Washington, DC 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015



(Exact name of Registrant as specified in its Charter)







(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)



1980 Post Oak Blvd., Suite 2020

Houston, TX 77056


(Address of principal executive offices)



(469) 828-3900


(Registrants Telephone Number)



Not Applicable


(Former name or 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 4.01 Changes in Registrants Certifying Accountant

Dismissal of Independent Registered Public Accounting Firm

On October 30, 2015, Marcum LLP (Marcum) was dismissed as the independent registered public accounting firm of Petro River Oil Corp. (the Company). The Companys Board of Directors approved the dismissal of Marcum.


The reports of Marcum regarding the Companys financial statements for the fiscal years ended April 30, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except each report did contain an explanatory paragraph related to the Companys ability to continue as a going concern. During the Companys fiscal years April 30, 2015 and 2014, and through October 30, 2015, there were (i) no disagreements with Marcum 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 Marcum would have caused Marcum to make reference to the subject matter of the disagreements in connection with its report, and (ii) with the exception of material weaknesses related to our internal control over financial reporting, no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.


The Company provided Marcum with a copy of the foregoing disclosures and requested Marcum to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum agrees with the disclosures. A copy of Marcums letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.


New Independent Registered Public Accounting Firm


On October 30, 2015, the Company engaged GBH CPAs, PC (GBH) as the Companys new independent registered public accounting firm. The appointment of GBH was approved by the Companys Board of Directors.

Item 9.01 Financial Statements and Exhibits

See Exhibit Index.


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.





Date: November 5, 2015



 /s/ Scot Cohen




Scot Cohen




Chief Executive Officer




Exhibit Index


Exhibit No.




Letter to the Securities and Exchange Commission from Marcum LLP


November 4, 2015

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549


We have read the statements made by Petro River Oil Corp. under Item 4.01 of its Form 8-K dated October 30, 2015. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Petro River Oil Corp. contained therein.

Very truly yours,

/s/ Marcum LLP

Marcum LLP

New York, New York