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 27, 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.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
On June 27, 1996 the Company entered into an Exchange Agreement with One
World Cards, Inc. & Bruce Perlowin its President for 278 - $10,000.00
pre-paid long distance calling cards at a rate of approximately $0.45 per
minute or better and an expiration date of five (5) years from the date of
closing in exchange for 18 original art works by Sky M. Jones with appraisal
books and appraisals totaling $2,779,700.00 owned by the Companies wholly
owned subsidiary Mid-Nevada Art.
Also on June 27, 1996 the Company entered into an Exchange Agreement with One
World Cards, Inc. & Bruce Perlowin its President for 3 - $100,000.00 at a
rate of approximately $0.45 per minute or better with no expiration date and
45 - $10,000.00 pre-paid long distance calling cards at a rate of
approximately $0.45 per minute or better with an expiration date of five (5)
years from the date of closing in exchange for 12 original art works by Sky
M. Jones with appraisal books and appraisals totaling $750,000.00 owned by
the Companies wholly owned subsidiary Mid-Nevada Art.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.
Exhibit - Exchange Agreement between One World Cards, Inc., Bruce
Perlowin and Mid- Nevada Art
Exhibit - Exchange Agreement between One World Cards, Inc., Bruce
Perlowin and Mid- Nevada Art
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C.E.C. Industries Corp. Page Three
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: /s/Gerald Levine Dated: June 27, 1996
Gerald Levine, President
<PAGE>
EXCHANGE AGREEMENT
BUYERS: One World Cards, Inc. & Bruce Perlowin whose address is 17321
Grisham St. Northridge, CA. 91325.
SELLERS: Mid-Nevada Art, Inc., whose address is 23 Cactus Garden Dr.,
Henderson, NV 89014.
EXCHANGE: Mid-Nevada Art, Inc. will exchange 18 original art works by
Sky M. Jones with appraisal books representing the various pieces and
appraisals that represent value totaling $2,779,700 for:
278 One World Cards pre-paid Long Distance Phone Cards at a
rate of $0.45 per minute or better in denominations of $10,000 each which
shall be valid for five (5) years from the date of closing.
REPRESENTATIONS OF MID-NEVADA ART, INC.: Mid-Nevada Art, Inc. will
provide the art work as agreed and the accompanying documents (appraisal
books) for the art work by Sky M. Jones. Mid-Nevada Art, Inc. makes no
representations regarding the art work.
REPRESENTATIONS OF ONE WORLD CARDS, INC. & BRUCE PERLOWIN:
"We" have satisfied ourselves fully with the nature and value of this
transaction and it's complete details and implications. "We" have received
adequate consideration and are "Fully Paid" and the phone cards received by
Mid-Nevada Art, Inc. have no conditions upon any other reciprocal performance
by Mid-Nevada Art.
If One World Cards and/or Bruce Perlowin does not honor their
obligations for these 278 - $10,000 pre-paid long distance calling cards as
represented in this agreement, One World Cards or Bruce Perlowin will
provide an alternate Long Distance provider for the service on the 278
calling cards within thirty (30) days of notification by you or return of
the prorated amount of art work for the unused portion of time still due
under this Exchange Agreement.
CLOSING: The closing is to take place on June 27, 1996, at the offices
of Mid-Nevada Art, Inc.
AGREED UPON ON JUNE 27, 1996 BY:
MID-NEVADA ART, INC. ONE WORLD CARDS, INC.
/s/Gerald Levine /s/Bruce Perlowin
Gerald Levine, President Bruce Perlowin, President
<PAGE>
EXCHANGE AGREEMENT
BUYERS: One World Cards, Inc. & Bruce Perlowin whose address is 17321
Grisham St. Northridge, CA. 91325.
SELLERS: Mid-Nevada Art, Inc., whose address is 23 Cactus Garden
Dr., Henderson, NV 89014.
EXCHANGE: Mid-Nevada Art, Inc. will exchange 12 original art works
by Sky M. Jones with appraisal books representing the various pieces and
appraisals that represent value totaling $750,000 for:
3 One World Cards pre-paid Long Distance Phone Cards at a rate
of $0.45 per minute or better in denominations of $100,000 with no expiration
date and 45 One World Cards Pre-paid Long Distance Phone Cards at a rate of
$0.45 per minute or better in denominations of $10,000 each which shall be
valid for five (5) years from the date of closing.
REPRESENTATIONS OF MID-NEVADA ART, INC.: Mid-Nevada Art, Inc. will
provide the art work as agreed and the accompanying documents (appraisal
books) for the art work by Sky M. Jones. Mid-Nevada Art, Inc. makes no
representations regarding the art work.
REPRESENTATIONS OF ONE WORLD CARDS, INC. & BRUCE PERLOWIN:
"We" have satisfied ourselves fully with the nature and value of this
transaction and it's complete details and implications. "We" have received
adequate consideration and are "Fully Paid" and the phone cards received by
Mid-Nevada Art, Inc. have no conditions upon any other reciprocal performance
by Mid-Nevada Art.
If One World Cards and/or Bruce Perlowin does not honor their
obligations for these pre-paid long distance calling cards as represented in
this agreement, One World Cards or Bruce Perlowin will provide an alternate
Lone Distance provider for the service on these pre-paid calling cards within
thirty (30) days of notification by you or return of the prorated amount of
art work for the unused portion of time still due under this Exchange
Agreement.
CLOSING: The closing is to take place on June 27, 1996, at the
offices of Mid-Nevada Art, Inc.
AGREED UPON ON JUNE 27, 1996 BY:
MID-NEVADA ART, INC. ONE WORLD CARDS, INC.
/s/Gerald Levine /s/Bruce Perlowin
Gerald Levine, President Bruce Perlowin, President
