UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Commission File Number 0-27256
CEEE GROUP CORPORATION
(Name of small business issuer in its charter)
Colorado 13-3858917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Hudson Point Lane, Ossining, New York 10562
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (914) 941-2863
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
State the issuer's revenues for its most recent fiscal year.
$ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days. No firm market exists,
therefore, no value is computed.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of May 20, 1996
Common Stock, Par Value $.001 per share 1,500,033
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes No
<PAGE>
CEEE GROUP CORPORATION
TABLE OF CONTENTS
Page
PART I
Item 1 Description of Business . . . . . . . . . . . . . . . 1
Item 2 Description of Property . . . . . . . . . . . . . . . 4
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . 4
Item 4 Submission of Matter to a Vote of Security Holders. . 4
PART II
Item 5 Market for Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . 5
Item 6. . . . . . .Management's Discussion and Analysis or
Plan of Operation . . . . . . . . . . . . . . . . . . 6
Item 7 Financial Statements. . . . . . . . . . . . . . . . . 7
Item 8 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . 16
PART III
Item 9 Directors, Executive Officers, Promoters
and Control persons; Compliance with
Section 16(a) of the Exchange Act . . . . . . . . . . 16
Item 10 Executive Compensation . . . . . . . . . . . . . . . 17
Item 11 Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . . 18
Item 12 Certain Relationships and Related Transactions . . . 18
PART IV
Item 13 Exhibits and Reports on Form 8-K . . . . . . . . . . 19
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 20
-i-
<PAGE>
PART I
Item 1. Description of Business
Business Development
CEEE Group Corporation (the "Company") was organized on
October 27, 1939 under the laws of the State of Colorado as Pacific
Gold, Inc., with the stated purpose of exploring and developing
gold and silver ore prospects and operating mining and milling
facilities. The Company initially engaged in sporadic mining
operations and, from the time of its inception, the Company has
underwent several name changes and business changes.
In 1973, the Company changed its name to Cine-Chrome
Laboratories, Inc. and, until 1984, operated a film processing lab
in California providing services to the film and television
industry. The Company ultimately became inactive and in 1984, it
changed its name to Medco Health Care Services, Inc. in
anticipation of a merger and reorganization. However, the merger
was never finalized and in 1985, again in anticipation of a merger
and reorganization, the Company changed its name to Cine-Chrome
Video Corp. This transaction also failed to be consummated and in
1986 the Company changed its name to Network 4, Inc. in
anticipation of a merger with a New Jersey Company intending to
publish a magazine. After changing the corporate name to Network
4, Inc., the Company was unable to obtain financing and no business
was conducted under this name.
In 1987, the Company entered into a merger agreement with CEEE
Corporation, a Delaware corporation ("CEEE-Delaware"), and the
Company, being the surviving entity, changed its corporate name to
CEEE Group, Inc. CEEE-Delaware had developed and patented a new
form or explosive which it intended to market. However, the new
management, consisting of former CEEE-Delaware management, was
unable to complete its anticipated financing and failed to transfer
the assets of CEEE-Delaware to the Company.
In 1993, a shareholder initiated a lawsuit against the Company
and its directors in order to effect a rescission of the merger
agreement that took place in 1987 between the Company and CEEE-
Delaware. Following the merger in 1987, the Company conducted no
business operations and, as alleged in the lawsuit, certain terms
of the merger agreement were never satisfied. The lawsuit claimed
that CEEE-Delaware failed to transfer all of its assets to the
Company as agreed upon and therefore, breached the merger contract
and failed to give any consideration for the shares of the
Company's common stock issued to the CEEE-Delaware shareholders.
As a result of the lawsuit, various default judgments were entered
in 1995 ordering the nullification of the 1987 merger and the
return of all shares to the ownership position prior to the merger
agreement.
The Company has been inactive for the past several years until
October 1995, at which time a special meeting of shareholders was
held for the purpose of electing three new directors to assume
control of the Company. Following their election, the new
directors determined that the Company should become active in
seeking potential operating businesses and business opportunities
with the intent to acquire or merge with such businesses. The new
Board immediately began to consider and investigate potential
business opportunities. The Company is considered a development
stage company. Because of the Company's current status having no
assets and no recent operating history, in the event the Company
does successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.
In addition to electing new directors at the Company's meeting
of shareholders held on October 11, 1995, the shareholders approved
a proposal to effect a quasi-reorganization of the Company. As a
result of the quasi-reorganization, the Company's accumulated
deficit up to December 31, 1994 would be eliminated against paid-
in-capital of the Company.
