UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: March 31, 2009
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Empire Energy Corporation International
(Exact name of registrant as specified in its charter)
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Nevada | | 1-10077 | | 87-0401761 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
4500 College Blvd, Suite 240
Leawood, Kansas 66211
(Address of principal executive offices, including zip code)
(913) 663-2310
(Registrant’s telephone number, including area code)
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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):
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. | 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 210.14d-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)) |
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Item 4.01. | Change in Registrant's Certifying Accountant |
As a result of a competitive process undertaken by the Board of Directors of Empire Energy Corporation International (“Empire”), on March 31, 2009, GBH CPAs, PC (“GBH”) was engaged as Empire’s independent registered public accounting firm for the fiscal year ending December 31, 2008.
On March 31, 2009, Empire management notified UHY Haines Norton (“UHY”) that it will not be retained as Empire’s independent registered public accounting firm to audit Empire’s consolidated financial statements for the year ending December 31, 2008. UHY’s engagement as independent registered public accounting firm to audit Empire’s subsidiary company, Great South Land Minerals, Ltd. financial statements for the year ending December 31, 2008, is unaffected by the engagement of GBH.
No Dissatisfaction with Services:
The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by UHY.
No Prior Consultation with New Accountant:
During Empire’s two most recent fiscal years ended December 31, 2007 and 2006 and through March 31, 2009, neither Empire nor anyone on its behalf has consulted with GBH regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Empire’s financial statements, and neither a written report nor oral advice was provided to Empire that GBH concluded was an important factor considered by Empire in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). In deciding to select GBH, the Board of Directors reviewed auditor independence issues an d existing commercial relationships with GBH and concluded that GBH has no commercial relationship with Empire that would impair its independence.
No Adverse Opinion or Disagreement:
UHY’s reports on Empire’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as modified for the going concern uncertainty. During the two most recent fiscal years ended December 31, 2007 and 2006, and in the subsequent interim period through March 31, 2009, there were (i) no disagreements between Empire and UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Empire provided UHY with a copy of this Current Report on Form 8-K, and requested that UHY furnish Empire with a letter addressed to the U.S. Securities and Exchange Commission stating whether UHY agrees with the disclosure contained in this report, or, if not, stating the respects in which it does not agree. Empire has received the requested letter from UHY, and a copy of UHY’s letter is filed as Exhibit 16.1 to this Current Report on From 8-K.
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Item 9.01. | Financial Statements and Exhibits |
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(d) | Exhibits |
16.1 | Letter of UHY Haines Norton, dated March 31, 2009, regarding change in independent registered public accounting firm. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EMPIRE ENERGY CORPORATION INTERNATIONAL
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Dated: March 31, 2009 | By: | /s/ John Garrison |
| | Mr. John Garrison Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. | | Description |
16.1 | | Letter of UHY Haines Norton, dated March 31, 2009, regarding change in independent registered public accounting firm. |
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