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FORM 8-K. CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934.
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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) August 3, 1998
Cotton Valley Resources Corporation
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(Exact name of registrant as specified in its charter)
Yukon Territory, Canada 0-28814 98-0164357
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6510 Abrams Road, Suite 300, Dallas, TX 75231
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 221-6500
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 3, 1998, the Board of Directors of the Company, as well
as the Audit Committee of the Board of Directors of the Company, approved the
engagement of Lane Gorman Trubitt L.L.P. ("LGT") as the Company's independent
auditors for the fiscal year ending June 30, 1998 to replace the firm of
Hein + Associates LLP ("Hein") who declined to stand for re-election, effective
the same date.
The reports of Hein on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles, except for the report on the Company's financial statements for the
year ended June 30, 1996, which included a paragraph regarding uncertainty as
to the Company's ability to continue as a going concern.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended June 30, 1996 and June 30, 1997, and in the
subsequent interim period, there were no disagreements with Hein on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Hein would have caused Hein to make reference to the matter in their reports.
In addition, during the aforementioned fiscal years and the interim period
during which Hein served the Company preceding its declination to stand for
re-election, the Company had no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K, promulgated pursuant to the Securities Exchange
Act of 1934, except as described below.
Hein has not advised the Company during the two most recent fiscal years
and in the subsequent interim period that: (i) the internal controls necessary
for the Company to develop reliable financial statements do not exist; (ii)
information has come to their attention that has led them to no longer be able
to rely on management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management; (iii) there
was a need to expand significantly the scope of its audits, or (iv) information
has come to their attention that they have concluded will, or that if further
investigated might, materially impact the fairness or reliability of either
previously issued audit reports or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent audited financial statements, except
that Hein has informed the Company of the need to adjust certain accounts and
continue to investigate unresolved questions regarding other accounts which
will significantly reduce income reported in the Company's previously filed
Form 10-Q for the period ended March 31, 1998. The Company is in the process of
investigating these items and will amend its Form 10-Q for the period ended
March 31, 1998 when its investigation is complete.
No consultations occurred between the Company and LGT during the two
fiscal years and any interim period preceding the appointment of LGT regarding
the application of accounting principles, the type of audit opinion that might
be rendered or other information considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting issue.
The Registrant has authorized Hein to respond to all inquiries of LGT.
The Company has requested Hein to furnish it a letter addressed to the
United States Securities and Exchange Commission stating whether it agrees with
the disclosures made herein. A copy of that letter, dated August 4, 1998 is
filed as Exhibit 1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
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(c) Exhibits
A list of exhibits required to be filed as part of this Report is set
forth in the Exhibit Index, which immediately precedes such exhibits, and is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cotton Valley Resources Corporation
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(Registrant)
Date August 4, 1998 /s/ EUGENE A. SOLTERO
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Eugene A. Soltero
Chief Executive Officer
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COTTON VALLEY RESOURCES CORPORATION
EXHIBIT INDEX
Exhibit Number
99.1 Letter Addressed to the Securities and Exchange Commission
dated August 4, 1998, from the Company's former auditors,
Hein + Associates LLP, relative to their agreement with the
statements made in Item 304 of this Current Report on Form
8-K.
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[HEIN + ASSOCIATES LLP LETTERHEAD]
August 4, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Cotton Valley Resources Corporation - Commission File Number 028814
Dear Sirs:
We have read Item 4 of the Cotton Valley Corporation Form 8-K, dated August 3,
1998, and are in agreement with the statements contained therein as they relate
to us.
Very truly yours,
/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Certified Public Accountants
