SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 1998
Commission File Number: 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in its charter)
Nevada 87-0217252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3450 E Russell Road
Las Vegas, Nevada 89120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (702) 214-4253
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.05 par value
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.05 par value
Indicate by check mark whether the registrant (a)
has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value (the average bid and
asked prices) of the voting stock held by non-affiliates of
the registrant on March 31, 1997, was approximately
$3,257,184. The number of shares of Common Stock, $0.05
par value, outstanding on March 31, 1997, was 17,736,795
shares, held by approximately 1704 shareholders.
PART I
ITEM 1. BUSINESS
(a) General
C.E.C. Industries Corp. is a Nevada corporation
with principal and executive offices located at 3450 E Russell
Road, Las Vegas, Nevada 89120, telephone
(702) 214-4253. C.E.C. Industries Corp. and it's
consolidated subsidiaries are referred to as either C.E.C. or
the Company. C.E.C. is engaged in several unrelated
businesses through its primary subsidiaries, Custom
Environmental International, (hereinafter referred to as
CEI), (carbon reactivation technology), Mid-Nevada Art,
Inc. (hereinafter referred to as Mid-Nevada Art), (art
collection), and Basia Holding, Inc. (hereinafter referred to
as Basia), (holds quit claim title to 9,000 acres of land and
mineral leases in Tennessee). The Company also has methane gas
interests in Alabama (hereinafter referred to as Atlas
Methane Leases) and a 24.5% interest in Victory Village
Associates Limited III (hereinafter referred to as Victory
Village), (320 unit multi-family project in Henderson,
Nevada). The Company's current organization was
accomplished through a merger and acquisition program
during the last two fiscal years ended March 31, 1997, and
continuing through the present.
C.E.C. was incorporated as Justheim Petroleum
Company in Nevada in 1952. C.E.C. Management Corp.
was merged into Justheim Petroleum Company effective
December 31, 1986, and was renamed C.E.C. Industries
Corp. Prior to the merger, Justheim had historically
engaged in the business of acquiring, holding and selling
oil and gas leaseholds and retaining overriding royalty
rights. C.E.C. Management Corp. primarily was in the
business of engineering consulting and designing and
marketing customized minerals processing systems and
equipment.
C.E.C.'s primary business had been the manufacture
and sale of minerals processing equipment through its
wholly-owned subsidiary, CEI formerly Custom
Equipment Corporation. Custom was a pioneer in the
development of custom gold processing equipment in the
early to mid-1980's, thus, business was very profitable.
However, as gold prices declined after the early 1980's,
fewer gold plants were built, more competitors entered the
market, and Custom's business was negatively impacted.
The Company attempted to use its expertise and
know-how to develop the carbon reactivation furnace
technology in the water treatment industry, but the
continued losses in the metallurgical business caused a
capital drain necessitating other measures. Custom
Environmental International became the renamed
subsidiary to carry on the efforts, building a new prototype
carbon furnace still in the development stage. The
metallurgical equipment business was sold in fiscal year
1991.
A spin-off of CEI was proposed in late 1995,
however, on August 5, 1996 the Board of Directors had a
formal meeting regarding the proposed spin-off (previously
filed in the 8-K of October 4, 1995) of the Company's
subsidiary C.E.I. Due to the fact that the prior Board of
Directors did not complete the spin-off of C.E.I. and the
documentation regarding this spin-off is not included in the
official books and records of the Company, the current
Board of Directors has decided that the spin-off of C.E.I. is
not in the best interests of the Company or it's shareholders
and has terminated all spin-off plans for C.E.I. at this time.
In September 1993, the Board of Directors of
C.E.C considered expanding the Company's business into
opportunities outside of the carbon reactivation furnace
technology business, and thus caused several new directors
with real estate expertise to join the C.E.C. board. The
intent being to develop land owned by the Company in St.
George, Utah as well as other properties to be acquired.
The Company formed Moonridge Development
Corp. as a wholly-owned subsidiary on February 24, 1994
(hereinafter referred to as "Moonridge"), to develop the
Company's property and subsequently other parcels of
property. In 1995, Moonridge acquired a General
Contractor License and began development of a 320 unit
multi-family complex in Henderson, Nevada. After much
discussion regarding the liability of such a project, the
Board of Directors on June 10, 1996, signed a Mutual
Release and Hold Harmless Agreement with Moonridge
Development Corp., DSM Golf Enterprises, Inc. and
Charles McHaffie. This agreement released the Company's
interest in Moonridge Development Corp. However, the
Company regained title to all the lands owned by Moonridge
and retained its 24.5% interest in the Victory Village
Associates Limited III, a 320 unit multi-family HUD project
in Henderson, Nevada.
In the fourth quarter of 1995, the Company acquired
Sterling Travel, and the revenues and expenses thereof from
February 28, 1995 to March 31, 1995, were included in the
revenues and expenses for fiscal 1995. Pursuant to the
terms and conditions of the agreement with the 100% owner
of Sterling Travel, the Company was purchasing the travel
Company for 400,000 shares of preferred stock of the
Company, at a valued price of $5 per share, convertible to
common stock, with a total value of $2 million. In the event
that in two years, the price of the stock of the Company was
not valued at $5 per share, then in that event the Company
was required to off set the difference with the issuance of
additional shares of common stock. According to the
agreement, the preferred stock was to be issued according to
an earn out schedule based upon revenues earned by Sterling
Travel. However, Sterling Travel did not receive the
revenue projections as initially anticipated, and the preferred
stock was not issued, and the transaction was canceled.
On March 28, 1996, the Company entered into an
agreement whereby the Company issued 8,660,000 shares of
common restricted voting stock and 8,663,041 shares of
preferred voting stock of the company in exchange for 100%
of the issued and outstanding common shares of Basia
Holding, Inc., a Tennessee Corporation holding quit claim title to
9,000 acres of land and 100% of the issued and
outstanding shares of Mid-Nevada Art, Inc., and 100% of
Atlas Methane fully paid leasehold interests which
leasehold interests include approximately 13,500 acres
located in the Black Warrior Basin area of Alabama. The
March 28th agreement further required the resignation of
three of the Company's directors.
On May 10, 1997, the Company entered into an
agreement to sell approximately 8.5 acres of land on Russell
Road in Las Vegas, Nevada. With the conveyance of this
land the Company reduced its indebtedness by $1,735, 185
on existing loans and also received a six month extension
with an option for an additional six months and other
considerations on the existing loans on the Company's 15
acres of land in Las Vegas.
On June 15, 1996, the Company entered into a Stock
Exchange Agreement to acquire 100% of the issued and
outstanding stock of Auto Express, Inc., a Colorado
Corporation involved in the transportation of automobiles
nationwide. The Company subsequently became aware of
material misrepresentations as well as undisclosed
liabilities made by Auto Express, Inc. In light of the
material nature of these issues, C.E.C. Industries Corp. has
determined that it was in the best interest of the Company
and its shareholders to rescind the transaction.
On June 27, 1996 the Company entered into an
Exchange Agreement with One World Cards, Inc. &
Bruce Perlowin its President for 278 - $10,000.00 pre-paid long
distance calling cards at a rate of
approximately $0.45 per minute or better and an
expiration date of five (5) years from the date of closing
in exchange for 18 original art works by Sky M. Jones.
These paintings have an appraisal value of
$2,779,700.00 and are owned by the Company's wholly
owned subsidiary Mid-Nevada Art. The paintings book value was
$0 at March 31, 1998. Management elected to write the paintings
down after evaluating them for risk impairment under FASB 121.
Also on June 27, 1996 the Company entered
into an Exchange Agreement with One World Cards,
Inc. & Bruce Perlowin its President for 3 - $100,000.00
at a rate of approximately $0.45 per minute or better
with no expiration date and 45 - $10,000.00 pre-paid
long distance calling cards at a rate of approximately
$0.45 per minute or better with an expiration date of
five (5) years from the date of closing in exchange for
12 original art works by Sky M. Jones with appraisal
books and appraisals totaling $750,000.00 owned by the
Company's wholly owned subsidiary Mid-Nevada Art.
Mid-Nevada Art, Inc. exercised its option wherein
Mid-Nevada Art, Inc. returned the pre-paid calling
cards to One World Cards, Inc. and One World Cards,
Inc. returned the 31 original artworks to Mid-Nevada
Art, Inc. The decision for the return of the calling cards
was the result of the failure of One World Cards, Inc. to
fully activate the prepaid calling cards.
On December 6, 1996, the Company signed an
exchange agreement to sell it's interest in 17.44 acres of
vacant land in Las Vegas, Nevada for 165,876 free
trading shares of Synfuel Technologies, (OTC SNFL)
trading at approximately $20.00 per share. On March
31, 1997 Gold Coast Resources assumed the existing
mortgages of approximately $1,800,000.
(b) Information About Industry Segments.
The Company is currently engaged in four main
businesses; real estate investment (Victory Village); carbon
furnace development (CEI); mineral rights development
(Atlas Methane and Basia Holding) and investments in
art (Mid-Nevada Art). Information regarding the
Company's reportable business segments is set forth in Item
1( c) and Note 9 to the Financial Statements. The Company
is not involved in mining operations, and, accordingly, no
revenues are generated therefrom.
( c) Narrative Description of Business.
Victory Village Associates Limited III
320 Unit Multi-Family Project to be built -
Henderson, Nevada. In June, 1995, the Company acquired a
24.5% interest in a 320 unit apartment project generally
known as Victory Village, in exchange for 1,200,000
shares of Rule 144 stock, with a simultaneous two-year
restriction. The project is located in Henderson, Nevada
near the intersection of Lake Mead Blvd. and Boulder
Highway. The City of Henderson issued bonds to facilitate
the financing on the project, with HUD, (Department of
Housing and Urban Development) insuring the
construction and permanent loan in the sum of $16,442,400,
at 6.38% interest, and due in 40 years, which loan was
recorded in June of 1995 against the approximate 17.72
acres. The Majority of the construction on the project has
been completed and certificates of occupancy have been
issued. The company's investment in Victory Village was
collateralized by a pledge of preferred stock owned by the
project manager.
Atlas Methane Gas Interests
The Company owns 100% of 13,500 acres of
leasehold interest located in the Black Warrior Lagoon area
of Alabama, containing methane reserves.
Introduction. Coal deposits in the United States are
widespread, underlying 360,000 square miles in 37 states.
Methane is present in nearly all coal from the shallow
subsurface to depths over 10,000 feet. Coalbed basins are
generally divided into eastern and western types. This
segregation is on the basis of both geography and geology.
The eastern coals are primarily Pennsylvanian Age and
western coals are Cretaceous Age. Much of the drilling for
coalbed gas has been concentrated in the Black Warrior
Basin of North Central Alabama. This is due to several
factors:
The basin's proximity to gas pipelines that deliver to stable
gas markets.
The high BTU values of the gas, from 950-1050.
Drilling depths are shallow from 1,000 to 5,000 feet.
The coals are well understood in terms of their thickness,
rank, and content.
Long term production has been established.
Black Warrior Basin. Coal has been produced
continuously for over 100 years in the Black Warrior Basin.
