MAGNUM PETROLEUM INC /NV/
8-K, 1997-01-23
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       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


                                                         January 20, 1997
Date of Report (Date of earliest event reported)_______________________________


                             MAGNUM PETROLEUM, INC.

- -------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)


        NEVADA                   1-12508                            87-0462881

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(State or other jurisdiction    (Commission                       (IRS Employer
    of incorporation)           File Number)                 Identification No.)



         600 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039

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               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code              (214) 401-0752
                                                     --------------------------



- -------------------------------------------------------------------------------

          (Former name or former address, if changed since last report)



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Item 4.  Changes in Registrant's Certifying Accountant.

     The  accounting  firm of Hein +  Associates,  L.L.P.  ("Hein")  represented
Magnum  Petroleum,  Inc. (the "Company") as its independent  accountants  during
fiscal  year 1995 and was  dismissed  by the  Company's  Board of  Directors  on
January 20, 1997.  During the Company's  most recent fiscal year and  subsequent
interim  period  through  the date of  dismissal,  there  were no  disagreements
between  the  Company  and  Hein  on any  matter  of  accounting  principals  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not  resolved  to the  satisfaction  of Hein,  who would have
caused  it to make  reference  to the  subject  matter  of the  disagreement  in
connection with its reports.  Hein's reports on the financial  statements of the
Company  for the most recent  fiscal year did not contain an adverse  opinion or
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit scope or  accounting  principles.  The  Company's  Board of Directors  has
appointed Deloitte & Touche L.L.P. as the Company's independent  accountants for
fiscal year 1996.

         The Company has provided Hein with a copy of the disclosures  contained
herein, and has requested that it furnish the Company with a letter addressed to
the  Securities  and  Exchange  Commission  stating  whether it agrees  with the
statements  made by the  Company  in  response  to item  304 (a)  regarding  its
involvement with the Company as independent accountants and, if not, stating the
respects in which it does not agree.

Item 7.           Financial Statements and Exhibits.

         (c)      Exhibits

         16.1     Acknowledgment  letter from Hein + Associates L.L.P. regarding
                  its dismissal as the Company's independent public accountants 
                  (to be filed by amendment).




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                                   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.


MAGNUM PETROLEUM, INC.


     /s/ Gary C. Evans
BY:____________________________
     Gary C. Evans
     President and CEO



Dated:  January 23, 1997






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