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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 1, 2002
PALWEB CORPORATION
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(Exact name of registrant as specified in its charter)
OKLAHOMA 000-26331 75-1984048
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
1607 WEST COMMERCE STREET, DALLAS, TEXAS 75208
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 698-8330
Former name or former address, if changed since last report: NOT APPLICABLE
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective October 1, 2002, PalWeb Corporation (the "Company") employed
William W. Rahhal to serve as the Company's Chief Financial Officer. Mr. Rahhal
is President and a shareholder of Hulme Rahhal Henderson, Inc. ("HRH").
Effective October 1, 2002, HRH resigned from its engagement as the Company's
independent auditor. The employment of Mr. Rahhal as the Company's Chief
Financial Officer was approved by the Company's Board of Directors, and the
resignation of HRH was accepted by the Board.
HRH's reports on the Company's financial statements for the fiscal
years ended May 31, 2001, and May 31, 2002, contained going concern
qualifications. HRH prepared its reports assuming that the Company will continue
as a going concern. HRH qualified its reports by stating that the Company is in
the development stage and has suffered significant losses from operations, that
the Company will require substantial additional funding to implement its
business plan and attain profitable operations, and that the lack of funding to
maintain working capital and stockholders' deficits at May 31, 2001, and May 31,
2002, raises substantial doubt about the Company's ability to continue as a
going concern. HRH did not include in its report any adjustments that might
result from the outcome of such uncertainties.
HRH's reports on the Company's financial statements for the fiscal
years ended May 31, 2001, and May 31, 2002, contained no other adverse opinion
or disclaimer of opinion, nor were such reports otherwise qualified or modified
as to uncertainty, audit scope, or accounting principle.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the resignation of HRH, there were no disagreements
with HRH 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 HRH, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the resignation of HRH, there were no reportable events
as set forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
HRH has provided the Company with a letter which is filed as an exhibit
to this report by which HRH agrees with the foregoing statements.
On October 2, 2002, the Company engaged Murrell, Hall, McIntosh & Co.,
PLLP ("MHM"), to succeed HRH as the Company's independent auditor. During the
two most recent fiscal years and through October 2, 2002, the Company has not
consulted MHM regarding (i) the application of accounting principles to any
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company's financial statements, or (ii) any matter
that was the subject of a disagreement with the former auditor or a reportable
event.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
The following exhibits are filed as part of this report:
Exhibit No. Description
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16 Letter dated October 3, 2002, from Hulme
Rahhal Henderson, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PALWEB CORPORATION
By: /s/ Paul A. Kruger
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Date: October 4, 2002 Paul A. Kruger
Chairman of the Board and President
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