Although the presence of gas in coalbeds has been
recognized from the beginning, it had been considered only
as a hazard to coal mining. Gas from the field was
originally vented, but as the natural gas prices increased,
the gas was collected and sold.
Market Analysis. The pipeline systems situated
in the Black Warrior Basin, are Alabama Gas Company
(ALAGASCO), Basin Pipeline Corporation, and Southern
Natural Pipeline Company (SONAT), and Associated
natural Gas Inc. (ANGI). The Company does not
contemplate any marketing problems related to coalbed
methane production in the Warrior Basin.
Competition. There are a large number of
companies and individuals engaged in exploration and
development of oil and gas properties. Accordingly, the
Company will encounter strong competition from
independent operators and major oil companies in acquiring
any additional leases suitable for development. Many of the
companies so engaged have financial resources and staffs
considerably larger than those available to the Company.
There are likewise numerous companies and individuals
engaged in the organization and conduct of royalty,
production, and marketing of gas, thus providing a high
degree of competition among companies and individuals in
the development and marketing of gas leasehold interests.
The ability of the Company to market oil and gas
will depend on numerous factors beyond the control of
the Company, the effect of which factors cannot be
accurately predicted or anticipated. Some of these
factors include the availability of other domestic and
foreign production, the marketing of competitive fuels, the
proximity and capacity of pipelines, fluctuations in supply
and demand, the availability of a ready market, the effect
of the federal and state regulation of production, refining,
transportation and sales, and general national and
worldwide economic conditions.
Basia Holding, Inc.
Basia Holdings holds quit claim title to 9,000 acres of land
Grundy County, Tennessee, pursuant to a conveyance from
Alpine Development Co., a Florida corporation, known as O
& F Tennessee Land; and is in part of what is locally
referred to as the Southern Field of the Tennessee coalfield.
The Company currently does not have the means,
nor the intention in the near future to attempt to develop
and or mine the coal property or perfect the title. The Company
is seeking a buyer or a joint venture partner for the coal reserves. The
ability of the Company to market the coal will depend on
numerous factors beyond the control of the Company, the
effect of which factors cannot be accurately predicted or
anticipated. Some of these factors include the accessibility
of the material, the availability of other domestic and
foreign production, environmental issues in both the
region where the materials are located and other regions
where competitive materials are located, fluctuations in
supply and demand, the availability of a ready market, the
effect of the federal and state regulation of production,
transportation and sales, and general national and
worldwide economic conditions.
Mid-Nevada Art, Inc.
Mid Nevada Art, Inc. is a wholly owned subsidiary
of CEC with assets of $0. Management elected to write
the paintings down to zero based on the inability of the
Company to rent or sell and of these paintings. These artworks
were appraised at a value in excess of $1.7 million, however
the appraisals were not considered arms length and management
reevaluated the book value based on cash flow and
projected cash flow for the rental or sell of the paintings.
Sky M. Jones is a noted American artist, Sky Jones is a painter from the
American West, born October 3, 1947 in Salt Lake City,
Utah. He graduated with a bachelor degree in Art from the
University of Utah in 1971. He has written books on Art and
Life. Jones deals in Multiple Imagery, that is, layers upon
layers of 3D forms overlaid and interwoven. Sky Jones
originals have been in the private collections of Queen
Elizabeth, Governor Michael Dukakis, the late Lucille Ball,
and Mohammed Ali to name a few. He has created various
movie posters including Star Trek, the Never Ending Story,
Final Countdown, etc. Limited edition prints and paintings
by Sky Jones have been collected by or displayed in
museums, corporations and galleries world wide. Prior to
1985 he used the name of Michael Whipple.
Custom Environmental International
Custom Environmental International, (CEI) is
engaged in the business of development and implementation
of a patented carbon reactivation furnace. CEI developed a
cost effective vertical kiln used for the recovery of gold.
Production models were sold throughout the world. CEI has
gained valuable field experience which has lead to improved
models.
Federal and State Regulation. General. The
activities of the Company with respect to methane gas and
coal, are subject to federal and state environmental laws
and regulations which impose limitations on the discharge
of pollutants into the air and water and which also establish
standards for the treatment, storage and disposal of solid
and hazardous waste. Management believes that the
Company is substantially in compliance with such laws
and regulations, and there are no pending proceedings which
question compliance with all applicable environmental,
health and safety.
Although the Company does not consider
current laws and regulations relating to such matters to be
materially burdensome, especially in light of the reserve
status of the Company's involvement as opposed to
operations, there can be no assurance that future
legislative or governmental actions or judicial decisions
will not adversely affect the Company or its ability to retain
the mineral rights set forth herein. The Company is not
aware of any proposed or pending legislative,
governmental or judicial action that would materially
adversely affect the Company's properties.
Methane Extraction. The chief potential for
environmental harm in the extraction of coalbed methane,
the gas trapped in underground coal streams, is the
discharge of salt water into streams. Weekly and monthly
water-quality samples are required to monitor the water
quality during extraction. Currently the Company is not
involved in the extraction of its methane reserves, and
thus faces no immediate environmental challenges.
Executive Offices
C.E.C.'s executive offices are located at 3450 E Russell
Road, Las Vegas, Nevada 89120.
PATENTS
C.E.C. had obtained certain patents for its low
temperature furnaces developed by CEI and used in
regenerating carbon.
EMPLOYEES
On April 1, 1996 the Company signed an agreement
with WWW Consulting, wherein, WWW Consulting would
provide the Company with management and personnel and
other qualified technical and office personnel as required.
The Company agreed on the following monthly
compensation to be paid in cash or stock in the Company for
services rendered: Gerald Levine $8,500 per month; Marie
Levine $8,500 per month; misc. office personnel at varying
rates depending on services needed.
ITEM 2. PROPERTIES
Principal and Executive Offices. C.E.C. does not
currently lease or rent office space.
320 Unit - Victory Village Apartments. A general
discussion of the 320 unit Victory Village project is
included under Item 1(c), Narrative Description of
Business, "Operations". During June 1995, the Company
acquired a 24.5% interest in the Victory Village III, Ltd.
partnership utilizing Rule 144 restricted common stock of
the Company valued at $700,000. A $16,442,400 loan was
recorded against the approximate 17.72 acres providing the
construction financing for the project. The project was
completed in early 1997 and certificates of occupancy have
been obtained.
Basia Holding, Inc. A general discussion of the
Basia Holding are included under Item 1(c),Narrative
Description of Business, "Operations". Basia Holding
holds title to 9,000 acres of land in Grundy County,
Tennessee known as O & F Tennessee land; and is in part
of what is locally referred to as the Southern Field of the
Tennessee coalfield.
Atlas Methane Gas Interests. A general
discussion of the Atlas Methane holdings are included
under Item 1(c), "Narrative Description of Business",
"Operations". The Company owns 100% of 13,500 acres of
leasehold interest located in the Black Warrior Lagoon area
of Alabama, containing methane gas reserves.
The Black Warrior basin encompasses an area of
about 35,000 square miles in northeastern Mississippi
and Northwestern Alabama. The basin is named for the
Black Warrior River, a prominent navigable river over
most of its length through the area. The Black Warrior
basin straddles the Cumberland Plateau, Appalachian
Valley and Ridge province, and East Gulf Coastal Plain.
Although the basin's exact limits are not firmly established
in the literature, it is structurally bounded on the north by
the Nashville-Cincinnati arch and on the southeast by the
Appalachian fold and thrust belt. The basin is largely
covered by Cretaceous and younger sediments of the Gulf
Coastal Plain and Mississippi Embayment.
ITEM 3. LEGAL PROCEEDINGS
Fernando Aldecoa, et. al. v. Softpoint, Inc., United
States District Court, Southern District of California, Case
Number 951654H(LSP) was instituted in October, 1995.
The Principal parties included Softpoint, Inc., Robert Cosby,
C.E.C. Industries, Inc., George Matthews, Ron Robinson,
Ron Stoecklein, and Don Stocklein. The action pertains the
allegations made by certain Softpoint shareholders that the
defendants materially misrepresented, or allowed certain
misrepresentations to occur, which were relied upon by the
plaintiffs in purchasing their stock in Softpoint. The only
relationship between the plaintiffs and the Company is that
the Company was attempting a merger with Softpoint,
which merger was not completed. Further, one of the past
directors of the Company was a past president of Softpoint,
Inc.; however the dual relationship existed after the merger
termination. The plaintiffs are seeking an unknown damage,
which must be established upon determining liability, if any.
Because the Company and its outside counsel, are of the
opinion that the Company has no exposure in the litigation,
the Company is not aware of any governmental authority
which has interest in the matter from the standpoint of the
Company. The Company, through its independent counsel
has filed a motion to have the case dismissed against the
Company, which motion will be heard by the Federal Court
on September 22, 1997.
Medera Component Systems, Inc. v. Prime
Construction, Inc. et. al., Nevada Federal District Court
Case Number 596-01105 was instituted on November 27,
1996. The principal parties include Moonridge
Development Corp., as well as C.E.C. Industries Corp. The
action alleges that the Company entered into an indemnity
agreement with Medera Component Systems, in relation to
the use of Medera's roof trusses on the Victory Village
project. The Company has filed a cross complaint alleging
that no contract was entered into nor did the Company ever
elicit any indemnity agreement. The Company is strongly
responding to the litigation and believes that a judgment will
be rendered in their favor. The case is in the discovery
stage. A provision in the agreement wherein the Company
invested in the Victory Village project, contained an
indemnification in favor of the Company collateralized by
preferred stock. In the event of a loss, the Company is in a
position of offset against the value of the preferred stock.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security
holders, through the solicitation of proxies or otherwise,
during the fourth quarter of the Company's fiscal year
ended March 31, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded in the
over-the-counter securities market through the National
Association of Securities Dealers Automated Quotation
Bulletin Board System, under the NASDAQ symbol CECN.
The following table sets forth the quarterly high and low
bid prices for the Company's Common Stock during the last
two fiscal years of the Company, as reported by the
National Quotations Bureau. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or
commission, and may not necessarily represent actual
transactions.
1998 1997
High Low High Low
1st Quarter $.185 $.11625 $.53125 $.15625
2nd Quarter .11625 .085 .62 .30
3rd Quarter .085 .06 .785 .44
4th Quarter .07125 .03 .51 .185
No dividend was declared or paid by the
Company during fiscal year 1998 or 1997. A decision to
pay dividends in the future will depend upon the
Company's profitability, need for liquidity and other
financial considerations. There are approximately 1704
shareholders of the 17,736,795 outstanding shares, as of
March 31, 1997.
ITEM 6. SELECTED FINANCIAL DATA
1998 1997 1996 1995 1994
Revenue from continuing
operations $1,892 $2,779 $1,276,068 $87,501 $142,238
Revenue from discontinued
operations 0 0 1,187,208 0 0
Net income (loss) from
continuing operations $(331,110) $(3,571,909) $(970,803) $(1,809,381) $(296,992)
Net gain/ loss from
Discontinued operations 0 (49,938) (312,510) (17,170) 0
Gain/loss per common share:
Continuing operations (.02) (.164) (0.09) (1.22) (0.19)
Discontinued operations 0 (.002) (0.03) 0.00 0.00
Total Assets $940,267 $7,662,230 $11,115,648 $6,274,983 $6,094,026
Long term obligations 0 0 0 0 0
Cash dividends per
common share 0 0 0 0 0
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the financial statements and the notes thereto.
