UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 24, 2009
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Northern Empire Energy Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-52725 20-4765268
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(Commission File Number) (IRS Employer Identification No.)
118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada
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(Address of Principal Executive Offices) (Zip Code)
403-456-2333
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(Registrant's Telephone Number, Including Area Code)
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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Moore & Associates, Chartered
On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB")
revoked the registration of Moore and Associates, Chartered because of
violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality controls standards, and Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation.
On August 24, 2009 (the "Dismissal Date"), the Board of Directors of
Northern Empire Energy Corp. (the "Registrant") voted to terminate its
relationship with Moore & Associates, Chartered, as its independent
registered public accounting firm.
The reports of Moore & Associates, Chartered on the audited financial
statements of the Registrant for the fiscal years ended December 31, 2008 and
2007 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles, except a going concern qualification in its audit report dated
March 31, 2009 on the Registrant's financial statements for the fiscal year
ended December 31, 2008 (as filed in the Registrant's Form 10-K for the same
period), and its audit report dated February 22, 2008 on the Registrant's
financial statements for the fiscal year ended December 31, 2007 (as filed in
the Registrant's Form 10-KSB for the same period).
During the Registrant's two most recent fiscal years, the subsequent
interim periods thereto, and through the Dismissal Date, there were no
disagreements (as defined in Item 304 of Regulation S-K) with Moore &
Associates, Chartered on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, would have caused it to make reference in connection with its
opinion to the subject matter of the disagreement. Further, during the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Dismissal Date, there were no reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K).
On September 3, 2009, the Registrant provided Moore and Associates,
Chartered with a copy of the disclosures contained this amended Form 8-K and
requested Moore and Associates, Chartered furnish the Registrant with a
letter addressed to the U. S. Securities and Exchange Commission stating
whether Moore and Associates, Chartered agrees with the above statements, and
if not, the respects in which Moore and Associates, Chartered does not agree.
As of the filing of this amended 8-K on September 4, 2009, the Registrant has
not received a response, and will file the letter requested from Moore and
Associates, Chartered by amendment to this report if provided at a future date.
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(b) Engagement of Seale and Beers, CPAs
On August 24, 2009 (the "Engagement Date"), the Registrant's Board of
Directors approved the appointment of Seale and Beers, CPAs as the
Registrant's independent registered public accounting firm. During the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Engagement Date, neither the Registrant nor anyone
on its behalf consulted the Current Accountants regarding either (1) the
application of accounting principles to a specified transaction regarding the
Company, either completed or proposed, or the type of audit opinion that might
be rendered on the Company's financial statements; or (2) any matter regarding
the Company that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
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.
Northern Empire Energy Corp.
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Registrant
/s/ Jeffrey Cocks
Dated: September 4, 2009 -------------------------------
----------------- By: Jeffrey Cocks
Its: President, Chief Financial
Officer and Director
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