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 19, 2008
Fellows
Energy Ltd.
(Exact
name of registrant as specified in its charter)
|
Nevada
000-33321
33-0967648
-----------------------------------------------------------------------------------------------------------------------
(State
or other
jurisdiction (Commission
File
Number) (IRS
Employer
of
incorporation) Identification
No.)
|
1369 Forest Park Cir. Suite
#202, Lafayette, CO 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 4.02 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-Q for the period ended June 30,
2008 (the “Form 10-Q”) 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 review of our
financial statements, who has not yet completed their review of our financial
statements prior to our filing the Form 10-Q. 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 proper review of the referenced Form 10-Q.
We are aggressively seeking any
additional comments required to complete the review for filing an amended Form
10-Q for the period ended June 30, 2008.
The Company intends to file
such amended Form 10-Q to rectify the filing, 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: August
19,
2008
By: /s/ GEORGE S. YOUNG
George S.
Young
Chief Executive
Officer