UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
April
10,
2007
QNB
CORP.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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0-17706
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23-2318082
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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15
North Third Street, Quakertown, PA
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18951-9005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(215)538-5600
Item
4.01 Change
in Registrant’s Certifying Accountant
Effective
April 9, 2007, the Audit Committee of the Board of Directors of QNB Corp. (the
Registrant) engaged Beard Miller Company LLP of Wyomissing, Pennsylvania to
replace S.R. Snodgrass, A.C. as the independent public accountants to audit
the
consolidated financial statements of the Registrant and its subsidiary, The
Quakertown National Bank (the Bank). The change in accountants was approved
by
the Audit Committee following the dismissal of S.R. Snodgrass, A.C. on April
9,
2007 as the independent public accountants of the Registrant.
In
connection with the audits of the two fiscal years ending December 31, 2005
and
December 31, 2006 and through April 9, 2007 there were no disagreements with
S.R. Snodgrass, A.C. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreement, if not resolved to their satisfaction, would have caused them
to
make reference in connection with their opinion to the subject matter of the
disagreement.
The
audit
report of S.R. Snodgrass, A.C. on the consolidated financial statements of
the
Registrant and its subsidiary for the years ended December 31, 2005 and December
31, 2006 did not contain an adverse opinion or a disclaimer of opinion, and
was
not qualified or modified as to uncertainty, audit scope or accounting
principles. During that period, there were no "reportable events" within the
meaning of Item 304 (a) (1) (v) of Regulation S-K promulgated under the
Securities Act of 1933.
The
Registrant has requested that S.R. Snodgrass, A.C. furnish a letter addressed
to
the Securities and Exchange Commission stating whether S.R. Snodgrass, A.C.
agrees with the above statements. A copy of that letter is attached as Exhibit
16 to this Form 8-K.
During
the Registrant's two most recent fiscal years and through April 9, 2007, the
Registrant has not consulted Beard Miller Company LLP regarding the application
of accounting principles, either contemplated or proposed, the type of audit
opinion that might be rendered on the Registrant's financial statements or
any
other matters that would be required to be reported herein.
Item
9.01 Financial
Statements and Exhibits
The
following exhibits are filed herewith:
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16 |
Letter
of S.R. Snodgrass, A.C.
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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 thereunto
duly authorized.
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QNB
Corp.
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By: |
/s/
Bret
H. Krevolin |
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Bret
H. Krevolin |
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Chief
Financial Officer |
Dated:
April 10, 2007