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
Date of Report (Date of earliest event reported): January 20, 2005
ISRAMCO, INC.
(Exact name of registrant as specified in its charter)
------------------------------- -------------------------- ---------------------
Delaware 0-12500 13-3145265
------------------------------- -------------------------- ---------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
------------------------------- -------------------------- ---------------------
11767 KATY FREEWAY, HOUSTON, TX 77079
(Address of principal executive offices, including Zip Code)
713-621-3882
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 20, 2005, the audit committee of the board of directors (the
"Audit Committee") of Isramco, Inc. (the "Company") accepted the resignation of
UHY - Mann Frankfort Stein & Lipp CPAS, LLP ("UHY LLP") (formerly - Mann
Frankfort Stein & Lipp CPAS, L.L.P.) as the Company's independent accountants.
Concurrent with UHY LLP's resignation, the Audit Committee appointed Malone &
Bailey, PC (the "New Accountants") as the independent accounting firm to audit
the financial statements of the Company for the year ended December 31, 2004.
The reports by UHY LLP with respect to the Company's financial
statements for each of the years ended December 31, 2002 and 2003 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
fiscal years ended December 31, 2002 and 2003 and during the subsequent interim
period, there were no disagreements between the Company and UHY LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of UHY
LLP, would have caused it to make reference to the subject matter thereof in
connection with its reports.
During the fiscal years ended December 31, 2002 and 2003 and through the
date of this report, UHY LLP did not advise the Company with respect to any
matters described in paragraphs (a)(1)(v)(A) through (D) of Item 304 of
Regulation S-K.
During the fiscal years ended December 31, 2002 and 2003 and through the
date of this report, the Company did not consult with the New Accountants
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Company's financial statements; (iii) any matter that
was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The Company has provided UHY LLP with a copy of the foregoing
disclosure. Attached as an exhibit hereto is a copy of UHY LLP's letter, dated
January 24, 2005, in response to the foregoing disclosure. A copy of the
Company's press release announcing the appointment of the New Accountants is
attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
(16) Letter from UHY - Mann Frankfort Stein & Lipp CPAS, LLP to the Securities
and Exchange Commission dated January 24, 2005.
99.1 Press release dated January 24, 2005.
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.
Dated: January 24, 2005 ISRAMCO, INC.
By: /s/ Haim Tsuff
Haim Tsuff
Chief Executive Officer