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 Earliest Event Reported: July 2, 1999
ADAIR INTERNATIONAL OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-10056 74-2142545
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
3000 Richmond, Suite 100
Houston, Texas 77098
(Address of principal executive offices, including zip code)
(713) 621-8241
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
Braden, Bennink, Goldstein, Gazaway & Company, P.L.L.C.("Braden") audited
the financial statements of the Company for the years ended May 31, 1998 and
1997, and resigned on July 2, 1999. The Company engaged Jack Sisk & Co.
("Sisk") as its new independent auditor on July 26, 1999.
There were no disagreements between the Company and Braden whether resolved
or not resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved,
would have caused them to make reference to the subject matter of the
disagreement in connection with their report. Since June 1, 1996, and through
the present, there were no reportable events requiring disclosure. The Company
has authorized Braden to respond fully to inquiries from Sisk regarding the
disclosure in this Form 8-K.
The report of Braden for the two most recent fiscal years did not contain
any adverse opinion or disclaimer of opinion but was qualified as to uncertainty
and audit scope, and contained a going concern modification.
The decision to change principal accountants was recommended and approved
by the Company's Board of Directors and made at their request.
During the Company's two most recent fiscal year, and since then, Braden
has not advised the Company that any of the following exist or are applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has come to their
attention that has lead 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;
(2) That the Company needs to expand significantly the scope of its audit,
or that information has come to their attention that if further investigated may
materially impact the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements for the
foregoing reasons or any other reason; or
(3) That they have advised the Company that information has come to their
attention that they have concluded materially impacts the fairness or
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
Prior to the engagement of Sisk as independent auditors, the Company had
not consulted Sisk regarding the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements or any
other financial presentation whatsoever.
<PAGE>
Braden has been asked to provide a letter addressed to the Securities and
Exchange Commission pursuant to Regulation S-K Item 304 as to whether Braden
agrees with the disclosure in this Form 8-K. Braden has not yet provided the
letter.
The Company has provided the disclosure in this Form 8-K to Sisk and has
given Sisk an opportunity to provide a letter addressed to the Securities and
Exchange Commission.
Exhibits
None.
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.
ADAIR INTERNATIONAL OIL & GAS, INC.
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August 24, 1999 By: /s/ Jalal Alghani
Jalal Alghani
Director and Chief Financial Officer
