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
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Date of report (Date of earliest event reported)
January 31, 2006
VTEX Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-22661 76-0582614
(Commission File Number) (IRS Employer Identification No.)
8303 Southwest Freeway, Suite 950
Houston, Texas 77074
(Address of Principal Executive Offices and Zip code)
(713) 773-3284
(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):
[ ] 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) Effective January 31, 2006, the Company's independent registered public
accounting firm resigned. In connection therewith the Company states the
following:
(i) Pannell Kerr Forster of Texas, P.C. ("PKF") resigned as the Company's
independent registered accounting firm, effective January 30, 2006.
(ii) PKF's report of the independent registered accounting firm on the
Company's financial statements for the year ended April 30, 2005 did
not contain an adverse opinion or disclaimer of opinion, nor was it
modified as to audit scope or accounting principles. PKF's report of
the independent registered accounting firm was modified as to an
uncertainty about the Company's ability to continue as a going concern
(iii) There was no disagreement with PKF for the year ended April 30, 2005
or for the interim period through January 31, 2006, whether or not
resolved, on any matter of accounting principles or practices,
financial statement disclosure, auditing scope or procedure, which, if
not resolved to the satisfaction of PKF, would have caused it to make
reference to the subject matter of the disagreement in connection with
its report of the independent registered accounting firm.
(iv) The Company has requested a letter from PKF stating whether or not it
agrees with the statements made by the Company. A copy of that letter
is attached as Exhibit 16.
(b) The board of directors selected Malone & Bailey, PC ("Malone") as the
Company's successor independent registered public accounting firm,
effective February 3, 2006. Neither the Company, nor any other party on its
behalf, consulted with Malone on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or procedure
prior to its selection.
Item 9.01 Financial Statements and Exhibits
The following document is filed as exhibits to this report:
Exhibit 16: Letter from Pannell Kerr Forster of Texas, P.C.
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VTEX ENERGY, INC.
Date: February 3, 2006 By: /s/ Randal B. McDonald, Jr.
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Randal B. McDonald, Jr.
Chief Financial Officer