8-K 1 v204586_8k.htm
 
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) December 1, 2010
 
AMERICAN EAGLE ENERGY INC.
(Exact name of registrant as specified in its charter)

Nevada
333-143626
20-8642477
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

27 North 27th Street, Suite 21G, Billings, Montana 59101
(Address of principal executive offices)    (Zip Code)
 
Registrant’s telephone number, including area code:   (406) 294-0765
 
 
(Former name or former address, if changed since last report)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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
 
 
On December 1, 2010, American Eagle Energy Inc. (the “Registrant”) dismissed Seale and Beers, CPA’s (“S and B”) as the Registrant’s principal accountant effective on such date.  The reports of S and B on the Registrant’s financial statements for fiscal years 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, were not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception of a qualification with respect to uncertainty as to the Registrant’s ability to continue as a going concern.  The Registrant engaged Kelly & Company (“Kelly”) as its new principal accountant effective as of December 1, 2010.  The decision to change accountants was recommended and approved by the Registrant’s Board of Directors.
 
During fiscal years 2009 and 2008, the fiscal quarter ended July 31, 2010, and the subsequent interim period through December 1, 2010, the date of dismissal, there were no disagreements with S and By on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of S and B, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
 
The Registrant engaged Kelly as the Registrant’s new independent accountant as of December 1, 2010.  During fiscal years 2009 and 2008, the fiscal quarter ended July 31, 2010, and the subsequent interim period through December 1, 2010, neither the Registrant nor anyone on the Registrant’s behalf engaged Kelly regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, or any matter that was either the subject of a “disagreement” or a “reportable event,” both as such terms are defined in Item 304 of Regulation S-K.
 
The Registrant has made the contents of this Form 8-K available to S and B and requested it to furnish a letter to the Securities and Exchange Commission as to whether S and B agrees or disagrees with, or wishes to clarify the Registrant’s expression of its views.  A copy of such letter is attached hereto as Exhibit 16.1.
 
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
  
Description of Exhibit
     
16.1*
  
Letter from Seale and Beers, CPA’s.
 
*  Filed herewith.
 
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:  December 3, 2010
AMERICAN EAGLE ENERGY INC.
   
 
By:
/s/ Richard Findley
   
Richard Findley
   
President
 
 
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