SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): December 20, 2007
UNIVERSAL
BIOENERGY, INC.
---------------------------------------------------
(Exact
name of Registrant as specified in its charter)
Nevada
--------------------------------------------
(State
or
other jurisdiction of incorporation)
|
Nevada
|
333-123465
|
20-1770378
|
|
-------------------
|
---------------------------
|
-----------------
|
|
(State
or other jurisdiction
|
(Commission
File No.)
|
(I.R.S.
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
128
Biodiesel Drive
|
38858
|
|
Nettleton,
MS
|
|
|
--------------------------------------
|
--------
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
| |
|
662-963-3333
--------------------------------------------------
Registrant's
telephone number, including area code
------------------------------------------------------------
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below of the Form 8-K/A filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following
provisions:
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.
|
(1)
|
Previous
Independent Auditors:
|
(i)
On
December 20, 2007, Murrell, Hall, McIntosh & Co., PLLP (“Murrell”) was
dismissed as independent auditor for the Company. On December 20, 2007, the
Company engaged Webb & Company, PA (“Webb”) as its principal independent
accountant. This decision to engage Webb was ratified by the majority approval
of the Board of Directors of the Company.
(ii)
Management of the Company has not had any disagreements with Murrell related
to
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure. For the most recent fiscal year and any
subsequent interim period through Murrell’s termination on December 20, 2007,
there has been no disagreement between the Company and Murrell on any matter
of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction
of
Murrell would have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
(iii)
The
Company’s Board of Directors participated in and approved the decision to change
independent accountants.
(iv)
In
connection with its review of financial statements through July 31, 2007, there
have been no disagreements with Murrell on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Murrell would
have
caused
them to withhold their consent to the inclusion of the financial statements
in
the Company’s form 10 KSB for the quarter ended July 31, 2007.
(v)
During the most recent audit period and the interim period subsequent to
December 20, 2007 there have been no reportable events with the Company as
set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
(vi)
The
Company requested that Murrell furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed as an Exhibit to this Form 8-K/A.
|
(2)
|
New
Independent Accountants:
|
(i)
The
Company engaged Webb & Company, PA (“Webb”)
as its new independent auditors as of December 20, 2007. Prior to such date,
the
Company, did not consult with Webb regarding (i) the application of accounting
principles, (ii) the type of audit opinion that might be rendered, or (iii)
any
other matter that was the subject of a disagreement between the Company and
its
former auditor as described in Item 304(a)(1)(iv) of Regulation S-
B.
Item
9.01
Financial Statements and Exhibits.
(c)
Exhibits.
The
following documents are being filed herewith by Universal as exhibits to
this
Current Report on Form 8-K/A:
16.1 Letter
from Murrell,
Hall, McIntosh & Co., PLLP dated January 24, 2008.
| |
UNIVERSAL
BIOENERGY, INC.
|
| |
(Registrant)
|
| |
|
|
| |
|
|
|
Date:
January 24, 2008
|
By:
|
/s/
James E. Earnest
|
| |
|
--------------------------------
|
| |
|
James
E. Earnest
|
| |
|
President
of
|
|
|
|
Universal
Bioenergy, Inc.
|