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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 17, 1998
Commission File Number: 0-9969
Century Industries, Inc.
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(Exact name of Registrant as specified in its charter)
District of Columbia 54-1666769
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
45034 Underwood Lane
Sterling, Va. 20166
(Mail) P.O. Box 319
Sterling, Va. 20167
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 471-7606.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.
(1) Yes X No
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(2) Yes X No
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Item 4. Changes In Registrant's Certifying Accountant
On May 20, 1998, the Board of Director's of the Registrant determined not
to re-engage, and thus terminated, Correa Berger & Associate, CPA's, PLLC as the
independent auditors of Registrant for the fiscal year ending December 31, 1997.
On May 20, 1998, the Registrant's Board determined to engage Sobel & Co., LLC as
the independent auditor of the Registrant for the fiscal year ending December
31, 1998. While there were numerous discussions between the Registrant and
Correa Berger & Associate, CPA's, PLLC and initial differences of opinion based
on incomplete facts and preliminary information, these were later resolved to
the satisfaction of the former independent auditor, Correa Berger & Associate,
CPA's, PLLC and no such differences continued after the obtaining of additional
relevant facts as reflected by the completed and unqualified audit provided to
the Registrant by the former independent auditor, Correa Berger & Associate,
CPA's, PLLC.
Prior to the Registrant's Board determining to engage Sobel & Co., LLC, as
independent auditor for the Registrant, there had been no consultations between
Sobel & Co., LLC; obviously since such engagement, consultations have occurred.
Accordingly, there were no other reportable events or disagreements with
Correa Berger & Associate, CPA's, PLLC in response to Item 304(a) of Regulation
S-B.
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.
Century Industries, Inc.
June 16, 1998 /s/ Ted L. Schwartzbeck
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Ted L. Schwartzbeck, President,
Chief Executive Officer
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[CORREA BERGER & ASSOCIATE, CPA's., P.L.L.C. LETTERHEAD]
June 2, 1998
Board of Directors, Century Industries, Inc.
11708 Bowman Green Drive
Reston, VA 22090
Att: Messrs., David A. Scibal, Chairman & Ted L. Schwartzbeck, CEO
VIA U.S. POSTAL SERVICE AND FACSIMILE TO (703) 356-4466
Re: Response to the Form 8-K filed by Century Industries Inc. on May 20, 1998.
As we mentioned in our May 22, 1998 letter please find attached our response to
the aforementioned Form 8-K.
Sincerely,
Correa Berger & Associate, CPA's., P.L.L.C.
/s/ JULIO CORREA BERGER
Julio Correa Berger, P.L.L.C. Member/Manager
Enclosure: 1 page
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[CORREA BERGER & ASSOCIATE, CPA's., P.L.L.C. LETTERHEAD]
June 2, 1998
Office of the Chief Accountant
U.S. Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Re: Century Industries, Inc.
Commission File Number: 0-9969
Gentlemen:
We have reviewed the Form 8-K filed by Century Industries Inc. on May 20, 1998
regarding the change of independent auditors for the year ending December 31,
1998, and we do not agree with the Company's statements that there were no
disagreements between us. There were several matters of disagreements between
us, both as to auditing procedures and application of accounting principles.
Certain disagreements were documented in writing from the Company and several
others were communicated verbally by telephone. These included, among others,
our need to visit the Company's offices, the accounting for parent company stock
held by subsidiaries, the audit requirements for a Limited Partnership and the
determination of materiality for investments held by the parent company.
However, as evidenced by our firm's issuance of an unqualified audit opinion
with reference both to compliance with generally accepted auditing standards and
conformity with generally accepted accounting principles, all of such
disagreements were resolved to our satisfaction. This disclosure is required by
Item 304 of regulation S-B, even in the case of resolution to the auditor's
satisfaction.
Sincerely,
Correa Berger & Associate, CPA's., P.L.L.C.
/s/ JULIO CORREA BERGER
Julio Correa Berger, P.L.L.C. Member/Manager
cc: Robert Flynn, Esq. c/o Century Industries, Inc.