Overview
The company has continued to go through major
transitions pertaining to direction and continued operations.
During fiscal 1998, the Company earned revenues primarily
through the sales of its royalty interest.
Moonridge Development Corp. The Company
divested itself of all interest to Moonridge Development
Corp. in June of 1996 regaining all interest in properties
located in Las Vegas, Nevada, (approximately 25 acres of
commercial real estate which was sold in the second and
third quarters of 1996) and 24.5% interest in Victory
Village Associates Limited III (320 unit apartment project in
Henderson, Nevada, which is completed and has received
certificates of occupancy.
On May 10, 1996, the Company entered into an
agreement to sell approximately 8.5 acres of land on Russell
Road in Las Vegas, Nevada. With the conveyance of this
land the company reduced its indebtedness by
$1,735,185 on existing loans and also received a six month
extension with an option for an additional six months and
other consideration on the existing loans on the Company's
15 acres of land in Las Vegas, which was subsequently sold.
On December 6, 1996, the company signed an
exchange agreement to sell it's interest in 15 and 2.2 acres of
vacant land in Las Vegas, Nevada for 165,876 free trading
shares of Synfuel Technologies, (OTC SNFL) trading at
approximately $20.00 per share on March 31, 1997 The
existing mortgage on the property of approximately
$1,800,000 was assumed by the buyer.
CEI. The Company, through its subsidiary, CEI,
continued to incur expenses related to the carbon
reactivation furnace. The spin off that was announced in
October of 1995 was never completed and the Board of
Directors decided that the spinoff of CEI was not in the best
interest of the Company or it's shareholders and the
Company terminated all spin off plans at this time.
Basia Holdings, Inc. The Company holds quit claim title to
approximately 9,000 of land in Tennessee through its wholly
owned subsidiary, Basia Holdings, and 13,500 acres of
methane gas leases in Alabama. The Company has not
developed these assets at this time.
Mid-Nevada Art, Inc. is no longer generating revenues
from its broadcasting services. The company also entered
into an Exchange Agreement with One World Cards, Inc.
for the purchase of 31 art works by Sky M. Jones for
approximately $3.5 Million in pre-paid calling cards at a
rate of $.45 per minute.. Mid-Nevada Art exercised its
option wherein Mid-Nevada Art returned the pre-paid
calling cards to One Wold Cards, Inc. and One World Cards,
Inc. returned the art works to Mid-Nevada Art, Inc. The
decision for the return of the calling cards was the result of
the failure of One World Cards, Inc. to fully activate all of
the prepaid calling cards.
Auto Express, Inc. On June 15, 1996, the company
entered into a Stock Exchange Agreement to acquire 100%
of the issued and outstanding stock of Auto Express, Inc., a
Colorado Corporation involved in the transportation of
automobiles nationwide. The Company subsequently
became aware of material misrepresentations as well as
undisclosed liabilities made by Auto Express, Inc. In light
of the material nature of these issues, the Company has
determined that it is in the best interest of the Company and
its shareholders to rescind the transaction.
Liquidity and Capital Resources
Cash requirements of C.E.C. have been met by
funds provided from (a) royalty income; (b) sale of
developed and undeveloped land; and borrowing. The ratio
of current assets to current liabilities at March 31, 1997 was
5 to 1 compared to .27 to 1 at March 31, 1996.
The working capital of the Company as of March
31, 1998, was ($504,535). The working capital at March 31,
1997 was ($57,934).
Cash was $1,059 at fiscal 1998 year end versus $786 at fiscal 1997
year end.
Analysis of Operating, Investing and Financing Activities
During 1998.
During 1998, the Company increased its accounts payable
By $323,609, mainly as a result of a management agreement with
a related party, Wire to Wire, Inc. Accounts Receivable remained
at $0. Inventory decreased by $181,199 as a result of the prior
period adjustment due in part to the lawsuit with George Mathews.
Notes Receivable-Related Parties amounted to $0. Payroll Taxes,
and Other Accrued Liabilities were $0 due to decreased operations
and the management agreement with Wire to Wire, Inc.
During 1998, the Company reduced its Notes Payable-related parties
by 1,578,781.00 through a prior period adjustment.
Significant Customers
The Company had no principal customer.
Borrowing Activities
During the past three years, the Company's operations and
investing activities have been financed extensively from
borrowings. Borrowings have been approximately $323,609,
0 and $207,000 in fiscal years 1998, 1997 and 1996, respectively.
Fiscal 1996. During fiscal 1996, the Company
repaid 50% of the $1,000,000 line of credit from Pioneer
Citizens Bank, and as of the date of this report,
approximately $10,000 in accrued interest is owed on the
loan as of March 31, 1997. Also during fiscal 1996, the
Company borrowed private money in the approximate
amount of $199,900 for the purpose of funding the
Company's construction activities through Moonridge
Development Corporation. Subsequent to year end, the
Company eliminated approximately $3,935,000 of debt
in the sale of its 7.28 acre mini-warehouse project. Of the
$3 million dollar loan with Bank of America, included in
the $3,935,000 amount, only approximately $600,000 had
been drawn down by the Company's construction division
for purposes of constructing the mini-warehouse project.
Fiscal 1995. During fiscal 1995, the Company drew
down on a $1,000,000 line of credit from Pioneer Citizens
Bank. Also during 1995, the Company entered into a
construction loan agreement in the sum of $3,000,000 with
Bank of America, for the construction of its mini-storage
facility in Las Vegas, Nevada. The collateral for the Bank
of America loan was a 7.28 acre parcel of property upon
which the Company is building its mini-storage facility.
These loans were both retired in Fiscal 1996-1997. (See
Above.)
Results of Operations
Fiscal Year 1998 Compared to Fiscal Year 1996
Revenues. The Company's revenues decreased 68% from
$2,779 in 1997 to $1,892 in 1998.
Selling, General and Administrative Expenses.
The Company's selling, general and administrative
expenses decreased from 853,954 in 1997 to $92,814
in 1998, a decrease of $3,241,686. Selling,
General and Administrative Expenses (S,G&A) net
decreases were primarily attributable to management's
decisions to write off long lived assets in 1997,
directors fees and expenses were $0 1997 and $0 in 1998,
research and development was $0 in 1997 and $0 in 1998,
consulting expenses $358,175 in 1997 to $16,000, a decrease
of $342,175, legal, accounting and auditing from $289,696 in 1997 to
$234,765 in 1998, a decrease of $54,931, and other
selling, general and administrative expenses from
$206,083 in 1997 to $0 in 1998, a decrease of $206,083.
Interest Expense. Interest expense for the
Company increased 100% from $468,129 in 1997 to
$0 in 1998. The change is the result of the exchange
of notes for stock in the real estate exchange.
Other Income and Expense. Other income and
expense for the Company was from $0 in 1997 and $0 in 1998.
Gain or Loss on Sale of Assets. Gain or loss on
sale of assets for the Company changed from a loss of
$28,160 in 1997 to a gain or loss or $0. The loss in 1997
was the result of loss on the sale of office furniture and equipment.
Loss from Discontinued Operations. The
Company discontinued the operations of Moonridge
Development Corp. by sale on May 31, 1996. No
results of operations were reported during the fiscal
year 1997 and the results of operations for fiscal 1996
and 1995 were restated accordingly.
Additionally, the Company acquired Auto Express, Inc.
during June, 1996 and discontinued its operations
during January, 1997, reporting a loss from
discontinued of $49,935.
Gain on Disposal of Discontinued Operations.
The Company reported a gain from the disposal of
Moonridge Development Corp. in the amount of
$301,795 and Auto Express, Inc. in the amount of
$49,935. The operations of both companies required
more cash outlay to finance its operations than was
deemed prudent by the Company.
The Company reported a loss on impairment of assets in
the amount of $2,779 in 1997.
Fiscal Year 1997 Compared to Fiscal Year 1996
Revenues. The Company's revenues decreased from $1,276,068
in 1996 to $2,779 in 1997.
Revenue decreases were attributable primarily to changing the
accounting method for reporting an exchange of real estate for
notes payable and stock which eventually proved to have no value.
Sales of development property was $0 in 1997 and the amount of
$1,200,400 in 1996 as compared to $0 in 1995, and a decrease in
royalty income from $75,688 to 1,414. Commission and affiliation
income was $0 in 1997 and 1996.
Selling, General and Administrative Expenses. The
Company's selling, general and administrative expenses
decreased 15% from $1,012,538 1996 to $853,954 in
1997, a decrease of $158,584. Selling, General and
Administrative Expense (S,G&A) net decreases were
primarily attributable to managements decisions to reduce
company activities., directors fees and expenses form $1,075
in 1996 to $0 in 1997, a decrease of $1,075, bad debt expense
was $0 in 1996 and $0 in 1997. Research and development expenses
decreased from $64,690 in 1996 to $0 in 1997, a decrease of $64,690,
consulting expenses decreased from $449,079 in 1996 to $358,175 a
decrease of $90,904, and other selling, general and administrative
expenses decreased from $268,908 to 206,083 to an decrease of $62,825.
Other Income and Expense. Interest and dividend
income for the Company decreased from $100,508 in
1996 to $0, a decrease of $100,508.
Interest Expense. Interest expense for the
Company decreased from $354,923 in 1996 to
$468,129 in 1997, an increase of $113,206 The substantial
increase in interest expense was the result of borrowings by
the Company to facilitate expansion, primarily in the area
of real estate development.
Other Income and Expense. Other income and
expense for the Company increased from an expense of
$21,747 in 1996 to an income or expense of $0 in 1997.
The expense for 1995 was the result of loan extension fees and
related expenses.
Gain or Loss on Sale of Assets. Gain or loss on
sale of assets for the Company increased from a gain of
$91,812 in 1996 to a gain or loss of $0 in 1997. The income
for 1996 was the result of a gain on the sale of oil and gas interests.
Loss from Discontinued Operations. The Company
discontinued the operations of two subsidiaries during the
year 1996, Islet Transplant Technology and Microsphere
Technology. The loss was the result of the subsidiaries
being unable to develop the acquired technology as a result
of the recision of a contract with Bio-Sphere Technology (an
unaffiliated entity) that was entered into for the development
of the technology. The Company concluded that the
continued investment in the technology was not an
appropriate means of diversifying the Company's operations
and required more cash to finance its operations than
appeared prudent. Accordingly, the Company ceased the
pursuit of its medical technology investments. This resulted
in charges to operations of $186,043 for Islet Transplant
Technology and $82,905 for Microsphere Technology.
