TEXAS EQUIPMENT CORP
8-K, 1997-02-24
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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<PAGE>   1


                       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):
                                FEBRUARY 12, 1997
                                -----------------


                          TEXAS EQUIPMENT CORPORATION,
                          ----------------------------
      formerly, MARINEX MULTIMEDIA CORPORATION, formerly HARD FUNDING, INC.
      ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
                                     ------
         (State or other jurisdiction of incorporation or organization)


                             Commission File Number:
                                   33-47921-A
                                   ----------


                                   62-1459870
                                   ----------
                      (IRS Employer Identification Number)



                                 C/O PAUL CONDIT
                                 ---------------
                           TEXAS EQUIPMENT CORPORATION
                           ---------------------------
                               1305 HOBBS HIGHWAY
                               ------------------
                               SEMINOLE, TX 79360
                               ------------------
                    (Address of principal executive offices)


                                  915-758-3643
                                  ------------
              (Registrant's telephone number, including area code)




<PAGE>   2

Item 1. Changes in Control of Registrant.

         Not applicable.

Item 2. Acquisition or Disposition of Assets.

         A. Not applicable.

Item 3. Bankruptcy or Receivership.

         Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

         The parent Company's present auditor, Mazars & Guerard, formerly Mazars
and Company, New York, New York, has resigned contemporaneously herewith and has
been asked to furnish a letter to the Securities & Exchange Commission to the
effect that it has no material disagreements with the statements made in this
Item 4. The subsidiary, Texas Equipment Co., Inc., a Texas corporation, has been
audited by Killman, Murrell & Co, of Odessa, Texas.

         Management represents as follows:

                  (a) There have been no disputes between management and the
         auditors and the auditors' reports contained no adverse opinion,
         disclaimer of opinion, or was qualified or modified as to uncertainty,
         audit scope, or accounting principles.

                  (b) The decision to change accountants was recommended and
         approved by the board of directors.

                  (c) During the registrant's two most recent fiscal years and
         any subsequent interim period there were no disagreements with the
         former accountant on any matter of accounting principles or practices,
         financial statement disclosure, or auditing scope or procedure. The
         registrant has authorized the former accountants to respond fully to
         the inquiries of the successor accountants.

                  (d) None of the accountants expressed a disagreement or
         difference of opinion regarding any "reportable" event as that term is
         defined in Item 304 of Regulation S-K, including but not limited to:

                           (i) None of the accountants have advised the
                  registrant that the internal controls necessary for the
                  registrant to develop reliable financial statements do not
                  exist;

                           (ii) None of the accountants have 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;

<PAGE>   3

                           (iii) None of the accountants have 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 (i) 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 (ii) 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) None of the accountants have advised the
                  registrant that information has come to the accountant's
                  attention that it has concluded materially impacts the
                  fairness or reliability of either (i) a previously issued
                  audit report or the underlying financial statements, or (ii)
                  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, dismissal or declination to
                  stand for re-election, or for any other reason, the issue has
                  not been resolved to the accountant's satisfaction prior to
                  its resignation, dismissal or declination to stand for
                  re-election.

                  (e) Management has requested the newly engaged accountant to
         review the required disclosure before it is filed with the Commission
         and provide the new accountant the opportunity to furnish the
         registrant with a letter addressed to the Commission containing any new
         information, clarification of the registrant's expression of its views,
         or the respects in which it does not agree with the statements made by
         the registrant in response to Item 304(a). The registrant has appended
         that letter hereto as an exhibit.

                  (f) The registrant has provided all of its present and former
         accountants with a copy of the disclosures it is making. The registrant
         has requested the former accountant to 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 that letter
         hereto as an exhibit.

Item 5. Other Events.

         Not Applicable.

<PAGE>   4

Item 6. Resignations of Registrant's Directors.

         Not applicable.

Item 7. Financial Statements and Exhibits.

         (a) Financial Statements of Business Acquired.

             Not applicable.

         (b) Exhibits.

             16(a)  Letter from Mazars & Company to the Securities & 
                    Exchange Commission.

             16(b)  Letter from Mazars & Company to the Securities &
                    Exchange Commission.

             16(c)  Letter from Killman, Murrell to the Securities &
                    Exchange Commission.




                                            TEXAS EQUIPMENT CORPORATION,
                                            Formerly, MARINEX MULTIMEDIA
                                            CORPORATION


                                            By: /s/ Paul Condit
                                                ----------------------------
                                                    Paul Condit
                                                    President

Date: February 12, 1997




<PAGE>   1


                                                               EXHIBIT 16(a)



                      [MAZARS & GUERARD, LLP LETTERHEAD]



February 12, 1997


Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549
Attn: SECPS Letter File/Mail Stop 9-5

     Re:  Texas Equipment Corporation
          formerly Marinex Multimedia Corporation,
          formerly Hard Funding, Inc. 33-47921-A

Gentlemen:

         Please be informed that on February 12, 1997 the client-auditor
relationship between our firm and Texas Equipment Corporation has ended.


Very truly yours,

/s/ Mazars & Guerard, LLP
Certified Public Accountants




via fax
cc: Texas Equipment Corporation


<PAGE>   1

                                                               EXHIBIT 16(b)




                       [MAZARS & GUERARD, LLP LETTERHEAD]



February 14, 1997


Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549

Gentlemen:

         We have read Item 4 of the Form 8-K dated February 12, 1997 of Texas
Equipment Corporation and agree with such statement.

Very truly yours,

/s/ Mazars & Guerard, LLP
Certified Public Accountants





<PAGE>   1


                                                               EXHIBIT 16(c)




                 [KILLMAN, MURRELL & COMPANY, P.C. LETTERHEAD]





February 18, 1997


Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549

Gentlemen:

         Please be informed that Texas Equipment Corporation has engaged our
firm as auditor on February 12, 1997

         We have read Item 4 of the Form 8-K dated February 12, 1997, of Texas
Equipment Corporation and agree with such statement.


Very truly yours,

/s/ Killman, Murrell & Company, P.C.
Killman, Murrell & Company, P.C.
Certified Public Accountants



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