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): February 22, 2016 (February 22, 2016)
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ERHC ENERGY INC.
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(Exact name of registrant as specified in its charter)
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Colorado
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000-1-7325
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88-0218499
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5444 Westheimer Road, Suite 1440, Houston, Texas
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77056
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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
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(713) 626-4700
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None
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 16, 2016, ERHC Energy, Inc. (“ERHC” or the “Company”) filed Form NT 10-Q informing the SEC that Form 10-Q for the period ending December 31, 2015(“Form 10-Q”) would be filed on or before the fifth calendar day following the prescribed due date for Form 10-Q. On February 22, 2016 Form 10-Q was filed with the SEC. This disclosure accompanies Form 10-Q.
The Company will restate its previously issued consolidated financial statements for the years ended September 30, 2015 and 2014 to reflect income tax adjustments required in those statements as identified in January 2016 following the completion of an Internal Revenue Service tax audit of the Company’s 2006 tax return.
This restatement is necessitated by the Internal Revenue Service disallowing certain deductions on ERHC’s 2006 tax return. The disallowance resulted from stock based compensation expense that the Company had recognized as a deductible expense in its 2006 tax return. The disallowance was the outcome of an Internal Revenue Service audit of ERHC’s 2006 return, which audit lasted nearly seven years and has been previously disclosed. As such, the consolidated financial statements for the years ended September 30, 2015 and 2014 are in the process of being restated to properly reflect the tax liabilities that should have been recorded in 2006.
The Company’s authorized officer has discussed the non-reliance with its independent auditors MaloneBailey LLP.
Forward-Looking Statements
Forward-looking statements in this 8-K are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the statements regarding potential errors in previously issued financial statements; the nature, magnitude and scope of potential errors and the Company's investigation and analysis of such potential errors. These statements are just predictions reflecting management’s current judgment and involve risks and uncertainties, such that actual results may differ significantly. These risks include, but are not limited to, additional actions resulting from the Company's continuing internal review, as well as the review and audit by the Company's independent auditors of restated financial statements, if any, and actions resulting from discussions with or required by the Securities and Exchange Commission, along with other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the fiscal 2006 and the Company’s Quarterly Reports on Form 10-Q for subsequent quarters. The Company disclaims any obligation to update any forward-looking statements.
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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ERHC ENERGY INC.
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Dated : February 22, 2016
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By:
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/s/ Peter Ntephe
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Name:
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Peter Ntephe
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Title:
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Chief Executive Officer
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