SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K-A-1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15, 1999
CONTEX ENTERPRISE GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-25319 - CIK: 0001055313 84-1191355
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(State or other (Commission (IRS Employer
juridiction File Number) Identification No.)
Of incorporation)
1629 York Street, Denver, Colorado 80206
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (303) 691-6163
MESA COUNTY BREWING CO.
4155 E. Jewell Avenue, Suite 909, Denver, Colorado 80222
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(Former name and address of registrant - changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(In response to Item 304 of Regulation SB under the Securities Act of 1933 and
Securities Exchange Act of 1934, as amended)
The former principal accountant for the Company, Kish, Leake & Associates, CPA
has resigned as auditor for the Company effective December 1, 1999
(i) At the principal accountant's resignation, Kish, Leake &
Associates, CPA, advised the Company that it no longer intends to audit
companies with respect to securities and companies issuing securities under the
provisions of the Securities Act of 1933, as amended, and reporting under the
Securities Exchange Act of 1934.
(ii) The accountant's report on the financial statements for either of
the past two fiscal years ended February 28, 1998 and February 28, 1998
respectively, contained no adverse opinion and no disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) During the registrant's two most recent fiscal years and
subsequent interim periods preceding the resignation of the principal accountant
for the Company, there were no disagreements with the former principal
accountant on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedure.
(iv) The former principal accountant did not advise the Company that
(a) internal controls necessary to develop reliable financial statements
existed; (b) any information had come to the attention of the accountant which
made the accountant unwilling to rely on management's representations or be
unwilling to be associated with the financial statements prepared by management;
(c) the scope of the audit should be expanded significantly, or information had
come to the accountant's attention that the accountant concluded would, or if
further investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or
secondly materially impact the financial statements issued, or to be issued
covering the current fiscal year ending February 29, 2000 (including information
that might preclude the issuance of an unqualified audit report by any
subsequent accountant or auditor).
The Company has appointed Cordovano & Harvey, P.C., 201 Steele Street, Denver,
Colorado 80206 as its auditor for the year ended February 29, 2000.
Item 5. Other events
The Company held its annual meeting of shareholders on December 15, 1999. The
following resolutions were adopted unanimously by the shareholders:
RESOLVED, that the Corporation cease its business purpose of
publication of information pertaining to brew pubs and microbreweries and seek
to acquire or merge with another corporation which would provide an on-going
enterprise.
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RESOLVED, that the name of the Corporation be changed to Contex
Enterprise Group, Inc., to better reflect any future activity.
RESOLVED, that the Corporation accept the return and repurchase of
40,000 shares of preferred stock from the preferred shareholder at a price of
$4,000 and sell and issue 50,000 shares of preferred stock at $1.00 per share
with the following preferences:
The holders of the preferred stock share be entitled, as preferences,
to a mandatory annual dividend of 15% of the purchase price of the
Preferred Stock accruing from the date of purchase, payable on or
before March 31 of each year following issuance, such dividend to be
cumulative, plus the right upon change in control of more that 50% of
the Corporation's issued and outstanding Common Stock in any 90 day
period to receive, upon tender of the preferred Stock certificate(s),
an amount equal to twice the sum paid therefore at the time of issuance
plus accrued dividend through the date of tender.
RESOLVED, that the registered and principal offices of the Corporation
be changed to 1629 York Street, Denver, Colorado 80206, and that Gerald H.
Trumbule be appointed as Agent for the Corporation at that address.
RESOLVED, that the officers of this Corporation take the necessary
steps to effect the actions taken at this meeting including filing of all
necessary documents with the proper governmental authorities.
RESOLVED, that the officers of the Corporation file for listing of its
common stock through a market maker on the OTC Bulletin Board operated by the
National Association of Securities Dealers, Inc.
The next order of business was the election of directors of the
Corporation. After discussion, the following persons were nominated for
directors"
Gerald H. Trumbule
Gary G. Clark
Upon vote the following persons were unanimously elected as directors
to serve until the next annual meeting or until they have been replaced:
Gerald H. Trumbule
Gary G. Clark
The Chairman of the Meeting then opened the meeting to miscellaneous
business. After discussion the following resolutions were unanimously adopted:
RESOLVED, that Cordovano & Harvey, P.C. be appointed as auditors for
the Corporation for auditing the financial statements of the Corporation for the
fiscal year ended February 29, 2000.
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RESOLVED, that the actions of the directors of the Corporation during
the past year to date be approved and ratified, and hereby are.
Item 7. Financial Statements and Exhibits.
Exhibit 16. Letter of resignation of principal accountant
For the Company, Kish, Leake & Associates, CPA.
Is attached.
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 hereunder duly authorized.
CONTEX ENTERPRISE GROUP, INC. (fka Mesa County Brewing Co.)
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(Registrant)
Date: February 10, 2000
/s/ Gerald H. Trumbule
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Gerald H. Trumbule, Director and Secretary
EXHIBIT NO. 16 - (master original hard copy filed by U.S. Mail, copy filed by
accountant by direct U.S. Mail).
(Letterhead) Kish-Leake & Associates, P.C., Certified Public Accountants
J.D. Kish, C.P.A., M.B.A.
James D. Leake, C.P.A., M.T.
Arleen R. Brogan, C.P.A.
7901 E. Belleview Ave., Suite 220
Englewood, Colorado 80111
Telephone: (303) 779-5006
Fax: (303) 779-5724
www.klacpa.com
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February 10, 2000
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
We would like to inform you that we have read the disclosures provided by Contex
enterprise Group, Inc. (formerly Mesa County Brewing Co.) (Comm. File #0-25319)
in its filing of form 8- K-A-1 dated February 10, 2000 and that there are no
disagreements regarding the statements made under Item 4-Changes in Registrant's
Certifying Accountant.
Sincerely,
/s/ Kish Leake & Associates P.C.
