CONTINENTAL INVESTMENT CORP /GA/
8-K, 2000-12-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  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):

                                December 1, 2000



                       CONTINENTAL INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)




       Georgia                       0-3743                       58-0705228
--------------------          --------------------          --------------------
  (State or other                 (Commission                  (IRS Employer)
   jurisdiction of                 File No.)                 Identification No.)
   incorporation)




                   10254 MILLER ROAD, DALLAS, TEXAS       75238
               (Address of principal executive offices) (Zip Code)

                                 (214) 691-1100
              (Registrant's telephone number, including area code)



<PAGE>


ITEM 5:  OTHER EVENTS.

         Effective  December 1, 2000,  Continental  Investment  Corporation (the
"Company")  named a new Board of  Directors  and new  Executive  Officers of the
Company to fill vacancies  occurring upon the  resignation of the previous Board
and Executive Officers. Appointed by the outgoing Board of Directors to fill the
vacancies created by the resignations are H. David Friedman and B. A. Short. Mr.
Friedman  will serve as  Chairman  of the Board,  Chief  Executive  Officer  and
Secretary,  and Mr. Short will serve as President,  Chief Operating  Officer and
Treasurer of the Company.

         The  outgoing  Board and Officers  are: J. B.  Morris,  Chairman of the
Board,  President,  CEO and Treasurer;  Robert D. Luna, Director, Vice President
and Secretary;  and Martin G. Blahitka,  Director. The prior Directors resigned,
indicating  their  desire to pursue  their  respective  individual  careers  and
endeavors. There were no disputes or disagreements existing between the outgoing
Directors and the Company or its shareholders that prompted the resignations.

         Mr.  Friedman joined the Company in a consulting  capacity  November 1,
2000,  prior to his  appointment  as a Director  and  Officer on  December  1st.
Previously,  Mr. Friedman has occupied  various senior executive level positions
in the  telecommunications,  voice  recognition,  and e-commerce fields for more
than 30  years.  Functioning  in the  Chairman,  Chief  Executive  Officer,  and
President  roles, his experience  includes  corporate  start-ups,  turn-arounds,
raising  capital for public and private  companies in all stages of development,
including  execution of their  long-term  strategies.  Mr.  Friedman's  projects
include  companies such as American  Telecommunications  Corp., KTI Corp.,  U.S.
Telephone,  Inc (predecessor company of Sprint Corporation),  Preferred Telecom,
Inc., Value Added Communications, and Market City USA.com, Inc. Mr. Friedman has
founded or co-founded  six start-up  companies,  four of which were taken public
and whose revenues ranged from $10 million to $100 million.

         Mr. Short had been a consultant  to the Company since  September  1999,
through  Tatum CFO Partners,  LLP, of which Mr. Short is a partner.  He had been
engaged  by the prior  Board to  assist  in the  restructuring  and  Chapter  11
Reorganization  of the Company and has been  instrumental  in that process.  Mr.
Short became a full-time  employee of the Company effective with his appointment
as an Officer on December  1st. His  experience  spans thirty years with a broad
base of  industry  knowledge  in finance,  accounting,  and  management.  He has
extensive  experience  in SEC  reporting,  mergers and  acquisitions,  strategic
planning,  and  troubled-debt  restructuring.  While  with  entrepreneurial  and
emerging companies in an M&A mode, Mr. Short has worked as both in-house CFO and
as a consultant  in  industries  that include  services,  distribution,  energy,
manufacturing,  and music  production.  His M&A  activities  have  included  due
diligence,  market analysis,  strategic planning,  financings,  SEC registration
statements and post-acquisition  integration of acquired companies. Mr. Short is
a CPA licensed in the State of Texas.

         Other  appointments  made recently  include Charles T. Martin,  CPA, as
Corporate    Controller   of   the   Company,    and   Kurt   Falvey   as   Vice
President-Operations  of  the  Company's  wholly-owned  subsidiary,   Fiber-Seal
Holdings, Inc.


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<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 by the
undersigned hereunto duly authorized.

Date Electronically Filed:  December 14, 2000

                                      CONTINENTAL INVESTMENT CORPORATION

                                      By:    /s/   H. David Friedman
                                      ------------------------------------
                                      H. David Friedman,
                                      Chairman and Chief Executive Officer










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