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) June 15, 1996
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada 89014
(Address of Principal Executive Office) (Zip Code)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
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C.E.C. Industries Corp. Page 2
Item No 1 Changes in Control of Registrant.
Pursuant to the agreement of March 28th 1996 all the terms and conditions
were met to issue and deliver the stock to O. T. S. Holdings for the
acquisition of Basia Holdings, Inc. Mid-Nevada Art, Inc. and approximately
13,500 acres of gas and mineral leases located in the Black Warrior Lagoon area
of Alabama.
Management of the Company consists of the following board members,
Gerald Levine, Marie Levine, Alvin B. Green, Esq., Janice E. Smith, Esq. and
Ralph Mann. Officers are Gerald Levine - President, Alvin B. Green - Vice
President, and Marie Levine - Secretary/Treasurer.
Item No. 2. Acquisition or Disposition of Assets.
On June 3rd, 1996, the Company entered into a Letter of Intent to acquire
100% of the issued and outstanding stock of Auto Express, Inc., a Colorado
Corporation involved in the transportation of Automobiles nationwide. Auto
Express had sales of $680,000 in 1994, and $1,800,000 in 1995, and projected
sales of over $3 Million for fiscal 1996. Pursuant to the terms of the
agreement, the Company will issue 500,000 shares for stock of the acquisition.
On November 30, 1995, the Company entered into a transaction with
Landmark International, Inc. a publicly traded company, wherein Landmark was
acquiring from the Company approximately 17.44 acres of land on Russell Road
in Las Vegas, Nevada, for stock and other considerations.
After repeated demands and Landmark having agreed to issue the agreed
upon stock, the Company is still not in receipt of the stock and on that basis
the company is pursuing appropriate legal remedies.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
Pursuant to Item 304 of Regulation S-K, the company makes the following
representations:
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C.E.C. Industries Corp. Page 3
Item 304(a)(1)
(i) On June 15, 1996, Deloitte & Touche LLP was terminated as the
independent auditor of the Company.
(ii) On June 15, 1996, the Company reached an agreement with William L.
Clancy, CPA, whereby William L. Clancy was engaged to act as the Company's
auditor, commencing with the Company's audit for the fiscal year ending March
31, 1996.
(iii) The principal accountant's report on the Company's financial
statements for either the past two (2) years has not contained either an
adverse opinion or a disclaimer of opinion, nor was qualified or modified as
to an uncertainty, audit scope, or accounting principles.
(iv) The change in accountants was approved by the Board of Directors of
the Company.
(v) During the registrant's two most recent fiscal years and subsequent
interim period up to the date of the change of accountants, there were no
disagreements with the former accountant on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures.
Item 304(a)(2)
On June 15, 1996, the Company reached its agreement with William L.
Clancy, CPA. Prior to the engagement agreement dated June 15, 1996, the
company had not received nor sought any auditing, accounting or financial
opinions from the successor accountants.
Item No. 5. Other Events.
The situation mentioned in Item 2 above regarding Landmark International,
Inc. has been turned over to counsel for a determination as to the company's
course of action against Landmark, their President - William Kettle, Peter
Hobbs and consultants of Landmark.
Item No. 6. Resignation of Registrant's Directors.
Mr. Charles McHaffie has resigned as a director of the Company. His
replacement is Janice E. Smith, Esq.
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C.E.C. Industries Corp. Page 4
Item No. 7. financial Statements, Proforma Financial Information and Exhibits.
Exhibit - Engagement letter of new auditor.
Exhibit - Letter from Deloitte & Touche, LLP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C.E.C. Industries Corp.
By: Dated: June 20, 1996
Gerald Levine, President
/s/ Gerald Levine
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William L. Clancy Central Plaza
Certified Public Accountants Suite 890
4041 North Central Avenue
P.O. Box 16627 (85011-6627)
June 15, 1996 Phoenix AZ 85012
(602) 266-2646
fax: (602) 266-2402
Mr. Gerald H. Levine, President
C.E.C. Industries Corp.
23 Cactus Garden Drive #F-23
Henderson, Nevada 89014
Dear Sir:
This letter is to confirm our understanding of the terms and objectives of my
engagement.
I, William L. Clancy, will be the CPA in charge of all work we perform for
you. Auditing and reporting on your financial statements is to be my
recurring basis assignment. I would also like to work with you on other
current problems as they may arise throughout the year.
I will audit the consolidated balance sheet of C.E.C. Industries Corp. and
it's wholly owned subsidiaries as of March 31, 1996 and the related statement
of operations, stockholders's equity, and cash flows for the year then ended
for the purpose of expressing an opinion on them.
The proper recording of transactions, safeguarding of assets, and the
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on the financial statements.
I will conduct my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence which supports the amounts and disclosures included in the financial
statements.
It also includes assessing the accounting principles used and estimates made
by management, as well as evaluating the overall financial statement
presentation. If, for any reason, I am unable to express an unqualified
opinion on the financial statements, I will discuss the alternatives with
you in order to arrive at an acceptable solution.
An audit is subject to the risk that material errors and irregularities,
including fraud and defalcations, if they exist, will not be detected. I will
inform you of any material errors, and all irregularities and illegal acts
that come to our attention, unless they are inconsequential.
Assistance is to be supplied by your personnel, including the preparation of
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the detailed trial balance, schedules and analyses of accounts. Timely
completion of this work will facilitate the completion of my audit.
If you intend to publish or otherwise reproduce the financial statements and
make reference to my firm, you agree to provide me with printers' proofs or
masters for my review and approval before printing. You also agree to
provide me with a copy of the final reproduced material before it is
distributed.
My fees will be billed periodically as work progresses on completion of the
audit and will be based on the amount of time required plus actual out-of-pocket
expenses. Invoices are payable upon presentation. I will notify you
immediately of any circumstances I encounter that could significantly affect
my initial estimate of total fees of $12,000.00 to $15,000.00. Before my
services begin, you have agreed to pay me a $3,000.00 retainer, which will
be applied to the final billing for this engagement.
If the foregoing is accordance with your understanding, please sign and
return to me the duplicate copy of this letter.
I appreciate the opportunity to serve you and trust that our association will
be a long and pleasant one.
Yours very truly,
/s/ William L. Clancy
Certified Public Accountant
Accepted:
C.E.C. Industries Corp.
/s/ Gerald H. Levine
Gerald H. Levine, President
06/15/96
Date
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Deloitte &
Touche LLP
490 North Tower Telephone: (702) 893-3100
3773 Howard Hughes Parkway Facsimile: (702) 369-1736
Las Vegas, Nevada 89109-0950
June 15, 1996
Mr. Gerald Levine
President and Chief Executive Officer
C.E.C. Industries Corp.
23 Cacuts Garden Drive #F-60
Henderson, NV 89014
Dear Mr. Levine:
This is to confirm that the client-auditor relationship between C.E.C.
Industries Corp. and its subsidiaries (Commission File No. 0-16734) and
Deloitte & Touche LLP has ceased.
Yours truly,
/s/ Deloitte & Touche LLP
C: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
