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
March 19, 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)
TENNESSEE 33-2249-FW 62-1028629
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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
(423) 663-9457
N/A
(Former Name or Former Address if changed Since Last Report)
<PAGE>
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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Jones, Jensen & Company, Certified Public Accountants, of Salt Lake
City, Utah, audited the financial statements of the Company for the fiscal
years ended April 30, 1997 and 1996 (which accompanied its Form 10-KSB Annual
Report for the fiscal year ended April 30, 1997, filed with the
Securities and Exchange Commission on or about July 31, 1997).
Charles M. Stivers, Certified Public Accountant, of Manchester,
Kentucky, was engaged on or about March 19, 1998, by the Board of
Directors of the Company to audit the financial statements of the Company for
the fiscal years ended April 30, 1998 and 1997. These financial
statements will accompany the Company's Form 10-KSB Annual Report for the
fiscal year ended April 30, 1998, which will be timely filed with the
Securities and Exchange Commission.
There were no disagreements between the Company and Jones, Jensen &
Company, 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 it to make reference to
the subject matter of the disagreement in connection with its reports.
The reports of Jones, Jensen & Company do not contain any adverse
opinion or disclaimer of opinion, and are 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 Jones, Jensen & Company nor Charles M. Stivers, CPA, 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 Charles M. Stivers, CPA, 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 Jones, Jensen & Company with a copy of the
disclosure provided under this caption of this Report, and has advised it to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether it agrees or disagrees with the disclosures made
herein. A copy of this 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 Jones, Jensen & Company 16
regarding change of accountant
Annual Report on Form 10-KSB for the **
fiscal year ended April 30, 1997
* 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: 3-25-98 By: /s/ Deloy Miller
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Deloy Miller
CEO and Director
[LETTERHEAD OF JONES, JENSEN & COMPANY]
March 25, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
We were previously the independent accountants for Miller Petroleum, Inc. and
on July 18, 1997, we reported on the financial statements of Miller Petroleum,
Inc. On March 19, 1998, we were dismissed as the independent accountants of
Miller Petroleum, Inc.
We have read Miller Petroleum, Inc.'s statements included under Item 4 of its
Form 8-K dated March 19, 1998, and we agree with such statements except as to
the second paragraph of Item 4 and any other references to the representations
about and for Charles, M. Stivers, Certified Public Accountant, as to which we
have no knowledge.
Very truly yours,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
