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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 4, 1999
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
(a) Registrant announces hereby events which amount to the resignation,
subsequent dismissal, and mutually agreed termination of the relationship
between Registrant and its former independent accountant, Sobel & Co.
(i) The Registrant's former independent accountant, Sobel & Co., resigned by
letter received by Registrant on December 16, 1998, and on December 23, 1998,
unable to accept certain factual misstatements in such resignation letter, the
Registrant dismissed Sobel & Co., Registrant's former independent accountant.
(ii) Sobel & Co., the Registrant's former accountant, did not reflect any
adverse opinion or disclaimer of opinion in reference to the Registrant, nor did
Sobel & Co disclaim, qualify or modify as to uncertainty, any opinion rendered
by it.
(iii) Registrant's decision to dismiss Sobel & Co. was recommended by
Registrant's Audit Committee.
(iv) Prior to this development there were no disagreements with Sobel & Co. on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
(b) Sobel & Co., Registrant's former independent accountant advised Registrant
that information had come to its attention that led Sobel & Co. to be no longer
willing to rely on management's representations. Sobel & Co. felt that it could
not rely on management's representations concerning: (a) the employment of a
corporate consulting entity and the need to report the perceived role of one of
that corporate consulting entity's shareholders in the perceived management of
the Registrant; (b) the Registrant's perceived lack of retention of outside
directors; (c) the perceived lack of sufficient audit committee meetings and
perceived attendance of only two of the Registrant's three audit committee
members at a December 1, 1998, audit committee meeting; (d) Sobel & Co.'s demand
the Registrant retain other legal counsel, and (e) Sobel & Co.'s concern that
the filing of Registrant's Form 10-QSB for the quarter ended September 30, 1998,
was effectuated on too short a time frame for Sobel & Co. to provide comments
thereto, the contents of which Sobel & Co., upon subsequent review, felt were
erroneous and misleading, thus causing Sobel & Co. to inform the Registrant,
leading to subsequent amendment thereof. The circumstances around this filing
led Sobel & Co. to conclude that it had concerns about Sobel & Co.'s ability to
rely on management to prepare adequate consolidated financial statements to be
included in Commission filings; (f) and, finally, the perception that personal
loans and advances were being made to officers and consultants of Registrant.
Sobel & Co. did not believe this perceived activity was appropriate and based
upon concerns reflected in (a) through (f), supra, Sobel & Co. developed concern
about its ability to rely on Registrant's accounting and reporting systems, as
well as representations made by management, and thus questioned the ability of
management to produce accurate consolidated financial statements.
While Registrant had factual differences with Sobel & Co.'s perceptions, and
would have wished an opportunity to discuss these factual issues prior to
Sobel's resignation, Registrant chose, in lieu of such factual difference to
respect Sobel and Co.'s resignation decision. Registrant has made this
determination after having terminated Sobel & Co., on December 23, 1998, for
what Registrant perceived was Sobel & Co.'s failure to review these factual
issues, and having, subsequently thereto, to respect Sobel & Co.'s perceptions
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in lieu of factual discussion and thus let stand Sobel and Co.'s termination of
December 23, 1998.
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.
January 4, 1999 /s/ Ted L. Schwartzbeck
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Ted L. Schwartzbeck
Chairman
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