SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JULY 16, 1996
CEEE Group Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-27256 13-3858917
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 995-2190
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) The Registrant hereby amends Item 7 of this Form 8-K by including
the required Financial Statements of Atlantic International Capital, Ltd., a
Delaware corporation ("Atlantic").
(b) The Registrant hereby amends Item 7 of this Form 8-K by including
the requisite pro forma financial information of the Atlantic acquisition.
(c) Exhibits:
2 Exchange of Stock Agreement and Plan of
Reorganization dated as of July 16, 1996 by and among
CEEE Group Corporation, Atlantic and each of the
stockholders of Atlantic listed on Schedule 1 thereof
(previously filed with this Report on Form 8-K).
99.1 Financial Statements of Atlantic International
Capital, Ltd.
99.2 Pro forma financial information.
-2-
<PAGE>
SIGNATURE
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.
CEEE GROUP CORPORATION
Dated: September 30, 1996 By: /s/ Richard Iamunno
----------------------
Name: Richard Iamunno
Title: President
-3-
INDEX TO FINANCIAL STATEMENTS
PAGE NO.
--------
Atlantic International Capital, Ltd.:
Independent Auditors' Report F-1
Balance Sheets as of December 31, 1995
(audited) and June 30, 1996 (unaudited) F-2
Statements of Income for the year ended
December 31, 1995 (audited) and the six
months ended June 30, 1995 and 1996 (unaudited) F-3
Statements of Changes in Stockholders' Equity
for the year ended December 31, 1995 (audited)
and the six months ended June 30, 1996 (unaudited) F-4
Statements of Cash Flows for the year ended
December 31, 1995 (audited) and the six months
ended June 30, 1995 and 1996 (unaudited) F-5
Notes to Financial Statements F-6
Pro Forma Financial Statements:
Unaudited Pro Forma Condensed Combined
Balance Sheet as of June 30, 1996 F-11
Unaudited Pro Forma Condensed Combined
Statement of Income for the year
ended December 31, 1995 and the six
months ended June 30, 1996 F-12
Notes to Unaudited Pro Forma Condensed
Combined Financial Statements F-13
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Atlantic International Capital, Ltd.
We have audited the accompanying balance sheet of Atlantic
International Capital, Ltd. as of December 31, 1995, and the related statements
of income, changes in stockholders' equity, and cash flows for the year then
ended. 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 audit.
We conducted our audit 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 audit provides 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 Atlantic
International Capital, Ltd. as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ KAUFMAN, ROSSIN & CO.
KAUFMAN, ROSSIN & CO.
May 13, 1996
Miami, Florida
F-1
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
----------- ----------
(UNAUDITED)
<S> <C> <C>
Assets
Current assets:
Cash $ 200,677 $ 210,189
Accounts receivable 13,250 48,500
Due from related parties - Note 5 11,096 42,096
Prepaid expenses and other receivables 25,092 13,998
--------- ---------
Total current assets 250,115 314,783
Property assets - at cost, less accumulated
depreciation and amortization of $285
and $5,079 - Notes 1 and 2 1,138 46,088
Other assets:
Investments - Note 3 10,625 1,621
Deferred license fee - Note 4 -- 10,000
Miscellaneous -- 1,000
--------- ---------
Total other assets 10,625 12,621
--------- ---------
Total assets $ 261,878 $ 373,492
========= =========
Current liabilities:
Accounts payable and accrued expenses $ 12,449 $ 18,049
Income taxes payable - Note 6 90,500 91,900
Loan payable - stockholders -- 38,303
--------- ---------
Total current liabilities 102,949 148,252
Commitments - Note 7 -- --
Stockholders' equity:
Common stock - par value $1
authorized - 100 shares; issued and
outstanding - 90 shares and 100 shares 90 100
Additional paid-in capital -- 27,491
Retained earnings 158,839 229,137
--------- ---------
158,929 256,728
Subscriptions receivable -- (31,488)
--------- ---------
Total stockholders' equity 158,929 225,240
--------- ---------
Total liabilities and stockholders' equity $ 261,878 $ 373,492
========= =========
</TABLE>
See notes to financial statements.
