SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

SecuritiesDate Exchangeof ActReport (Date of 1934earliest event reported) December 21, 2001

DateFAN ofENERGY ReportINC. (DateExact name of earliestregistrant eventas reported)specified Februaryin 1,its 2001charter)

~~FAN~~ Nevada 000-31079 77-0140428 (State ~~ENERGY~~or ~~INC~~other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation)

~~Nevada~~5355 Capital ~~(State~~Court, orSuite ~~other~~108 Reno, ~~jurisdiction~~Nevada 89502 (Address of ~~incorporation~~principal executive offices)

~~000~~(602) 953-~~31079~~7701 (~~Commission~~Registrant's ~~file~~telephone number, including area code)

77-0140428 (IItem 5.R.S. Employer IdentificationOTHER NoEVENTS.)

~~11811~~ On December ~~North~~21, ~~Tatum~~2001, ~~Boulevard~~the Board of Directors of the Registrant at a meeting duly convened and held effective as of the 21st day of December, ~~Suite~~2001, ~~3031~~in accordance with N.R.S. § 78-207, ~~Phoenix~~adopted resolutions to decrease the number of ~~Arizona~~authorized ~~85028~~shares of the corporation’s $0.001 par value common stock from ~~(Address~~95,000,000 shares to 6,666,334 shares and correspondingly decreasing the number of ~~principal~~issued ~~executive~~and ~~offices)~~outstanding shares of such class held by each common stockholder of record as of the close of business on December 24, 2001 (~~Zip~~the ~~Code~~“Effective Date”). The following information relates to the reduction in number of authorized shares and the reverse stock split to be effected:

(~~602~~a) ~~953-7701~~ and (~~Registrant's~~b) ~~telephone~~The number, ~~including~~of authorized shares and the par value of each class and ~~area~~series ~~code)~~of shares before and after the change hereby effected:

Item                                                     Before 4Change   After Change
                                                     -------------   ------------
      Common Stock, $0.001 CHANGEPar OFValue ACCOUNTANTS............     95,000,000      6,333,334
      Preferred Stock, $0.001 Par Value .........      5,000,000      5,000,000

(ac)~~(1)(i)~~ InThe ~~connection~~number ~~with~~of ~~the~~shares ~~relocation~~ of ~~its~~common ~~executive~~stock ~~offices from Denver, Colorado~~ to ~~Phoenix,~~be ~~Arizona,~~issued after the ~~Registrant~~change ~~determined to dismiss its principal independent accountant, Wheeler Wasoff, P.C., of Denver, Colorado, effective January 31, 2001.~~ in

        (ii)
The                                                     Before IndependentChange   After Auditors’ Report on the financial statements of theChange
Registrant for each of the past two fiscal years ending December 31, 1998 and                                                     -------------   ------------
1999,      Each eachshare raised...............................               1      one-fifteenth substantial doubt about the ability of Registrantone to continueshare(1)
as      All aoutstanding goingshares: concern and each report indicated that the financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. .................      35,243,992      2,349,600(1)

---------------------------

(~~iii~~1) ~~The~~ ~~Board~~see ofItem ~~Directors~~(d) ~~of the Registrant recommended and approved the decision to change independent accountants.~~ below

(ivd)~~(A)~~ The ~~Registrant~~provisions ~~had~~for nothe ~~disagreements~~issuance ~~with~~of ~~the~~fractional ~~former~~shares ~~accountants~~shall onbe ~~any~~as ~~matter~~follows: ~~of accounting~~Fractional ~~principles~~shares orwhich ~~practices,~~would ~~financial~~otherwise ~~statement~~be ~~disclosure,~~held orby ~~auditing scope~~any orstockholder ~~procedure,~~as ~~which,~~a ifresult ~~not~~of ~~resolved~~the reverse stock split shall each be rounded up to the ~~former~~next ~~accountants’ satisfaction,~~highest ~~would~~whole ~~have~~number ~~caused~~of itshares toand ~~make~~therefore ~~reference~~no tofractional ~~the~~shares ~~subject~~shall ~~matter~~be issued as a result of the ~~disagreement~~reverse instock ~~connection~~split. ~~with~~The ~~its~~number ~~report.~~above does not reflect the effect of this rounding.

(be) ~~Effective~~ ~~February~~Approval ~~1, 2001, Registrant engaged the firm~~ of ~~Marshall~~stockholders ~~&Weber, CPA’s,~~was ~~PLC~~not ~~as the principal accountant to audit the Registrant’s financial statements at and for the fiscal year ending December 31, 2000~~required.

~~Item~~(f) 5.The ~~OTHER~~Effective ~~EVENTS~~Date for the change shall be the close of business on December 24, 2001.

~~Effective at~~The ~~the~~reverse ~~end~~stock ofsplit ~~January~~for ~~2001,~~outstanding ~~Registrant’s~~$0.001 ~~principal~~par ~~executive~~value ~~offices~~common ~~were relocated~~stock toof ~~11811~~the ~~North~~corporation ~~Tatum~~does ~~Boulevard,~~not ~~Suite~~affect ~~3031,~~the ~~Phoenix,~~number ~~Arizona~~nor ~~85028, telephone~~the ~~(602)~~rights ~~953-7701.~~or ~~The~~privileges ~~Registrant~~attributable ~~continues~~ to ~~maintain an office, on an interim basis, at~~ the ~~office of Registrant~~corporation’s ~~Chairman~~outstanding ator ~~1801~~authorized ~~Broadway, Suite~~preferred ~~720, Denver, Colorado 80202~~stock.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed as a part of this report.

Exhibit 16 Letter on resignation of certifying accountant dated February 2, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FAN ENERGY INC.

Date ~~February~~December 524, 2001 By: /s/ Albert Golusin Albert Golusin , Secretary

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