form8k.htm
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): January 16,
2009
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HOUSTON
AMERICAN ENERGY CORP.
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(Exact
name of registrant as specified in Charter)
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Delaware
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1-32955
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76-0675953
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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801
Travis Street, Suite 1425
Houston,
Texas 77002
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(Address
of Principal Executive Offices)(Zip Code)
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713-222-6966
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(Issuer
Telephone number)
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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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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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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£
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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
4.01.
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Changes
in Registrant’s Certifying
Accountants.
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On
January 16, 2009, Houston American Energy Corp. (the “Company”) dismissed Malone
& Bailey, PC (“M&B”) as the Company’s independent registered public
accounting firm. On the same date, the Company appointed GBH CPAs, PC
(“GBH”) as the Company’s new independent certifying accountants.
The
decision to dismiss M&B and appoint GBH was recommended and approved by the
Company’s audit committee and board of directors.
M&B’s
report on the financial statements for the year ended December 31, 2007 did not
contain an adverse opinion or disclaimer, and was not qualified or modified as
to uncertainty, audit scope, or accounting principles.
During
the Company’s two most recent fiscal years (commencing with the appointment of
M&B on April 16, 2007) and any subsequent interim period preceding the
dismissal of M&B, there were no disagreements with M&B 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
M&B, would have caused M&B to make reference to the subject matter of
the disagreement(s) in connection with its report.
During
the Company’s two most recent fiscal years (commencing with the appointment of
M&B on April 16, 2007) and any subsequent interim period preceding the
dismissal of M&B, there have been no reportable events of the type required
to be disclosed by Item 304(a)(1)(v) of Regulation S-K, except that M&B
advised the Company of material weaknesses in the Company’s internal control
over financial reporting as of December 31, 2007. For further
discussion of the material weaknesses identified, refer to Item 9A(T) of the
Company’s amended annual report on Form 10-K/A for the year ended December 31,
2007.
Prior to
the engagement of GBH, the Company did not consult with such firm regarding the
application of accounting principles to a specific completed or contemplated
transaction, or any matter that was either the subject of a disagreement or a
reportable event. The Company also did not consult with GBH regarding the type
of audit opinion which might be rendered on the Company's financial statements
and no oral or written report was provided by GBH.
The
Company has provided M&B with a copy of the disclosures it is making in
response to Item 304(a) of Regulation S-K. The Company has requested
that M&B review the disclosure and furnish the Company with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Company in response to Item 304(a) of Regulation S-K and, if not, stating
the respects in which it does not agree. Such letter is filed as an
exhibit to this Report.
The audit
partner from GBH assigned to our account was previously our audit partner at
M&B. We considered the continuity of the audit partner to be a significant
factor in the decision to change our independent registered public accounting
firm.
M&B
was originally appointed as our independent registered public accounting firm on
April 16, 2007 and did not provide services for fiscal years prior to
2007.
Item
9.01.
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Financial
Statements and Exhibits.
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Letter
from Malone & Bailey, PC regarding change of certifying independent
accountant.
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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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HOUSTON
AMERICAN ENERGY CORP.
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Dated: January
22, 2009
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By:
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/s/
James J. Jacobs
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James
J. Jacobs,
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Chief
Financial Officer
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