(Registrant’s
telephone number, including area code)
___________________
(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):
|_|
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))
Section
4. Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
November 16, 2006, Star Energy Corporation (the “Registrant”) changed its
principal independent accountants. On such date, the Registrant dismissed Jones
Simkins, P.C. from serving as the Registrant’s principal independent
accountants, and retained SF Partnership, LLP as its principal independent
accountants. The decision to change accountants was recommended and approved
by
the Registrant’s Board of Directors.
The
Termination of Jones Simkins, P.C.
Jones
Simkins, P.C. was the independent registered public accounting firm for the
Registrant’s previous two fiscal years and for the period since then and until
November 16, 2006. None of Jones Simkins, P.C.’s reports on the Registrant’s
financial statements during either of the Registrant’s previous two fiscal years
and for the period since then and until November 16, 2006, (a) contained an
adverse opinion or disclaimer of opinion, or (b) was modified as to uncertainty,
audit scope, or accounting principles, which would include the uncertainty
regarding the ability to continue as a going concern, or (c) contained any
disagreements on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of Jones Simkins, P.C., would have caused
it to
make reference to the subject matter of the disagreements in connection with
its
reports. None of the reportable events set forth in Item 304(a)(1)(iv)(B) of
Regulation S-B occurred during the period in which Jones Simkins, P.C. served
as
the Registrant’s principal independent accountants.
The
Registrant has provided Jones Simkins, P.C. with a copy of this disclosure
and
has requested that Jones Simkins, P.C. furnish it with a letter addressed to
the
U.S. Securities and Exchange Commission stating whether it agrees with the
above
statements, and if not, stating the respects in which it does not agree. A
copy
of the letter from Jones Simkins, P.C. addressed to the Securities and Exchange
Commission dated November 21, 2006 is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
The
Engagement of SF Partnership, LLP
Prior
to
November 16, 2006, the date that SF Partnership, LLP was retained as the
principal independent accountants of the Registrant:
(1)
The
Registrant did not consult SF Partnership, LLP regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on Registrant’s
financial statements;
(2)
Neither a written report nor oral advice was provided to the Registrant by
SF
Partnership, LLP that they concluded was an important factor considered by
the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue; and
2
(3)
The
Registrant did not consult SF Partnership, LLP regarding any matter that was
either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of
Regulation S-B and the related instructions) or any of the reportable events
set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