There were no related expenses in 1997.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
See Financial Statements and Financial Statement
Schedules appearing on F-1 to F-25 of this Form 10-K
Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL
DISCLOSURE
NONE.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT
The Directors and Officers of the Company as of March 31, 1998
are as follows:
Name and Address Age Position Held
Marie A. Levine 51 Chairman of the Board, Director,
23 Cactus Garden Drive, F23 Chief Executive Officer,
Henderson, Nevada 89014 President, Principal Financial
Officer, Principal Accounting
Officer, Secretary/Treasurer
Alvin B. Green 68 Director
16601 Ventura Blvd.
Encino, California 91436
Janice E. Smith, Esq. 50 Director
23 Cactus Garden Drive, F23
Henderson, Nevada 89014
Gerald Krupp 69 Director
16601 Ventura Blvd.
Encino, California 91436
Marie A. Levine is Chief Financial Officer and
Secretary/Treasure of C.E.C. Industries Corp. Mrs. Levine
worked for the University of Nevada at Las Vegas
Computing Center form 1972 to 1977. From 1977 to 1988,
Mrs. Levine operated privately held companies including
property management and bookkeeping services. In 1988,
she became involved with the automation of the On Target
Sports Selections computerized system, and became
Secretary/Treasure of O.T.S. Holdings, Inc.
Alvin B. Green is a Director of C.E.C. Industries
Corp. Mr. Green has practiced international business law
for over 30 years. His offices are located in Encino,
California. Mr. Green is also the corporate attorney of
C.E.C. Industries Corp.
Janice E. Smith is a Director of C.E.C. Industries
Corp. Ms. Smith is practicing Bankruptcy and Trust
Planning law in the Las Vegas area.
Gerald Krupp is a Director of C.E.C. Industries
Corp. Mr. Krupp practices Business Law in California.
ITEM 11. EXECUTIVE COMPENSATION
The Compensation which the Company paid to the
President for services in all capacities and for the fiscal
years indicated, was as follows:
Name and Principal Position Year Salary Other
Gerald H. Levine, President 1998 $0
Gerald H. Levine, President 1997 $102,000(1)
Gerald H. Levine, President 1996 $0
George Matthews, President 1996 $156,500
Richard Cope, President 1996 $0
Ronald J. Robinson, President 1995 $100,000
Donald J. Stoecklein, Secretary 1995 $100,000
Ronald G. Stoecklein, Treasurer 1995 $100,000
Company's contribution to the Savings and Protection Plan.
(1) On April 1, 1996 the Company signed an agreement
with WWW Consulting, wherein, WWW
Consulting would provide the Company with
management personnel and other qualified technical
and office personnel as required.
Insider Participation in Compensation Decisions
The Company has no separate Compensation
Committee; the entire Board of Directors makes decisions
regarding executive compensation. Two of the five
directors are officers of the Company. Gerald H. Levine is
the President and a director and Marie A. Levine is the
Secretary/Treasurer and a Director. Both of them
participated in deliberations of the Company's Board of
Directors concerning executive officer compensation.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with
respect to the specific relationship of corporate performance
to executive compensation. Since the Company's sale,
effective December 31, 1990, of all of the Company's
assets relating to its then primary active business of
engineering consulting and customized minerals processing,
the Board has set executive compensation at what the Board
considered to be the minimal levels necessary to retain and
compensate the officers of the company for their activities
on the Company's behalf.
Gerald H. Levine
Marie A. Levine
Alvin B. Green
Janice E. Smith
Gerald Krupp
EMPLOYEE BENEFIT PLAN
Effective February, 1996, the Savings and
Protection Plan (the Savings Plan) was terminated by
C.E.C. Management Corp.
1987 NONQUALIFIED STOCK OPTION PLAN
The Company's 1987 Nonqualified Stock Option
Plan (the NSOP) was terminated in 1996
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of March 31,
1997, Common Stock ownership of (1) the directors of the
Company, (2) the only persons known to management to be
the beneficial owners of more than five percent of the
Common Stock of the Company, and (3) the Company's
directors and officers as a group:
Amount and Options
Nature of or Other
Title of Name and Address Beneficial Percent Beneficial
Class of Beneficial Owner(1) Ownership of Class Owners(2)(3)
Common Gerald H. Levine 0 0%
Common Marie A. Levine 0 0%
Common Alvin B. Green 30,000 .0017%
Common Gerald Krupp 10,000 .00056%
Common Janice E. Smith 0 0%
Common O.T.S. Holdings, Inc. 7,298,173 .4114%
4535 W. Sahara,
Suite 105 13B
Las Vegas, Nevada 89102
Common DSM Golf Enterprises, Inc. 1,200,000 .0676% 720,000(proxy)
1350 E. Flamingo Rd. #246
Las Vegas, NV 89119
Common Wire To Wire, Inc. 308,667 .0174%
Common Directors and Officers 40,000 .0022%
as a group (5 persons)
(1) Addresses are furnished only for those beneficial
owners of 5% or more of the Company's Common
Stock.
(2) All beneficial owners have sole voting and
investment power over all of the shares they own,
except as indicated in column five and these
footnotes.
(3) The amounts in column three include the amounts
in column five.
Agreements Changing Control of the Company
None.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
(a) Transactions with Management and Others.
Management Transactions as of March 31, 1997
Gerald Levine, President and Director of the
Company is also the President and Director of O.T.S.
Holdings, Inc. and President and a Director of Wire to
Wire, Inc. dba WWW Consulting.
Marie A. Levine, Secretary and Director of the
Company is also the Secretary and a Director of Wire to
Wire, Inc. dba WWW Consulting.
Loans Made to the Company by, or Guaranteed by
Affiliates
The Company has borrowed $207,000 from WWW
Consulting, with an interest rate of 10% per annum.
Stock Options Exercised by Board Members
In February of 1996, two directors executed options
to acquire 300,000 shares of common stock, each, in the
Company in exchange for consideration paid pursuant to
the terms and conditions of promissory notes executed
concurrent with the exercise.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this Report
1. Financial Statements:
Independent Auditors' Report F-1
Consolidated Balance Sheets at March 31, 1998 & 1997 F-2 & F-3
Consolidated Statements of Operations for the years ended
March 31, 1998, 1997 F-4
Consolidated Statements of Stockholders' Equity for the
years ended March 31, 1998, 1997 F-5 & F-6
Consolidated Statements of Cash Flows for the years ended
March 31, 1998, 1997 F-7 to F-8
Notes to Consolidated Financial Statements F-9 to F-25
2. Exhibits required to be filed are listed below.
Exhibit Number Description
(b) During the fiscal year 1998, the Company filed
the following no 8-K's.
Subsequent to the end of the fiscal year, the Company filed
the following reports on Form 8-K
1. June 8, 1998, new president appointed February, 18, 1998.
2. August 3, 1998, Fort Worth Credit Partners, Ltd. agreement
on Victory Village, Ltd. III Limited Partnership.
3. March 3, 1999, George Matthews, Jr. judgment entered for $207,306.93.
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 signed on its behalf by the
undersigned, thereunto duly authorized.
C.E.C. INDUSTRIES CORP.
By: /s/ Brian Dvorak Dated: March 13, 2002
---------------------
Brian Dvorak, President
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
March 31, 1998
and
March 31, 1997
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5 - F-6
STATEMENT OF CASH FLOWS F-7 - F-8
NOTES TO FINANCIAL STATEMENTS F-9 - F-25
James E. Slayton, CPA
2858 WEST MARKET STREET
SUITE C
FAIRLAWN, OHIO 44333
1-330-864-3553
INDEPENDENT AUDITORS' REPORT
Board of Directors February 19, 2002
C.E.C. Industries Corporation (the Company)
Las Vegas, Nevada 89120
I have audited the Balance Sheet of C.E.C. Industries Corporation, as of
March 31, 1998 and March 31, 1997, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the years ending March 31, 1998 and
March 31, 1997. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of C.E.C. Industries
Corporation, as of March 31, 1998, and March 31, 1997, and the results of its
operations and cash flows for the period in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and have not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ James E. Slayton
- - ---------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
ASSETS
ASSETS March 31 March 31
1998 1997
CURRENT ASSETS
Cash 1,059.00 786.00
Restricted Cash
Accounts Receivable
Inventory 181,199.00
------------- -------------
Total Current Assets 1,059.00 181,985.00
PROPERTY AND EQUIPMENT
Property and Equipment
(net of depreciation) 0.00 0.00
Land 0.00
------------- -------------
Total Property and Equipment 0.00 0.00
OTHER ASSETS
Notes Receivable-Related Parties 163,000.00 163,000.00
Accrued Interest Receivable 11,473.00 11,473.00
Security Deposits 4,012.00 4,012.00
Accounts Receivable-
Related Parties 220,635.00 220,635.00
Patents 86,773.00 92,196.00
Investment-Limited Partnership 300,000.00 300,000.00
Investment in Synfuel 36,900.00 36,900.00
Oil & Gas Interests 116,415.00 116,415.00
------------- -------------
Total Other Assets 939,208.00 944,631.00
------------- -------------
TOTAL ASSETS 940,267.00 $1,126,616.00
------------- -------------
------------- -------------
See accompanying notes to financial statements
F-2
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
LIABILITIES & EQUITY
March 31, March 31,
1998 1997
CURRENT LIABILITES
Accounts Payable 563,528.00 239,919.00
Bank Overdraft 0.00 0.00
Payroll Taxes Payable 0.00 0.00
------------- -------------
Total Current Liabilities 563,528.00 239,919.00
OTHER LIABILITIES
Notes Payable-Related Parties 0.00 1,578,781.00
------------- -------------
Total Other Liabilities 0.00 1,578,781.00
------------- -------------
Total Liabilities 563,528.00 1,818,700.00
EQUITY
Common Stock, $0.05 par value, shares: authorized, 886,840.00 886,840.00
50,000,000 shares, issued and outstanding at
March 31, 1998, 17,736,795 shares and
17,736,795 shares in at March 31, 1997
Additional Paid in Capital 7,084,580.00 7,084,580.00
Converible Preferred stock, $0.001 par value,
shares authorised, 100,000,000 shares, issued
and outstanding 10,663,041 shares in 1998 and
10,663,041 shares in 1997 10,663.00 10,663.00
Retained Earnings
(Deficit accumulated during development state) (7,605,344.00) (8,674,167.00)
------------- -------------
Total Stockholders' Equity 376,739.00 (692,084.00)
------------- -------------
TOTAL LIABILITIES & OWNER'S EQUITY $940,267.00 $1,126,616.00
------------- -------------
------------- -------------
See accompanying notes to financial statements
F-3
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIODS ENDING
March 31, 1998 and March 31, 1997
March 31 March 31
1998 1997
REVENUE
Sales 1,365.00
Royalty Income 1,892.00 1,414.00
COSTS AND EXPENSES
Selling, General and Administrative 92,814.00 853,954.00
Legal and Professional Expense 234,765.00
Amortization of Patent 5,423.00
Interest Expense 468,129.00
Loss on Impairment 2,174,510.00
Sales of Assets- Gain(Loss) 28,160.00
Discontinued Operations (Loss) 49,935.00
------------- -------------
Total Costs and Expenses 333,002.00 3,574,688.00
------------- -------------
Net Ordinary Income or (Loss) (331,110.00) (3,571,909.00)
------------- -------------
------------- -------------
Weighted average
number of common
shares outstanding 17,736,795 21,388,879
Net Loss Per Share (0.02) (0.17)
See accompanying notes to financial statements
F-4
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR YEARS ENDED March 31, 1998 and March 31, 1997
Deficit
