August 7, 2006
Ryan Milne
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
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| Re: | | Response to Comment Letter Regarding
Cygnus Oil and Gas Corporation
Item 4.01 Form 8-K Filed July 26, 2006
File No. 0-50228 |
Dear Mr. Milne:
We have received your letter dated July 31, 2006 regarding Item 4.01 of the Form 8-K filed by Cygnus Oil and Gas Corporation (“Cygnus”) on July 26, 2006. Our responses to your comments are as follows:
| 1. | | Please disclose whether the former accountant resigned, declined to stand for reelection or was dismissed, and the specific date of such termination, as required by Item 304(a)(1)(i) of Regulation S-K. |
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| Response: | | We attach to this letter the amended Form 8-K, which states that Cygnus dismissed its former independent public accounting firm, L J Soldinger Associates LLC, effective July 20, 2006. |
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| 2 | | We note that you will file a copy of Exhibit 16 letter from your former and current accountants in a future amendment. We may have future comments upon the filing of such letter. |
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| Response: | | We attach to this letter the letters of concurrence from each of L J Soldinger Associates LLC, its former independent public accounting firm, and UHY LLP, its current public accounting firm, stating that each such accounting firm agrees with the statements contained in the Form 8-K filed by Cygnus on July 26, 2006 and the Form 8-K/A attached hereto. We understand that you may have future comments based upon these letters. |
As requested by your letter, Cygnus hereby acknowledges that:
| | (i) | | Cygnus is responsible for the adequacy and accuracy of the disclosure in the filing; |
| | (ii) | | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
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| | (iii) | | Cygnus may not assert staff positions as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have further comments or questions, please contact me.
Sincerely,
Stephen C. Haynes
Chief Financial Officer and Treasurer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: July 20, 2006
(Date of earliest event reported)
Cygnus Oil and Gas Corporation
(Exact Name of Registrant as Specified in Its Charter)
| | | | | |
| Delaware | | 000-50228 | | 33-0967974 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | | | | |
1600 Smith Street, Suite 5100
Houston, Texas | | | |
77002 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(713) 784-1113
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (seeGeneral Instruction A.2. below):
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))
Item 4.01 Change in Registrant’s Certifying Accountant
On July 26, 2006, Cygnus Oil and Gas Corporation (the “Company”) filed its Current Report on Form 8-K dated July 20, 2006 with the Securities and Exchange Commission (the “SEC”) announcing that on July 20, 2006 the audit committee of the Company’s board of directors approved changing Company’s independent public accounting firm from L J Soldinger Associates LLC (“LJSA”) to UHY LLP (“UHY”) for the fiscal year 2006.
In accordance with Item 4.01 of Form 8-K and Item 304(a)(3) of Regulation S-K, the Company provided LJSA with a copy of its disclosures contained in the July 20 Form 8-K and this Form 8-K/A and requested that LJSA furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in such Forms 8-K, and if not, stating the respects in which it does not agree. The Company has received LJSA’s response letters dated July 26, 2006 and August 7, 2006, copies of which are attached hereto as Exhibits 16.1 and 16.2.
In accordance with Item 4.01 of Form 8-K and Item 304(a)(2) of Regulation S-K, the Company requested that UHY review the Company’s disclosure in the July 20 Form 8-K and this Form 8-K/A, and the Company provided to UHY the opportunity to furnish the Company with a letter addressed to the SEC containing any new information, clarification of the Company’s expression of its views, or the respects in which UHY does not agree with the statements made by the Company in response to the Company’s disclosure in such Forms 8-K. On August 7, 2006, the Company received UHY’s letter, a copy of which is attached hereto as Exhibit 16.3.
The Company hereby amends its Current Report on Form 8-K previously filed, which is incorporated herein by reference, (i) to state that the Company dismissed LJSA as its independent public accounting firm, effective July 20, 2006, and (ii) to file the letters referred to above and addressed to the SEC as Exhibits 16.1, 16.2 and 16.3, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 16.1 | | Letter of Concurrence from L J Soldinger Associates LLC to the Securities and Exchange Commission dated July 26, 2006. |
| 16.2 | | Letter of Concurrence from L J Soldinger Associates LLC to the Securities and Exchange Commission dated August 7, 2006. |
| 16.3 | | Letter of Concurrence from UHY LLP to the Securities and Exchange Commission dated August 7, 2006. |
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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 thereunto duly authorized.
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| | Cygnus Oil and Gas Corporation
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| Date: August 7, 2006 | By: | /s/ Stephen C. Haynes | |
| | | Stephen C. Haynes | |
| | | Chief Financial Officer and Treasurer | |
| |
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EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 16.1 | | Letter of Concurrence from L J Soldinger Associates LLC to the Securities and Exchange Commission dated July 26, 2006. |
| 16.2 | | Letter of Concurrence from L J Soldinger Associates LLC to the Securities and Exchange Commission dated August 7, 2006. |
| 16.3 | | Letter of Concurrence from UHY LLP to the Securities and Exchange Commission dated August 7, 2006. |
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EXHIBIT 16.1
July 26, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Cygnus Oil and Gas Corporation
We have read the statements that Cygnus Oil and Gas Corporation has included under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.01.
Sincerely,
/s/ L J Soldinger Associates LLC
Deer Park, Illinois
Exhibit 16.2
August 7, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Cygnus Oil and Gas Corporation
We have read the statements that Cygnus Oil and Gas Corporation will include under Item 4.01 of the amended Form 8-K/A report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.01.
Sincerely,
/s/ L J Soldinger Associates LLC
Deer Park, Illinois
EXHIBIT 16.3
August 7, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Cygnus Oil and Gas Corporation
We have read the statements that Cygnus Oil and Gas Corporation has included under Item 4.01 of the Form 8-K and Form 8-K/A report it will file regarding the recent change of auditors. We agree with such statements made regarding such disclosures and our firm.
Sincerely,
/s/ UHY LLP
Houston, Texas
