Credo Petroleum Corp - Current report filing (8-K)
August 05 2008 - 3:15PM
Edgar (US Regulatory)
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):
August 5, 2008 (July 31, 2008)
CREDO
Petroleum Corporation
(Exact name of registrant as specified in its charter)
Colorado
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0-8877
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84-0772991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1801 Broadway, Suite 900
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(303) 297-2200
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 4.01
Change
in Registrants Certifying Accountant.
As described in
Items 4.01(a) and (b) below, CREDO Petroleum Corporation (CREDO) has
dismissed Hein & Associates LLP (Hein) as CREDOs independent
registered public accounting firm and engaged Ernst & Young LLP (Ernst &
Young) as its new independent registered public accounting firm. As described below, the change in independent
public accounting firms is not the result of any disagreement with Hein.
Item 4.01(a) Previous Independent Accountants
(i) On July 31, 2008, the Audit
Committee (the Audit Committee) of the Board of Directors of CREDO (the Board)
dismissed Hein as CREDOs independent registered public accounting firm. The Audit Committees decision to dismiss
Hein was approved and ratified by the Board.
(ii) The reports of Hein on the consolidated
financial statements for CREDOs two most recent fiscal years ended October 31,
2006 and October 31, 2007, did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
The audit report of Hein on managements assessment of the effectiveness
of internal control over financial reporting and the effectiveness of internal
control over financial reporting as of October 31, 2006 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
Heins audit
report on the effectiveness of internal control over financial reporting as of October 31,
2007 contained an adverse opinion due to a material weakness in such controls. The material weakness at October 31, 2007
was due to the company not having a sufficient complement of personnel with
appropriate training and experience to evaluate highly complex and unusual
transactions under generally accepted accounting principles and Securities and
Exchange Commissions accounting interpretations. This material weakness did not result in a
material misstatement of the companys October 31, 2007 financial
statements and did not require any changes to those financial statements. As reported in the companys Form 10-Q
for the quarter ended April 30, 2008, the company believes that the
material weakness reported in the companys Form 10-K for the year ended October 31,
2008 has been remediated, although all of the testing of internal controls in
those areas for fiscal 2008 has not been completed.
(iii) In connection with its audits for the
years ended October 31, 2006 and October 31, 2007 and in the
subsequent interim periods through July 31, 2008, there were (1) no disagreements with Hein
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 Hein, would have caused them to make reference
thereto in connection with its reports on the financial statements for such
years or (2) except for the material weakness mentioned above, there were
2
no reportable
events pursuant to Item 304(a)(1)(v) of Regulation S-K. Management of the company has authorized Hein
to respond fully to the inquiries of the new independent registered public
accounting firm regarding all matters.
(iv) CREDO has requested Hein to furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of Heins letter is attached as Exhibit 16.1.
Item 401(b) New Independent Accountants
On July 31,
2008, the Audit Committee approved the engagement of Ernst & Young as
CREDOs independent registered public accounting firm for the fiscal year
ending October 31, 2008, and to perform procedures related to the
financial statements to be included in CREDOs quarterly report on Form 10-Q,
beginning with, and including, the quarter ending July 31, 2008. The Audit Committee made the decision to
engage Ernst & Young and that decision was approved and ratified by
the Board. CREDO has not consulted with
Ernst & Young during its two most recent fiscal years ended October 31,
2006 and October 31, 2007, or during any subsequent interim period prior
to its appointment as CREDOs auditor with respect to any of the matters of
events listed in Regulation S-K 304(a)(2)(i)and (ii). Ernst & Young has informed the
company that it completed its prospective client acceptance process on August 4,
2008.
Item 9.01
Financial
Statements and Exhibits
(d)
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Exhibits
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16.1
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Letter
from Hein & Associates LLP dated July 31, 2008 addressed to the
Securities and Exchange Commission
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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.
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CREDO PETROLEUM
CORPORATION
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(Registrant)
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Date: August 5, 2008
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By:
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/s/ Alford B. Neely
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Alford B. Neely
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Vice President &
Chief Financial Officer
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3
Exhibit Index
Exhibit No.
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Description
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16.1
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Letter
from Hein & Associates dated July 31, 2008 addressed to the
Securities and Exchange Commission
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