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 Report: March 19, 1997
QUEEN SAND RESOURCES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-21179 75-2615565
Jurisdiction of Commission File I.R.S. Employer
Incorporation Number Identification
Number
3500 Oak Lawn, Suite 380, LB#31, Dallas, TX 75219-4398
(Address of principal executive offices)
Registrant's telephone number: (214) 521-9959
Item 4. Changes in Registrant's Certifying Accountant.
On March 13, 1997, the Registrant dismissed KPMG Peat Marwick LLP ("KPMG")
as its certifying accountant and on March 13, 1997, the Registrant retained
Ernst & Young LLP ("E&Y") as its certifying accountant.
KPMG's reports on the Registrant's consolidated financial statements for
the fiscal years ended June 30, 1996 and 1995 did not contain an adverse opinion
or disclaimer of opinion, nor were they modified as to uncertainty, audit scope
or accounting principles.
The decision to engage E&Y as set forth above and to dismiss KPMG was
approved by the Board of Directors of the Registrant.
In connection with the audits of the consolidated financial statements of
the Registrant for the fiscal year ended June 30, 1996 and for the period from
August 9, 1994 (inception) through June 30, 1995, and during the period
commencing July 1, 1996 through March 12, 1997, there were no disagreements with
KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of KPMG, would have caused them to make reference
to the subject matter of the disagreement in connection with their report.
Item 7. Financial Statements and Exhibits.
Exhibits
16. Letter on Change in Certifying Accountant
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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.
QUEEN SAND RESOURCES, INC.
By: /s/Edward J. Munden
-----------------------
Edward J. Munden,
President
Dated: March 19, 1997
(KPMG Peat Marwick LLP Letterhead)
March 18, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Queen Sand Resources, Inc. and,
under the date of August 30, 1996, except as to the fourth paragraph of note 5,
which is as of September 30, 1996, the first paragraph of note 10, which is as
of November 6, 1996, the second paragraph of note 10, which is as of November
12, 1996, and the second paragraph of note 5, which is as of November 14, 1996,
we reported on the consolidated financial statements of Queen Sand Resources,
Inc. and subsidiaries as of June 30, 1996 and 1995 and for the year ended June
30, 1996 and the period from August 9, 1994 (inception) to June 30, 1995. On
March 13, 1997, our appointment as principal accountants was terminated. We have
read Queen Sand Resources, Inc.'s statements included under item 4 of its Form
8-K dated March 13, 1997, and we agree with such statements, except that we are
not in a position to agree or disagree with Queen Sand Resources, Inc.'s
statement that the change was approved by the board of directors.
Very truly yours,
KPMG Peat Marwick LLP
/s/ Harvey Zimmermann
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Harvey Zimmermann
Partner
