content: 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) September 27, 2000
                                                   ------------------
  
  
                               Power Exploration, Inc.
  -------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  
  Nevada                            000-09419               84-0811647
  -------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission File      (I.R.S.Employer
  of incorporation)                   Number)           Identification No.)
  
  5416 Birchman Ave, Fort Worth, Texas                         76107
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)
  
  
  
  (Registrant's telephone number, including area code: (817) 377-4464
  
  
  
  
  -------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since
  last report)
  
  
  
  
  <PAGE>
  
  
  Item 4. Changes in Registrant's Certifying Accountant.
  
            On September 27, 2000, the registrant engaged Killman, Murrell, &
  Company, P.C. as its independent auditors to replace Merdinger, Frutcher, Rosen,
  & Corso, P.C. (the "Accountant"). The Company has asked that the Accountant
  submit a letter to the Securities & Exchange Commission to the effect that it
  has no material disagreements with the statements made in this Item 4,
  confirming that the Accountant had no disagreements with management of the
  Company related to matters that are material to the Company's 1999 financial
  statements.
  
           Management represents as follows:
  
                    (a) There have been no disputes between management and the
  auditors and the auditors' reports contained no adverse opinion or disclaimer of
  opinion, and was not qualified or modified as to uncertainty, audit scope, or
  accounting principles other than the Account qualified its opinion for the
  fiscal year ended September 30, 1999, based on the assumption that the
  registrant would continue as a going concer.
  
                    (b) The Company's Board of Directors has approved the
  appointment of Killman, Murrell, & Company, P.C.
  
                    (c) During the registrant's two most recent fiscal years and
  any subsequent interim period there were no disagreements with the Accountant on
  any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure. The registrant has authorized the
  Accountant to respond fully to the inquiries of the successor accountant, which
  as of the date hereof has not been appointed.
  
                    (d) The Accountant expressed no disagreement or difference of
  opinion regarding any "reportable" event as that term is defined in Item
  304(a)(1)(iv) of Regulation S-K, including but not limited to:
  
                             (i) the Accountant has not advised the registrant
                    that the internal controls necessary for the registrant to
                    develop reliable financial statements do not exist;
  
                             (ii) the Accountant has not advised the registrant
                    that information has come to the Accountant'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) the Accountant 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 the
                    Accountant'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 the Accountant's resignation
                    (due to audit scope limitations or otherwise) or dismissal, or
                    for any other reason, the Accountant did not so expand the
                    scope of its audit or conduct such further investigation;
  
                             (iv) the Accountant has not advised the registrant
                    that information has come to the Accountant'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
                    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 the Accountant's satisfaction, would
                    prevent it from rendering an unqualified audit report on those
                    financial statements), and due to the Accountant's
                    resignation, or for any other reason, the issue has not been
                    resolved to the Accountant's satisfaction prior to its
                    resignation.
  
                    (e) The registrant has provided the Accountant with a copy of
  the disclosures it is making in response to Item 304(a) of Regulation S-K. The
  registrant has requested that the Accountant 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.
  <PAGE>
  
  Item 7. Financial Statements and Exhibits.
  
  Exhibit 16. Letter re change in certifying accountant.
  
  <PAGE>
  
  
  
  
                                     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, thereby
  duly authorized.
  
      Date: October 4, 2000
                                             Power Exploration, Inc.
  
  
                                             /s/ Joe Bennett
                                             Joe Bennett, Chief Executive Officer
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 7209}]
metadata_filer: {"company-data": {"conformed-name": "POWER EXPLORATION INC", "cik": "0000316621", "assigned-sic": "1311", "irs-number": "840811647", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09419", "film-number": "734473"}, "business-address": {"street1": "5416 BIURCHMAN AVENUE", "street2": "C/O MANY ANN WELCH", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "8173774464"}, "mail-address": {"street1": "5416 BIRCHMAN AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107"}, "former-company": [{"former-conformed-name": "TITAN ENERGY CORP INC", "date-changed": "19980727"}, {"former-conformed-name": "IMPERIAL ENERGY CORP", "date-changed": "19980727"}]}
text: 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) September 27, 2000
                                                   ------------------
  
                               Power Exploration, Inc.
  -------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  Nevada                            000-09419               84-0811647
  -------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission File      (I.R.S.Employer
  of incorporation)                   Number)           Identification No.)
  
  5416 Birchman Ave, Fort Worth, Texas                         76107
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)
  
  (Registrant's telephone number, including area code: (817) 377-4464
  
  -------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since
  last report)
  Item 4. Changes in Registrant's Certifying Accountant.
  
            On September 27, 2000, the registrant engaged Killman, Murrell, &
  Company, P.C. as its independent auditors to replace Merdinger, Frutcher, Rosen,
  & Corso, P.C. (the "Accountant"). The Company has asked that the Accountant
  submit a letter to the Securities & Exchange Commission to the effect that it
  has no material disagreements with the statements made in this Item 4,
  confirming that the Accountant had no disagreements with management of the
  Company related to matters that are material to the Company's 1999 financial
  statements.
  
           Management represents as follows:
  
                    (a) There have been no disputes between management and the
  auditors and the auditors' reports contained no adverse opinion or disclaimer of
  opinion, and was not qualified or modified as to uncertainty, audit scope, or
  accounting principles other than the Account qualified its opinion for the
  fiscal year ended September 30, 1999, based on the assumption that the
  registrant would continue as a going concer.
  
                    (b) The Company's Board of Directors has approved the
  appointment of Killman, Murrell, & Company, P.C.
  
                    (c) During the registrant's two most recent fiscal years and
  any subsequent interim period there were no disagreements with the Accountant on
  any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure. The registrant has authorized the
  Accountant to respond fully to the inquiries of the successor accountant, which
  as of the date hereof has not been appointed.
  
                    (d) The Accountant expressed no disagreement or difference of
  opinion regarding any "reportable" event as that term is defined in Item
  304(a)(1)(iv) of Regulation S-K, including but not limited to:
  
                             (i) the Accountant has not advised the registrant
                    that the internal controls necessary for the registrant to
                    develop reliable financial statements do not exist;
  
                             (ii) the Accountant has not advised the registrant
                    that information has come to the Accountant'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) the Accountant 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 the
                    Accountant'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 the Accountant's resignation
                    (due to audit scope limitations or otherwise) or dismissal, or
                    for any other reason, the Accountant did not so expand the
                    scope of its audit or conduct such further investigation;
  
                             (iv) the Accountant has not advised the registrant
                    that information has come to the Accountant'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
                    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 the Accountant's satisfaction, would
                    prevent it from rendering an unqualified audit report on those
                    financial statements), and due to the Accountant's
                    resignation, or for any other reason, the issue has not been
                    resolved to the Accountant's satisfaction prior to its
                    resignation.
  
                    (e) The registrant has provided the Accountant with a copy of
  the disclosures it is making in response to Item 304(a) of Regulation S-K. The
  registrant has requested that the Accountant 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.
  
  Exhibit 16. Letter re change in certifying accountant.
  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, thereby
  duly authorized.
  
      Date: October 4, 2000
                                             Power Exploration, Inc.
  
                                             /s/ Joe Bennett
                                             Joe Bennett, Chief Executive Officer