Back to GetFilings.com
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, 2003
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.)
136 Arbor Way
Henderson, Nevada 89074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (866) 820-5139
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 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, 2003 was
approximately $474,067. The number of shares of Common Stock, $0.001 par
value, outstanding on March 31, 2003, was 34,309,707 shares, held by
approximately 1782 shareholders.
PART I
ITEM 1. BUSINESS
(a) General
C.E.C. Industries Corp. is a Nevada corporation with principal and executive
offices located at 136 Arbor Way, Henderson, Nevada 89074, telephone
(866) 820-5139. 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 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 980'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 not engaged in a primary business and is seeking an
acquisition or merger candidate.
(c) Narrative Description of Business.
Victory Village Associates Limited III
320 Unit Multi-Family Project to be built - Henderson, Nevada. In June, 995,
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. In July of 1998,
the company exchanged its interest in Victory Village for the return of
1,805,000 shares of the company's preferred stock.
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. Coal bed 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 coal bed 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 coal beds 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 coal bed
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. Basia Holding, Inc. was inactive during 2000 and 2001.
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.
Mid-Nevada Art, Inc. was inactive during 2000 and 2001.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 coal bed 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.
Custom Environmental International, (CEI) was inactive during 2000 and 2001.
Executive Offices
C.E.C.'s executive offices are located at 136 Arbor Way, Henderson,
Nevada 89074.
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. This agreement was terminated in 1997.
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.1
On September 2, 1998, 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 former President and Director of
C.E.C. Industries. The judgement entered was in the amount of $207,306.93.
The judgement award was to compensate Mr. Matthews for monies allegedly owed
to him on his Employment Agreement, from an alleged wrongful stop transfer,
interest, and attorney's fees.
The company has been unable to post a bond. The judgement has been record
in several states under the Sister State Judgement Act.
On February 11, 1999, C.E.C. Industries, Inc. filed a complaint in the Third
Judicial District court in Salt Lake County, State of Utah against Richard
G. Matthews (son of George Matthews, Jr.) And Raymond A. Ebert. In that
action, C.E.C. Industries claims that both Richard G. Matthews and Raymond
A. Ebert breached their fiduciary duties while Officers and/or Directors of
C.E.C. Industries.
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, 2003
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.
2003 2002
High Low High Low
1st Quarter .12 .006 $.025 $.075
2nd Quarter .06 .002 .01 .003
3rd Quarter .045 .002 .025 .01
4th Quarter .17 .04 .03 .01
No dividend was declared or paid by the Company during fiscal year 2003 or
2002. 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 1782 shareholders of the 34,309,707
outstanding shares, as of March 31, 2003.
ITEM 6. SELECTED FINANCIAL DATA
2003 2002 2001 2000
Revenue from continuing
operations 0 $1,721 $10,305 $5,253
Revenue from discontinued
operations 0 0 0 0
Net income (loss) from
continuing operations ($239,471) $(5,536) $(167,953) $(147,178.00)
Net gain/ loss from
Discontinued operations 0 0 0 0
Gain/loss per common share:
Continuing operations (.03) (.00) (.01) (.01)
Discontinued operations 0.00 0.00 0.00 0.00
Total Assets $116,910 $116,891 $117,727 $121,953
Long term obligations 0 0 0 0
Cash dividends per
common share 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 2003, the Company earned
no revenues.
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 World 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)
borrowing. The ratio of current assets to current liabilities at March 31,
2003 was .06 to 1 compared to .06 to 1 at March 31, 2002.
The working capital of the Company as of March 31, 2003, was ($771,341).
The working capital at March 31, 2002 was ($769,170).
Cash was $495 at fiscal 2003 year end versus $476 at fiscal 2002 year end.
Analysis of Operating, Investing and Financing Activities During 2003.
During 2003, the Company increased its accounts payable By $2,190.
During 2003, the Company recorded no new long term debt. The long term debt
included the $207,306 judgement awarded George Matthews Jr. It had no other
long term debt.
There were no accounts receivable at March 31, 2003 or for March 31, 2002.