F-2
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Statements of Income
FOR THE
YEAR ENDED FOR THE SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
---------------------
1995 1995 1996
-------- -------- --------
(UNAUDITED)(UNAUDITED)
Consulting fee income $702,307 $177,356 $316,306
-------- -------- --------
Costs and expenses:
Consulting fees 103,884 20,500 10,236
Management fees - affiliate - Note 5 245,800 75,800 --
General and administrative 103,284 23,909 222,622
-------- -------- --------
Total operating expenses 452,968 120,209 232,858
-------- -------- --------
Operating income 249,339 57,147 83,448
Other income - gain on sale of
investment securities - Note 3 -- -- 10,250
-------- -------- --------
Income before provision for income taxes 249,339 57,147 93,698
Provision for income taxes - Note 6 90,500 11,438 23,400
-------- -------- --------
Net income $158,839 $ 45,709 $ 70,298
======== ======== ========
See notes to financial statements.
F-3
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK COST OF TREASURY SHARES
------------ ADDITIONAL -----------------------
NUMBER OF PAID-IN RETAINED NUMBER OF
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1995 -- $ -- $ -- $ -- $ -- $ --
Sale of common shares 90 90 -- -- -- --
Net income -- -- -- 158,839 -- --
-------- -------- -------- -------- -------- --------
Balances, December 31, 1995 90 90 -- 158,839 -- --
Purchase of treasury shares -- -- -- -- 3 8,250
Sale of common shares 10 10 27,491 -- (3) (8,250)
Net income -- -- -- 70,298 -- --
-------- -------- -------- -------- -------- --------
Balances, June 30, 1996 (Unaudited) 100 $ 100 $ 27,491 $229,137 $ -- $ --
======== ======== ======== ======== ======== ========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-4
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Statements of Cash Flows
<TABLE>
<CAPTION>
FOR THE FOR THE SIX MONTHS
YEAR ENDED ENDED JUNE 30,
DECEMBER 31, ----------------------
1995 1995 1996
--------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Operating activities:
Net income $ 158,839 $ 45,709 $ 70,298
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 285 143 4,794
Consulting fees received in the form
of investment securities (10,625) -- (1,246)
Gain on sale of investments -- -- (10,250)
Change in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (13,250) (10,000) (35,250)
Due from related parties (11,096) -- (31,000)
Prepaid expenses and other receivables (25,092) -- 11,094
Deferred license fee -- -- (10,000)
Miscellaneous -- -- (1,000)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 12,449 23 5,600
Income taxes payable 90,500 11,438 1,400
Loan payable - stockholder -- -- 38,303
--------- --------- ---------
Net cash provided by operating activities 202,010 47,313 42,743
--------- --------- ---------
Investing activities:
Proceeds from sale of investments -- -- 20,500
Additions to property assets (1,423) (1,423) (49,744)
--------- --------- ---------
Net cash used in investing activities (1,423) (1,423) (29,244)
--------- --------- ---------
Financing activities:
Proceeds from sale of common shares 90 90 4,263
Purchase of treasury shares -- -- (8,250)
--------- --------- ---------
Net cash provided by (used in)
financing activities 90 90 (3,987)
--------- --------- ---------
Net increase in cash 200,677 45,980 9,512
Cash, beginning of period -- -- 200,677
--------- --------- ---------
Cash, end of period $ 200,677 $ 45,980 $ 210,189
========= ========= =========
Supplemental cash flows information:
Cash paid for interest $ -- $ -- $ --
========= ========= =========
Cash paid for taxes $ -- $ -- $ 22,000
========= ========= =========
Noncash financing activity:
Subscriptions receivable to common stock $ 31,488
=========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-5
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Notes to Financial Statements
(Information relating to the financial statements as of
June 30, 1996 and for the six months ended
June 30, 1995 and 1996 is unaudited)
Note 1 - SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF OPERATIONS
Atlantic International Capital, Ltd. (the "Company") was
incorporated in July, 1994, under the laws of the State of Delaware, and
commenced operations in January, 1995. Its business activities have included
international investment banking and providing advisory services related to
corporate structure and fund raising.
PROPERTY ASSETS
Property assets are depreciated by the straight-line method at
rates calculated to amortize cost over the respective estimated useful lives
which range from 5 to 7 years for furniture, fixtures, and office equipment and
5 years for computer equipment and software. Improvements to leased premises are
amortized over the lesser of the term of the lease or the estimated useful life.
Expenditures which extend useful lives are capitalized while
the cost of incidental repairs and maintenance are charged to operations as
incurred.
CONCENTRATION OF CREDIT RISK
From time-to-time, the Company maintains cash deposits at
financial institution in excess of federally insured limits. The Company has not
experienced any losses on its account.