accumulated
Preferred Common Additional during Treasury Total
Stock Stock paid-in development Stock Stockholder's
Shares Amount Shares Amount capital stage shares Amount Equity
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
Balance at
March 31, 1995 725,000 $725 1,867,459 $93,373 $3,799,919 ($3,419,976) (5,986.00) ($23,527) $450,514
Bio-Sphere Shares
Canceled in
Connection with
Asset Purchase
Cancellation (125,000) (125) (125)
Canceled Sterling
Travel Purchase (30,788) (4,819) (35,607)
24.5% Interest Victory
Village Limited Partnership 1,200,000 60,000 240,000 300,000
Exchanged Preferred
$.001 Shares For
Preferred $.50
Redeemable Shares (600,000) (600) (600)
Issued Preferred
$.50 Redeemable
Shares 4,200,000 4,200 (3,476) 724
S-8 Shares
Issued 200,000 200 3,372,830 168,642 933,920 1,102,762
Rosenbaum Shares Canceled (30,000) (1,500) (21,000) (22,500)
Issued to 401-K 1,506 75 (19,856) 5,986 23,527 3,746
Stock Options Exercised 600,000 30,000 150,000 180,000
Exchanged for
100% Interest
in Mid-Nevada
Art, Inc. 4,016,734 4,017 2,886,667 144,333 1,213,124 0 1,361,474
Exchanged for
100% Interest
in Basia Holding,
Inc. 1,797,385 1,797 2,309,333 115,467 682,736 800,000
Exchanged for
100% Interest
in Oil and Gas
Interest 2,848,922 2,849 3,464,000 173,200 1,055,201 1,231,250
Expenses of Exchange
Agreement (171,750) (171,750)
Net Loss (1,512,091) (1,512,091)
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
Balance at
March 31,1996 13,063,041 $13,063 15,671,795 $783,590 $7,828,030 ($4,936,886) 0 $0 $3,687,797
S-8 Shares issued for 2,065,000 103,250 454,150 557,400
Services
Exchanges for 100% Interest
in Auto Express, Inc. on
June 15, 1996 495,000 24,750 148,500 173,250
See accompanying notes to financial statements
F-5
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR YEARS ENDED March 31, 1998 and March 31, 1997 (CONTINUED)
Deficit
accumulated
Preferred Common Additional during Treasury Total
Stock Stock paid-in development Stock Stockholder's
Shares Amount Shares Amount capital stage shares Amount Equity
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
Issued for Telephone
Calling Cards 200,000 10,000 60,000 70,000
Auto Express Exchange
Canceled on January 31, 1997 (495,000) (24,750) (148,500) (173,250)
Shares Issued for Telephone
Calling Cards Canceled (200,000) (10,000) (60,000) (70,000)
Shares Redeemed in
Connection with
pay-off of Note
Receivable (2,400,000) (2,400) (1,197,600) (1,200,000)
Net Loss (3,571,909) (3,571,909)
Dividends Paid on
Preferred Stock (165,372) (165,372)
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
Balance at
March 31,1997 10,663,041 $10,658 17,736,795 $886,840 $7,084,580 ($8,674,167) 0 $0 ($692,084)
Prior Period
Adjustment $1,399,933 $1,399,933
Net(Loss) for
year ended 03/31/1998 ($331,110)
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
10,663,041 $10,658 17,736,795 $886,840 $7,084,580 ($7,605,344) 0 $0 $707,849
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
------------ ---------- ----------- --------- ------------ ------------ ----------- ---------- ----------
See accompanying notes to financial statements
F-6
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED
March 31, 1998 March 31, 1997
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations ($331,110) ($3,571,909)
Adjustments to reconcile net income or loss
to net cash used in operation activities
Depreciation Expense 6,786
Amortization 5,423 9,500
Loss on Impairment of Assets 2,174,510
Redemption of Preferred Stock (1,200,000)
(Gain) Loss on Equipment 28,160
Common Stock Issued for Professional Fees &
Directors Fees 557,400
Changes in Assets and Liabilities 325,960
(Increase) Decrease in Restricted Cash 500,000
(Increase) Decrease in Accounts Receivable 543,566
(Increase) Decrease in Current Assets 64,115
(Increase) Decrease in Accrued Interest Receivable 35,081
(Increase) Decrease in Property and
Equipment less costs 4,080,733
(Increase) Decrease in Security Deposits (4,012)
Increase (Decrease) in Accounts Payable (53,193)
Increase (Decrease) in Bank Overdraft (29,411)
Increase (Decrease) in Payroll Taxes (119,422)
Increase (Decrease) in Accrued Liabilities (429,139)
-------------- --------------
Total Adjustments 331,383 6,164,674
-------------- --------------
Net Cash provided by Operating Activities 273.00 2,592,765.00
Proceeds from sale of assets 0 500
Advances or Payments Notes
Receivable-Related Parties 1,217,000
Advances or Payments Accounts
Receivable-Related Parties (220,635)
-------------- --------------
Net Cash used by investing activities 0 996,865
See accompanying notes to financial statements
F-7
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED (CONTINUED)
March 31, 1998 March 31, 1997
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Debt (3,426,748)
Preferred Dividends Paid (165,372)
-------------- --------------
Net cash provided by financing activities 0 (3,592,120)
-------------- --------------
Net increase (decrease) in cash
and cash equivalents 273 (2,490)
Cash and cash equivalents
beginning of year 786 3,276
-------------- --------------
Cash and Cash Equivalents at End of Year $1,059 $786
-------------- --------------
-------------- --------------
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for interest $383,568
-------------- --------------
-------------- --------------
Income Taxes $0 $0
-------------- --------------
-------------- --------------
See accompanying notes to financial statements
F-8
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The accompanying notes are an integral part of these financial statements.
Supplemental Schedule of Non-Cash Investing and Financing Activities
During 1996 and 1995, the Company issued 5,986 and 45,189 and shares of
treasury stock valued at $23,527 and $11,298, respectively, as a
contribution to the retirement plan.
During 1994, the Company issued 600,000 shares of preferred stock at $4.00
per share ($2,400,000) as additional value for the unimproved land purchased
in Las Vegas, Nevada.
During 1996, the Company converted the 600,000 shares of $4.00 preferred
stock into 4,200,000 shares of new series "B" non-converting preferred stock
with a par value of $0.001 per share, with a redemption value of $.50 per
share, that has attached to the issue one vote per share, equal in value to
one vote of common stock and each share pays a cumulative preferred dividend
of 10% per year. The Company may redeem the 4,200,000shares of new Series
"B" non-converting preferred stock through October 12, 1999. On December
20, 1995, the Company issued an additional 100,000 nonvoting preferred
shares with a par value of $.001 per share, redeemable at $.50 per share and
100,000 voting preferred shares with a par value of $.001 per share,
redeemable at $.50 per share in consideration of raising DMS Golf
Enterprises, Inc. note receivable from $1,000,000 to $1,200,000.
In fiscal 1996, the remaining investment Logos International, Inc. was sold
for $34,996. In fiscal 1994, the investment in Logos International, Inc. was
written down to its market value resulting in a loss of $625,960.
(See Note 3)
During 1995, the Company purchased 100% of Sterling Travel with net assets
valued at $30,788 through incurring accrued expenses of $30,788. During
1996, the Company rescinded the purchase agreement with Sterling Travel for
nonperformance on the agreement. (See Note 13)
During 1995, the Company issued 125,000 shares of preferred stock to Bio-
Sphere Technology valued at $62,500 for medical technology. (See Notes 8 and
13). During 1996, the Company agreed to cancel the agreement with Biosphere
Technology, and accordingly, canceled the preferred shares issued.
In fiscal 1997, the Company issued 2,065,000 shares of common stock on Form
S-8 for professional services. In fiscal 1996, the Company issued 3,972,830
shares of common stock on Form S-8 for directors' fees and professional
services. In fiscal 1995, the Company issued 449,974 shares of common stock
on Form S-8 for directors' fees and professional services. The shares were
valued at $557,400, $1,102,762, and $489,447 respectively, for an average of
$0.20 per share.
F-9
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
On March 28, 1996, the Company issued 8,660,000 shares of common stock and
8,663,041 shares of preferred stock in exchange for 100% of the common stock
of Mid-Nevada Art, Inc., 100% of the common stock of Basia Holding, Inc. and
100% interest in oil and gas leases. The shares were valued at $1,361,474,
$800,000 and $1,231,250, respectively, less expenses of the exchanges of
$171,500.
On June 15, 1996, the Company issued 495,000 shares of common stock in
exchange for 100% of the common stock of Auto Express, Inc. The shares were
valued at $.035 at per share or $173,250. On January 31, 1997, the exchange
was canceled for nonperformance under the exchange contract.
During June, 1996, the Company issued 200,000 shares of common stock in
exchange for Telephone Calling Cards. The shares were valued at $0.35 per
share or $70,000. On January 31, 1997, the exchange was canceled because of
the inability of the Telephone Calling Card Company to activate the Calling
Cards.
On March 31, 1997, a note receivable in the amount of $1,200,000 plus
accrued interest of $165,372 was paid off by cancellation of 2,400,000
shares of preferred stock with a cost of $1,200,000 plus preferred stock
dividends of $165,372 that paid the principal and interest in full.
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Business and Principles of Consolidation
The consolidated financial statements include the accounts of C.E.C.
Industries Corp. (the Parent) and its subsidiaries, Custom Environmental
International, Inc. ("CEI") (80% owned the reduction in ownership of CEI
from 90% was due to the issuance of additional shares of common stock to
employees in lieu of salaries), Plata Oro (57% owned), Moonridge Development
Corp. (100% owned), Sterling Travel (100% owned), Microsphere Technology
(100% owned), Islet Transplant Technology (100% owned), Mid-Nevada Art, Inc.
(100% owned) and Basia Holding, Inc. (100% owned.). During the fiscal year
1996, the Sterling Travel (100%) purchase was canceled do to nonperformance
by Sterling Travel. During the fiscal year 1996, Microshpere Technology
(100%) and Islet Transplant Technology (100%) operations were discontinued.
During the fiscal year 1997, the Company sold Moonridge Development Corp.
All material intercompany transactions have been eliminated. Custom
Environmental International, Inc. is developing and marketing a carbon
regeneration furnace. Plata Oro is involved in minerals exploration but has
been inactive for several years. Moonridge Development Corp. develops
unimproved land in Las Vegas, Nevada. Sterling Travel is a travel agency in
Boca Raton, Florida. Microsphere Technology and Islet Transplant Technology
are engaged in research and development of medical technology. Mid-Nevada
Art, Inc. purchases artworks for lease and rental. Basia Holding, Inc. holds
title by quitclaim deed to approximately 9,000 unencumbered acres of land
and coal reserves. (See Note 12)
F-10
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Revenue Recognition
The Company's undeveloped land is carried at cost. Prior to 1996, if land
was sold, the Company recognized gain or loss on the difference between the
carrying value and the sales price, using the full accrual method of
accounting. During the fiscal year 1996, the Company determined that it
would develop its undeveloped land, and accordingly, would recognize revenue
on sales of land as the parcels are further developed and sold. Since there
have not been any sales of the undeveloped parcels land prior to 1996, no
retroactive restatement is necessary.
