8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 16, 2008

Phoenix Energy Resource Corporation

 (Exact Name of Registrant as Specified in Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

333-137293

(Commission File Number)

20-5408832

(I.R.S. Employer Identification No.)

1001 Bayhill Drive

2nd Floor – Suite 200

San Bruno, CA 94066

(Address of Principal Executive Offices) (Zip Code)

(650) 616-4123

(Registrant's Telephone Number, Including Area Code)

Copies to:

JPF Securities Law, LLC

17111 Kenton Drive

Suite 100B

Cornelius, NC 28031

(704) 897-8334 Tel

(888) 608-5705 Fax

This Current Report on Form 8-K is filed by Phoenix Energy Resource Corporation, a Nevada corporation (“Registrant”), in connection with the items described below.

ITEM 4.01. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

On May 16, 2008, Registrant’s Board of Directors made the decision to change its auditor.  Instead of Lawrence Scharfman & Co., CPA P.C., the Board of Directors decided to retain Mantyla McReynolds, LLC as its independent auditor to review Registrant’s quarterly reports for the quarter ending March 31, 2008 and to audit Registrant’s financial statements for the year ended June 30, 2008. The former auditor, Lawrence Scharfman & Co., CPA P.C., will be dismissed effective on May 14, 2008upon a change in the Registrant’s management. Registrant does not have an audit committee.

In the audit report on the financial statements for the year ended June 30, 2007, Lawrence Scharfman & Co., CPA P.C. disclosed an uncertainty of the Registrant to continue as a going concern. During the two most recent fiscal years and any subsequent interim period through the date of dismissal, there were no disagreements with the former auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former auditor, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports.

The engagement date for the new auditor, Mantyla McReynolds, LLC, is May 16, 2008. Neither the Registrant (or anyone on its behalf) consulted the new auditor regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the small business issuer’s financial statements. Neither written or oral advice was provided that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue.

Prior to making the decision to retain Mantyla McReynolds, LLC, Registrant had no prior relationship with Mantyla McReynolds, LLC or any of its members.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibits.
	Exhibit 10.1	Letter from our former auditor, Lawrence Scharfman & Co., CPA P.C., indicating agreement with our disclosures in this Form 8-K.

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.

	PHOENIX ENERGY RESOURCE CORPORATION
Date: August 12, 2008	By:	/s/ Rene Ronald Soullier
		Rene Ronald Soullier President

EX-10.1

PHOENIX ENERGY RESOURCE CORPORATION

1001 Bayhill Drive

Suite 200

San Bruno, California  94066

Telephone No.:  650-616-4123

To: Securities and Exchange Commission

VIA EDGAR

Re:      PHOENIX ENERGY RESOURCE CORPORATION

Item 4.01 Form 8-K

Filed May 19, 2008

File No. 0-52843

Dear Mr. Henderson:

We have filed on EDGAR Amendment No. 1 to our Item 4.01 Form 8-K. Below are the responses to your comments. We hope our answers will assist in your review. Please do not hesitate to contact us with any questions.

General

1.   Please revise the Form to state whether the former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K.

Response 1:  We have revised the Form 8-K to state that the former accountant was dismissed on May 14th, 2008.

2.   Please revise to state whether the decision to change your accountants was approved by your board of directors.

Response 2:  We have revised our filing to state that the decision to change our auditor was approved by our board of directors.

3.   In addition, Item 304(a)(1)(ii) of Regulation S-K requires a statement whether the accountant’s report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification.  This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant’s report.  Please revise your filing accordingly.

Response 3: We have revised our filing to state that in the auditor’s report on the financial statements for the year ended June 30, 2007, our former auditor disclosed an uncertainty in the Registrant’s continuing as a going concern.

4.   Revise your filing to state whether during the two most recent fiscal years and any subsequent interim period through the date of resignation, declination or dismissal there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports.  In the event of disagreement(s) and/or reportable event(s), provide the specific disclosures required by Item 304(a)(1)(iv) and (v) of Regulation S-K.

Response 4:  We have revised our filing to state that during the two most recent fiscal years and any subsequent interim period through the date of dismissal, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports.

5.   Please amend your Form 8-K to include the required letter from your former accountant indicating whether or not they agree with your disclosures in the Form 8-K.

Response 5:  We contacted our old auditor Lawrence Scharfman & Co. in order to get a consent.  Lawrence Scharfman requested a payment of $2,500 to provide the consent and we paid him on August 4, 2008.  Since paying Lawrence Scharfman we have followed up with them by phone and email for the consent, however there has been no response since they sent the wiring instructions with the demand for $2.500.  Lawrence Scharfman did leave a voicemail for the company, however he has been unavailable ever since.

6.   Your current disclosures do not meet the requirements of Item 304(a)(2)(i) and (ii) of Regulation S-K concerning the appointment of your new accountant.  Please revise accordingly.

Response 6:  We have revised our filing to meet the requirements of Item 304(a)(2)(i) and (ii) of Regulation S-K concerning the appointment of our new auditor.

We acknowledge that:

·   Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·   The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·   The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Rene Soullier

Rene Soullier, President