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): May 5, 2009
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.)
|
206 Pheasant Run,
Louisville, CO 80027
(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 4.02 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-K for the period ended December
31, 2008 (the “Form 10-K”) with the Securities and Exchange Commission (the
“Commission”), we had been in communication with our independent
certified public accountant in order to complete the required audit of our
financial statements, who has not yet completed their audit of our
financial statements prior to our filing the 10-K. The Board of Directors
has determined as of the date hereof that, under these circumstances, the
present filing should be made. The Board of Directors has attempted
to discuss the matters disclosed in this filing, and will continue to work
toward obtaining an audit of the referenced Form 10-K.
The
Company intends to file such amended Form 10-K to include
the independent auditor opinion, at the earliest practicable
date.
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: May
5,
2009 By: /s/ GEORGE S. YOUNG
George S.
Young
Chief Executive
Officer