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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 16, 1998
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Date of Report (date of earliest event reported)
Pontotoc Production, Inc.
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Exact Name of Registrant as Specified in its Charter
Nevada 0-21313 84-1349552
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State or Other Jurisdiction Commission File IRS Employer Identifi-
of Incorporation Number cation Number
808 E. Main, Ada, Oklahoma 74820
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Address of Principal Executive Offices, Including Zip Code
(580) 436-6100
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Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On January 16, 1998, Pontotoc Productions, Inc., formerly Mahogany
Capital, Inc. (the "Registrant"), engaged Grant Thornton LLP as its
independent accountants for the fiscal year ended March 31, 1998. Also on
January 16, 1998, Schumacher & Associates was dismissed as the Registrant's
independent accountants.
(b) Schumacher & Associates's report on the Registrant's financial
statements for the period from June 14, 1996 (date of inception) through
December 31, 1996 contained no adverse opinion or disclaimer of opinion nor
were they qualified as to uncertainty, audit scope or accounting principles.
(c) The Registrant's Board of Directors made the decision to engage
Grant Thornton LLP. The Registrant has no audit or similar committee.
(d) In connection with the prior audit for the period from June 14, 1996
(date of inception) through December 31, 1996, and during the interim period
from December 31, 1996 to January 16, 1998, there have been no disagreements
with Schumacher & Associates on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
(e) The Registrant did not consult with Grant Thornton LLP with regard
to any matter concerning the application of accounting princples to any
specific transactions, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the Registrant's financial
statements.
(f) The Registrant has requested that Schumacher & Associates review the
disclosure and that firm has been given an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or the
respect in which it does not agree with the statements made by the Registrant
herein. Such letter is filed as an exhibit to this Report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
Exhibit 16. Letter from Schumacher & Associates.
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.
PONTOTOC PRODUCTION, INC.
Dated: January 19, 1998 By:/s/ James Robby Robson, Jr.
James Robby Robson, Jr., President
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road, Tower II, Suite 110-B
Englewood, CO 80112
(303) 792-2466 FAX (303) 792-2487
January 16, 1998
Securities and Exchange Commission
Washington, D.C. 20549
RE: Mahogany Capital, Inc.
Form 8-K
Dear Madam/Sir:
We agree with the representations made in "Item 4. Change in Registrant's
Certifying Accountant".
If we can provide you any additional information please do not hesitate to let
us know.
Sincerely,
/s/ Mick Schumacher
Mick Schumacher
President
