ASTOR WEISS KAPLAN & MANDEL, LLP
ATTORNEYS AT LAW
200 SOUTH BROAD STREET
SUITE 600
PHILADELPHIA, PA 19102
215.790.0100 FAX: 215.790.0509
June 20, 2006
Mr. Morgan Youngwood Securities and Exchange Commission Department of
Corporation Finance 100 F Street, N.E.
Washington, D.C. 20549
Re: Frontier Energy Corp. Item 4.01 Form 8-K
Filed March 13, 2006
Your file No. 033-05844-NY
Dear Mr. Youngwood:
Attached please find the Registrant's amendment No. 1 to its Item 4.01 Form 8-K
filed March 13, 2006.
I will respond to the comments in your comment letter dated March 16, 2006 in
the order presented.
1. We have revised the initial paragraph to the disclosure in Item 4.01 to make
it clear that the former auditor resigned. 2. Please note that De Joya & Company
and De Joya Griffith & Company, LLC are independent entities and the new auditor
is not,
technically, a successor entity to the former auditor. However, there
is some continuity of personnel from the former auditor to the new
auditor.
I enclose both an original and a marked copy of the amendment for your review.
Please call me if you have any questions.
Very truly yours,
/s/Christopher P. Flannery
Christopher P. Flannery
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A 1
CURRENT REPORT
Pursuant to Section 13 Or 15(D) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2006
FRONTIER ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
--------------------
Nevada 033-05384 87-0443026
(State or other Jurisdiction of (Commission (IRS Employer I.D. No.)
Incorporation or organization) File Number)
2413 Morocco Avenue
North Las Vegas, Nevada 89031
(800) 914-1405
(Address, including zip code, and telephone and facsimile numbers, including
area code, of Registrant's executive offices) ---------------------------
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective on March 7, 2006, De Joya & Company, the independent registered
public accounting firm who was previously engaged as the principal accountant to
audit the Company's financial statements, resigned as the Registrant's principal
accountant. The Registrant has been notified that De Joya & Company has resigned
as a result of its withdrawal as a registered firm with the Public Company
Auditing Oversight Board and will no longer be performing public company audits.
De Joya & Company audited the Company's financial statements for the fiscal year
ended December 31, 2004 and 2003. This firm's report on these financial
statements was modified as to uncertainty that the Company will continue as a
going concern; other than this, the accountant's report on the financial
statements for the period neither contained an adverse opinion or a disclaimer
of opinion, nor was qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the fiscal years ended December 31, 2004 and 2003 and the subsequent
interim period preceding such change, there were no disagreements with De Joya &
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. In addition, there were no
"reportable events" as described in Item 304(a)(1)(iv)(B)1 through 3 of
Regulation S-B that occurred during the fiscal years ended December 31, 2004 and
2003, and the period preceding such change.
(b) On March 7, 2006, the Company engaged De Joya Griffith & Company, LLC as its
independent registered public accounting firm to audit the Company's financial
statements. During the fiscal years ended December 31, 2004 and 2003, and the
subsequent interim period prior to engaging this firm, neither the Company (nor
someone on its behalf) consulted the newly engaged accountant regarding
application of accounting principles to a specified completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements.
Item 9.01. Financial Statements and Exhibits.
Exhibit 16.1 Letter from De Joya & Company
SIGNATURE PAGE
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be singed on its behalf by the
undersigned hereunto duly authorized.
FRONTIER ENERGY CORPORATION
Dated: June 20, 2006
By:___/s/ Fred Da Silva______________
Fred Da Silva
President