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 of 1934
April 23,
2010
____________________________________
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)
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001-33228
(Commission
File Number)
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20-0065053
(IRS
Employer Identification No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This Form
8-K/A (the “Amendment”) amends the Form 8-K filed on April 23, 2010 (the
“Original 8-K”) by Zion Oil & Gas, Inc. ("Zion" or the
"Company"). The purpose of this Amendment is to provide updated
information as to the timing of the charge to the
Company's accounts of the non-cash impairment charge disclosed in the
Original 8-K.
Item 2.06: Material
Impairments
Unproved Oil and Gas
Properties
The
Company previously disclosed in the Original 8-K that under generally accepted
accounting principles applicable to the Company, the Company would be recording
an estimated non-cash impairment charge of approximately $18,000,000 to its
unproved oil and gas properties to be included in the Company’s unaudited
financial statements for the period ending March 31, 2010. The determination was
made following the completion of the production testing on the Ma’anit-Rehoboth
#2 well.
In
connection with the filing on May 14, 2010 of the Company’s quarterly report on
Form 10-Q for the three months ended March 31, 2010 (the “First Quarter
Report”), following consultation with its auditors the Company determined that
the impairment charge should be appropriately recorded in the Company’s
unaudited financial statement for the period ending June 30, 2010. Accordingly,
the Company disclosed in its First Quarter Report that it intends to record an
impairment charge of approximately $19,500,000 to its unproved oil and gas
properties in the Company’s unaudited financial statements for the three months
ended June 30, 2010.
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.
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Zion
Oil and Gas, Inc.
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Date: May
20, 2010
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By:
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/s/ Richard
J. Rinberg
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Richard
J. Rinberg
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Chief
Executive Officer
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