The Company's principal executive offices are located at 51
Hudson Point Lane, Ossining New York, 10562, and its telephone
number is (914) 941-2863.
Business of Issuer
The Company has no recent operating history and no
representation is made, nor is any intended, that the Company will
be able to carry on future business activities successfully.
Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to
the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for
potential business opportunities including its officers and
directors, consultants, special advisors, securities broker-
dealers, venture capitalists, members of the financial community
and others who may present management with unsolicited proposals.
Because of the Company's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business
acquisitions and reorganizations. Rather, the Company will most
likely have to rely on outside sources, not otherwise associated
with the Company, that will accept their compensation only after
the Company has finalized a successful acquisition or merger.
The Company does not intend to restrict its search to any
specific kind of industry or business, rather it may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
due to the Company's lack of capital it may not have the necessary
funds for a complete and exhaustive investigation of any particular
opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the personal residence of its Secretary located in
Ossining, New York. Although the Company pays no rent for the use
of this facility, it is contemplated that at such future time as
the business warrants, the Company will secure commercial office
space from which it will conduct its business. The Company has no
current plans to secure such commercial office space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
operations contained in the Company's financial statements included
herewith for a report of the Company's operating history for the
past two fiscal years.
Item 2. Description of Property
The Company does not own or control any material property.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1995.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's shares of common stock are presently included on
the OTC Bulletin Board under the symbol "CEEE", although the
Company is not aware of any established trading market for its
shares nor is there a current quote. Inclusion on the OTC Bulletin
Board permits price quotations for the Company's shares to be
published by such service. The Company believes that its common
stock last traded in a public market in approximately 1987.
If and when the Company's common stock is traded in the over-
the-counter market, most likely the shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and
Rule 15g-9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The Nasdaq Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of May 20, 1996 there were 248 holders of record of the
Company's common stock. Currently, there are no reported bid or
asked prices for the Company's shares.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings to finance its operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in
this Form 10-KSB.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has recently issued
Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets," and SFAS No.
123, "Accounting for Stock Based Compensation." SFAS No. 121
requires that long-lived assets and certain identifiable
intangibles be reported at the lower of the carrying amount or
their estimated recoverable amount and the adoption of this
statement by the Company is not expected to have an impact on the
Company's financial statements. SFAS No. 123 encourages the
accounting for stock-based employee compensation programs to be
reported within the financial statements on a fair value based
method. If the fair value based method is not adopted, then the
statement requires pro-forma disclosure of net income and earnings
per share as if the fair value based method had been adopted. The
Company has not yet determined how SFAS No. 123 will be adopted nor
its impact on the Company's financial statements. Both statements
are effective for years beginning after December 15, 1995.
Due to the Company's status as a development stage company, it
presently has no assets or capital and has had no operations or
income since approximately 1987. It is anticipated that the
Company will require only nominal capital to maintain its corporate
and necessary funds will most likely be provided by the Company's
officers and directors in the immediate future. However, unless
the Company is able to facilitate an acquisition of or merger with
an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue
as a going concern.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Item 7. Financial Statements
The Company's financial statements as of and for the fiscal
years ended December 31, 1995 and 1994 have all been examined to
the extent indicated in their report by Jones, Jensen & Company,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission. The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
CEEE Group Corporation
(A Development Stage Company)
We have audited the accompanying balance sheets of the CEEE Group Corporation (a
development stage company) as of December 31, 1995 and 1994 and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1995, 1994 and 1993 and from inception on October 27, 1939
through December 31, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the CEEE Group Corporation
(a development stage company) as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years ended
December 31, 1995, 1994 and 1993 and from inception on October 27, 1939
through December 31, 1995, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and has
no operating capital that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Jones, Jensen & Company
February 24, 1996
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1995 1994
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
Stock authorized 10,000,000 shares
at $0.001 par value; 1,500,033
shares issued and outstanding 1,500 1,500
Additional paid-in capital 483,519 476,369
Deficit accumulated during the
development stage (485,019) (477,869)
