SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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AMENDMENT NO. 1
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 report) November 30, 1999
CEC PROPERTIES, INC.
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[Exact Name or Registrant as specified in its Charter]
DELAWARE 0-188 13-1919940
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[State or other jurisdiction [Commission File No.] [IRS Employer
of incorporation] Identification No.]
1500 W. BALBOA BOULEVARD, SUITE 201, NEWPORT BEACH, CALIFORNIA 92663
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[Address of principal executive officers; ZIP Code]
Registrant's Telephone No., including Area Code: (949)673-2282
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Former address, if changed since last report
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
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(a) Starr & Walters have served as the independent accountants to
Registrant. On November 30, 1999, Registrant and Starr & Walters terminated
their relationship of client and auditor.
(i) The relationship was terminated by the Registrant on or
about November 30, 1999.
(ii) The accountants' opinion for the years ended October 31,
1997, and 1998, did not contain an adverse opinion or disclaimer of opinion nor
was it modified as to uncertainty, audit scope or accounting principles;
(iii) The change in accountants was approved by the audit
committee of the Board of Directors;
(iv) During the Registrant's two most recent fiscal years and
any subsequent period to date, Registrant is not aware of any disagreement(s)
with Starr & Walters on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Starr & Walters, would
have caused it to make a reference to the subject matter of the disagreement(s)
in connection with its report;
(v) None of the events described in paragraphs (a)(1)(v)(A)
through (D) of Item 304 of Regulation S-K occurred within the Registrant's two
most recent fiscal years and up to the date of this Form 8-K.
(b) See Form 8-K for the event reported December 5, 1999, with respect
to replacement independent accountant.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) EXHIBITS. The following exhibits are furnished with this Current
Report.
EXHIBIT NO. DOCUMENT
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16 Letter of Former Accountant re Change in
Certifying Accountant
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.
CEC PROPERTIES, INC.
Dated: December 22, 1999 By: /S/ Paul Balalis
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Paul Balalis, President
By: /S/ Donald Norbury
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Donald Norbury, Chief Financial Officer
EXHIBIT 16
December 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CEC PROPERTIES, INC.; COMMISSION FILE 0-188
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To whom it may concern:
We are in agreement with the above referenced Registrant's response to Item
304(a) as presented in Item 4, "Changes in Registrant's Certifying Accountants"
of Registrant's Form 8K dated December 8, 1999.
Sincerely,
STARR AND WALTERS
ACCOUNTANCY CORPORATION
By:______________________
David T. Starr
Certified Public Accountant
