Current Report Filing (8-k)
October 10 2018 - 5:08PM
Edgar (US Regulatory)
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
October
3, 2018
Date
of Report (Date of earliest event reported)
Zion
Oil & Gas, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-33228
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20-0065053
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(Commission
File Number)
|
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(IRS
Employer Identification No.)
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12655
North Central Expressway, Suite 1000, Dallas, TX 75243
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code: 214-221-4610
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01
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Changes
in Registrant’s Certifying Accountant
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By
letter dated (and received) October 3, 2018, Malone Bailey LLP (“Malone”) notified the Audit Committee of the Board
of Directors (the “Audit Committee”) of Zion Oil and Gas, Inc. (the “Company”) of its resignation as the
Company’s independent registered public accounting firm.
The
previously issued reports of Malone on the Company’s financial statements for the fiscal years ended December 31, 2017
and 2016 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles, other than an explanatory paragraph relating to the Company's ability to continue as a going concern.
During
the fiscal years ended December 31, 2017 and 2016, and the subsequent period through October 3, 2018, the date of Malone’s
resignation, there were no disagreements with Malone 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 Malone, would have caused
Malone to make reference to the subject matter of the disagreements in their reports.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided Malone with a copy of the statements set forth in
this Item 4.01 prior to the filing of this Report. The Company requested that Malone furnish the Company with a letter addressed
to the Securities and Exchange Commission (“SEC”) stating whether Malone agrees with the above statements in this
Item 4.01 as required by SEC rules. Malone has furnished the requested letter, and it is attached as an Exhibit 16.1 to this
Report.
The
Audit Committee is currently seeking a new independent registered public accounting firm.
Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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 hereto duly authorized.
October
10, 2018
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Zion Oil & Gas, Inc.
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By:
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/s/ Dustin L. Guinn
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Dustin
L Guinn
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Chief
Executive Officer
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