SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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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) No replacement independent accountant has yet been engaged.
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 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 8, 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
December 8, 1999
VIA FACSIMILE: (714)834-0407
AND FIRST CLASS U.S. MAIL
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Starr & Walters
1450 N. Tustin Avenue
Suite 223
Santa Ana, CA 92704
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. Please furnish the Registrant with a letter
addressed to the Securities and Exchange Commission, stating whether you agree
with the statements made by the Registrant in response to Item 304(a) and, if
not, stating 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.
Thank you for your courtesy and cooperation. If there are any questions, please
do not hesitate to contact me.
Sincerely,
CEC PROPERTIES, INC.
By:/S/ Paul Balalis
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Paul Balalis, President