Royalty revenues are recorded as received from oil and gas leasehold
interests and retained overriding royalty rights. During the fiscal year
1996 all oil and gas rights were sold. The Company is not involved in mining
or extraction of coal, oil or gas, and accordingly, no revenues are
generated therefrom. Revenues from travel consultants are recognized as
commissions earned from bookings of travel reservations net of ticketing
costs and from affiliation fees. Revenue from travel consultants occurred
only during the year 1995.
Lease and rental income from artworks are recorded as received. During the
years ending March 31, 1996, 1997 and 1998 there was no lease and rental
income received. Sales of artworks are recorded net of its original cost as
gain or loss on the sale of investments. During the years ending March 31,
1996, 1997 and 1998 there were no revenues from sale or rental of the
artworks.
Revenue from fixed-price contracts are recognized on the percentage of
completion method, measured by the percentage of cost incurred to date to
estimated costs for each contract, by management monthly and approved by the
engineer, architect and owner. An asset, "Costs and estimated earnings in
excess of billings on uncompleted contracts" represents revenues recognized
in excess of amounts billed and are recognized on the balance sheet. Since
the construction company was sold on May 16, 1997, no revenues are included
in the results of operations for 1997 and prior year Statements of
Consolidated Operations have been restated. (See Note 14)
Property and Equipment
Expenditures that increase asset lives are capitalized at cost. Normal
maintenance and repairs are expensed as incurred. The cost and accumulated
depreciation of assets retired or disposed are removed from the accounts and
any resulting gain or loss is included in the consolidated statements of
operations. Depreciation is reported on a straight-line basis over the
estimated useful lives on the assets which range from 3 to 7 years.
Office Equipment 5 to 7 Years
Automobiles 3 Years
Inventories Manufactured Goods
Inventories of manufactured goods are valued at the lower of cost
(determined on a first-in first-out basis) or market.
F-11
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Undeveloped Land
Undeveloped land is recorded at its cost of acquisition. The portion that
was purchased in exchange for preferred stock was recorded at the appraisal
price of the real estate.
Patents
Costs incurred in connection with obtaining patents are capitalized and
amortized on a straight-line basis over 17 years from the date of issuance
of such patent.
Long-Lived Assets
The company's long-lived assets consist of patents, that are being amortized
on a straight-line basis over 17 years from the date of issuance of such
patents, net of amortization, is equal to its current book value. The
artworks are recorded at cost. The artworks were reviewed by management for
impairment of value. Management wrote the artworks down to zero based on
cash flow and projected cash flow. The artworks had not generated any cash
revenues nor were they projected to for the next five years.
Earnings (Loss) Per Common Share
Earnings (Loss) per common share is computed based on the weighted average
number of common shares and common share equivalents outstanding. Stock
options are included as common share equivalents using the treasury stock
method except for 1995 when they were anti dilutive.
The number of shares used in computing earnings (loss) per common share was
21,388,879 in 1997 and 17,736,795 in 1998.
Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid debt instrument purchased with an original
maturity of three months or less to be cash equivalents.
Use of Estimates
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could vary from the estimates that were assumed
in preparing the financial statements.
Presentation
Certain accounts from prior years have been reclassified to conform with the
current year's presentation.
F-12
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Pending Accounting Pronouncements
It is anticipated that current pending accounting pronouncements will not
have an adverse impact on the financial statements of the Company.
NOTE 2 - INVENTORIES
Inventories consists of manufactured finished goods held for sale, and
developed and undeveloped land for sale as follows:
1997 1998
Manufactured finished goods $181,199 $0
--------- ----------
$181,199 $0
--------- ----------
--------- ----------
Land previously classified as inventory has been reclassified as Land.
NOTE 3 - INVESTMENTS - MARKETABLE
SECURITIES
Investment in Trading Securities
On December 6, 1996, the Company exchanged 17.44 acres of undeveloped and
developed land for 139,824 common shares of Synfuel Technologies, Inc. This
stock was originally valued at $2,656,656. Based on subsequent events, the
transaction is being revalued at $36,900, the value at December 31, 1997.
Investment in Equity Securities - Logos International, Inc.
In fiscal year 1992 the Company acquired 776,857 shares of common stock of
Associated Trades, Inc. (ATI) valued at $.875 per share (the market value of
the Company's stock), or $679,750. The shares were acquired in exchange for
a building, Company stock, and majority interest in GLI Industries, Inc.
Effective April 1, 1992, ATI was merged into Logos International, Inc.
(Logos), and after two reverse stock splits and additional shares being
issued, the Company's shares were reduced to 430,320 shares.
F-13
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS - MARKETABLE SECURITIES (CONTINUED)
On October 28, 1991, C.E.C. entered into an Agreement to Purchase with
Oxford House, Inc., a Utah corporation and a wholly-owned subsidiary of
Associated Trades, Inc., by which C.E.C. sold all of its right, title, and
interest in the real property and building in which C.E.C.'s offices were
located, for a total purchase price of $786,478. The purchase price by
Oxford House, Inc. included its assumption of the outstanding mortgage of
the property in the amount of $719,229 and 76,857 shares of the common stock
of ATI, valued by C.E.C. at $67,250. The ATI stock was subsequently
exchanged for Logos stock.
In connection with the Agreement, C.E.C. and ATI entered into an Exchange
Agreement by which the companies exchanged 500,000 shares of one another's
common stock. C.E.C. has valued the shares of common stock received in the
transaction at $.875 per share (the bid price of C.E.C.'s common stock on
the date of the exchange), for a total value of $437,500. The ATI stock was
subsequently exchanged for Logos stock.
Pursuant to a Reorganization Agreement dated as of December 1, 1991, C.E.C.
sold 18,000,000 shares of its subsidiary's common stock, GLI Industries,
Inc., to ATI. This represented 90% of the total outstanding common stock of
GLI. In return C.E.C. received 200,000 shares of the common stock of ATI,
and was entitled to a royalty on gross sales of GLI products of two and
one-half percent (2 1/2%). The ATI stock was subsequently exchanged for
Logos stock. Logos was incorporated November 6, 1981, under the laws of the
State of Nevada and acquired several companies in printing and publishing,
arts and framing, automotive and towing services, aerospace, and real
estate. The market price of Logos stock dropped from a bid of $10.00 per
share at September 18, 1992 and $5.00 bid per share at June 1, 1993, to
$.125 per share at March 31, 1994 and $.25 at March 31, 1995.
Management believes the drop in value is permanent and is due to the
inability of Logos' management to supply adequate funding or provide
management of its newly acquired companies. Management has thereby elected
to write off its investment in Logos to its current market value. The
transaction resulted in a loss of $625,960 in 1994, and a further loss of
$46,305 in 1995. The remainder of 10,420 shares is $2,605. During the
fiscal year 1996 all the remaining shares were sold for $34,996.
NOTE 4 - REVERSE STOCK SPLIT
On September 30, 1992, the Company consummated a 1:10 reverse stock split.
The reverse stock split also reduced the outstanding stock options on the
same basis of 1:10.
F-14
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
The provision or benefit for income taxes is based on pretax loss reported
in the consolidated financial statements. The tax effect of temporary
differences generating Federal income tax is summarized as follows:
1997 1996 1995
Tax Benefit at Statutory Rate $700,294 $1,250,413 $639,293
Surtax Amount (20,070) (35,636) (18,266)
Valuation Allowance for Benefit
of Net Operating Loss
Carryforward Not Recognized
And Other Items. (680,224) (1,214,777) (621,027)
---------- ------------ ---------
Total $0 $0 $0
---------- ------------ ---------
---------- ------------ ---------
A reconciliation of the Federal statutory income tax rate to the effective
income tax rate based on income before income tax follows:
1997 1996 1995
Statutory Rate 35% 35% 35%
Surtax Amount (1) (1) (1)
Decrease in Tax Rate Resulting
From:
Net Operating Loss Limitation
and Other Items (34) (34) (34)
---------- ------------ ----------
0% 0% 0%
---------- ------------ ----------
---------- ------------ ----------
The tax net operating loss carryforward at March 31, 1996, 1997 and 1998
was approximately $3,273,484, $6,845,403 and $7,176,513 respectively,
expiring through 2013. The valuation allowance has increased to $621,027
from March 31, 1994 to March 31, 1995, and has increased to $1,214,777 from
March 31, 1995 to March 31, 1996. For the March 31,1996 to March 31, 1997,
the valuation allowance has increased to $2,286,349. For the March 31, 1997
to March 31, 1998, the valuation allowance has increased $2,336,015
F-15
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The temporary differences and tax carry forwards which created deferred tax
assets and liabilities at March 31, 1998 are detailed below:
Deferred Tax Assets:
Net Operating Loss $2,336,015
------------
Total Deferred Tax Assets 2,336,015
Valuation Allowance (2,336,015)
------------
Net Deferred Tax Asset $0
------------
------------
NOTE 6 - RELATED PARTIES
During the year 1996, George Matthews, the former President of the Company
received 131,000 shares of common stock, pursuant to an employment contract,
in lieu of paid salary in the amount of $65,500. During fiscal 1995, George
Matthews, the former President ofthe Company borrowed $50,000 from the
Company, whose loan was paid off during the same fiscal year. George
Matthews received in fiscal 1996, pursuant to an employment contract, a
stock bonus of 262,000 shares of Rule 144 stock valued at $91,000 and
accruedat March 31, 1995. In fiscal 1995, Mr. Matthews also received a
$50,000 cash bonus. George Matthews, the former President of the Company
borrowed $10,000 from the Company during fiscal 1996. The loan is still
outstanding at end of fiscal 1997.
Directors of the Company received S-8 stock issued as director compensation,
2,500 shares per quarter, per director.
The President, Secretary, and Treasurer of the Company received a monthly
salary of $8,333 per month, through fiscal 1996, which, in the event of a
lack of cash available for the payment of such sums, accrues, and or is paid
pursuant to the issuance of S-8 stock. As of March 31, 1997, and 1998, $0
and $0 is accrued for such salaries.
Prior to the company's acquisition of Sterling Travel, Laurie Doll, the
President, and at the time, sole shareholder of Sterling Travel, borrowed at
different times, money from Sterling Travel, which sums totaled $14,547 as
of March 31, 1995. During the fiscal year 1996, the purchase agreement with
Sterling Travel was canceled due to nonperformance by Sterling Travel.
On November 14, 1995, the Company sold 80.5 acres of land in St. George,
Utah to DMS Golf Enterprises, Inc. and its agent Charles McHaffie in
exchange for a note in the amount of $1,200,000 that is due November 14,
1999, with interest payable at 10% per annum. The note is collateralized by
2,100,000 preferred shares of the Company's preferred $.001 par value stock,
redeemable at $.50 per share. On March 31, 1997, the note in the amount of
$1,200,000 plus accrued interest of $165,372 was paid off by cancellation of
2,400,000 shares of preferred stock with a cost of $1,200,000 plus preferred
stock dividends of $165,372. This transaction was not reported as a sale
of real estate due to the related party transaction. The transaction was
reported at the Company's historical cost with no gain being reported due to
the transaction being a non monetary transaction without any monetary
consideration being involved.
