SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 24, 1997
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Date of Report
(Date of Earliest Event Reported)
MILLER PETROLEUM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-2249-FW 75-2072206
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
3651 Baker Highway
Huntsville, Tennessee 37756
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(Address of Principal Executive Offices)
Registrant's Telephone Number
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(423) 663-9457
N/A
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(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
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None; not applicable.
Item 2. Acquisition or Disposition of Assets.
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None; not applicable.
Item 3. Bankruptcy or Receivership.
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None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Mantyla, McReynolds and Associates, CPA's, of Salt Lake City,
Utah, audited the financial statements of the Company for the calendar years
ended December 31, 1995 and 1994 (which accompanied its Form 10-KSB Annual
Report and amended Form 10-KSB Annual Report for the calendar year ended
December 31, 1995, filed with the Securities and Exchange Commission on August
7, 1996 and August 8, 1996, respectively). At that time, the Company was
known as "Single Chip Systems International, Inc."
Jones, Jensen and Company, Certified Public Accountants, of Salt
Lake City, Utah, was engaged on or about February 24, 1997, by the Board of
Directors of the Company to audit the financial statements of the Company for
the fiscal years ended April 30, 1997 and 1996. These financial
statements accompanied the Company's Form 10-KSB Annual Report for the
fiscal year ended April 30, 1997, which was filed with the
Securities and Exchange Commission on July 31, 1997.
There were no disagreements between the Company and Mantyla,
McReynolds and Associates, 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.
Other than expressing substantial doubt about the ability of the
Company to continue as a going concern, the report of Mantyla, McReynolds and
Associates does not contain any adverse opinion or disclaimer of opinion, and
is not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's three most recent fiscal years, and since
then, neither Mantyla, McReynolds and Associates nor Jones, Jensen and Company
has 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 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;
(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.
During the Company's three most recent fiscal years and since
then, the Company has not consulted Jones, Jensen and Company 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.
The Company has provided Mantyla, McReynolds and Associates with a
copy of the disclosure provided under this caption of this Report, and has
advised them to provide the Company with a letter addressed to the Securities
and Exchange Commission as to whether they agree or disagree with the
disclosures made herein. A copy of their response is attached hereto and
incorporated herein by this reference. See Item 7 of this Report.
Item 5. Other Events.
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None; not applicable.
Item 6. Resignations of Registrant's Directors.
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None; not applicable.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro-forma Financial Information.
None; not applicable.
(c) Exhibits.*
Description of Exhibit Exhibit
Number
Letter of Mantyla, McReynolds and 16
Associates, CPA's, regarding
change of accountant
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1995
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
** Each of these documents has previously been filed
with the Securities and Exchange Commission and is
incorporated herein by this reference.
Item 8. Changes in Fiscal Year.
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None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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None; not applicable.
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.
MILLER PETROLEUM, INC.
Date: 11/12/97 By:/s/Deloy Miller
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Deloy Miller
President and Director
Date: 11/12/97 By:/s/Lawrence LaRue
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Lawrence LaRue
Secretary/Treasurer
[LETTERHEAD OF MANTYLA, McREYNOLDS AND ASSOCIATES]
February 27, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We were previously the accountants for Miller Petroleum, Inc. (formerly
known as "Single Chip Systems, International, Inc.")and on February 5,
1996, we reported on the financial statements of Single Chip Systems
International, Inc. On February 24, 1997, our firm was dismissed as the
accountant of Miller Petroleum, Inc.
We have read Miller Petroleum, Inc.'s statements included under Item 4
of its Form 8-K for February 24, 1997, and we agree with such statements.
Very truly yours,
/s/ Mantyla, McReynolds
MANTYLA, McREYNOLDS AND ASSOCIATES
Salt Lake City, Utah 84121
