CEVA INTERNATIONAL INC
10SB12B/A, 2000-01-14
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-SB/A

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

                         Under Section 12(b) of 12(g) of
                       The Securities Exchange Act of 1934

                           COMPANY INTERNATIONAL, INC.
                 (Name of Small Business Issuer in its charter)


                       Nevada               22-3113236
                       -------              ----------
         (State or Other Jurisdiction (IRS Employer Identification No.)
                        of Incorporation or Organization)

            75-77 North Bridge Street, Somerville, New Jersey     08876
              (Address of principal executive offices)         (Zip Code)

                                 (908) 429-0030
                (Issuer's Telephone Number, Including Area Code)


Securities to be registered under Section 12(b) of the Act:

Title of each class                   Name of each exchange on which
to be so registered                   each class is to be registered

- ---------------                        ---------------------------

         None                                      None
         -----                                     -----

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001
         (Title of Class)





<PAGE>



                                   SIGNATURES

In  accordance  with  Section  12 of the  Securities  Exchange  Act of 1934,  as
amended,  the Registrant caused this amended registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  CEVA International, Inc.
Date:  January 14, 2000           By:s/s Herbert G. Case, Jr.
                                        Herbert G. Case, Jr.
                                  Its: President and Chief Executive Officer
                                        Acting Chief Financial Officer


Signature                                 Title                      Date
- ----------------                         ------                     -------
s/s Herbert G. Case, Jr.  President,
   Herbert G. Case, Jr.             Chief Executive Officer    January 14, 2000
                                    Acting Chief Financial Officer
                                    Director

s/s Joseph J. Tomasek               Vice President and
    Joseph J. Tomasek               Director                   January 14, 2000


s/s  Robert Van Pelt                Treaasurer and             January 14, 2000
   Robert Van Pelt                  Director


















                                       45


ceva10amn.txt


<PAGE>


             Independent Auditors' Report on Additional Information


To the Board of Directors and Stockholders of
Ceva International, Inc. and Subsidiary


Our  report  on  our  audits  of  the   consolidated   balance  sheets  of  Ceva
International,  Inc.  and  Subsidiary  as of  December  31,  1998  and  1997 and
consolidated  statements of operations and deficit,  comprehensive loss and cash
flows for the years then ended,  appears on page 1. Our audits were made for the
purpose of forming an  opinion on the above  referenced  consolidated  financial
statements taken as a whole.  The additional  information on the following pages
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  Such  information  has been  subjected to the
auditing  procedures applied in the audits of the above referenced  consolidated
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects.



/s/Rosenberg Rich Baker Berman & Company


Bridgewater, New Jersey
July 28, 1999

                                       11



<PAGE>



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