F-16
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
During the fourth quarter of fiscal 1995, the Company, through its wholly
owned subsidiary, borrowed $35,000 from IGLLC, an affiliate party, which
loan was utilized for the financing of the acquisition of a new GMC Suburban
vehicle utilized by the President of Moonridge. This note is evidenced by a
demand note bearing interest at the rate of 10%. During the fiscal year
1996, the note was assumed by DSM Golf Enterprises, Inc. under the same
terms and conditions. Additionally during fiscal 1996, DSM Golf Enterprises,
Inc. had advanced other funds in the amount of 164,900 that is due on
demand, carries no interest rate, for a total of $199,900.
As part of the acquisition on March 28, 1996, of Mid-Nevada Art, Inc., Basia
Holding, Inc. and 100% interest in oil and gas leases, the Company assumed
a note payable to O.T.S. Holdings, Inc. in the amount of $382,310. During
fiscal 1997, principal payments of $3,530 were applied to the note, leaving
a balance at March 31, 1997 of $378,781. The note is payable on demand and
includes interest payable at the rate of 8% per annum.
On April 1, 1996, the Company entered into a management agreement with WWW
Consulting that will supply the management services of Gerald and Marie
Levine, as President and Secretary of Company. The agreement provides that
a monthly fee of $8,500 each will be paid for such services and will also
lease two vehicles at a monthly rate not to exceed $600. Additionally, WWW
Consulting will advance short term loans as needed at an interest rate of
10% per annum.
On May 16, 1996, the Company, as part of the sale of the subsidiary,
Moonridge Development Corp. agreed to carry an accounts receivable in the
amount of $210,635. There has been no activity on the note through March
31, 1997.
NOTE 7 - STOCK OPTIONS
The Company has issued stock options to various directors, officers and
employees. The option prices are based on the fair market value of the
stock at the date of grant. The Company makes no charge to operations in
relation to option grants. The Company's stock option transactions for the
years ended March 31, 1997, 1996, and 1995 are summarized as follows:
Number of Option
Shares Price
Options Outstanding and Exercisable
at March 31, 1993 35,000 $1.25-12.50
Options Canceled in 1994 (5,000) 5.00
Options Granted in 1994 1,200,000 1.375
----------
Options Outstanding and Exercisable
at March 31, 1994 1,230,000 1.25-12.50
Options Canceled in 1995 (5,000) 12.50
-----------
Options Outstanding and Exercisable
at March 31, 1995 1,225,000 1.25-12.50
Options granted in 1996 4,900,000 .20-.50
Options exercised in 1996 (600,000) 5.00
F-17
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Options Outstanding and Exercisable
at March 31, 1996 5,525,000 .50-5.00
Options exercised in 1997 0
----------
Options Outstanding and Exercisable
at March 31, 1997 5,525,000 .50-5.00
-----------
-----------
NOTE 8- RETIREMENT PLAN
The Company has established a qualified plan under Section 401(k) of the
Internal Revenue Code as a retirement plan for all employees who elect to
participate. The Plan allows the Company to contribute up to 100% of the
employees' contributions (limited to 10% of the employees' annual salary) to
the retirement plan. The Plan's fiscal year is July 1 to June 30. During
1995 and 1994, the Company issued 22,595 and 3,392 shares of treasury stock
valued $5,649 and $5,300, respectively, as a matching contribution to the
retirement plan. No contributions were made in 1993. The Company's expense
relating to this plan for the years ended March 31, 1995 and 1994 was $5,649
and $5,300, respectively. All contributions and expenses relating to the
plan were paid in treasury stock. Also in 1995 the Company issued 22,595
shares of treasury stock valued at $5,649 as employee compensation. During
the year 1996, the 401(k) plan was canceled and 100% distribution was made
to all employees.
NOTE 9 - COMMITMENTS & CONTINGENCIES
The Company's subsidiary, Custom Environmental International ("CEI"), filed
suit in the United States District Court for the Central Division of Utah,
Custom Environmental International, a Utah corporation, Plaintiff vs.
Lockhead-Haggerty Engineering & Manufacturing Co., Ltd., a Canadian
corporation, Defendant, Case No. 2:95CV0153B, in which CEI is claiming an
infringement of CEI's patent. The Defendant has responded to the complaint
by (i) requesting an extension of time to file a responsive pleading and
(ii) making an offer of settlement which has been rejected.
Fernando Aldecoa, et. al. v. Softpoint, Inc., United States District Court,
Southern District of California, Case Number (951654H(LSP). An action
brought by shareholders of another public company wherein C.E.C. Industries
Corp. is alleged to be an alter ego of the other public company.
Independent counsel for the Company, selected by the Company's insurance
company, is handling the litigation, which is not anticipated to result in a
judgment against the Company.
Madera Component Systems, Inc. Nevada Federal District Court, Case No. (596-
01105PMP). An action against the Company alleging that the Company entered
into a contract with Prime Construction, et al and executed an indemnity
agreement. The Company filed a cross-complaint alleging no contract was ever
entered into nor did the Company ever execute any indemnity agreement.
Counsel strongly responded to this litigation and believes that a judgment
will be rendered in their favor. This case is in the discovery stage.
F-18
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
In a lawsuit subsequent to the date of the financial statements, a judgement
was entered in United States District Court, District of Utah, Central
Division, against C.E.C. Industries, Inc. in favor of George A. Matthews,
Jr. A form President and Direcotr of C.E.C Industries. The judgement was
for the amount of $207,306.93. The company has filed an appeal with the
United States Court of Appeals for the Tenth Circuit. The company has been
unable to post a bond.
As of the date hereof, the Company is not aware of any other material legal
proceedings, pending or contemplated, to which the Company is, or would be,
a party of which any of its property is, or would be the subject.
The Company leased 2,622 sq.ft. of office space for its executive offices at
23 Cactus Garden Drive, F-60, Green Valley, Nevada. This lease was canceled
in July 1997. The company currently does not have any lease or rental
agreements. Lease expense for the years ended March 31, 1998, March 31,
1997, and March 31, 1996, was $16,654,$55,090 and $65,523, respectively.
NOTE 10 - SEGMENT INFORMATION AND MAJOR CUSTOMERS
Segment Information for Fiscal 1998
CEC CEI Other Total
Real Estate Oil
Development Royalties
Revenue $0 $1892 $0 $0
Income/Loss (327,579) 1892 (5,423) (331,110)
Identifiable
Assets 736,020 116,415 86,773 940,267
Amortization 0 0 5,423 5,423
NOTE 11 - PRIOR PERIOD ADJUSTMENT
There was a prior period adjustment of $1,399,933 to retained earnings at
the beginning of the fiscal year ending March 31, 1998. This was comprised
primarily of Notes Payable to Related Parties and Inventory. Management
felt that these items were not valid and did not affect operations of the
company for the audited periods.
F-19
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 12 - NOTES PAYABLE & LINES OF CREDIT
On February 4, 1994, the Company purchased approximately 23.91 acres of
undeveloped land in Las Vegas, Nevada, for $3,327,158 which included three
separate parcels; 15.24 acres, 1.39 acres and 7.28 acres. At the same time,
the Company borrowed $1,800,000 utilizing the approximate 23.91 acres as
collateral for the loan from National Investors Corp.et al (Lender), to meet
the down payment, closing costs of $904,692, and providing a balance for
development proceeds. The annual interest rate is 12.5% payable monthly. As
additional consideration, the Company issued 600,000 shares of preferred
stock (Note 13). The note for $1,800,000 was initially due on February 4,
1995, however, it was subsequently extended to February 4, 1996 after
payment of extension fees and late fees of $50,000 in fiscal 1995, with an
additional $150,000 being added to principal in fiscal 1996 as part of the
agreement to renew to the note, adjusting the principal to $2,000,000.
Further, pursuant to the terms of the note, the Company is obligated to pay
principal payments of $150,000 per month until a total of $800,000 is paid
as principal reduction on the total loan amount. The note further provides
that in the event that payments are not paid when due, the Company incurs a
late charge of 10%. On May 10, 1996, the Lender agreed to add to the note
all accrued interest and extension fees through May 10, 1996, in the amount
of $236,905, bringing the total note balance to $2,365,051. Additionally,
the Company, as part of this agreement, conveyed the 7.28 acre and the 1.39
acre tracts to the Lender in satisfaction of $935,185 principal, reducing
the outstanding balance to $1,433,866, plus an additional extension fee of
$71,693 or $1,505,559. The Lender further agreed to a six month extension to
October 20, 1996. On October 20,1996, the Lender agreed to an additional
extension to April 20, 1996, adding an extension fee to the note in the
amount of $71,693 bringing the balance to $1,577,252. On December 6, 1996,
the Company exchanged the 15.24 acre tract in full satisfaction of the note
in the amount of $1,577,252, plus interest of $96,098 or $1,673,350 for
139,824 shares of common stock of Synfuels Technologies, Inc. The Company
was released from any further liability on the note. (See Note 3)
On March 31, 1995, the Company executed a construction loan agreement for
$3,000,000 with Bank of America, which loan is collateralized by 7.28 acres
of property owned by the Company. The proceeds of the loan are being
utilized for the construction of a mini-storage project. At year end 1995
there was a balance due of $573,318. The principal balance of the mini-
storage loan bears interest at the per annum rate of interest publicly
announced from time to time by Bank of America National Trust and Savings
Association in San Francisco, California, plus one and one-half percentage
(1.5%) points. The mini-storage loan converts from a construction loan to a
permanent loan upon completion of construction and upon reaching certain
debt coverage ratio requirements. In the event the company does not meet
the debt coverage ratio, the Bank of America may elect, in its sole
discretion, to either refuse to convert the loan indebtedness to permanent
loan indebtedness, or to permit the conversion of such lesser amount of the
loan as will cause the debt coverage ratio to comply
F-20
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 12 - NOTES PAYABLE - CONTINUED
with the minimum debt coverage ratio. As of March 31, 1996, the loan was in
default. On May 10, 1996, the Company conveyed this note to National
Investor Corp., et al as part of the consideration in the transfer of the
7.28 acre tract. The Company was released from any further liability on the
note.
On April 20, 1994, the Company purchased approximately 2.20 acres of
undeveloped land in Las Vegas, Nevada for $200,000. The Company paid
$100,000 cash and the seller carried a note for $100,000 with interest in
the amount of 8%, collateralized by the 2.20 acres, principal and interest
all being due by April 20, 1995. On June 28, 1995, the Company paid the
$100,000 note in full and borrowed $150,000, the balance at March 31, 1996,
with interest in the amount of 14%, collateralized by the 2.20 acres,
principal and interest all being due June 28, 1996. During fiscal 1997 the
real estate was exchanged as part of the December 6, 1996 transaction and
the note was paid in full. The Company, during fiscal year 1995, executed
an agreement with Pioneer Citizens Bank for an initial line of credit for
$500,000 with a compensating balance in the form of a certificate of
deposit. As of March 31, 1995, the Pioneer Citizens Bank line of credit was
increased to $1,000,000 with a compensating balance in the form of
certificates of deposit in the sum of $1,000,000. Interest on the line of
credit is 4.5% per annum. The Company has drawn $825,000 down on the line
of credit as of March 31, 1995. During the fiscal year 1996 the Company drew
down the balance of the $1,000,000 line of credit. During February, 1996,
the Company paid down the line of credit to $500,000, leaving a balance as
of March 31, 1996 of $500,000. The balance of the line of credit was paid
off in May, 1996.
