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 21, 2006
PetroHunter Energy Corporation
(Exact name of registrant as specified in its charter)
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| Maryland
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000-51152
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98-0431245 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of incorporation) |
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| 1875 Lawrence Street, Suite 1400, Denver, CO
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80202 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (303) 572-8900
N/A
(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 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. Changes in Registrant’s Certifying Accountant.
On
August 21, 2006, the Board of Directors of PetroHunter Energy Corporation (the
“Company”) approved the termination of Telford Sadovnick, P.L.L.C. (“Telford”) as the Company’s
independent accountants and the appointment of HEIN & Associates LLP (“HEIN”) to serve as the
Company’s independent accountants for the year ending December 31, 2006. The change is effective
August 21, 2006.
Telford’s reports on the Company’s financial statements for each of the years ended March 31,
2006 and 2005 did not contain, with the exception of a going concern disclaimer in each such
report, an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the years ended March 31, 2006 and 2005 and through the date hereof, there were no
disagreements with Telford on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Telford’s satisfaction, would
have caused them to make reference to the subject matter of the disagreement in connection with the
audit reports on the Company’s financial statements for such years; and there were no events as set
forth in Item 304(a)(1)(iv) of Regulation S-B.
The Company provided Telford with a copy of the foregoing disclosures. The Company will file
an amendment to this current report on Form 8-K within two business days of receipt of a letter
from Telford relating to the disclosure included in this Form 8-K, including such letter as Exhibit
16.
During
the years ended March 31, 2006 and 2005 and through
August 21, 2006, the Company did
not consult HEIN with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on
the Company’s consolidated financial statements, or on any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B. HEIN was the independent accountants
for our subsidiary, GSL Energy Corporation from its inception (June 2005) until the Company
acquired substantially all of its outstanding common stock (May 12, 2006).