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 $2,190, $23,727 and $145,521 in fiscal years 2003,
2002 and 2000, 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 2003 Compared to Fiscal Year 2002
Revenues. The Company's revenues decreased from $1,721 in 2002 to $-0- in
2003. Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses decreased from $7,257 in 2002 to $2,171
in 2003, a decrease of $5,086. Selling, General and Administrative Expenses
(S,G&A) net decreases were primarily attributable to inactivity of the
company, directors fees and expenses were $0 in 2002 and $0 in 2003, research
and development was $0 in 2002 and $0 in 2003, consulting expenses were
$-0-in 2002 and $27,300 in 2003, legal expenses were $-0- in 2002 and $0 in
2003. The increase in consulting expenses is the result of management
activity to establish a viable business operation. Executive Compensation
was $-0- in 2002 and $210,000 in 2003. This was to compensate the Chief
Executive Officer for serving without salary since February, 2000.
Interest Expense. Interest expense for the Company was from $0 in 2002to $0
in 2003 Other Income and Expense. Other income and expense for the Company
was from $0 in 2002and $0 in 2003
Gain or Loss on Sale of Assets. There was no gain or loss on sale of assets
for the Company in 2002 or 2003
Gain or Loss from Discontinued Operations. There was no gain or loss from
discontinued operations during 2002 or 2003.
Gain or Loss on Disposal of Discontinued Operations. There was no Gain or
loss from disposal of discontinued operations during 2002or 2003
Fiscal Year 2002 Compared to Fiscal Year 2001
Revenues. The Company's revenues decreased from $10,305 in 2001 to $1,721 in
2002.
Selling, General and Administrative Expenses. The Company's selling, general
and administrative expenses decreased from $10,758 in 2001 to $7,257 in 2001,
a increase of $3,501. Selling, General and Administrative Expenses (S,G&A)
net decreases were primarily attributable to inactivity of the company,
directors fees and expenses were $0 in 2001 and $0 in 2002, research and
development was $0 in 2001 and $0 in 2002, consulting expenses were $140,000
in 2001 and $0 in 2002, legal expenses decreased from $27,500 in 2001 to
$0 in 2002 a decrease of $27,500. The decrease in expenses resulted from the
company's inactivity.
Interest Expense. Interest expense for the Company was from $0 in 2001 to $0
In 2002.
Other Income and Expense. Other income and expense for the Company was from $0
in 2001 and $0 in 2002.
Gain or Loss on Sale of Assets. There was no gain or loss on sale of assets
for the Company in 2001 or 2002.
Gain or Loss from Discontinued Operations. There was no gain or loss from
discontinued operations during 2000 or 2001.
Gain or Loss on Disposal of Discontinued Operations. There was no Gain or loss
from disposal of discontinued operations during 2000 or 2001.
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, 2003 are as follows:
Name and Address Position Held
Brian Dvorak Chairman of the Board, Director,
136 Arbor Way Chief Executive Officer,
Henderson, Nevada 89074 President, Principal Financial
Officer, Principal Accounting
Officer, Secretary/Treasurer
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
Brian Dvorak 2003 $210,000
Brian Dvorak 2002 $ 0
Brian Dvorak 2001 $ 0
Brian Dvorak 2000 $ 0
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. Brian Dvorak,
serves as the officers and directors of the Company. He 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.
Brian Dvorak received no compensation for his services in 2000, 2001 or 2002.
In fiscal year ending March 31, 2003, he received 30,000,000 shares of the
company's common stock valued at $210,000 for services rendered.
STOCK AWARD PLAN
On November 29, 2002, the company established a Stock Award Plan to promote
the interests of the Company and its Subsidiaries and shareholders by using
investment interests in the Company to attract, retain and motivate its key
officers, employees, directors, advisors and consultants to encourage and
reward their contributions to the long range performance goals of the Company
and to link their compensation interests with the long term interests of the
Company and its shareholders. The Company had issued 3,900,000 shares of its
common stock under the plan as at March 31, 2003.
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, 2001, 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 Brian Dvorak 30,120,000 88%
Common John Smaha 2,000,000 6%
(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
On or about January 27, 2000, Mr. Brian Dvorak, acting on behalf of himself
and as agent for a group of other investors, entered into an agreement with
Gerald and Marie Levine to purchase a control block of CEC stock for personal
funds of the group. The agreement included the current officers and directors
to resign and the appointment of Mr. Dvorak as President and Director.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others.
Management Transactions as of March 31, 2003
Chief Executive Officer, Brian Dvorak was issued 30,000,000 shares of the
company's common stock for services rendered on January 15, 2003.