NOTE 13 - NOTES PAYABLE - RELATED PARTIES
During the fourth quarter of fiscal 1995, the Company, through its wholly
owned subsidiary, borrowed $35,000 from IGLLC, an affiliate party, which
loan was utilized for the financing of the acquisition of a new GMC Suburban
vehicle utilized by the President of Moonridge. This note is evidenced by a
demand note bearing interest at the rate of 10%. During the fiscal year
1996, the note was assumed by DSM Golf Enterprises, Inc. under the same
terms and conditions. Additionally during fiscal 1996, DSM Golf
Enterprises, Inc. had advanced other funds in the amount of 164,900 that is
due on demand, carries no interest rate, for a total of $199,900.
As part of the acquisition on March 28, 1996, of Mid-Nevada Art, Inc., Basia
Holding, Inc and 100% interest in oil and gas leases, the Company assumed a
note payable to O.T.S. Holdings, Inc. in the amount of $382,310. During
fiscal 1997, principal payments of $3,530 were applied to the note, leaving
a balance at March 31, 1997 of $378,781. The note is payable on demand and
includes interest payable at the rate of 8% per annum.
F-21
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 14 - PREFERRED STOCK
During 1994, the Company amended its Articles of Incorporation authorizing
100,000,000 shares of preferred stock at a par value of $.001 per share. On
February 4, 1994, the Company issued 600,000 shares at $4.00 per share, or
$2,400,000 as additional consideration to purchase the unimproved land in
Las Vegas, Nevada (Note 11). The issued shares are designated as series
"A" preferred stock convertible, after two years (24 months), to common
stock at a guaranteed "bid" price of not less than $4.00 per share. In the
event said "bid" price is less than the stated $4.00 at the time in which
the shares are offered for conversion, additional common stock shares will
be issued to satisfy any shortfall. The preferred shares are non-voting.
In addition, C.E.C. Industries Corp. will have an option to purchase 50% of
said shares at a price of $8.00 per share. The option exercising period
will be for 30 days following the two year (24 month) period, but closing of
the option will occur within 60 days from the end of the two year period
(24 months). On October 12, 1995, the Company entered into a conversion
agreement that canceled the 600,000 shares of preferred stock series "A" at
a par value of $.001 and issued 4,200,000 of new series "B" preferred stock
at a par value of $.001, with a redemption value of $.50 per share, which
has attached to the issue one vote per share, equal in value to one vote of
common stock and pays a cumulative dividend of 10% per year. Preferred
cumulative stock dividends payable at March 31, 1997 is $105,878. Each
preferred share of Series "B" preferred stock shall have attached a warrant
for 1/6 of a share of common stock which shall be exercisable prior to
the four (4) year redemption period for a redemption price of $0.20 per
share of common stock. If exercised by Holder these warrants will result in
the issuance of 700,000 shares of common stock for a price of $.020 per
share or a total price of $140,000. On March 31, 1997, the Company redeemed
2,400,000 preferred shares in payment of a note receivable of $1,200,000
using the redemption value of $.50. This reduces the attached warrants for
1/6 of a share of common stock to 300,000 at $.20 or a total price of
$60,000.
On April 22, 1994, the Company entered into an agreement with Bio-Sphere
Technology wherein the Company issued 125,000 shares of preferred stock for
certain medical technology. The agreement called for the Company to form
two wholly owned subsidiaries, Microsphere Technology and Islet Transplant
Technology, for purposes of pursuing the development of the technology.
Subsequent to the issuance of the preferred shares to Bio-Sphere, the
Company was notified of an attempted unilateral rescission by Bio-Sphere of
the agreement with C.E.C. (See Note 8). As a result, the Company wrote down
its investment in the medical technology which amounted to $62,500. During
1996, the Company agreed to cancel the agreement with Bio-Sphere Technology,
and accordingly, cancel the preferred shares issued.
On January 18, 1995, the Company entered into an agreement with Lauri Doll
Gladstone wherein the company, in exchange for 100% of the outstanding
common stock of Sterling Travel, agreed to issue 400,000 shares of preferred
non-voting stock, convertible to common stock at a price of $5 per share.
F-22
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 14 - PREFERRED STOCK (CONTINUED)
The shares are issued pursuant to an earn-out provision. At this time the
preferred shares have not been issued to Lauri Doll Gladstone. Results of
operations from Sterling Travel have been accounted for the period starting
with March 1, 1995 and ending with fiscal year end 1995. The acquisition
was accounted for utilizing the purchase method of accounting. During 1996,
the Company rescinded the purchase agreement with Sterling Travel for
nonperformance on the agreement. (See Note 13)
On June 7, 1995, the Company acquired a 24.5% limited partnership interest
in Victory Villages Ltd. III that is constructing a 320 unit apartment
project generally known as Victory Village, in exchange for 1,200,000
shares of Rule 144 stock in the Company valued at $300,000. The shares are
restricted from resale for a period of two years, and 720,000 of the shares
are subject to a voting agreement wherein the Company directors vote the
shares. On June 10, 1995, an Amended and Restated Limited Partnership
Agreement of Victory Village Ltd. III Limited Partnership was executed with
Moonridge Development Corp., a wholly owned subsidiary of the Company, in
which Moonridge Development Corp. became the 24.5% Limited Partner. On May
31, 1996, an assignment was made to the Company for the 24.5% Limit Partner
interest in Victory Village Associates, LTD III as part of the sale of
Moonridge Development Corp.
During 1995, the Company issued 1,216,844 shares of S-8 stock for director,
employee, and consulting fees, issued as follows: 264,830 shares were issued
as consulting fees; 500,000 S-8 shares were options received by certain
consultants; 300,000 shares of S-8 stock were R.V. Jones' options and were
exercised by the Company and given to him as his construction fee for the
Mission Valley Mini Storage project; and the remainder of the S-8 stock was
issued to directors, consultants, and employees pursuant to the C.E.C.
Industries Corp. 1995 Stock Award Plan. George Matthews received 262,000
shares (See Note 5). Value of the shares issued per the S-8 Registration
was the bid price at the time of the issue, ranging from $.56 to $.94 per
share. During 1996, the Company issued 3,372,830 shares of S-8 stock to
directors, consultants, and employees pursuant to the C.E.C. Industries
Corp. 1996 Stock Award Plan. Value of the shares was the bid price at the
time of the issue, averaging $.32 per share.
On March 28, 1996, the Company issued 8,660,000 shares of common stock and
8,663,041 shares of preferred stock in exchange for 100% of the common stock
of Mid-Nevada Art, Inc., 100% of the common stock of Basia Holding, Inc. and
100% interest in oil and gas leases. The assets were valued at .22 cents per
common share, the market price of the preferred stock is considered zero as
it had no convertible feature.
The Company has adopted FASB 121. Management has accordingly reviewed the
values of the Company's artwork and coal reserves. Based on what management
beliefs is significant impairment of the assets, the assets have been
written down to zero. Factors which influenced management's decision
include cash flow from these assets are projected to be zero for the next
five years. The Company is in the process of determining a current fair
market value of these assets. These valuations if any will be disclosed in
footnotes to future financial statements.
F-23
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 15 - DISCONTINUED OPERATIONS
Management has accordingly reviewed the values of oil and gas reserves.
Based on what management beliefs is significant impairment of the assets,
the assets have been written down to $116,415. Factors which influenced
managements decisions include cash flow from these assets are projected to
be $116,415.00 for the next five years.
On May 16, 1996, the Company sold Moonridge Development Corp. at book value.
No Revenues or expenses were included in the consolidated financial
statements for the year ended March 31, 1997. The statements of operations
for the years ended March 31, 1996 and 1995 have been restated to reflect
the net losses of $312,510 and $17,170, respectively. Gross revenues for the
years ended March 31, 1996 and 1995, were $1,187,207 and $0. The Company
reflected a gain on the transaction of $390,796.
The following is a condensed balance sheet of Moonridge Development Corp. as
of March 31, 1996:
Condensed Balance Sheet
Current Assets $533,869
Equipment, Net 23,819
Other Assets 557,015
---------
Total Assets 1,114,703
=========
Current Liabilities 1,424,498
Common Stock 20,000
Deficit (329,795)
----------
Total Liabilities and Capital $1,114,703
===========
On June 15, 1996, the Company entered into a purchase agreement with Auto
Express, Inc. wherein the Company purchased 100% of the issued and
outstanding shares of Auto Express, Inc. The agreement called for the
issuance of 495,000 common shares at $.35 per share or $173,250. The
agreement was completed on June 28, 1996. Auto Express, Inc. is involved in
the business of transporting vehicles across the United States for major
businesses as well as consumers. The transaction was accounted for using the
Purchase Method. Loss from discontinued operations was reported during the
period of ownership in the amount of $49,935. On January 31, 1997 the
purchase agreement was canceled because of non performance on the part of
Auto Express, Inc.
F-24
C.E.C. Industries, Corp. and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 15 - DISCONTINUED OPERATIONS (CONTINUED)
The following are condensed balance sheets and statements of operations as
of June 30, 1996, the date of purchase and December 31, 1996, the date the
agreement was canceled.
Condensed Balance Sheet June 30, 1996 December 31, 1996
Current Assets $ 201,459 $210,161
Equipment, Net 253,455 200,428
---------- ----------
Total Assets 454,914 410,589
========== ==========
Liabilities 509,051 490,559
Common Stock 14,350 14,350
Deficit (68,487) (94,320)
-------- -------
Total Liabilities and Capital $454,914 $410,589
======== ========
Condensed Statement of Operations
Gross Revenues $834,208 $1,166,573
Expenses 858,310 1,216,508
-------- ----------
Net Operating Loss $(24,102) $(49,935)
======== ========
On June 27, 1996, the Company entered into an Exchange Agreement with One
World Cards, Inc. & Bruce Perlowin, its President for 278 - $10,000 prepaid
long distance calling cards at a rate of approximately $0.45 per minute or
better and an expiration date of five (5) years from the date of closing in
exchange for 18 original art works by Sky M. Jones with appraisal books and
appraisals totaling $2,779,700 owned by the Company's wholly owned
subsidiary Mid-Nevada Art, Inc. Because of the inability of One World Cards,
Inc. to activate the prepaid calling cards, the exchange agreement was
canceled.
On June 27, 1996, the Company entered into an Exchange Agreement with One
World Cards, Inc. and Bruce Perlowin, its President for 3 - $100,000 prepaid
long distance calling cards at a rate of $0.45 per minute or better with no
expiration date and 45 -$10,000 prepaid long distance calling cards at a
rate of approximately $0.45 per minute or better and an expiration date of
five (5) years from the date of closing in exchange for 12 original arts
works by Sky M. Jones with appraisal books and appraisals totaling $750,000
owned by the Company's wholly owned subsidiary Mid-Nevada Art, Inc. On June
27, 1996 the Company issued 200,000 shares of common stock at $.35 per share
or $70,000. On September 24, 1996, the Company canceled the shares as a
result of One World Cards, Inc. inability to activate the prepaid calling
cards.
F-25