UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-49950
Date of Report: October 23, 2006
TRITON PETROLEUM GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 98-1232018
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
14 Garrison Inn Lane, Garrison, New York 10524
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(Address of principal executive offices) (Zip Code)
845-424-4100
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(Registrant's telephone number including area code)
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:
[ ] 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 Change in Registrant's Certifying Accountant
On October 23, 2006 the Board of Directors of Triton Petroleum
Group dismissed Brown Smith Wallace, L.L.C. ("Brown Smith Wallace") from
its position as Triton Petroleum Group's principal independent
accountant.
The audit reports of Brown Smith Wallace on Triton Petroleum
Group's financial statements for the years ended December 31, 2005 and
2004 contained a modification expressing substantial doubt about Triton
Petroleum Group's ability to continue as a going concern. The audit
reports of Brown Smith Wallace on Triton Petroleum Group's financial
statements for the years ended December 31, 2005 and 2004 also contained
a modification to the effect that certain contingencies remained to be
resolved in connection with a business combination. The audit reports of
Brown Smith Wallace for the years ended December 31, 2005 and 2004 did
not contain any other adverse opinion or disclaimer of opinion or
qualification other than the modifications noted above. Brown Smith
Wallace did not, during the applicable periods, advise Triton Petroleum
Group of any of the enumerated items described in Item 304(a)(1)(iv) of
Regulation S-B.
Triton Petroleum Group and Brown Smith Wallace have not, during
Triton Petroleum Group's two most recent fiscal years or any subsequent
period through the date of dismissal, had any disagreement on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to Brown
Smith Wallace's satisfaction, would have caused Brown Smith Wallace to
make reference to the subject matter of the disagreement in connection
with its reports.
Triton Petroleum Group has requested Brown Smith Wallace to furnish
a letter addressed to the Securities Exchange Commission stating whether
or not Brown Smith Wallace agrees with the statements in this 8-K. A
copy of such letter dated October 23, 2006 is filed as exhibit 16 to this
8-K.
On October 23, 2006 Triton Petroleum Group retained the firm of
Bagell, Josephs, Levine & Co. ("Bagell Josephs") to audit Triton
Petroleum Group's financial statements for the year ended December 31,
2006. At no time during the past two fiscal years or any subsequent
period did Triton Petroleum Group consult with Bagell Josephs regarding
any matter of the sort described above with reference to Brown Smith
Wallace, any issue relating to the financial statements of Triton
Petroleum Group, or the type of audit opinion that might be rendered for
Triton Petroleum Group.
Item 9.01 Financial Statements and Exhibits
Exhibits
16. Letter from Brown Smith Wallace, L.L.C. dated October 23, 2006
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.
TRITON PETROLEUM GROUP, INC.
Dated: October 26, 2006 By: /s/ Michael Margolies
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Michael Margolies, Chief
Executive Officer