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 13, 2013

 

Petro River Oil Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   000-49760   98-0611188
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
Of Incorporation)       Identification No.)

 

1980 Post Oak Blvd., Suite 2020

Houston, TX 77056

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (469) 828-3900

 


(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))

 

 

 

 
 

 

Item 8.01. Other Events.

 

On August 13, 2013, Petro River Oil Corp. (the “Company”) announced that it would be unable to file its Form 10-K by the conclusion of its previously requested extension period. This delay in filing was caused by accounting issues and operational integration matters that have required a significant amount of time and human resources in order to complete the fiscal 2013 audit, following the acquisition of Petro River Oil, LLC on April 23, 2013. The Company anticipates that the Form 10-K will be filed on August 21, 2013, and anticipates timely filing of all future periodic reports.

 

A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit Number   Description
99.1   Press Release dated August 13, 2013

 

 
 

 

SIGNATURE PAGE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 13, 2013

 

  Petro River Oil Corp.
     
  By: /s/ Scot Cohen
  Name: Scot Cohen

 

 
 

 

 

 

HOUSTON, TX— August 13, 2013_______ Petro River Oil Corp (the “Company” or “Petro River”) announces today that the Company’s restructuring has resulted in challenging accounting issues and operational integration matters that have required a significant amount of time and human resources in order to complete the fiscal 2013 audit. Petro River continues to work diligently with Marcum LLP, its independent auditors, to provide all the necessary information so they can complete the audit of the Company’s financial statements for the fiscal year ended April 30, 2013 as promptly as possible. At this time, Petro River is not aware of any disagreements with its auditors regarding the Company’s fiscal 2013 financial statements.

 

The Company currently estimates that the Form 10-K will be filed by August 21, 2013. The Company anticipates that it will be timely in its future filings.

 

Forward-Looking Statements

 

This news release contains forward-looking and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

 

The forward-looking statements contained in this news release are made as of the date of this news release. Petro River disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Petro River undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

 

Contact Information:

Investor Relations:

gary@petroriveroil.com

212-596-7090

www.petroriveroil.com