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
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Date of report (Date of earliest event reported)
September 24, 2004
VTEX Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-22661 76-0582614
(Commission File Number) (IRS Employer Identification No.)
8303 Southwest Freeway, Suite 950
Houston, Texas 77074
(Address of Principal Executive Offices and Zip code)
(713) 773-3284
(Registrant's Telephone Number, Including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Effective September 24, 2004, the Company's independent auditor was
dismissed. In connection therewith the Company states the following:
(i) Comiskey & Company, P.C. ("Comiskey") was dismissed as the Company's
independent auditor, effective September 24, 2004.
(ii) Comiskey's independent auditor's reports on the Company's financial
statements for the years ended April 30, 2004 and 2003 did not contain
an adverse opinion or disclaimer of opinion, nor were they modified as
to audit scope or accounting principles. Comiskey's independent
auditor's reports were modified as to an uncertainty about the
Company's ability to continue as a going concern.
(iii)The decision to dismiss Comiskey was approved by the board of
directors.
(iv) There were no disagreements with Comiskey for the years ended April
30, 2004 and 2003 or for the interim period through September 24,
2004, whether or not resolved, on any matter of accounting principles
or practices, financial statement disclosure, auditing scope or
procedure, which, if not resolved to the satisfaction of Comiskey,
would have caused it to make reference to the subject matter of the
disagreements in connection with its independent auditor's report.
(v) The Company provided Comiskey with a copy of the disclosures it is
making in this report in response to Item 304(a) of Regulation S-B,
and requested that Comiskey furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Company in response to Item
304(a) and, if not, stating the respects in which it does not agree. A
copy of Comiskey's letter is attached hereto as Exhibit 16.
(b) The board of directors selected Pannell Kerr Forster of Texas, P.C. ("PKF")
as the Company's successor independent auditor, effective September 24,
2004. Neither the Company, nor any other party on its behalf, consulted
with PKF on any matter of accounting principles or practices, financial
statement disclosure, auditing scope or procedure prior to its selection.
The Company did not, nor did anyone on its behalf, consult PKF during the
Registrant's two (2) most recent fiscal years and during the subsequent
interim period prior to the Company's engagement of PKF regarding the
application of accounting principles to a specified transaction (completed
or proposed) or the type of audit opinion that might be rendered on the
Company's financial statements. The Company's decision was based upon a
review of competitive bids submitted from various accounting firms per
requests made by the Company during September 2004.
Comiskey served as the Company's independent auditor since its inception in
May 1998. Under the rules of the Securities and Exchange Commission an
auditor is required to change audit partners on each account every five
years. Comiskey had no partner who could serve as a successor to the
partner who has been the audit partner for the last five years.
The Company filed its Quarterly report on Form 10-QSB on September 20,
2004. Because PFK was not selected as the Company's independent auditor
until September 24, 2004, this report was filed without review. PFK should
complete its review of that report on or before October 8, 2004 and an
amended report containing revisions, if any, will be filed at that time.
Until the revised Form 10-QSB is filed the Company's stock will trade under
the symbol VXENE.
Item 9.01 Financial Statements and Exhibits
Exhibit 16 - Letter from Comiskey & Co., P.C.
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SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VTEX Energy, Inc.
Date: September 30, 2004 By: /S/ Randal B. McDonald, Jr.
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Randal B. McDonald, Jr.
Chief Financial Officer
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