit
opinion that might be rendered by Briggs & Veselka on the Company's financial
statements; or (ii) any matter that was either the subject of a disagreement
with the Harris & Gillespie Entity or a reportable event with respect to the
Harris & Gillespie Entity.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
Ex. No. Date Document
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16.01 May 22, 2015 Harris & Gillespie CPAS PLLC SEC Letter
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.
AMERICA RESOURCES EXPLORATION INC.
DATE: May 22, 2015
By: /s/ Huang Yu
-------------------------------
Name: Huang Yu
Title: President