Total Stockholders' Equity - -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Operations
From Inception
on October 27,
For the Years Ended 1939 Through
December 31, December 31,
1995 1994 1993 1995
REVENUES $ - $ - $ - $ -
EXPENSES 7,150 - - 7,150
LOSS FROM
DISCONTINUED
OPERATIONS - - - 477,869
NET (LOSS) $ (7,150) $ - $ - $ (485,019)
NET INCOME (LOSS)
PER SHARE $ (0.00) $(0.00) $(0.00)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Inception, October 27, 1939 - $ - $ - $ -
Common stock issued for
Gold Hill Mine lease at $0.55
per share (Note 3) 790,762 791 394,581 -
Common stock issued to
officers, directors and
others at $0.11 per share 709,271 709 78,788 -
Expenses paid on behalf of
the Company by an officer - - 3,000 -
Net loss from inception on
October 27, 1939 through
December 31, 1985 - - - (82,497)
Balance, December 31, 1985 1,500,033 1,500 476,369 (82,497)
Net loss for the year ended
December 31, 1986 - - - (395,372)
Balance, December 31, 1986 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1987 - - - -
Balance, December 31, 1987 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1988 - - - -
Balance, December 31, 1988 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1989 - - - -
Balance, December 31, 1989 1,500,033 $ 1,500 $ 476,369 $ (477,869)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1989 1,500,033 $ 1,500 $ 476,369 $ (477,869)
Net loss for the year ended
December 31, 1990 - - - -
Balance, December 31, 1990 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1991 - - - -
Balance, December 31, 1991 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1992 - - - -
Balance, December 31, 1992 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1993 - - - -
Balance, December 31, 1993 1,500,033 1,500 476,369 (477,869)
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994 1,500,033 1,500 476,369 (477,869)
Expenses paid on the Company's
behalf by a shareholder - - 7,150 -
Net loss for the year ended
December 31, 1995 - - - (7,150)
Balance, December 31, 1995 1,500,033 $ 1,500 $ 483,519 $ 485,019)
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From Inception
on October 27,
For the Years Ended 1939 Through
December 31, December 31,
1995 1994 1993 1995
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
operations $ (7,150) $ - $ - $ (485,019)
Adjustment to reconcile loss
to net cash used by operating
activities:
Expenses paid on the Company's
behalf by a shareholder 7,150 - - 7,150
Common stock issued for mining
claims and services - - - 477,869
Net Cash Used by
Operating Activities - - - -
CASH FLOWS FROM
INVESTING ACTIVITIES - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES - - - -
INCREASE IN CASH - - - -
CASH AT BEGINNING OF PERIOD - - - -
CASH AT END OF PERIOD $ - $ - $ - $ -
Supplemental Cash Flows
Information:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
Non Cash Transactions:
Common stock issued for
mining claims and services $ - $ - $ - $ 477,869
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of CEEE Group Corporation
(the Company). The Company was incorporated under the laws of the
State of Colorado on October 27, 1939 as Pacific Gold, Inc. The
Company was organized to explore, develop, mine and mill gold and
silver deposits of ore. The Company conducted limited mining activities
until its operations ceased. The Company has been seeking new business
opportunities believed to hold a potential for profit. The Company
is considered a development stage company as defined in SFAS No. 7.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
e. Provision for Taxes
At December 31, 1995, the Company has net operating loss carryforwards
totaling approximately $10,000 that may be offset against future taxable
income through the year 2010. No tax benefit has been reported in the
1995 financial statements, as the Company believes there is a 50% or
greater chance the carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a
valuation allowance of the same amount.
f. Additional Accounting Policies
Additional accounting policies will be adopted at such time as the
Company commences planned principal operations.
<PAGE>
CEEE GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994 (continued)
g. Reverse Stock Split
On June 6, 1986 the Company's common stock was reverse split on a one
share for five shares basis. The articles of incorporation were
amended to change the par value of the common stock from $0.01
to $0.001. The changes have been reflected in the financial statements
on a retroactive basis.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has little
cash and has experienced losses from inception. Without realization
of additional adequate financing, it would be unlikely for the Company
to pursue and realize its objectives. The Company intends to seek a
merger with an existing, operating company. In the interim,
shareholders of the Company have committed to meeting the Company's
operating expenses.
NOTE 3 - GOLD HILL MINE LEASE
On June 8, 1982, the Company leased 18 unpatented mining claims in the
Lemhi Mining District of Idaho. The lease was acquired for 395,372
shares of the Company's common stock. In December of 1986, the Company
determined the mining claims to have no value and they were written-off,
accordingly.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
This Item is not Applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act
The following table sets forth the names, ages, and offices
held with the Company by it's directors and executive officers:
Name Position Director Since Age
Edward F. Cowle President, C.E.O. October 1995 39
and Director
Robyn Mancini Secretary / Treasurer October 1995 45
and Director
Joseph Mancini Director October 1995 56
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are reimbursed for expenses incurred for attendance at
meetings of the Board of Directors and any committee of the Board
of Directors. Executive officers are appointed annually by the
Board of Directors and each executive officer serves at the
discretion of the Board of Directors. The Executive Committee of
the Board of Directors, to the extent permitted under Delaware law,
exercises all of the power and authority of the Board of Directors
in the management of the business and affairs of the Company
between meetings of the Board of Directors.
