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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): August 21 1997
MEGALITH CORPORATION
Colorado 33-9365-A 22-2701047
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(State of Incorporation) (Commission File Number) (IRS Employer ID Number)
4720 Esco Drive, Fort Worth, Texas 76140
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(Address of principal executive offices)
(817) 478-4299
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(Registrant's telephone number, including area code)
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
N/A
Item 2. ACQUISITION OR DISPOSITION OF ASSETS,
N/A
Item 3. BANKRUPTCY OR RECEIVERSHIP.
On August 26, 1997, Esco Elevator, Corp., a wholly owned
subsidiary of the Company, filed a petition in federal bankruptcy
court at Fort Worth, Texas to be placed in a Chapter 11
(Reorganization) proceeding.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
N/A
Item 5. OTHER EVENTS.
RESIGNATION OF OFFICERS AND DIRECTORS. On August 21, 1997, at a
Special Meeting of the Board of Directors, Syed Zaidi, Irving,
Texas, resigned as President and Chief Operating Officer of the
Company. Mr. Zaidi continued as a director. At the same
meeting, Arthur W. Steber, Birmingham, Alabama, resigned as a
director.
APPOINTMENTS TO OFFICER POSITIONS. The Board of Directors named
James W. Landrum, Terrell, Texas, President of Esco Elevators,
Corp. and a director and President of Megalith.
SECURITIES AND EXCHANGE COMMISSION INQUIRY. On June 3, 1997, the
District Office of the Securities and Exchange Commission ("SEC")
informed Megalith that the SEC had obtained a Formal Order of
Investigation from the SEC naming the Company as a subject of the
investigation involving possible violations of the federal
securities laws. The inquiry is in a preliminary stage.
SPECIAL ACCOUNTANTS. On October 16, 1997, The Company hired the
Dallas-based accounting firm of Samson, Robbins & Associates to
act as Special Accountants to the Company to undertake an inquiry
into the integrity of the Company's financial statements. The
ongoing inquiry was occasioned by the Company's recent change of
management and the lack of timely filing of the Form l0-Q for the
3rd quarter of 1997.
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Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS:
See Item 5.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION ARID
EXHIBITS.
(a) PRO FORMA FINANCIAL INFORMATION
None.
(b) FINANCIAL STATEMENTS
None.
(c) EXHIBITS
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGNED on this the 16th day of October, 1997.
MEGALITH CORPORATION
By: /s/ James W. Landrum
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James W. Landrum, President
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