USE OF ESTIMATES
The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the balance sheet date
and the reported amounts of revenues and expenses for the periods presented.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, accounts receivable and payable,
accrued expenses, and other current assets and current liabilities approximates
fair value because of the short maturity of those instruments.
F-6
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Notes to Financial Statements (Continued)
(Information relating to the financial statements as of
June 30, 1996 and for the six months ended
June 30, 1995 and 1996 is unaudited)
Note 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements
include all adjustments (consisting only of those of a normal recurring nature)
necessary for a fair statement of the results for the interim periods. The
results of operations and cash flows for the six month period ended June 30,
1996 are not necessarily indicative of the results of operations or cash flows
to be reported for the full year ending December 31, 1996.
MAJOR CUSTOMERS
Consulting fees derived from major customers are tabulated as
follows:
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
---------------------
1995 1995 1996
----------- -------- ------
(UNAUDITED) (UNAUDITED)
Customer A 30% 12% -
Customer B 29% 70% -
Customer C 25% - 25%
Customer D - - 15%
Customer E - - 13%
Note 2 - PROPERTY ASSETS
Property assets are summarized as follows:
DECEMBER 31, JUNE 30,
1995 1996
----------- ----------
(UNAUDITED)
Furniture, fixtures and
office equipment $ 1,423 $ 3,746
Computer equipment and software - 38,467
Leasehold improvements - 8,954
------- -------
1,423 51,167
Accumulated depreciation
and amortization 285 5,079
------- -------
$ 1,138 $46,088
======= =======
F-7
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Notes to Financial Statements (Continued)
(Information relating to the financial statements as of
June 30, 1996 and for the six months ended
June 30, 1995 and 1996 is unaudited)
Note 3 - INVESTMENTS
Investments consist of securities received as payment for
consulting services rendered by the Company. Included herein at December 31,
1995 are 212,500 shares received from a major customer (Note 1), which have been
valued at an aggregate $10,625, representing their fair value at the time such
services were rendered, as determined by the Company's Board of Directors. These
securities are not considered marketable because they are subject to certain
restrictions on sale or transfer through September 15, 1997. During the six
months ended June 30, 1996, the Company sold 205,000 such shares in
nonrestricted transactions, reducing its holdings at June 30, 1996 to 7,500
shares with an aggregate value of $375, and realized gains amounting to $10,250.
Note 4 - DEFERRED LICENSE FEE
On May 30, 1996, the Company executed a letter of intent to
enter into a license agreement and related sublease with a gaming casino located
in Aruba. The license agreement will permit the Company to operate and perform
keno, bingo, and sports book wagering through the internet. The license fee
amounts to $430,000, of which the Company has paid $10,000 as a nonrefundable
deposit. The balance of the fee is subject to the casino obtaining approval for
the gaming from the government of Aruba.
The Company will also sublease a gaming area from the casino
for a period of five years, with a five year renewal option. Monthly rentals
will be equal to the greater of 4% of defined "net winnings" or $7,500. The
casino has agreed to waive monthly rental payments for a period of thirty-six
months or until the Company achieves net winnings of $10 million, whichever
occurs first.
Note 5 - RELATED PARTY TRANSACTIONS
In January, 1995, the Company entered into a one-year
management agreement with a company which is deemed to be an affiliate because
of identical stockholder interests. Under the agreement, the Company paid
monthly management fees aggregating $245,800 for the year ended December 31,
1995, representing operating expenses including rent, salaries, and other
general and administrative costs. The agreement expired on December 31, 1995, at
which date $10,000 was due from the affiliate.
F-8
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Notes to Financial Statements (Continued)
(Information relating to the financial statements as of
June 30, 1996 and for the six months ended
June 30, 1995 and 1996 is unaudited)
Note 5 - RELATED PARTY TRANSACTIONS (Continued)
Additionally, the Company advanced $31,000 to the affiliated
company during the six months ended June 30, 1996, increasing the balance
receivable to $41,000 at such date. The advances are noninterest bearing, and
due on demand.
See Note 7 for information as to a sublease rental agreement
with the affiliated company.
Note 6 - INCOME TAXES
The Company is a member of a controlled group as defined by
Section 1562 A(2) of the Internal Revenue Code. The full benefit of graduated
corporate income tax rates has been allocated to the Company by the affiliated
company. The provision for income taxes is summarized as follows:
Year Ended Six Months Ended
December 31, JUNE 30,
---------------------
1995 1995 1996
------- ------- -------
(Unaudited) (Unaudited)
Currently payable:
Federal $76,800 $ 8,570 $18,500
State 13,700 2,868 4,900
------- ------- -------
$90,500 $11,438 $23,400
======= ======= =======
Note 7 - COMMITMENTS
The Company subleases its general offices from an affiliated company
on a month-to-month basis at a minimum rental of $3,776 per month. The
underlying lease expires in October, 1997. In addition, the Company has entered
into a lease for contiguous office space at a monthly rental of $698 for the
period from August, 1996 through April, 1997.
