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): May 8, 2006
RAM ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50682 20-0700684
----------------------------- -------------- ---------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma 74135
------------------------------------------------ ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (918) 663-2800
Tremisis Energy Acquisition Corporation
-------------------------------------------------------------
(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 4.01 Changes in Registrant's Certifying Accountant.
(a) On May 8, 2006, RAM Energy Resources, Inc. (formerly Tremisis Energy
Acquisition Corporation) (the "Company"), dismissed BDO Seidman, LLP as its
independent registered public accountants in connection with the closing of the
merger of RAM Energy Acquisition, Inc., a wholly owned subsidiary of the
Company, with and into RAM Energy, Inc. on May 8, 2006. The decision was
approved by the Board of Directors of the Company.
The report of BDO Seidman, LLP on the Company's balance sheets as of
December 31, 2005 and 2004, and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2005, the
period ended December 31, 2004, and the period from February 5, 2004 (inception)
to December 31, 2005 did not contain an adverse opinion or disclaimer of
opinion. However, such report dated February 10, 2006 contained an explanatory
paragraph relating to the ability of the Company to continue as a going concern.
During the Company's fiscal years ended December 31, 2005 and 2004 and any
subsequent interim period preceding the termination (through May 8, 2006), there
were no disagreements with BDO Seidman, LLP 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 BDO
Seidman, LLP would have caused BDO Seidman, LLP to make reference to the subject
matter of the disagreements in connection with its report on the financial
statements for such years or subsequent interim periods.
There were no reportable events as described in Item 304 (a)(i)(v) of
regulation S-B.
The Company requested that BDO Seidman, LLP furnish it with a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether or
not it agrees with the Company's statements in this Item 4.01(a). A copy of the
letter furnished by BDO Seidman, LLP in response to that request, dated May 8,
2006 is filed as Exhibit 16.1 to this Form 8-K
(b) On May 8, 2006 UHY Mann Frankfort Stein & Lipp CPAs, LLP ("UHY") was
engaged as the Company's new independent Registered Public Accountants. During
the two most recent fiscal years and the interim period preceding the engagement
of UHY, the Company has not consulted with UHY regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement or reportable event identified in paragraph (a)(1)(iv)
of Item 304 of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None
(c) Exhibits.
Exhibit Number Description
-------------- -----------
16.1 Letter from BDO Seidman, LLP dated May 8, 2006 regarding change in
certifying accountant.
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.
Dated: May 8, 2006 RAM ENERGY RESOURCES, INC.
By: /s/ Larry E. Lee
Name: Larry E. Lee
Title: Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
--- ----------- ----------------
16.1 Letter from BDO Seidman, LLP dated Filed herewith electronically
May 8, 2006