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
July 13, 1998
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Date of Report (Date of earliest event reported)
CANMAX INC.
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Exact Name of Registrant as Specified in its Charter)
Wyoming 0-22636 75-2461665
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(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
150 West Carpenter Freeway,
Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
(972) 541-1600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) By letter dated July 13, 1998, Ernst & Young LLP
("E&Y") resigned as the independent accountants of Canmax Inc.
(the "Registrant").
E&Y's reports for either of the Registrant's fiscal years
ended October 31, 1997 and October 31, 1996 did not contain any
adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Registrant's two most recent fiscal years and the
subsequent interim periods preceding the resignation of E&Y,
there were no disagreements with E&Y 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 E&Y, would have caused E&Y to make
reference to the subject matter of the disagreement in connection
with its report.
During Registrant's two most recent fiscal years and the
subsequent interim periods preceding the resignation of E&Y, E&Y
did not advise the Registrant (i) that the internal controls
necessary for the Registrant to develop reliable financial
statements did not exist; (ii) that information had come to E&Y's
attention that led it to no longer be able to rely on
management's representations, or that made it unwilling to be
associated with the financial statements prepared by management;
(iii) of the need to expand significantly the scope of its audits
or that information had come to E&Y's attention that if further
investigated may have (A) materially impacted 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 such fiscal periods subsequent to
the date of the most recent financial statements covered by an
audit report (including information that may have prevented it
from rending an unqualified audit report on those financial
statements), or (B) caused 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 for any other
reason, E&Y did not so expand the scope of its audit or conduct
such further investigation; or (iv) that information had come to
E&Y's attention that it had concluded materially impacted the
fairness or reliability of either (A) previously issued audit
reports or the underlying financial statements, or (B) the
financial statements issued or to be issued covering the fiscal
periods 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, the issue was not
resolved to E&Y's satisfaction prior to its resignation.
The Registrant has provided E&Y with a copy of the
disclosure it is making in this Item 4. E&Y has furnished the
Registrant with a letter addressed to the Commission stating that
it agrees with the statements made by the Registrant in this Item
4. The Registrant has filed a copy of E&Y's letter as Exhibit
16.1 to this Report.
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(b) On July 15, 1998, the Registrant engaged King, Griffin
& Adamson P.C. ("KG&A") as its independent principal accountants
to audit its financial statements for the fiscal year ending
October 31, 1998. Neither the Registrant nor anyone on its
behalf has consulted KG&A prior to July 15, 1998 regarding either
(a) 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 Registrant's financial
statements, and no written report was provided to Registrant or
oral advice was provided that KG&A concluded was an important
factor considered by the Registrant in reaching a decision as to
the accounting, auditing or financial reporting issue, or (b) any
matter that was either the subject of a disagreement with E&Y or
any event that would otherwise be reportable arising from the
Registrant's prior relationship with E&Y.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Document Description
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16.1 Letter from Ernst & Young LLP*
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
CANMAX INC.
DATE: July 17, 1998 By: /s/ Roger D. Bryant
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Roger D. Bryant
President and Chief Executive
Officer
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INDEX TO EXHIBITS
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Exhibit No. Document Description
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16.1 Letter from Ernst & Young LLP*
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* Filed herewith
[LETTERHEAD OF ERNST & YOUNG LLP]
July 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 13, 1998, of Canmax
Inc. and are in agreement with the statements contained under
Item 4(a). We have no basis to agree or disagree with the
statements of the registrant contained in Item 4(b).
/s/ ERNST & YOUNG LLP
