AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of report (Date of earliest event reported): August 3, 2018
AMERICAN ENERGY CORP.
name of registrant as specified in its charter)
or other jurisdiction of
Travis Street, Suite 1425
of principal executive offices, including zip code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
4.01 Changes in Registrant’s Certifying Accountant
August 3, 2018, Houston American Energy Corp. (the “Company”) engaged Marcum LLP (“Marcum”) as its independent
registered public accountants. This engagement occurred in connection with the Company’s prior independent public accountants,
GBH CPAs, PC (“GBH”) resigning, effective July 1, 2018, as a result of combining its practice with Marcum. The engagement
of Marcum has been approved by the Audit Committee of the Company’s Board of Directors.
to applicable rules, the Company makes the following additional disclosures:
GBH’s reports on the consolidated financial statements of the Company as at and for the fiscal years ended December 31,
2017 and 2016 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no disagreements with GBH on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved
to GBH’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements
for such years. During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no events of the
type described in Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, the Company did not consult with Marcum with
respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles
to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s
financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated
August 3, 2018, is filed as Exhibit 16.1 to this Report.
9.01. Financial Statements and Exhibits.
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.
||HOUSTON AMERICAN ENERGY CORP.|
August 3, 2018