UNITED STATES
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) – August 11, 2016
ROYAL ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | | 000-52547 | | 11-3480036 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS Employer Identification No.) |
56 Broad Street, Suite 2, Charleston, SC 29401
(Address of principal executive offices, including zip code)
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) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| [ ] | 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
(a) Termination of Paritz & Company, P.A.
i. Effective August 11, 2016, Royal Energy Resources, Inc. (the “Company”) received notification from Paritz & Company, P.A. (“Paritz”) that they would be unable to continue as the Company’s principal independent registered public accounting firm. The board of directors does not have a separate audit committee and approved the resignation of Paritz.
ii. The report of Paritz on the Company’s financial statements for the fiscal year ended August 31, 2015, did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, except that Paritz’s report for that fiscal year contained an explanatory paragraph with respect to the substantial doubt about the Company’s ability to continue as a going concern.
iii. During the fiscal year ended August 31, 2015 and during the subsequent period through the date of Paritz’s resignation, there were no: (1) disagreements between the Company and Paritz, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Paritz, would have caused Paritz to make reference thereto in its opinion to the subject matter of the disagreement or (2) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
iv. The Company provided Paritz with a copy of this Current Report on Form 8-K and has requested that Paritz furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Paritz agrees with the statements made in this Current Report on Form 8-K with respect to Paritz and, if not, stating the items with which they do not agree. A copy of Paritz’s letter has been filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of Brown, Edwards & Company, L.L.P.
i. Effective August 11, 2016, the Company engaged Brown, Edwards & Company, L.L.P. (“BrownEdwards”) as the Company’s independent registered public accounting firm. The engagement was approved by the board of directors, which also serves the role of audit committee.
ii. In connection with the Company’s appointment of BrownEdwards as the Company’s independent registered accounting firm, the Company has not consulted BrownEdwards on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | (a) | Financial Statements of Business Acquired – not applicable |
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| | (b) | Pro Forma Financial Information – not applicable |
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| | (c) | Exhibits |
| | | Exhibit | | |
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| | | 16.1 | | Letter from Paritz & Company, P.A., to the Securities and Exchange Commission |
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 thereunto duly authorized.
| | ROYAL ENERGY RESOURCES, INC. |
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| August 11, 2016 | By: | /s/ William L. Tuorto |
| | | William L. Tuorto |
| | | Chief Executive Officer |
