PIONEER OIL & GAS
8-K/A, 2000-11-27
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       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: November 21, 2000

                               PIONEER OIL AND GAS
                             -----------------------
             (Exact name of registrant as specified in its charter)

                                      UTAH
                                     ------
         (State or other jurisdiction of incorporation or organization)

                               0-30472 87-0365907
                               ------- ----------
          (Commission File Number) (IRS Employer Identification Number)


                          c/o Don J. Colton, President
                      1206 W. South Jordan Parkway, Unit B
                            South Jordan, Utah 84092
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (801) 566-3000
                                 --------------
              (Registrant's telephone number, including area code)




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<PAGE>



            ITEM 4. Changes in Registrant's Certifying Accountant

            On November 13, 2000, Pioneer Oil and Gas ("the Company") terminated
its  relationship  with  Tanner  +  Co.  ("Tanner"),  the  principal  accountant
previously  engaged  to audit  the  Company's  financial  statements.  Effective
November 13, 2000, the Company  retained Jones,  Wright,  Simkins and Associates
("Jones") as the principal  accountants  to replace  Tanner.  The  Company's
board of  directors approved the change of accountants from Tanner to Jones.

            The audit  reports of Tanner on the Company's  financial  statements
for the two fiscal years ending  September 30, 1998 and 1999 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.

            In connection with the audit of the fiscal year ending September 30,
2000  that  has  not  been  performed  as of the  date of  this  filing  and the
subsequent  interim period through  November 13, 2000, the date of  termination,
the  Company  had no  disagreements  with  Tanner on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures.  Had there been any  disagreements  that were not  resolved to their
satisfaction,  such disagreements  would have caused Tanner to make reference in
connection  with their  opinion to the subject  matter of the  disagreement.  In
addition,  during that time there were no reportable  events (as defined in Item
304(a)(1)(iv) of Regulation S-B).

            During the fiscal year ending  September  30, 2000,  and the interim
period  through  November 13, 2000, the date of  termination,  and prior to such
appointment, the Company did not consult with Jones regarding the application of
generally  accepted  accounting  principles  to a specific  transaction,  either
proposed or  completed,  or the type of audit  opinion that might be rendered on
the  Company's  financial  statements.  Since  there  were no  disagreements  or
reportable  events (as defined in Item 304(a)(2) of Regulation S-B), the Company
did not consult Jones in respect to these matters during that time.

            The Company  provided  Tanner  with a copy of this  report  prior to
filing it with the SEC. The Company  requested  that Tanner furnish the Company
with a  letter  to the  SEC  stating  whether  Tanner  agrees  with  the  above
statements. A copy of that letter dated November 21, 2000 is filed as Exhibit 1
to this Form 8-K.



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<PAGE>





            ITEM 7.           Financial Statements and Exhibits

            The following exhibit(s) are included as part of this report:

          a) Letter from Tanner + Co. dated  November 21, 2000,  relating to
the termination of its services as the Registrant's  independent  auditors this
pursuant to this filing (SEC Reference Number 16).

           Pursuant to the requirement of the Securities Act of 1934, the
Registrant  has duly  caused  this report to be signed on its behalf by
the undersigned hereunto duly authorized.


            Pioneer Oil and Gas


            Signature                                      Date
            ---------                                      ----

            By:  /s/  Don J. Colton                        November 21, 2000
            -----------------------------------
            Name: Don J. Colton
            Title: President

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