<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 20, 1998
ROSELAND OIL & GAS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 0-9355 87-0352095
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1720 Northwest Highway, Suite 320, Garland, Texas 75041
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 686-0369
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 20, 1998, the Board of Directors of the Company approved
the engagement of Hoffman McBryde & Co. P.C. ("Hoffman") as the Company's
independent auditors for the fiscal year ending June 30, 1998 to replace the
firm of William Matthews ("Matthews") who declined to stand for re-election,
effective the same date.
The reports of Matthews 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.
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 Matthews on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
Matthews would have caused Matthews to make reference to the matter in their
reports. In addition, during the aforementioned fiscal years and the interim
period during which Matthews 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.
Matthews 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.
No consultations occurred between the Company and Hoffman during the two
fiscal years and any interim period preceding the appointment of Hoffman
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 Matthews to respond to all inquiries of
Hoffman.
Filed as an Exhibit to this Form 8-K is a letter from Matthews stating
that Matthews agrees with the disclosures made herein.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
16.1 Letter regarding change in Registrant's certifying accountant
from William Matthews.
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.
Roseland Oil & Gas, Inc.
-----------------------------------
(Registrant)
Date October 9, 1998 /s/ Calvin A. Wallen III
- ---------------------- -----------------------------------
Calvin A. Wallen III
President & Chief Executive Officer
<PAGE>
[Letterhead of William Matthews C.P.A., S.C.]
August 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 of the Roseland Oil & Gas, Inc. Form 8-K, dated August
20, 1998, and are in agreement with the statements contained therein as they
pertain to us.
Sincerely,
/s/ William Matthews
- -------------------------------------
William Matthews, CPA SC
