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): February 15, 2008
Fellows
Energy Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-33321
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33-0967648
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1369
Forest Park Circle, Suite 202,
Lafayette,
Colorado 80026
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (303) 926-4415
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
4.01 Changes in Registrant’s Certifying Accountant
On
February 18, 2008, Fellows Energy, Ltd. (the “Company”) engaged the firm of
Kelly Allen & Associates, Inc (“Kelly Allen & Associates”) to serve as
its independent registered public accountants for the fiscal year ending
December 31, 2007. On February 15, 2008, the Company notified Mendoza Berger and
Company, LLP (“Mendoza Berger and Company”) that it was terminating Mendoza
Berger and Company’s services. The decision to change accountants was
recommended and approved by the Company’s Audit Committee and Board of
Directors. The Company decided to switch its independent registered public
accounting firm because of the new firm's intimate knowledge of the
oil and gas industry. The Company believes this firm's intimate
knowledge of the oil and gas industry merits a transition to Kelly Allen &
Associates.
During
the two fiscal years ended December 31, 2006 and 2005, and through February 18,
2008, (i) there were no disagreements between the Company and Mendoza Berger and
Company on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Mendoza Berger and Company would have caused Mendoza Berger and
Company to make reference to the matter in its reports on the Company’s
financial statements, and (ii) except for Mendoza Berger and Company’s report on
the Company's December 31, 2006 financial statements dated April 17, 2007,
except for Note 2, which included an explanatory paragraph wherein they
expressed substantial doubt about the Company's ability to continue as a going
concern, Mendoza Berger and Company’s reports on the Company’s financial
statements did not contain an adverse opinion or disclaimer of opinion, or was
modified as to audit scope or accounting principles. During the two fiscal years
ended December 31, 2005 and 2006 and through February 18, 2008, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation
S-B.
During
the two fiscal years ended December 31, 2006 and 2005 and through February 18,
2008, the Company has not consulted with Kelly Allen & Associates regarding
either:
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1.
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The
application of accounting principles to any specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report was
provided to Kelly Allen & Associates nor oral advice was provided that
Kelly Allen & Associates concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or
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2.
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Any
matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item
304 of Regulation S-B, or a reportable event, as that term is explained in
Item 304(a)(1)(iv) of Regulation
S-B.
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On
February 15, 2008, the Company provided Mendoza Berger and Company with a copy
of the disclosures it is making in response to Item 4.01 on this Form 8-K, and
has requested that Mendoza Berger and Company furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements within 10 business days of the filing of this Form 8-K. Such
letter is filed herewith as Exhibit 16.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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Letter
on change in certifying accountant dated February 18, 2008 from Mendoza
Berger and Company, LLP
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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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Fellows Energy
Ltd.
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Date:
February 20, 2008
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By:
/s/
George S.
Young
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George
S. Young
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Chief
Executive
Officer
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