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) OCTOBER 22, 2004
GALAXY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-32237 98-0347827
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1331 - 17TH STREET, SUITE 730, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-2300
NOT APPLICABLE
(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
On October 22, 2004, the registrant dismissed Wheeler Wasoff, P.C. as its
independent public accountants. Wheeler Wasoff, P.C. had audited the
registrant's financial statements for the fiscal years ended November 30, 2002
and 2003. On October 23, 2004, the registrant engaged Hein + Associates LLP to
serve as the company's independent public accountants for the fiscal year ending
November 30, 2004. The audit committee of the registrant's board of directors
approved both actions. Hein + Associates LLP is larger than Wheeler Wasoff,
P.C., and the audit committee believes that it will be better able to service
the registrant's needs due to the registrant's increased level of operations.
The registrant plans to continue to use Wheeler Wasoff, P.C. for its tax work
and ongoing consulting needs.
The audit report of Wheeler Wasoff, P.C. on the financial statements as of
November 30, 2002 and for the period from inception (June 18, 2002) to November
30, 2002 contained a separate paragraph stating: "The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 2, the Company has not commenced
principal operations and has incurred operating losses since inception. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
During the two most recent fiscal years and the subsequent interim period
through October 22, 2004, there were no disagreements with Wheeler Wasoff, P.C.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Wheeler Wasoff, P.C., would have caused it to make reference to
the subject matter of the disagreement in connection with its report. The
registrant has requested Wheeler Wasoff, P.C. to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter, dated October 25, 2004, is filed as Exhibit 16.1 to this Form 8-K.
There were no other "reportable events" as that term is described in Item
304(a)(1)(iv) of Regulation S-B occurring within the registrant's two most
recent fiscal years and the subsequent interim period ending October 22, 2004
During the registrant's two most recent fiscal years and through October 22,
2004, the date prior to the engagement of Hein + Associates, neither the
registrant nor anyone on its behalf consulted Hein + Associates 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
the registrant's consolidated financial statements.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Effective October 22, 2004, Galaxy Energy Corporation amended its Articles of
Incorporation to increase from 100,000,000 to 400,000,000 the number of
authorized shares of common stock.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
3.1 Articles of Amendment
16.1 Letter from Wheeler Wasoff, P.C.
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.
GALAXY ENERGY CORPORATION
October 25, 2004 By: /S/ CARMEN J. LOTITO
-----------------------------------------
Carmen J. Lotito
Executive Vice President and
Chief Financial Officer
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