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
Date of Report (Date of earliest event reported) March 17, 1997
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Texas Equipment Corporation
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(Exact name of small business issuer as specified in its charter)
Nevada 33-47921-A 62-1459870 (Exact
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(State or other jurisdiction (Commission File I.R.S.Employer
of incorporation) Number) Identification No.
110 Greene Street, Suite 800, New York, New York 10012
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (212) 334-6700
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(Former name, former address and former
fiscal year, if changed since last report)
Item 5. Other Events
On March 17, 1997, the registrant was served with a complaint filed on March 8,
1997, by Jonathan Braun, Charles Platkin and Marinex Multimedia Corporation
("Marinex") in the Southern District Court of New York against the registrant,
Paul Condit, Paul Condit II, John Condit, Jeffrey Condit, Michael Killman and
Charles Barkley. Marinex is a wholly owned subsidiary of the registrant, and
Jonathan Braun is a director of the registrant as well as an officer and
director of Marinex. Charles Platkin is a former director of the registrant and
is a director and officer of Marinex. Michael Killman is a principal in the
accounting firm of Killman Murrell & Co., the registrant's independent auditor.
Charles Barkley was counsel to the registrant. The civil action relates to the
exchange of shares between the registrant and Texas Equipment Co., Inc. ("Texas
Equipment") whereby Texas Equipment became a wholly owned subsidiary of the
registrant. Paul Condit is the registrant's president, and Paul Condit II, John
Condit, and Jeffrey Condit were owners of all of the issued and outstanding
equity of Texas Equipment, each now owning approximately 22.7% of the
registrant's Common Stock. The action alleges that: (i) Texas Equipment, Paul
Condit, Paul Condit II, John Condit, Jeffrey Condit, Michael Killman, and
Charles Barkley committed fraud against Marinex; (ii) Texas Equipment, Paul
Condit, Paul Condit II, John Condit, Jeffrey Condit, and Michael Killman
negligently made false representations to Marinex; (iii) Paul Condit II, John
Condit and Jeffery Condit committed a breach of contract against the plaintiffs;
and (iv) Charles Barkley committed a breach of fiduciary duty, breach of duty of
loyalty, negligence and legal malpractice against the plaintiffs. The action
seeks unspecified damages not less than $930,000, including fees and expenses.
The registrant believes this action is without merit and intends to vigorously
defend against these claims. While the registrant believes these claims are
without merit and are, in addition, subject to numerous procedural defenses, the
final outcome of this action is unknown.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf, thereby
duly authorized.
Date: March 31, 1997 /s/ Paul Condit
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Paul Condit,President