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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 13, 1999
ARXA International Energy, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
13-3784149 2-99565
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(State or other jurisdiction of IRS (Commission
Employer Identification No. incorporation) File Number)
2301 14th Street, Suite 404, Gulfport, MS 39501
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(Address of principal executive offices) (Zip Code)
(228) 864-6667
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(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in the Company's Certifying Accountants
(a) Previous Independent Accountants
(i) On November 23, 1999, ARXA International Energy Inc. (the
"Company") contacted representatives of Hein + Associates LLP to inform them
that their firm would no longer be engaged as the principal accountant to audit
the Company's financial statements for the fiscal year ending October 31, 1999
and terminated the relationship effective November 23, 1999.
(ii) Hein + Associates reports on the financial statements for the
past fiscal year did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The decision to change accountants was recommended by the
Company's management and approved by the Company's Audit Committee and the
Company's Board of Directors.
(iv) In connection with its audits for the most recent fiscal year
ended October 31, 1998 and during the subsequent interim periods, there have
been no disagreements with Hein + Associates LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
(v) During the Company's most recent fiscal year, no "reportable
events" (as described in Item 304(a)(1)(v) of Regulation S-K) have occurred.
(vi) The Company requested Hein + Associates LLP to furnish a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether or
not it agrees with the statements made by the Company in response to Item 304 of
Regulation S-K. Hein + Associates LLP's letter is included as an Exhibit to this
Form 8-K.
(b) New Independent Accountants
(i) The Company engaged Gibbons, Gibbons, & Buck, P.C., 4328 Boulevard
Park S., Mobile, AL 36609 as its new independent accountants effective November
23, 1999. During the most recent fiscal year and through October 31, 1999, the
Company has not consulted with Gibbons, Gibbons, & Buck concerning their
financial statements, including the following items: an audit of the Company's
financial statements as the principal accountant, an audit of a significant
subsidiary as an independent accountant, the application of accounting
principles to a specified transaction or the type of audit opinion that might by
rendered on the Company's financial statements or any matter which concerned a
disagreement or "reportable event" with the previous independent accountants.
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Item 5. Financial Statements and Exhibits
(c) Exhibits.
1 Letter dated November 23, 1999 from Hein + Associates LLP related to
the change in certifying accountants. (Exhibit "A" attached)
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 hereunto duly authorized.
ARXA International Energy, Inc.
(Registrant)
/s/ JACK R. DURLAND, JR.
Date: December 14, 1999 By: __________________________
JACK R. DURLAND, JR.
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Letter dated November 23, 1999 from Hein+Associates LLP related
to the change in certifying accountants. (Exhibit "A")
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[LETTERHEAD OF HEIN + ASSOCIATES LLP APPEARS HERE]
November 23, 1999
Mr. Jack R. Durland
ARXA International Energy, Inc.
2301 14th Street, Ste. 404
Gulfport, MS 39503
This is to confirm that the client-auditor relationship between ARXA
International Energy, Inc. (Commission File No. 2-99565) and Hein + Associates
LLP has ceased.
Respectfully,
/s/ Keith Turner
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Hein + Associates LLP
Certified Public Accountants
c: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