Stock Options Exercised by Board Members
None
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 as at March 31, 2002 and 2003 F-2
Consolidated Statements of Operations for the years ended
March 31, 2002, 2003 F-3
Consolidated Statements of Stockholders' Equity for the
years ended March 31, 2003, 2002 F-4
Consolidated Statements of Cash Flows for the years ended
March 31, 2002, 2003 F-5
Notes to Consolidated Financial Statements F-6 to F-11
2. Exhibits required to be filed are listed below.
Exhibit Number Description
(b) During the fiscal year 2003, the Company filed
the following 8-K's.
None
Subsequent to the end of the fiscal year, the Company filed
the following reports on Form 8-K
None
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: July 15, 2003
---------------------
Brian Dvorak,
Chief Executive Officer
FINANCIAL STATEMENTS
March 31, 2003
and
March 31, 2002
TABLE OF CONTENTS
PAGE
Independent Auditors' Report
Consolidated Balance Sheet as at March 31, 2002
and March 31, 2003 F-2
Consolidated Statement of Operations for the Years
ended March 31, 2002 and March 31, 2003 F-3
Consolidated Statement of Changes in Stockholders'
Equity for years ended March 31, 2002 and March 31, 2003 F-4
Consolidated Statement of Cash Flows for the years ended
March 31, 2002 and March 31, 2003 F-5
Notes to Financial Statements F-6 TO F-11
Hunter, Atkins & Russell, PLC
Certified Public Accountants
Independent Auditors' Report
To the Stockholders and Board of Directors
C.E.C. Industries Corp.
We have audited the accompanying balance sheet of C.E.C. Industries Corp. (a
development stage company) as of March 31, 2003, and the related
consolidated statements of operations, stockholders' equity (deficit) and
cash flows for the year ended March 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit. We did
not examine the financial statements of the Company prior to April 1, 2002,
and these statements were audited by the other auditors whose report dated
April 5, 2002, has been furnished to us and contained a paragraph describing
their concerns regarding the ability of the Company to continue as a going
concern.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.. Those standards require that we
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 statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of C.E.C. Industries Corp. as of
March 31, 2003, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted
in the United States of America.
The Company's consolidated financial statements are prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred accumulated losses since
inception of $9,303,952. These factors as discussed in Note 8 to the
consolidated financial statements, raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Hunter, Atkins & Russell, PLC
- ------------------------------
/s/ Hunter, Atkins & Russell
Oklahoma City, Oklahoma
August 28, 2003
5805 North Grand Blvd., Suite D, Oklahoma City, Oklahoma 73118
Telephone: 405 843-3964 Fax: 405 843-9975
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES, CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT
MARCH 31, 2002 and MARCH 31, 2003
March 31, 2003 March 31, 2002
ASSETS
CURRENT
Cash 495.00 476.00
Prepaid expenses - -
----------- -----------
Total Current Assets 495.00 476.00
OTHER ASSETS
Oil & Gas Interests 116,415.00 116,415.00
----------- -----------
TOTAL ASSETS $116,910.00 $116,891.00
----------- -----------
----------- -----------
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable $774,336.00 $769,646.00
Judgement Payable 207,306.00 207,306.00
----------- -----------
Total Current Liabilities $981,642.00 $976,952.00
STOCKHOLDERS' EQUITY
issued and outstanding - none
Common stock, par value $.001, authorized -
50,000,000
issued and outstanding 34,309,707 (2002 -post-
split, 409,707) 2,072,990.00 2,039,090.00
Additional Paid in Capital 6,366,230.00 6,162,830.00
Deficit accumulated during
development stage (9,303,952.00) (9,061,981.00)
----------- -----------
Total Stockholders' Equity (864,732.00) (860,161.00)
----------- -----------
TOTAL LIABILITIES & OWNER'S EQUITY $116,910.00 $116,891.00
----------- -----------
----------- -----------
See accompanying notes to financial statements
F-2
C.E.C. INDUSTRIES, CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEARS ENDING
March 31, 2002 and March 31, 2003
March 31, 2003 March 31, 2002
ROYALTY REVENUE 0.00 1,721.00
----------- -----------
OPERATING EXPENSES
General and Administrative 4,671.00 7,257.00
Management fees 210,000.00
Consulting fees 27,300.00
----------- -----------
Total Operating Expenses 241,971.00 7,257.00
----------- -----------
NET LOSS FOR THE YEAR (241,971.00) (5,536.00)
----------- -----------
----------- -----------
Weighted average number of shares outstanding -
basic and fully diluted 7,552,447 409,701
Net Loss per share - basic and fully diluted (0.03) (0.01)
See accompanying notes to financial statements
F-3
C.E.C. INDUSTRIES, CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM APRIL 1, 1999 TO MARCH 31, 2003
Deficit
Accumulated
Additional during
Common Stock Paid-In Development
Shares Amount Capital Stage Totals
- -------------------------------------------------------------------------------------------
