UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 10, 2008
Nevada 000--27791 98-0412805
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
|
Registrant's telephone number, including area code: (604) 970-0901
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:
[_] 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))
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 10, 2008 the firm Williams & Webster, P.S. of Spokane, Washington, resigned as the principal accountant to audit the Registrant's financial statements. Williams & Webster, P.S., were the auditors of the financial statements for the fiscal years of the Registrant ended June 30, 2007 and 2006.
Except for the following qualification, the report of Williams & Webster, P.S, for the fiscal years of the Registrant ended June 30, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has no revenues and limited cash.
In addition, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note
2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
During the fiscal years of the Registrant ended June 30, 2007 and 2006 and through September 10, 2008, there were no disagreements with Williams & Webster, P.S., 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 Williams & Webster, P.S., would have caused Williams & Webster, P.S., to make reference thereto in his report on the Registrant's financial statements for such year.
During the fiscal years of the Registrant ended June 30, 2007 and 2006 and through September 10, 2008, there were no "reportable events" with respect to the Registrant as that term is defined in Item 304(a)(1)(iv) of Regulation S-B.
During the fiscal years of the Registrant ended June 30, 2007 and 2006 and through September 10, 2008, the Registrant did not consult with Williams & Webster, P.S., with respect to any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.
The Registrant provided a copy of the foregoing disclosures to Williams & Webster, P.S., prior to the date of filing this report and requested that they provide it with a letter addressed to the Securities and Exchange Commission stating whether or not they agrees with the statements in this Item 4.01. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-k.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
Exhibit Description
Number
16.1 Letter of Williams & Webster, P.S., dated September 16,
2008, regarding change in certifying accountant of Apolo
Gold & Energy, Inc.
|
SIGNATURE
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.
Date: September 15, 2008 APOLO GOLD & ENERGY, INC.
/s/ ROBERT G. DINNING
-----------------------
ROBERT G. DINNING
Chief Financial Officer & Secretary
|
Exhibit 16.1
September 16, 2008
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street NE
Washington, DC 20549
Re: Apolo Gold & Energy Inc.
Commission File Number (000-27791)
Dear Sirs:
We have read Item 4.01 of Apolo Gold & Energy Inc.'s Form 8-K dated September 15, 2008, and we agree with the statements made in all paragraphs.
Sincerely,
/s/ Williams & Webster, P.S. ---------------------------- Williams & Webster, P.S. Certified Public Accountants Spokane, Washington |