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: May 15, 2000
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
On May 15, 2000, the Company appointed the accounting firm of Jackson &
Rhodes P.C. ("J&R") as independent accountants for fiscal 1999 to replace Jack
Sisk & Co. ("Sisk"), effective with such appointment. The appointment was
recommended and approved by the Board of Directors.
The report of Sisk for the most recent fiscal year did not contain any
adverse opinion or disclaimer of opinion but was qualified as to the ability of
the Company to continue as going concern.
There have been no disagreements between the Company and Sisk 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 provided Sisk with a copy of this disclosure and has
requested that Sisk furnish it with a letter addressed to the SEC stating
whether it agrees with the above statements. Sisk has not yet provided the
letter.
On February 28, 2000, the Company engaged J&R to audit its subsidiary,
Adair Exploration, Inc. (formerly Partners In Exploration, Inc.), which was
acquired effective February 1, 2000. In the course of that engagement, the
Company consulted with J&R regarding the application of accounting principles
and other matters as would be ordinary and necessary for J&R to render an
opinion on the financial statements of the subsidiary for the years ending
December 31, 1999 and 1998. The nature, extent, and result of all such
consultations are best described in the reading of Combined Financial Statements
of Partners In Exploration, Inc., for the years ending December 31, 1999 and
1998, which are included in Form 8-K, Amendment Number 1, dated February 1,
2000.
Additionally, the Company conferred verbally with J&R with regard to the
accounting for the acquisition by the Company. The result of such consultations
are best described in the reading of the Notes to Pro Forma Consolidated
Financial Data which are included in Form 8-K, Amendment Number 1, dated
February 1, 2000.
The consultations referred to in the preceding two paragraphs did not cause
the Company to make any significant changes on any accounting, auditing or
financial reporting issue.
The Company has provided the disclosure in this Form 8-K to J&R and has
given them an opportunity to provide a letter addressed to the Securities and
Exchange Commission.
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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.
By /s/ Jalal Alghani Date: May 15, 2000
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Jalal Alghani
Chief Financial Officer and Director
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