CITADEL ENVIRONMENTAL GROUP INC
8-K, 1998-07-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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               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 29, 1998
                                
                                
                                
                                
               Citadel Environmental Group, Inc. 
     (Exact name of registrant as specified in its charter)


          
        Colorado                0-16423                    84-0907969
 (State of Incorporation) (Commission File Number) (IRS Employer ID Number)


                                
3617 East Thousand Oaks Boulevard,
Suite 116, Thousand Oaks, CA                         91362
(Address of principal executive office)             (Zip Code)  



                         (805) 777-3450
      (Registrant's telephone number, including area code)
                   
                            Form 8-K

                         Current Report
             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934


Item 1.   Changes in Control of Registrant.
     Not Applicable

Item 2.   Acquisition or Disposition of Assets.
     See Item 5 below

Item 3.   Bankruptcy or Receivership.
     Not Applicable

Item 4.   Changes in Registrant's Certifying Accountant.
     Not Applicable

Item 5.   Other Events.

    On June 22, 1998 the Citadel Environmental Group, Inc. (the "Company")
    authorized a stock dividend in kind to all Citadel common shareholders of
    recorders of July 17, 1998.  For every six (6) common shares of the Company
    owned as of the record date, the Company will distribute one (1) share of
    Alliance Medical Corporation ("Alliance") convertible preferred stock, an
    investment of the Company's.  The dividend will be held by the Company's
    stock transfer agent, American Securities Transfer & Trust ("AST"), as
    trustee for the benefit of all Citadel common shareholders of record on July
    17, 1998, with the dividend share certificates to be issued and distributed
    on  or after October 30, 1998.

    As of the date of filing this report, the Company owns approximately 20% of
    the issued and outstanding common stock of Alliance, a medical instrument
    reprocessing company based in Phoenix, Arizona.  Alliance is preparing for
    an initial public offering of 1,000,000 of its common shares to the public
    later  this year.  Although no assurance can be given that the offering will
    be  successfully completed, in the opinion of management, the closing would
    represent a material positive development for the business of Alliance,
    thereby increasing investment and shareholder value for the shareholders of
    both  Alliance Medical Corporation and Citadel Environmental Group, Inc.. 

    On June 29, 1998, the Company received notice from its principal
    independent auditors that the fiscal 197 audit and Form 10-KSB would be
    completed and filed on or before July 6, 1998.


                            SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be sign on its behalf
by the undersigned, thereunto duly authorized on this 29th day of June, 1998.

Dated:   June 29, 1998

     Georgette W. Pagano
     By: s/s                                                                    
     Georgette W. Pagano 
     Secretary and Treasurer


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