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 24, 2014
Commission File Number 333-146627
BARON ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 26-0582528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 S.C.M. Allen Parkway
Suite 400
San Marcos, TX 78666
(Address of principal executive offices) (Zip Code)
(512) 392-5775
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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
Effective October 24, 2014, the Board of Directors of the Company, by
mutual agreement, dismissed GBH, CPAs, PC ("GBH") as the Company's independent
registered public accounting firm, such dismissal having been approved by the
Company's Board of Directors on October 21, 2014.
GBH was engaged by the Company to audit its financial statements for the
fiscal years ended July 31, 2009, July 31, 2010 and July 31, 2011. The last
report issued by GBH on behalf of the Company was August 10, 2012, in connection
with the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
2011 and no further audit reports have been issued by GBH in connection with the
Company's financial statements and no other services were rendered since that
time.
During the period of GBH's engagement as the Company's independent
registered public accounting firm, (i) there were no disagreements between the
Company and GBH on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of GBH, would have caused GBH to make reference to the matter
in a report on the Company's financial statements, other than the audit report
did not express an opinion as to the Company's internal control over financial
reporting and contained a going concern disclaimer; and (ii) there were no
reportable events as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided GBH with a copy of the disclosure contained in this
Form 8-K and requested that GBH provide the Company with a letter addressed to
the Securities and Exchange Commission stating whether GBH agrees with such
disclosure. A copy of GBH's letter dated October 23, 2014 is attached as Exhibit
16.1 to this Form 8-K.
Effective October 24, 2014, the Company engaged MaloneBailey, LLP
("MaloneBailey") as the Company's independent registered public accounting firm
to audit the Company's financial statements for the fiscal year ended July 31,
2012 and subsequent reporting periods. During the year ended July 31, 2012, and
the subsequent periods through the date of appointment, the Company did not
consult with MaloneBailey regarding either the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
nor has MaloneBailey provided to the Company a written report or oral advice
that MaloneBailey concluded was an important factor considered by the Company in
reaching a decision as to an accounting, auditing or financial reporting issue.
In addition, during such period, the Company has not consulted with MaloneBailey
regarding any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) and related instructions) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K). The decision to engage
MaloneBailey was approved by the Company's Board of Directors on October 21,
2014.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter from GBH CPAs, PC to the Securities and Exchange Commission
dated October 23, 2014.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BARON ENERGY, INC.
Date: October 24, 2014 By: /s/ Ronnie L. Steinocher
-----------------------------------------
Name: Ronnie L. Steinocher
Title: President and Chief Executive Officer
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