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 reported) September 27, 2000
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Power Exploration, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 000-09419 84-0811647
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(State or other jurisdiction (Commission File (I.R.S.Employer
of incorporation) Number) Identification No.)
5416 Birchman Ave, Fort Worth, Texas 76107
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (817) 377-4464
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(Former name, former address and former fiscal year, if changed since
last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On September 27, 2000, the registrant engaged Killman, Murrell, &
Company, P.C. as its independent auditors to replace Merdinger, Frutcher, Rosen,
& Corso, P.C. (the "Accountant"). The Company has asked that the Accountant
submit a letter to the Securities & Exchange Commission to the effect that it
has no material disagreements with the statements made in this Item 4,
confirming that the Accountant had no disagreements with management of the
Company related to matters that are material to the Company's 1999 financial
statements.
Management represents as follows:
(a) There have been no disputes between management and the
auditors and the auditors' reports contained no adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles other than the Account qualified its opinion for the
fiscal year ended September 30, 1999, based on the assumption that the
registrant would continue as a going concer.
(b) The Company's Board of Directors has approved the
appointment of Killman, Murrell, & Company, P.C.
(c) During the registrant's two most recent fiscal years and
any subsequent interim period there were no disagreements with the Accountant on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The registrant has authorized the
Accountant to respond fully to the inquiries of the successor accountant, which
as of the date hereof has not been appointed.
(d) The Accountant expressed no disagreement or difference of
opinion regarding any "reportable" event as that term is defined in Item
304(a)(1)(iv) of Regulation S-K, including but not limited to:
(i) the Accountant has not advised the registrant
that the internal controls necessary for the registrant to
develop reliable financial statements do not exist;
(ii) the Accountant has not advised the registrant
that information has come to the Accountant's attention that
has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be
associated with the financial statements prepared by
management;
(iii) the Accountant has not advised the registrant
of the need to expand significantly the scope of its audit, or
notified the registrant that information has come to the
Accountant's attention that if further investigated may (A)
materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report
(including information that may prevent it from rendering an
unqualified audit report on those financial statements), or
(B) cause it to be unwilling to rely on management's
representations or be associated with the registrant's
financial statements, and due to the Accountant's resignation
(due to audit scope limitations or otherwise) or dismissal, or
for any other reason, the Accountant did not so expand the
scope of its audit or conduct such further investigation;
(iv) the Accountant has not advised the registrant
that information has come to the Accountant's attention that
it has concluded materially impacts the fairness or
reliability of either (A) a previously issued audit report or
the underlying financial statements, or (B) the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information
that, unless resolved to the Accountant's satisfaction, would
prevent it from rendering an unqualified audit report on those
financial statements), and due to the Accountant's
resignation, or for any other reason, the issue has not been
resolved to the Accountant's satisfaction prior to its
resignation.
(e) The registrant has provided the Accountant with a copy of
the disclosures it is making in response to Item 304(a) of Regulation S-K. The
registrant has requested that the Accountant furnish the registrant with a
letter addressed to the Commission stating whether it agrees with the statements
made by the registrant. The Company has appended such letter hereto as Exhibit
16.
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Item 7. Financial Statements and Exhibits.
Exhibit 16. Letter re change in certifying accountant.
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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, thereby
duly authorized.
Date: October 4, 2000
Power Exploration, Inc.
/s/ Joe Bennett
Joe Bennett, Chief Executive Officer
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