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 report): July 14, 2017
DEEP
WELL OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
| NEVADA |
|
0-24012 |
|
98-0501168 |
| (State
or other jurisdiction of |
|
(Commission
File Number) |
|
(IRS
Employer |
| incorporation) |
|
|
|
Identification
No.) |
| Suite
700, 10150 – 100 Street, Alberta, Canada |
|
T5J
0P6 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (780) 409-8144
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:
| ☐ |
|
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)) 240.14d-2(b)) |
| |
|
| ☐ |
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 240.13e-4(c)) |
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 | Changes
in Registrant’s Certifying Accountant. |
On
July 14, 2017, the Board of Directors, acting as the Audit Committee of Deep Well Oil & Gas, Inc. (the “Corporation”),
approved the dismissal of Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as the Corporation’s independent
registered public accounting firm. Sadler Gibb was engaged by the Corporation on October 6, 2015 to audit the consolidated financial
statements of the Corporation for the fiscal year ending September 30, 2015 and to perform reviews of the Corporation’s
unaudited quarterly financial information for the periods ending December 31, 2015, March 31, 2016 and June 30, 2016. Sadler Gibb
also audited the Corporation’s consolidated financial statements for the fiscal years ending September 30, 2013 and September
30, 2014.
In
connection with the Corporation’s audited consolidated financial statements for the fiscal years ending September 30, 2013
and September 30, 2014, Sadler Gibb’s audit reports did not contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting principles.
In
connection with the audit of the Corporation’s consolidated financial statements for the fiscal year ending September 30,
2015, the Corporation and Sadler Gibb had a difference of opinion on the evaluation of its oil and gas properties and how much,
if any, of the Corporation’s oil and gas property assets should be written down. The Board of Directors of the Corporation
was dissatisfied with the length of time that it was taking to complete the audit of the Corporation’s financial statements
for the fiscal year ending September 30, 2015. This difference of opinion between the Corporation and Sadler Gibb has resulted
in a significant delay of the timing of filing the Corporation’s consolidated financial statements. The Corporation agreed
to engage an independent third-party audit accounting specialist, chosen by Sadler Gibb, to give an opinion on the analysis of
the Corporation’s oil and gas properties, however this was not completed prior to the dismissal of Sadler Gibb.
This
difference of opinion was not resolved prior to the Corporation’s dismissal of Sadler Gibb, and therefore Sadler Gibb did
not complete its audit and render a report of its opinion on the Corporation’s consolidated financial statements for the
fiscal year ended September 30, 2015.
There
are no “reportable events” listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
Management
of the Corporation discussed the disagreements with the Board of Directors of the Corporation and Sadler Gibb. The Corporation
provided to Sadler Gibb a copy of the disclosures contained herein and has requested that Sadler Gibb provide the Corporation
with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not Sadler Gibb agrees with the Corporation’s
statements contained in this current report on Form 8-K and if not, stating the respects in which it does not agree. A copy of
Sadler Gibb’s response letter is attached hereto as exhibit 16.1.
The
Corporation’s Board of Directors, acting as the Audit Committee, has engaged Turner, Stone & Company, L.L.P., (“Turner
Stone”) as the Corporation’s new independent registered public accounting firm, effective July 14, 2017, to audit
and render an opinion on the consolidated financial statements of the Corporation for the fiscal years ending September 30, 2015
and September 30, 2016 and to review the Corporation’s quarterly consolidated financial statements for the periods ending
December 31, 2015, March 31, 2016 and June 30, 2016. The Corporation has authorized Sadler Gibb to respond fully to the inquiries
of Turner Stone. The Corporation provided Turner Stone with this current report on Form 8-K for its review and has given Turner
Stone the opportunity to furnish to the Corporation with a letter addressed to the U.S. Securities and Exchange Commission containing
any new information, clarification of the Corporation’s expression of its views, or the respects in which it does not agree
with the statements made by the Corporation in this Form 8-K.
| ITEM
9.01 | Financial
Statements and Exhibits. |
(a)
Financial Statements
Not
Applicable.
(d)
Exhibits to subject matter reported on this Form 8-K
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 hereto duly authorized.
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DEEP
WELL OIL & GAS, INC. |
|
| |
|
|
|
| Date:
July 19, 2017 |
By: |
/s/
Curtis Sparrow |
|
| |
|
Curtis
J. Sparrow, P.Eng., MBA |
|
| |
|
Chief
Financial Officer |
|
4
