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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 of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 1, 1998
TEXAS EQUIPMENT CORPORATION,
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Commission File Number:
000-21813
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)
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Item 4. Changes in Registrant's Certifying Accountant.
Effective September 1, 1998, Texas Equipment Corporation (the
"Company") appointed Ernst & Young LLP as its independent auditors for the
fiscal year ending December 31, 1998, to replace the firm of Mazars & Guerard,
LLP (formerly Mazars and Company of New York), who was dismissed as auditors of
the Company 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.
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.
(b) The decision to change accountants from Mazars & Guerard,
LLP (the "Accountant") to Ernst & Young, LLP has been approved by the
Company's Audit Committee.
(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.
(d) The Accountant expressed no disagreement or difference of
opinion regarding any "reportable" event as that term is defined in
Item 304(a)(1)(v) 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
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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(b).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16(a) Letter from Mazars & Company to the Securities & Exchange
Commission, dated September 1, 1998.
16(b) Letter from Mazars & Company to the Securities & Exchange
Commission, dated September 1, 1998.
TEXAS EQUIPMENT CORPORATION,
By: /s/ Paul Condit
-------------------------
Paul Condit
President
Date: September 1, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<S> <C>
16(a) Letter from Mazars & Company to the Securities & Exchange
Commission, dated September 1, 1998.
16(b) Letter from Mazars & Company to the Securities & Exchange
Commission, dated September 1, 1998.
</TABLE>
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EXHIBIT 16(a)
[MAZARS & GUERARD, LLP LETTERHEAD]
September 1, 1998
Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549
Attn: SECPS Letter File/Mail Stop 9-5
Re: Texas Equipment Corporation 000-21813
Gentlemen:
Please be informed that on September 1, 1998 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
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EXHIBIT 16(b)
[MAZARS & GUERARD, LLP LETTERHEAD]
September 1, 1998
Securities and Exchange Commission
Office of Chief Accountant
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Form 8-K dated September 1, 1998 of Texas
Equipment Corporation and agree with such statement.
Very truly yours,
/s/ Mazars & Guerard, LLP
Certified Public Accountants
