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
February 19, 2003
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Date of Report (Date of earliest event reported)
OCEANIC EXPLORATION COMPANY
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(Exact name of Registrant as specified in its charter)
Delaware 0-6540 84-0591071
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(State or other juris- (Commission File Number) (IRS Employer
diction of Incorporation Identification No.)
7800 East Dorado Place, Suite 250, Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
(303) 220-8330
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(Registrant's telephone number,
including area code)
ITEM 4. Change in Registrant's Certifying Accountant.
On February 19, 2003, the Board of Directors of Oceanic Exploration Company (the
"Company"), dismissed KPMG LLP ("KPMG") as the Company's auditors and appointed
Grant Thornton LLP to serve as the Company's independent public accountants.
KPMG's reports on the Company's consolidated financial statements for each of
the years ended December 31, 2001 and 2000 contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the date of this
Form 8-K, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to KPMG's satisfaction, would have caused them
to make reference to the subject matter in connection with their report on the
Company's consolidated financial statements for such years.
The Company provided KPMG with a copy of the foregoing disclosures. Attached, as
Exhibit 16.1 is a copy of KPMG's letter, dated February 25, 2003, stating that
it found no basis for disagreement with such statements.
During the Company's two most recent fiscal years and through the date of this
Form 8-K, the Company did not consult with Grant Thornton LLP with respect to
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 consolidated financial statements, or any other matters or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-B.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
16.1 Letter from KPMG LLP to the Securities and Exchange Commission
dated February 25, 2003
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SIGNATURE
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.
OCEANIC EXPLORATION COMPANY
Date: 25 Feb. 2003 By: /s/ Charles N. Haas
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Charles N. Haas
President
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INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
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16.1 Letter from KPMG LLP to the Securities and Exchange Commission
dated February 25, 2003
</Table>