FIRST SEISMIC CORP
8-K, 2000-02-14
OIL & GAS FIELD EXPLORATION SERVICES
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                                  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


                   JANUARY 17, 2000                             0-18842
   ------------------------------------------------     ----------------------
   Date of Report (Date of earliest event reported)     Commission File Number



                            FIRST SEISMIC CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               DELAWARE                                        76-0062729
    -------------------------------                      ----------------------
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                       Identification Number)

      2470 GRAY FALLS, SUITE 190
             HOUSTON, TEXAS                                      77077-6513
- ----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip(Code)

                                 (281) 556-5656
                                 --------------

              (Registrant's telephone number, including area code)

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Item 4     Change in Registrant's Certifying Accountant.

         On January 17, 2000, First Seismic Corporation (the "Company")
dismissed Harper & Pearson Company, P.C. as its independent accountants. The
Company's Audit Committee participated in and approved the decision to change
independent accountants. The Company engaged Mann Frankfort Lipp and Stein, LLP
as its new independent accountants as of December 31, 1999.

         The reports of Harper & Pearson Company, P.C. on the financial
statements for the past two years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.

         In connection with its audits for the two most recent years and through
January 17, 2000, there have been no disagreements with Harper & Pearson
Company, P.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Harper & Pearson Company, P.C. would have caused
them to make reference thereto in their report on the financial statements for
such years.

         The Company has requested that Harper & Pearson Company, P.C. furnish
it with a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated February 14, 2000, is filed as
Exhibit 1 to this Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

99.1     Letter from Harper & Pearson Company, P.C. dated February 14, 2000.

                                    SIGNATURE

         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.


                                   First Seismic Corporation

Date: February 14, 2000            By: /s/ Rogers E. Beall
                                           Rogers E. Beall
                                           Chairman and Chief Executive Officer



<PAGE>

EXHIBIT 99.1

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

February 14, 2000

Ladies and Gentlemen:

We were previously principal accountants for First Seismic Corporation (the
"Company") and we reported on the consolidated financial statements of the
Company and its subsidiaries as of and for the years ended December 31, 1995,
1996, 1997 and 1998. We have read the statements made by the Company (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report filed February 14,
2000. We agree with the statements concerning our Firm in such Form 8-K.


Very truly yours,
/s/ Harper & Pearson Company, P.C.
Harper & Pearson Company, P.C.



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