form8-k.htm
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 21,
2007
Fellows
Energy Ltd.
(Exact
name of registrant as specified in its charter)
|
Nevada
000-33321
33-0967648
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(State
or other
jurisdiction (Commission
File
Number) (IRS
Employer
of
incorporation) Identification
No.)
|
1942
Broadway St., Suite #320, Boulder, CO 80302
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (303) 327-1525
Copies
to:
Marc
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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))
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
In
connection with the Company's
filing of Form 10-QSB for the period ended June 30, 2007 (the “Form
10-QSB”) with the Securities and Exchange Commission (the “Commission”),
we had been in communication with our current independent certified public
accountant, Mendoza Berger & Company, L.L.P. (“Mendoza Berger”) in order to
complete the required review of our financial statements. Mendoza Berger
had not yet finished their review of our financial statements prior to our
filing the Form 10-QSB.
Mendoza
Berger is currently completing its review of the Company's financial
statements, and we are aggressively
seeking any additional comments required to complete their review and to deliver
their approval for filing an amended Form 10-QSB for the period ended
June 30, 2007.
The
Company intends
to file such amended Form 10-QSB to rectify the filing, at the earliest
practicable date, which is expected to be no later than August 31,
2007.
Mendoza
Berger has reviewed the above disclosure contained in our Form 8-K dated August
21, 2007 and has provided us with a letter addressed to the Securities and
Exchange Commission with respect to the aforementioned disclosure. A copy
of the letter provided by Mendoza Berger is included as Exhibit 7.1 and is
incorporated herewith.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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|
Description
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|
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Letter
from Mendoza Berger Company, L.L.P. to the Securities and Exchange
Commission, dated August 21, 2007 (filed
herewith).
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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.
Fellows
Energy Ltd.
Date:
August 22,
2007
/s/ GEORGE S. YOUNG
George
S.
Young
Chief Executive
Officer