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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
June 24, 1996
(Date of Earliest Event Reported)
EXCEL RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-26936-D 87-0460769
(State or other Jurisdiction) (Commission File No.) (IRS Employer I.D. No.)
1111 Bagby, Suite 2400
Houston, Texas 77002
(Principal Executive Office Address)
Registrant's Telephone Number, Including Area Code: (713)659-5556
_____________ _______________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
BDO Seidman, Certified Public Accountants, of Houston, Texas,
audited the financial statements of the Company for the years ended December
31, 1994 and 1993.
Jones, Jensen, Orton & Co., Certified Public Accountants, of Salt
Lake City, Utah, were engaged as the Company's accountant on June 24, 1996.
There were no disagreements between the Company and BDO Seidman,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved, would have caused them to make reference to the
subject matter of the disagreement in connection with their report.
The report of BDO Seidman for the past two fiscal years did not
contain any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The decision to change principal accountants was not submitted for
approval to the Board of Directors; the change was made by the Company's
Chairman to Jones, Jensen, Orton & Co. to reduce auditing expenses.
Also, during the Company's two most recent fiscal years, and since
then, BDO Seidman has not advised the Company that any of the following exist
or are applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or any underlying financial statements
for the foregoing reasons or any other reason.
Further, during the Company's two most recent fiscal years and
since then, the Company has not consulted BDO Seidman regarding the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements or any other financial presentation.
The Company has provided BDO Seidman with a copy of the disclosure
provided under this caption, and has advised them to provide the Company with
a letter addressed to the Securities and Exchange Commission as to whether
they agree or disagree with the disclosures made herein. A copy of their
response is attached hereto and incorporated herein by reference. See Item 7
below.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
Financial Statements. None; not applicable.
Exhibits.
Exhibit No. Description of Exhibit
___________ _______________________
16 Letter regarding change in certifying
accountant.
Item 8. Change in Fiscal Year.
None; not applicable.
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.
EXCEL RESOURCES, INC.
Date: June 27, 1996 By /s/
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Francis H. Brinkman
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BDO Seidman, LLP 1200 Smith Street, Suite 3060
Accountants and Consultants Houston, Texas 77002-4501
Telephone: (713) 659-6551
Fax: (713) 659-3238
June 25, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on June 24, 1996, to be filed by our former client,
Excel Resources, Inc. We agree with the statements made in response to that
Item insofar as they relate to our Firm, except as it relates to the
following:
I. The report of BDO Seidman, LLP for the year ended December 31, 1994
was modified to include the following explanatory paragraphs:
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has a working capital deficit
and a capital deficit that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
As discussed in Note 2, the Company changed its method of accounting
for income taxes in 1993.
II. During the Company's two most recent fiscal years, the Company and BDO
Seidman, LLP engaged in numerous routine discussions on accounting and
auditing matters as would be expected in a typical client-auditor
relationship. None of these discussions gave rise to disagreements.
Very truly yours,
BDO Seidman, LLP
