UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 11, 2009
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Date of Report (Date of earliest event reported)
AMERICAN EXPLORATION CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 333-141060 98-0518266
____________________________ ____________ ___________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
407 2ND STREET SW
SUITE 700
CALGARY, ALBERTA, CANADA T2P 2Y3
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(Address of principal executive offices) (Zip Code)
(403) 233-8484
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
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))
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THIS AMENDMENT NO. 1 TO THE CURRENT REPORT ON FORM 8-K IS BEING AMENDED IN
RESPONSE TO THOSE CERTAIN COMMENTS IN THE SECURITIES AND EXCHANGE COMMISSION
LETTER DATED SEPTEMBE 2, 2009. THE ADDITIONAL DISCLOSURE PERTAINS TO THE
REVOCATION OF THE REGISTRATION OF MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
American Exploration Corporation, a Nevada corporation (the "Company") has
engaged Seale and Beers, CPAs ("S&B") as its principal independent registered
public accounting firm effective August 11, 2009. Concurrent with this
appointment, the Company has accepted the resignation of Moore & Associates,
Chartered Accountants ("Moore"), effective August 10, 2009. The decision to
change its principal independent registered public accounting firm has been
approved by the Company's board of directors.
On August 27, 2009 the Public Company Accounting Oversight Board (the "PCAOB")
revoked the registration of Moore due to: (i) violations of PCAOB rules and
auditing standards in auditing financial statements; (ii) violations of PCAOB
rules and quality controls standards; and (iii) violations of Section 10(b) of
the Securities Act of 1934 and Rule 10b-5 thereunder; and (iv) noncooperation
with a PCAOB investigation.
The report of Moore on the Company's financial statements for fiscal years ended
December 31, 2008 and December 31, 2007 (which included the balance sheet as of
December 31, 2008 and the statement of operations, cash flows and stockholders'
equity for the period from May 11, 2006 (inception) through December 31, 2008),
did not contain an adverse opinion or disclaimer of opinion, nor was it modified
as to uncertainty, audit scope or accounting principles, other than to state
that there is substantial doubt as to the ability of the Company to continue as
a going concern. During the Company's fiscal year ended December 31, 2008, and
during the subsequent period through to the date of Moore's resignation, there
were no disagreements between the Company and Moore, whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Moore, would have caused DMCL to make reference thereto in its
report on the Company's audited financial statements.
The Company has provided Moore with a copy of this amendment no. 1 to Current
Report on Form 8-K and has requested that Moore furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether or
not Moore agrees with the statements made in this amendment no. 1 to Current
Report on Form 8-K with respect to Moore and, if not, stating the aspects with
which they do not agree. The Company has received a response back from Mr. Moore
refusing to sign such letter on the advice of his legal counsel. A copy of his
email has been retained for future reference.
In connection with the Company's appointment of S&B as the Company's principal
registered accounting firm at this time, the Company has not consulted S&B on
any matter relating to the application of accounting principles to a specific
transaction, either completed or contemplated, or the type of audit opinion that
might be rendered on the Company's financial statements.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
Not applicable.
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.
AMERICAN EXPLORATION CORP.
Date: September 8, 2009.
/s/ STEVEN HARDING
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Name: Steven Harding
Title: President/Chief Executive Officer
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