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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 23, 1998
Date of Report
(Date of Earliest Event Reported)
COLE COMPUTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-23819 76-0547762
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
11711 South Portland
Oklahoma City, Oklahoma 73170
(Address of Principal Executive Offices)
(405) 692-5351
Registrant's Telephone Number
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
See Agreement and Plan of Reorganization, Exhibits D and D-1;
and the Compilation Report and Balance Sheets of Cole Computer Corporation as
of September 30, 1998, and December 31, 1997 (Unaudited), and related
statements of income and retained earnings and cash flows for the nine months
and year then ended. These exhibits were attached to the Company's 8-K
Current Report dated December 23, 1998, which have been previously filed with
the Securities and Exchange Commission and are incorporated herein by
reference.
Because the Company has been unable to locate certain books and
records of its predecessor, Electronic Service Co., Inc., an Oklahoma
corporation, the audited financial statements needed for the year ended
December 31, 1998, will not be completed until mid-April, 1999. See the
attached copy of a letter from the Company's accountants, Malone & Bailey,
PLLC.
Exhibits
99.1 Letter from Malone and Bailey PLLC
99.2 8-K Current Report dated December 23, 1998, with the
following exhibits*
Agreement and Plan of Reorganization
Exhibit A- Stockholders and Subscribers of
of Electronic Service, Co., Inc.
Exhibit B- Pandora's Financial Statements for
the years ended 12/31/97 and 12/31/96
Exhibit B-1- Pandora's Unaudited Balance Sheet
and Statement of Operations for the
Nine Months ended 9/30/98
Exhibit C- Pandora's Exceptions
Exhibit D- Electronic Service Co., Inc. Unaudited
Financial Statement for the period
ended 12/31/97
Exhibit D-1 Electronic Service Co., Inc. Unaudited
Balance Sheet for the period ended
5/31/98
Exhibit E- Electronic Service Co., Inc. Exceptions
Exhibit F- Investment Letter
Exhibit G- Pandora's Compliance Certificate
Exhibit H- Electronic Service Co., Inc. Compliance
Certificate
Certificate of Amendment effecting the name change to
"Cole Computer Corporation" and the three for one
forward split
Form 10-KSB Annual Report for the year ended December
31, 1997
Letter regarding change in certifying accountants
Information Statement
* Incorporated by reference.
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.
COLE COMPUTER CORPORATION
Date: 3/15/99 By: /s/ Homer O. Cole III
President and Director
Date: 3/15/99 By: /s/ Cynthia A. Cole
Secretary and Director
Date: 3/15/99 By: /s/ Kam Mar
Director
Date: 3/15/99 By: /s/Shirley F. Hartley
Director
[MALONE & BAILEY, PLLC LETTERHEAD]
March 2, 1999
Securities and Exchange Commission
Washington, D.C. 20549
RE: Cole Computer Corporation
SEC File No. 0-23819
Form 8-K
Dear Ladies / Gentlemen:
The Form 8-K dated December 23, 1998 (filed February 18, 1999) contains
unaudited financial information for the fiscal year ended December 31, 1997
and for the 9 month interim period ended September 30, 1998.
After a detailed review of their books and records for 1997, we have concluded
that the financial statements for 1996 were not auditable as a practical
matter, because inventory represents 50% of total assets, and a substantial
portion of the 1996 books were lost. As a result, we were unable to comply
with the 60-day Form 8-K audited financial statements requirement.
We are currently conducting an audit as of December 31, 1998 and for the two
years then ended. Our report will disclaim an opinion for the statements of
income and cash flow because the physical inventory counts as of December 31,
1997 and 1996 were not observed. We have not yet decided whether any further
disclaimer on 1997's operating results is required because of the missing
records.
Malone & Bailey, PLLC
Houston, Texas
