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) August 28, 2009
PANA-MINERALES S.A.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
333-154218 98-0515701
(Commission File Number) (IRS Employer Identification No.)
Primea Calle El Carmen, EDF, PH Villa Medici, Apt. 28
Torre C, Panama, Republic of Panama
(Address of Principal Executive Offices) (Zip Code)
(507) 391-6820
(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On August 28, 2009, Board of Directors of the Registrant dismissed Seale and Beers, CPA’s, as its independent registered public account firm. On the same date, August 28, 2009, the accounting firm of Madsen & Associates CPA’s Inc. was engaged as the Registrant’s new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Seale and Beers, CPA’s and the engagement of Madsen & Associates CPA’s Inc. as its independent auditor. Seale and Beers, CPA’s were appointed as independent registered public accountants with the dismissal of Moore and Associates, Chartered on August 3, 2009. None of the reports of Moore and Associates, Chartered on the Company's financial statements for interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended August 31, 2008 a going concern qualification in the Registrant's audited financial statements. Seale and Beers, CPA’s has not rendered an opinion or reviewed any of the Registrant’s financial statements since the date of their original appointment as independent registered public accountants.
The Registrant has requested that Seale and Beers, CPA’s to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
b) On August 28, 2009, the Registrant engaged Madsen & Associates CPA’s Inc. as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the Registrant has not consulted Madsen & Associates CPA’s Inc. regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
ITEM 7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
16.1 Letter from Seale and Beers, CPA’s, dated August 31, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K
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.
Date: August 31, 2009
By: HECTOR F. V. DAVIS
Name: Hector Francisco Vasquez Davis
Title: President and Director
EXHIBIT INDEX
Exhibit No. Description of Exhibit
| 16.1 | Letter from Seale and Beers, CPA’s, dated August 31, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K |
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
August 31, 2009
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
The firm of Seale and Beers, CPAs was previously principal accountant for Pana-Minerales S.A.. (the “Company”) and has not issued any opinion or reviewed any of the Registrant’s financial statements since our appointment on August 3, 2009. Effective August 28, 2009, we were dismissed from the Company as principal accountants. We have read the Company’s statement included its Form 10-K dated August 27, 2009, and we agree with such statements contained therein.
Sincerely,
SEALE AND BEERS, CPAs
Seale and Beers, CPAs
Seale and Beers, CPAs PCAOB & CPAB Registered Auditors
6490 West Desert Inn Rd, Las Vegas, Nevada 89146 (702) 253-7492 Fax: (702) 253-7501
