SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Reported Events November 23, 1998
ISRAMCO, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of Incorporation)
1770 St. James Place, Houston, Texas 77056 Suite 607
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(Address of principal executive offices)
713-621-3882
(Telephone number)
0-12500 13-3145265
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Commission File No. IRS Employer ID No.
Item 4. Changes in Registrant's Certifying Accountant
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On November 23, 1998 the firm of Hein + Associates LLP, the Company's
principal auditors resigned. The Audit Committee of the Board of Directors is
presently having discussions with other auditing firms for appointment as the
Company's auditors.
During the year ended December 31, 1997, and the subsequent interim period
preceding their resignation, there were no disagreements with Hein + Associates
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Hein + Associates LLP would have caused that firm to make
reference in connection with its report to the subject matter of the
disagreement or any reportable events. However, Hein + Associates LLP advised
the Registrant it would be able to accept the appointment to audit Registrant's
financial statements for the fiscal year ended December 31, 1998 only if the
Registrant hired a corporate controller to reside and work in Houston, Texas,
and if Hein + Associates LLP and the Registrant could come to agreement
concerning fees for the audit of Registrant. The Registrant declined to hire a
corporate controller to reside and work in Houston, Texas.
Hein + Associates LLP's report on the financial statements for the year
ended December 31, 1997 contained no adverse opinion or disclaimer of opinion
and was not qualified to uncertainty, audit scope or accounting principles. The
Registrant has requested that Hein + Associates LLP furnish it with a letter
addressed to the SEC stating whether it agrees with the above statements. A copy
of a letter to the SEC, dated December 3, 1998, is filed as Exhibit A to this
Form 8-K/A.
Item 5. Other Events
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The Company has received a Nasdaq Delisting Notice for its Class A and
Class B Warrants on the Nasdaq SmallCap Market. The reason for delisting of the
Class A and Class B Warrants stated by Nasdaq Listing Qualifications was the
failure of the Company's Warrants to maintain a minimum of two active market
makers. To be eligible for continual listing, all securities must maintain a new
minimum of two active market makers.
The Company does not intend to appeal this decision by Nasdaq.
Item 7. Exhibits
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Exhibit A - Letter of Hein + Associates LLP.
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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.
Isramco, Inc.
(registrant)
December 4, 1998 By: /s/ Haim Tsuff
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(date) Haim Tsuff
Chairman of the Board
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EXHIBIT A
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Hein + Associates LLP
Certified Public Accountants and Consultants
with offices in Denver, Dallas and Los Angeles
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5075 Westheimer, Suite 970
Houston, Texas 77056
Telephone (713) 850-9814
Telecopies (713) 850-0725
December 3, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We are previously principal accountants for ISRAMCO, Inc. and on March 24, 1998,
we reported on the consolidated financial statements of ISRAMCO, Inc. and
subsidiaries as of and for the year ended December 31, 1997. On November 23,
1998, we resigned as principal accountants of ISRAMCO, Inc. We have read
ISRAMCO, Inc.'s statements included under Item 4 of its Form 8-K/A for December
3, 1998 and we agree with such statements.
Very truly yours,
/s/ Hein + Associates LLP
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Hein + Associates LLP
Certified Public Accountants