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) February 28, 2007
SOUTH TEXAS OIL COMPANY
(Exact name of Registrant as specified in charter)
Nevada 0-50732 74-2949620
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2802 Flintrock Trace, Suite 252, Austin, TX 78738
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(Address of principal executive offices) (Zip Code)
(512)371-4152 (Telephone) (512)263-5046 (Fax)
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(Issuer's telephone number)
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 communication 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 40.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 Changes in Registrant's Certifying Accountant.
Previous Independent Accountant
(i) On February 8, 2006 the Registrant's independent auditor, Larry
O'Donnell, CPA, P.C. ("Larry O'Donnell, CPA") was dismissed.
(ii) The reports of Larry O'Donnell, CPA as of and for the years ended
December 31, 2005 and 2004, did not contain any adverse opinion or disclaimer
of opinion.
(iii) The Board of Directors has approved the dismissal of Larry O'Donnell,
CPA.
(iv) During the fiscal years ending December 31, 2005 and 2004, and during
the subsequent interim periods through the date of the dismissal, there were no
disagreements with Larry O'Donnell, CPA on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures.
(v) Larry O'Donnell, CPA has not advised the Company of any events described
in Item 304(a)(1)(iv)(B) 1 through 3 of Regualation S-B that occurred during
the fiscal year ended December 31, 2005 and the periods preceding such change.
(2) New Independent Accountants
The Registrant engaged Causey Demgen & Moore, Inc. as its independent auditors
to provide the requisite audit services for the Company. This firm commenced
its engagement effective February 8, 2007 as requested and approved by the
Company's Board of Directors. The Registrant did not consult with Causey Demgen
& Moore, Inc. on any matter at any time prior to the engagement.
(3) See attached letter from Larry O'Donnell, CPA filed as Exhibit 16.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2007, South Texas Oil named Marlene Hutcheson as Chief Financial
Officer. Marlene Hutcheson is a licensed CPA in the State of Nevada. Ms.
Hutcheson completed her undergraduate studies at Arizona State University in
December 1994 and earned her Master of Business Administration from University
of Phoenix in June 2002.
Ms. Hutcheson's professional experience includes work in public accounting as
well in private industry. Ms. Hutcheson worked for two different public
accounting firms in Las Vegas, Nevada from February 2000 through May 2004. She
then served as assistant controller for one of the nation's largest custom
electronic display manufacturers from May 2004 through February 2006. Ms.
Hutcheson returned to public accounting in February 2006 and currently serves
as an audit manager of a CPA firm in Henderson, Nevada.
Ms. Hutcheson has never been a party any transaction or series of transactions
with the registrant involving an amount in excess of $60,000 and no such
transaction is, or series of transactions are, currently proposed.
A copy of the employment contract between South Texas Oil and Ms. Hutcheson is
attached.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit Number Description
Letter from Larry O'Donnell, CPA, P.C., regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 6, 2007
South Texas Oil Company
By: /s/ Murray N. Conradie
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Murray N. Conradie, Chief Executive Officer