UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: September 29, 2006
SKY PETROLEUM, INC.
(Exact Name of Registrant as Specified in Charter) |
Nevada
(State or Other Jurisdiction
of Incorporation) | 333-99455
(Commission File Number) | 32-0027992
(IRS Employer Identification No.) |
401 Congress Avenue, Suite 1540
Austin, Texas 78701
(Address of Principal Executive Offices) (Zip Code) |
(512) 687-3427
(Registrant’s Telephone Number, including Area Code)
N/A
(Former name or 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:
 | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note: The Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2006 is hereby amended to attach the letter of Beckstead and Watts LLP regarding the disclosure of this Form 8-K/A as to a change in certified accountants and to amend some disclosure to clarify information regarding the dismissal of Beckstead and Watts LLP and the appointment of BDO Patel and Al Saleh.
Item 4.01. Change in Registrant’s Certifying Accountant
Effective on (amended) September 29, 2006, Sky Petroleum Inc. (the “Company”) terminated the services of its principal independent auditor, Beckstead and Watts, LLP, certified public accountants (amended) of Henderson, Nevada (“Beckstead and Watts”).
In Beckstead and Watts’ principal accountant reports on the Company’s financial statements for each of the past two years, no adverse opinion was issued and no opinion of Beckstead and Watts was modified as to audit scope or accounting principles. Beackstead and Watts’ principal accountant report on the Company’s financial statements for the year-ended December 31, 2004, as reported in the Company’s Form 10-KSB filed with the Securities and Exchange Commission on March 31, 2005, contained a disclaimer paragraph concerning uncertainty as to the Company’s ability to continue as a going concern. The financial statements did not include any adjustments that might have resulted from the outcome of this uncertainty. No other reports in each of the past two years contained a disclaimer of opinion or were modified as to uncertainty.
The change in auditor was recommended and approved by our Audit Committee, within its powers as granted by the Company’s Audit Committee Charter.
In the two most recent fiscal years and any interim period preceding the dismissal of Beckstead and Watts (added), we are not aware of any disagreements with Beckstead and Watts 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 Beckstead and Watts, would have caused it to make references to the subject matter of the disagreement(s) in connection with its report.
We are not aware of any reportable events (as defined in Item 304(a)(1)(iv)(B) of Regulation S-B) that have occurred during the two most recent fiscal years and the interim period preceding the dismissal of Beckstead and Watts.
Beckstead and Watts was notified of the Company’s intention to dismiss it as the Company’s independent public auditor on September 20, 2006. Beckstead and Watts has provided a letter commenting on the disclosure in this Current Report on Form 8-K/A, attached as Exhibit 16.1. (added)
We engaged BDO Patel and Al Saleh, of Dubai, United Arab Emirates (“BDO”), as our new principal independent accountant effective on (amended) September 29, 2006, to audit our financial records. During the two most recent fiscal years and the interim period preceding the appointment of BDO, we have not consulted BDO regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that we considered an important factor in reaching a decision as to the accounting or financial reporting issue; or any matter that was either the subject of a disagreement or event (as defined in Regulation S-B, Item 304(a)(1)(iv)(B)).
BDO is registered with the Public Company Accounting Oversight Board. (added)
Item 9.01. Financial Statements and Exhibits
Exhibit | Description | |
16.1 | Letter from Beckstead and Watts regarding change in certifying accountant |
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SKY PETROLEUM, INC.
(Registrant) |
Dated: October 11, 2006 | By: /s/ Michael D. Noonan
_______________________________________
Michael D. Noonan
Secretary |
