-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElxBTxkZWy11Tup7g4w9hztBJwQHTsJ09qNjcvmVdVi9iMz9wct9W5cM0ZiFZ9jt CQFbJVRxH29JbFuInT0IVA== 0001182063-04-000079.txt : 20040428 0001182063-04-000079.hdr.sgml : 20040428 20040428162633 ACCESSION NUMBER: 0001182063-04-000079 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040209 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEEP WELL OIL & GAS INC CENTRAL INDEX KEY: 0000869495 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133087510 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24012 FILM NUMBER: 04760866 BUSINESS ADDRESS: STREET 1: 31 WALMER ROAD, UNIT 6, CITY: TOTONTO ONTARIO STATE: NY ZIP: 11510 BUSINESS PHONE: (416) 928-3095 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED DEVICES CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ILLUSTRIOUS MERGERS INC DATE OF NAME CHANGE: 19600201 8-K/A 1 dwog8ka.htm Form 8-K/A Deep Well Oil and Gas, Inc.

                       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

                                February 9, 2004
                                 Date of Report
                        (Date of Earliest Event Reported)

                            DEEP WELL OIL & GAS, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Nevada                     0-24012                  13-3087510
         ------                     -------                  ----------
 (State of Incorporation)    (Commission File No.)     (IRS Employer I.D. No.)

                         Suite 3175 246 Stewart Green SW
                        Calgary, Alberta, Canada T3H 3C8
                        --------------------------------
                    (Address of Principal Executive Offices)

                                 (403) 686-6104
                                 --------------
              (Registrant's Telephone Number, including area code)



Item 4. Changes in Registrant's Certifying Accountant

(a)(1) On February 9, 2004, Deep Well Oil & Gas, Inc. ("the Registrant") changed
       accountants from Sellers & Andersen, L.L.C. to Madsen & Associates,
       CPA's, Inc.

          (i)  The Registrant decided to dismiss Sellers & Andersen, L.L.C. as
               its independent accountants.

         (ii)  Sellers & Andersen, L.L.C.'s report on the financial statements
               for the period from September 10, 2003 to September 30, 2003 as
               contained in Forms 10-K and 10-K/A, which were filed on January
               5, 2004 and January 28, 2004, respectively, were not subject to
               an adverse or qualified opinion or a disclaimer of opinion and
               were not modified as to uncertainty, audit scope or accounting
               principles for the period from September 10, 2003 to September
               30, 2003 or for either of the past two years. Sellers & Andersen,
               L.L.C.'s report on the financial statements for the period from
               September 10, 2003 to September 30, 2003 raises substantial doubt
               about the Registrant's ability to continue as a going concern and
               that continuation of the Registrant as a going concern is
               dependent upon obtaining additional working capital.

        (iii)  The decision to change accountants was approved by the
               Registrant's Board of Directors; and

         (iv) (A) During the period from our engagement of Sellers & Andersen,
                  L.L.C. on March 20, 2003 to the date we dismissed Sellers &
                  Andersen, L.L.C. on February 9, 2004, there were no
                  disagreements with Sellers & Andersen, L.L.C. related to
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements if not resolved to the satisfaction of Sellers
                  & Andersen, L.L.C. would have caused Sellers & Andersen,
                  L.L.C. to make reference to the subject matter of the
                  disagreement in connection with its report.

              (B) Not applicable

              (C) Not applicable

              (D) Not applicable

              (E) Not applicable

   (2) On February 9, 2004, the Registrant engaged Madsen & Associates, CPA's
       Inc. as its independent accountants.

          (i)  The Registrant did not consult with Madsen & Associates, CPA's,
               Inc., its new independent accountants, regarding any matter prior
               to its engagement; and

         (ii)  Not applicable

   (3) The Registrant has provided to Sellers & Andersen, L.L.C., its former
       accountant, a copy of the disclosures contained in this Item 4 and the
       Registrant has requested a letter from Sellers & Andersen, L.L.C.
       addressed to the Commission, confirming certain statements made by the
       Registrant in this Item 4. A copy of this letter is attached hereto.

(b) Not applicable


Item 7  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Not applicable

(b) Not applicable

(c) Exhibits
    (16.1) Letter from Sellers & Andersen, L.L.C. pursuant to Item 304(a)(3)
           of Regulation S-B.



                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

DEEP WELL OIL & GAS, INC.


DATED: April 28, 2004             /s/ Steven Gawne
                                  Steven Gawne
                                  President,
                                  Chief Executive Officer


EX-16.1 3 dwogex161.htm Exhibit 16.1
Exhibit 16.1 Letter from Sellers & Andersen, L.L.C. pursuant to Item 304(a)(3)
of Regulation S-B.



SELLERS & ANDERSEN, L.L.C.
Certified Public Accountants and Business Consultants

                                                  941 East 3300 South, Suite 202
                                                     Salt Lake City, Utah  84106
                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098


April 28, 2004

United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

To Whom It May Concern:

We have read the following paragraphs of Item 4 included in the Form 8-K/A filed
April 28, 2004 of Deep Well Oil & Gas and we are in agreement with the
statements contained in these paragraphs:
        o   (a)(1) (i) and (ii)
        o   (a)(1) (iv) (A)
        o   (a)(3)

We have no basis to agree or disagree with Item 4, paragraphs (a)(1)(iii) and
(a)(2).

Very truly yours,

/s/ Sellers & Andersen, L.L.C.
    Sellers & Andersen, L.L.C.




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