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): April 16, 2007
HOUSTON AMERICAN ENERGY CORP.
-----------------------------
(Exact name of registrant as specified in Charter)
Delaware 1-32955 76-0675953
-------------------------------------- -------------- ------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File No.) Identification No.)
801 Travis Street, Suite 1425
Houston, Texas 77002
------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
713-222-6966
-----------------------------
(Issuer Telephone number)
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
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 (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))
Item 4.01. Changes in Registrant's Certifying Accountants.
On April 16, 2007, Houston American Energy Corp. (the "Company") dismissed
Thomas Leger & Co., L.L.P. ("TL&C") as the Company's independent registered
public accounting firm. On the same date, the Company appointed Malone & Bailey,
PC ("M&B") as the Company's new independent certifying accountants.
The decision to dismiss TL&C and appoint M&B was recommended and approved by the
Company's audit committee and board of directors.
TL&C's reports on the financial statements for the years ended December 31, 2006
and 2005 did not contain an adverse opinion or disclaimer, and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years and any subsequent interim
period preceding the dismissal of TL&C, there were no disagreements with TL&C on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s) if not
resolved to the satisfaction of TL&C, would have caused TL&C to make reference
to the subject matter of the disagreement(s) in connection with its report.
During the Company's two most recent fiscal years and any subsequent interim
period preceding the dismissal of TL&C, there have been no reportable events of
the type required to be disclosed by Item 304(a)(1)(v) of Regulation S-K, except
that TL&C advised the Company of material weaknesses in the Company's internal
control over financial reporting as of December 31, 2005 and December 31, 2006,
respectively. For further discussion of the material weaknesses identified,
refer to Item 8A of the Company's annual report on Form 10-KSB for the years
ended December 31, 2005 and December 31, 2006.
Prior to the engagement of M&B, the Company did not consult with such firm
regarding the application of accounting principles to a specific completed or
contemplated transaction, or any matter that was either the subject of a
disagreement or a reportable event. The Company also did not consult with M&B
regarding the type of audit opinion which might be rendered on the Company's
financial statements and no oral or written report was provided by M&B.
The Company has provided TL&C with a copy of the disclosures it is making in
response to Item 304(a) of Regulation S-K. The Company has requested that TL&C
review the disclosure and furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company in
response to Item 304(a) of Regulation S-B and, if not, stating the respects in
which it does not agree. Such letter is filed as an exhibit to this Report.
2
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Thomas Leger & Co., L.L.P. regarding change of
certifying independent accountant.
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.
HOUSTON AMERICAN ENERGY CORP.
Dated: April 18, 2007
By: /s/ John Terwilliger
John Terwilliger,
President and Chief Executive Officer
3