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): November 12, 2008
DIGITAL FUEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-16534 45-0375367
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6601 E. Grant Road, Suite 101, Tucson, AZ 85715
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (520) 886-5354
Check the appropriate box below if the Form 8-K 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))
Item 4.01. Changes in Registrant's Certifying Accountant.
On November 12, 2008, Gordon, Hughes & Banks, LLP ("GH&B") has resigned
as the Company's independent registered public accounting firm. GH&B recently
entered into an agreement with Eide Bailly, LLP ("Eide Bailly"), pursuant to
which Eide Bailly acquired the operations of GH&B and certain of the
professional staff and shareholders of GH&B joined Eide Bailly either as
employees or partners of Eide Bailly and will continue to practice as members
of Eide Bailly. Concurrent with the resignation of GH&B, the Company, through
and with the approval of its officers, engaged Eide Bailly as its independent
registered public accounting firm.
The report of GH&B on the Company's financial statements for the fiscal
year ended December 31, 2007 did not contain an adverse opinion or disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope,
or accounting principles, other than an explanatory paragraph with respect to
the Company's ability to continue as a going concern.
In connection with the audit for the past fiscal year and through
November 12, 2008, there were no disagreements with GH&B on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of GH&B, would have caused GH&B to make reference to the subject
matter of the disagreements in connection with its audit reports on the
Company's financial statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit Description
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16.1 Letter from Gordon, Hughes & Banks, LLP to the Securities and
Exchange Commission, dated November 12, 2008.
Portions of this report may constitute "forward-looking statements" as
defined by federal law. Although the Company believes any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes
will not be materially different. Any such statements are made in reliance on
the "safe harbor" protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about issues that could lead to
material changes in the Company's performance is contained in the Company's
filings with 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 hereunto duly authorized.
DIGITAL FUEL, INC.
By: /s/ Michael R. Farley
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Michael R. Farley
Chief Executive Officer
Date: November 12, 2008