<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):
SEPTEMBER 29, 2000
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)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
Effective September 29, 2000, Texas Equipment Corporation (the
"Company") appointed Hein & Associates LLP as its independent auditors for the
fiscal year ending December 31, 2000, to replace the firm of Ernst & Young LLP
("E & Y"), who was dismissed as auditors of the Company contemporaneously
herewith and E & Y 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) During the registrant's two most recent fiscal years and
any subsequent interim period, there have been no disputes between
management and E & Y and the reports of E & Y 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 E & Y to Hein &
Associates 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 E & Y
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. The registrant
has authorized E & Y to respond fully to the inquiries of the successor
accountant.
(d) During the registrant's two most recent fiscal years and
any subsequent interim period, E & Y 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) E & Y has not advised the registrant that the
internal controls necessary for the registrant to develop
reliable financial statements do not exist;
(ii) E & Y has not advised the registrant that
information has come to E & Y'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) E & Y 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 E & Y'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 E & Y's resignation (due to audit scope limitations or
otherwise) or dismissal, or for any other reason, E & Y did
not so expand the scope of its audit or conduct such further
investigation;
(iv) E & Y has not advised the registrant that
information has come to E & Y'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
<PAGE> 3
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 E & Y's satisfaction, would prevent
it from rendering an unqualified audit report on those
financial statements), and due to E & Y's resignation, or for
any other reason, the issue has not been resolved to E & Y's
satisfaction prior to its resignation.
(e) The registrant has provided E & Y with a copy of the
disclosures it is making in response to Item 304(a) of Regulation S-K.
The registrant has requested that E & Y 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.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16. Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated September 29, 2000.
TEXAS EQUIPMENT CORPORATION,
By: /s/ Paul Condit
-------------------
Paul Condit
President
Date: September 29, 2000
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated September 29, 2000.
</TABLE>