CEC PROPERTIES INC
8-K, 1999-12-10
LESSORS OF REAL PROPERTY, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

          ------------------------------------------------------------


                                    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) December 5, 1999

                              CEC PROPERTIES, INC.
- --------------------------------------------------------------------------------
             [Exact Name or Registrant as specified in its Charter]


        Delaware                           0-188                 13-1919940
        --------                           -----                 ----------
[State or other jurisdiction       [Commission File No.]       [IRS Employer
     of incorporation]                                       Identification No.]

      1500 W. Balboa Boulevard, Suite 201, Newport Beach, California 92663
      --------------------------------------------------------------------
               [Address of principal executive officers; ZIP Code]



         Registrant's Telephone No., including Area Code: (949) 673-2282



       -------------------------------------------------------------------
                  Former address, if changed since last report





<PAGE>



Item 4            Changes in Registrant's Certifying Accountants
- ------            ----------------------------------------------

                  (a) See Registrant's Form 8-K for the event reported November
30, 1999.

                  (b) As of December 5, 1999, Corbin & Wertz has been engaged to
audit Registrant. Prior to engaging Corbin & Wertz, neither Registrant nor
someone on its behalf consulted Corbin & Wertz, regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements, or (ii) any matter that was either the
subject of a disagreement or a reportable event.

Item 7            Financial Statements, Pro Forma Financial Information and
- ------            Exhibits.
                  --------------------------------------------------------------

                  (c) Exhibits. The following exhibits are furnished with this
Current Report.

                      Exhibit No.     Document
                      -----------     --------
                         16           Letters 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 9, 1999               By: /s/ Paul Balalis
                                         ---------------------------------------
                                         Paul Balalis, President

                                      By: /s/ Donald Norbury
                                         ---------------------------------------
                                         Donald Norbury, Chief Financial Officer





December 9, 1999


VIA FACSIMILE: (949)756-9110
AND FIRST CLASS U.S. MAIL

Corbin & Wertz
2603 Main Street
Suite 600
Irvine, CA  92614

Re:      Form 8-K -- CEC Properties, Inc.

Gentlepersons:

Attached please find Registrant's disclosure with regard to Item 4, Changes in
Registrant's Certifying Accountants, of its Form 8-K, regarding your engagement.
Please review the disclosure. If you wish to furnish the Registrant with a
letter containing any new information, clarification of the Registrant's
expression of its views, or the respects in which you do not agree with the
statements made by the Registrant, please promptly provide such a letter and it
shall be filed as an exhibit to the Form 8-K.

If there are any questions, please do not hesitate to contact me.

Sincerely,

CEC PROPERTIES, INC.



By: /s/ Paul Balalis
   ------------------------------
    Paul Balalis, President










                                   EXHIBIT 16




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