The business experience of each of the persons listed above
during the past five years is as follows:
Edward F. Cowle has been President and a director of the Company
since October 1995. From 1994 to the present, Mr. Cowle has been an
independent financial consultant to various private and public
companies. From 1992 to 1994, Mr. Cowle was a Senior Vice
President of Investments for Paine Webber, and from 1991 to 1992,
he worked as a stockbroker for Bear Stearns. Mr. Cowle served as
President of Spartan Funding Company, from 1989 to 1992. Spartan
Funding Company was a publicly held company engaged in the business
of supporting medical research. Prior to 1989, Mr. Cowle worked as
an independent financial consultant for several years. Mr. Cowle
holds a B.S. Degree in American Studies and English from Fairleigh
Dickinson University and also attended the Vermont Law School for
one year.
Robyn Mancini has been Secretary and a director of the Company
since October 1995. Since 1992, Ms. Mancini has been the President
of NutriTech, Inc., a privately held research and development
company involved in funding certain micronutrient cancer research.
From 1989 to 1992, Ms. Mancini was an arts reporter and anchor for
WPFW radio in Washington, D.C. For many years Ms. Mancini has been
a freelance journalist for various magazines and other publications
and has also been an independent writer/producer of films and
videos. Since 1993, Ms. Mancini has served as a director of the
Utah Film & Video Center, a private entity involved in fund raising
and programming, and since 1994, she has been a film critic for The
Event, a weekly publication in Utah. Ms. Mancini earned a B.S.
Degree in Philosophy from the University of Utah in 1975. Ms.
Mancini is the wife of Joseph Mancini, a director of the Company.
Joseph Mancini has been a director of the Company since
October 1995 and has been a New York newsman for more than 30 years
working as a reporter, freelance writer, editor and critic. He has
also worked for various newspapers, magazines and television
stations. From 1989 to the present, Mr. Mancini has been an in-
house consultant for Sheehan Communications, a full-service public
relations firm. He holds a B.A. Degree in Liberal Arts and
Communication Arts from Fordham University. Mr. Mancini is the
husband of the Company's Secretary, Robyn Mancini.
Each of the Company's directors is also a director of
Nutronics International, Inc., a public Delaware corporation. No
director, officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted
in or been the subject of any pending criminal proceedings, or is
any such person the subject or any order, judgment, or decree
involving the violation of any state or federal securities laws.
Item 10. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1995 and 1994. Further, the Company has not
entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. As of
the date hereof, no person has accrued any compensation.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best
knowledge of the Company as May 20, 1996, with respect to each
person known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock, each director and all directors
and officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Edward F. Cowle * 8,858 .6%
201 East 87th Street, Suite 6C
New York, NY 10128
Gold Hill Mines (2) 1,136,177 75.7%
56 West 400 South, Suite 220
Salt Lake City, Utah 84101
All directors and executive 1,145,035(3) 76.3%
officers as a group
(3 persons in group)
* Director and/or executive officer
(1) Based upon 1,500,033 shares of common stock outstanding
on May 20, 1996.
(2) Gold Hill Mines is a privately held Idaho corporation.
Edward F. Cowle, President of the Company, owns 55% of
Gold Hill Mines and has voting and investment control of
that entity.
(3) Includes 1,136,177 shares of the Company's common stock
held by Gold Hill Mines. Edward F. Cowle, President of
the Company, owns 55% of Gold Hill Mines and has voting
and investment control of that entity.
Note: Unless otherwise indicated in the footnotes below,
the Company has been advised that each person above
has sole voting power over the shares indicated
above.
Item 12. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family.
<PAGE>
PART V
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit Name
*2(i) Articles of Incorporation and all amendments pertaining
thereto
*2(ii) By-Laws
* Previously filed
(b) During the last quarter of the period covered by this
report, the Company did not file any report on Form 8-K.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CEEE GROUP CORPORATION
BY: /S/ Edward F. Cowle
(Signature)
Edward F. Cowle,
President and C.E.O.
Dated: June 10, 1996
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
President, C.E.O. and June 10, 1996
/S/ Edward F. Cowle Director
(Signature) (Chief Financial Officer)
Edward F. Cowle
Secretary / Treasurer and June 10, 1996
/S/ Robyn Mancini Director
(Signature) (Principal Accounting Officer)
Robyn Mancini
