0001144204-11-058735.txt : 20111020 0001144204-11-058735.hdr.sgml : 20111020 20111020172618 ACCESSION NUMBER: 0001144204-11-058735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111017 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111020 DATE AS OF CHANGE: 20111020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZION OIL & GAS INC CENTRAL INDEX KEY: 0001131312 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200065053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33228 FILM NUMBER: 111150784 BUSINESS ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142214610 MAIL ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 8-K 1 v237745_8k.htm CURRENT REPORT ON FORM 8-K Unassociated Document
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 17, 2011

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
(Commission File Number)
20-0065053
(IRS Employer Identification No.)
 
6510 Abrams Road, Suite 300, Dallas, TX 75231

(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Item 4.01.   Changes in Registrant’s Certifying Accountant.
  
(b) Engagement of new independent registered public accounting firm.

On October 17, 2011, the Audit Committee of the Board of Directors of Zion Oil & Gas, Inc., (the “Company”) engaged Malone Bailey LLP (“Malone Bailey”), as its independent registered public accounting firm. During the years ended December 31, 2010 and 2009 and the subsequent interim period through the Company’s engagement of Malone Bailey, neither the Company nor anyone on its behalf consulted with Malone Bailey regarding (a) 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, and neither a written report nor oral advice was provided to the Company that Malone Bailey concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company previously disclosed in its Current Report on Form 8-K, which was filed on August 4, 2011, that it was advised by its previous auditors Somekh Chaikin (“SC”), a member of KPMG International that, in accordance with the requirements of the Texas State Board of Public Accountancy (“Texas State Board”), SC will have to resign as the Company’s independent registered public accounting firm following the filing of the Company’s quarterly report on Form 10-Q for the three months ending September 30, 2011. SC’s action was taken in light of an agreed cease and desist order that SC entered into with the Texas State Board following an inquiry by the Texas State Board regarding SC’s ability to provide attestation services for companies with principal executive offices in the State of Texas without being registered by the Texas State Board. SC informed the Company that, as a result of these developments, it can no longer provide auditing services to companies with principal executive offices in Texas. The Company’s principal executive offices are located in Dallas, Texas.
 
Item 9.01.   Financial Statements and Exhibits.
    
(d) Exhibits
 
None
 
 
 

 
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.
 
     
 
Zion Oil and Gas, Inc.
 
     
       
Date: October 20, 2011
By:
/s/ Richard J. Rinberg  
   
Richard J. Rinberg
 
   
Chief Executive Officer