Rent expense for the six months ended June 30, 1996, all of which
was paid to the affiliated company, amounted to $32,263.
F-9
<PAGE>
ATLANTIC INTERNATIONAL CAPITAL, LTD.
Notes to Financial Statements (Continued)
(Information relating to the financial statements as of
June 30, 1996 and for the six months ended
June 30, 1995 and 1996 is unaudited)
Note 8 - SUBSEQUENT EVENT
On July 16, 1996, the Company entered into an Exchange of
Stock and Plan of Reorganization with CEEE Group Corporation, a publicly-held
company whose shares are traded in the over-the-counter market. CEEE had no
assets and only nominal current liabilities as of June 30, 1996. It conducted
only limited operations prior to 1984, and has been substantially inactive since
that time. CEEE considers itself to be a development stage company as defined in
SFAS No. 7.
Under the exchange agreement, the Company's stockholders will
exchange all outstanding common shares for an aggregate 25,183,759 CEEE common
shares, par value $.001, of which 7,000,000 shares are immediately issuable and
the balance of 18,183,759 shares are to be issued upon completion of a
recapitalization increasing CEEE's authorized capital to 110 million shares, of
which an aggregate 26,683,792 shares will be outstanding.
Thereafter, CEEE will effect a reverse stock split whereby one new share will be
issued for each 3 shares previously outstanding.
The combination will be accounted for as a reverse
acquisition, and the combined entity will operate under the name Atlantic
International Entertainment, Ltd. After giving effect to the exchange of common
shares, the 1 for 3 reverse stock split, and the tax savings which would have
resulted from the utilization of its net operating loss carryforward by CEEE if
the combination had been continuously effective from January 1, 1995, unaudited
pro forma combined results of operations are summarized as follows:
Six Months Ended
Year Ended JUNE 30,
December 31, -------------------------
1995 1995 1996
---------- ---------- ----------
Consulting revenues $ 702,307 $ 177,356 $ 316,306
========== ========== ==========
Net income $ 154,489 $ 41,359 $ 66,531
========== ========== ==========
Net income per common share $ .02 $ .01 $ .01
========== ========== ==========
Weighted average number of
common shares outstanding 8,055,139 8,055,139 8,306,976
========== ========== ==========
F-10
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 1996
The following unaudited pro forma condensed combined
financial statements combine the historical assets, liabilities, equity
accounts, and operating results of CEEE Group Corporation and Atlantic
International Capital, Ltd. pursuant to the terms of an Exchange of Stock
Agreement and Plan of Reorganization dated July 16, 1996 (Note A). The
combination has been accounted for as a reverse acquisition. The pro forma
financial statements assume that the resultant combination has been continuously
effective from January 1,1995. They should be read in conjunction with the
related Notes to Unaudited Pro Forma Financial Statements included herein.
<TABLE>
<CAPTION>
Historical
Historical Atlantic
CEEE Group International Pro Forma Pro Forma
CORPORATION CAPITAL, LTD. ADJUSTMENTS COMBINED
-------- --------- --------- ---------
(Note B)
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash $ - $ 210,189 $ $ 210,189
Accounts receivable - 48,500 48,500
Due from affiliated company - 42,096 42,096
Other - 13,998 13,998
-------- --------- ---------
Total current assets - 314,783 314,783
Property assets, at cost, less accumulated
depreciation and amortization - 46,088 46,088
Other assets - 12,621 12,621
-------- --------- ---------
Total assets $ - $ 373,492 $ 373,492
======== ========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 5,294 $ 18,049 $ 23,343
Income taxes payable - 91,900 (2) (5,200) 86,700
Loan payable - stockholders - 38,303 38,303
-------- --------- ---------
Total current liabilities 5,294 148,252 148,346
Stockholders' equity:
Common stock, par value $.001; authorized -
10,000,000 shares (historical)
and 110,000,000 (pro forma);
issued and outstanding - 1,500,033 shares
(historical) and
26,683,792 shares (pro forma) 1,500 - (1) 25,184 26,684
Common stock, par value $1; authorized, issued and
outstanding - 100 shares - 100 (1) (100) -
Additional paid-in capital 484,392 27,491 (1) (25,084) 486,799
Retained earnings - 229,137 (2) 5,200 234,337
Deficit accumulated during the development stage (491,186) - (491,186)
--------- --------- ---------
(5,294) 256,728 - 256,634
Subscriptions receivable - (31,488) - (31,488)
--------- --------- ---------
Total stockholders' equity (5,294) 225,240 225,146
--------- --------- ---------
Total liabilities and stockholders' equity $ - $ 373,492 - $ 373,492
========= ========= =========
</TABLE>
F-11
<PAGE>
Unaudited Pro Forma Condensed Combined
Statement Of Income
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
Historical
Historical Atlantic
CEEE Group International Pro Forma Pro Forma
Corporation Capital, Ltd. Adjustments Combined
-------- -------- --------- ---------
(Note B)
<S> <C> <C> <C> <C>
Consulting fee income $ - $702,307 $ 702,307
Costs and expenses 7,150 452,968 460,118
-------- -------- ---------
Income (loss) before provision
for income taxes (7,150) 249,339 242,189
Provision for income taxes - 90,500 (2)$ (2,800) 87,700
-------- -------- ---------
Net income (loss) $ (7,150) $158,839 $ 154,489
======== ======== ==========
Net income (loss) per
common share - Note C $ (.01) $ .02
========= =========
Weighted average number
of common shares
outstanding - Note C 500,011 8,055,139
======== =========
FOR THE SIX MONTHS ENDED JUNE 30, 1996
Consulting fee income $ - $316,306 $ 316,306
Costs and expenses 6,167 232,858 239,025
-------- -------- ----------
Operating income (loss) (6,167) 83,448 77,281
Other income - gain on sale
of investment securities - 10,250 10,250
-------- -------- ----------
Income (loss) before provision
for income taxes (6,167) 93,698 87,531
Provision for income taxes - 23,400 (2)$ (2,400) 21,000
-------- -------- ----------
Net income (loss) $ (6,167) $ 70,298 $ 66,531
======== ======== ==========
Net income (loss) per
common share - Note C $ (.01) $ .01
========= ==========
Weighted average number
of common shares
outstanding - Note C 500,011 8,306,976
======== ==========
</TABLE>
F-12
<PAGE>
Notes To Unaudited Pro Forma
Condensed Combined Financial Statements
Note A - THE TRANSACTION
On July 16, 1996, CEEE Group Corporation and Atlantic
International Capital, Ltd. entered into an Exchange of Stock and Plan of
Reorganization whereby Atlantic's stockholders exchanged all of its outstanding
common shares for an aggregate 25,183,759 CEEE common shares, par value $.001,
of which 7,000,000 shares were immediately issuable and the balance of
18,183,759 shares are to be issued upon completion of a recapitalization
increasing CEEE's authorized capital to 110 million shares. Thereafter, CEEE
will effect a reverse stock split whereby one new share will be issued for each
3 shares previously outstanding. The combination will be accounted for as a
reverse acquisition, and the combined entity will operate under the name
Atlantic International Entertainment, Ltd.
CEEE has conducted only limited operations prior to 1984, and
has been substantially inactive since that time. It considers itself to be a
development stage company as defined in Statement of Financial Accounting
Standards No. 7.
Note B - PRO FORMA ADJUSTMENTS
The pro forma adjustments are summarized as follows:
(1) To record the issuance of an aggregate 25,183,759 common
shares, par value $.001, by CEEE Group Corporation in exchange for 100 issued
and outstanding common shares, par value $1, of Atlantic International Capital,
Ltd.
(2) To reflect the tax savings attributable to the full
utilization of a net operating loss carryforward of approximately $10,000
available to CEEE Group Corporation as of December 31, 1995, and the tax savings
which would have accrued to the combined companies for the six months ended June
30, 1996.
Note C - PER SHARE DATA
Historical per share data for CEEE Group Corporation are based
on the weighted average number of common shares outstanding during the
respective periods, retroactively adjusted to reflect a reverse 1-for-3 stock
split. Pro forma per share data are based on the historical weighted average
number of CEEE common shares outstanding, retroactively adjusted to reflect (i)
the issuance of an aggregate 25,183,759 CEEE common shares in exchange for all
outstanding common shares of Atlantic International Capital, Ltd. in a
combination accounted for as a reverse acquisition, and (ii) a reverse 1-for-3
stock split.
F-13