Balance - April 1, 1999 187,320 $ 934,090 $7,124,830 $(8,741,314) $(682,394)
April 1999 - Stock issued for
legal services 1,002 5,000 (2,000) 3,000
Net loss - March 31, 2000 (147,178) (147,178)
- -------------------------------------------------------------------------------------------
Balance March 31, 2000 188,322 939,090 7,122,830 (8,888,492) (826,572)
September 2000
stock issued for services 20,000 100,000 (60,000) 40,000
October 2000
stock issued for services 200,000 1,000,000 (900,000) 100,000
Net loss - March 31, 2001 (167,953) (167,953)
- -------------------------------------------------------------------------------------------
Balance - March 31, 2001 408,322 2,039,090 6,162,830 (9,056,445) (854,525)
Net loss - March 31, 2002 (5,536) (5,536)
- -------------------------------------------------------------------------------------------
Balance - March 31, 2002 408,322 2,039,090 6,162,830 (9,061,981) (860,061)
Rounding due to reverse split 1,385
Issuance of S-8 stock
for services 3,900,000 3,900 23,400 27,300
January 2003 - issuance of
stock for management fees 30,000,000 30,000 180,000 210,000
Net loss - March 31, 2003 (241,971) (241,971)
- -------------------------------------------------------------------------------------------
Balance - March 31, 2003 34,309,707 $2,072,990 $6,366,230 $(9,303,952) $(864,732)
- -------------------------------------------------------------------------------------------
See accompanying notes to financial statements
F-4
C.E.C. INDUSTRIES, CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED
March 31, 2002 and March 31, 2003
March 31, 2003 March 31, 2002
Cash Flows From Operating Activities:
Net Loss for the year $(241,971.00) $ (5,536.00)
Adjustments to Reconcile Net Loss to Net Cash
used in operating activities:
Stock issued for services 237,300.00
Change in assets and liabilities:
Increase in accounts payable 4,690.00 4,700.00
----------- -----------
Net Cash Used in Operating Activities 19.00 (836.00)
----------- -----------
Increase (Decrease) in Cash 19.00 (836.00)
Cash and Cash Equivalents - Beginning of year 476.00 1,312.00
----------- -----------
Cash and Cash Equivalents - End of year $ 495.00 $ 476.00
----------- -----------
Supplementary Information
Interest Paid $ 180.00 $ 180.00
Taxes Paid $ 0.00 $ 0.00
See accompanying notes to financial statements
F-5
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. General
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. 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. All subsidiaries are inactive and the Company does not expect
any operations in aforementioned subsidiaries in the future. The books and
records of the Company already reflect the writedown of investments in these
subsidiaries in prior years.
Development Stage Enterprise
The Company has no revenues and has just commenced operations. The Company's
activities are accounted for as those of a "Development Stage Enterprise" as
set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7").
Among the disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company, and that
the statements of operations, stockholders' equity(deficit) and cash flows
disclose activity since the date of the Company's inception.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
These financial statements are presented on the accrual method of accounting
in accordance with generally accepted accounting principles. Significant
accounting principles followed by the Company and the methods of applying
those principles, which materially affect the determination of financial
position and cash flows, are summarized below.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
C.E.C Industries, Corp. and its wholly owned subsidiaries, as named above.
All significant intercompany transactions and balances have been eliminated
on consolidation
F-6
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results may differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and investments,
purchased with an original maturity date of three months or less, to be cash
equivalents.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes. Under this
method, deferred assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and liabilities
measured using enacted tax rates and laws that are expected to be in effect
when differences are expected to reverse.
Net earnings(loss) per share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of
common stock outstanding for the period, less shares subject to repurchase.
Diluted net loss per share reflects the potential dilution of securities by
adding other common stock equivalents, including stock options, shares
subject to repurchase, warrants and convertible preferred stock, in the
weighted-average number of common shares outstanding for a period, if
dilutive. All potentially dilutive securities have been excluded from this
computation, as their effect is anti-dilutive.
Fair Value of Financial Instruments
The carrying amount of cash and accounts payable are considered to be
representative of their respective fair values because of the short-term
nature of these financial instruments
Revenue Recognition
Royalty revenues are recorded as received from oil and gas leasehold
interests and retained overriding royalty rights.
3. RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued. SFAS No. 141 changes
certain accounting methods used for business combinations. Specifically, it
requires use of the purchase method of accounting for all business
combinations, and eliminates the pooling-of-interests method. SFAS No. 142
establishes new guidance on how to account for purchased intangible assets,
and for goodwill and intangible assets after a business combination is
completed..
F-7
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
3. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of and APB No. 30, Reporting the Results of Operations -
Reporting the Effects of the Disposal of a Segment Business and
extraordinary, Unusual and Infrequently Occurring Events and Transactions.
SFAS No. 144 establishes a single accounting model for assets to be disposed
of by sale whether previously held and used or newly acquired. SFAS No. 144
retains the provisions of APB No. 30 for presentation of discontinued
operations in the income statement, but broadens the presentation to include
a component of an entity. SFAS No. 144 is effective for our fiscal year
beginning July 1, 2002.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", which addresses accounting for
restructuring and similar costs. SFAS NO. 146 supersedes previous accounting
guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS No 146
requires that the liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred, SFAS No. 146 also
establishes that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing
future restructuring costs as well as the amount recognized. SFAS NO. 146 is
effective for exit or disposal activities that are initiated after December
31, 2002.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123" (FAS 148). The statement amends SFAS 123 "Accounting for Stock Based
Compensation:" (FAS 123) to provide alternative methods of voluntarily
transition to the fair value based method of accounting for stock based
employee compensation. FAS 148 also amends the disclosure requirement of FAS
123 to require disclosure of the method used to account for stock based
employee compensation and the effect of the method on reported results in
both annual and interim financial statements. The disclosure provisions will
be effective for the Company beginning with the Company's quarter ended March
31, 2003. The Company has no current intention to change its policy of
accounting for stock-based compensation.
In November 2002, the FASB Interpretation No. 45 (FIN 45) " Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." FIN 45 requires that a liability be
recorded in the guarantor's balance sheet upon issuance of certain
guarantees. FIN 45 also requires disclosure about certain guarantees that an
entity has issued. The Company has implemented the disclosure requirements
required by FIN 45, which were effective for fiscal years ending after
December 15, 2002. The Company will apply the recognition provisions of FIN
45 prospectively to guarantees issued after December 31, 2002.
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities, and Interpretation of ARB
No.51." FIN 46 requires certain variable interest entities to be consolidated
by the primary beneficial of the entity if the equity investors in the entity
do not have characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. FIN 46
is effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning on or after June 15, 2003.
F-8
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
3. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
On April 30, 2003 the FASB issued Statement No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." The Statement amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities under Statement 133. The amendments set forth in Statement 149
improve financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. In particular, this Statement
clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative as discussed in Statement 133. In
addition, it clarifies when a derivative contains a financing component that
warrants special reporting in the statement of cash flows. This Statement is
effective for contracts entered into or modified after June 30, 2003.
On May 15, 2003 the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
The Statement improves the accounting for certain financial instruments that,
under previous guidance, issuers could account for as equity. The new
Statement requires that those instruments be classified as liabilities in
statements of financial position. In addition to its requirements for the
classification and measurement of financial instruments in its scope,
Statement 150 also requires disclosures about alternative ways of settling
the instruments and the capital structure of entities, all of whose shares
are mandatorily redeemable. Most of the guidance in Statement 150 is
effective for all financial instruments entered into or modified after May
31, 2003.
Management's preliminary assessment of these recent pronouncements is that
they will not have a material impact on the Company's financial position or
results of operations since the Company is inactive.
4. CAPITAL STOCK TRANSACTIONS
On December 2, 2002, the Company consummated a 100:1 reverse stock split.
On December 2, 2002, the Company authorized a 100:1 reverse split. All
common stock issues are listed as if the reverse had been effect all periods.
On December 3, 2002, the Company filed a S-8 authorizing the issuance of
10,000,000 of its par value $.001 common stock per the filed stock plan.
On December 3, 2002, the Company issued 200,000 shares of its Common Stock at
$.007 per share per its S-8 stock plan.
December 5, 2002, the Company issued 1,300,000 shares of its Common Stock at
$.007 per share per its S-8 stock plan.
On January 13, 2003, the Company issued 400,000 shares of its Common Stock at
$.007 per share per its S-8 stock plan.
On January 16, 2003, the Company issued 2,000,000 shares of its Common Stock
at $.007 per share per its S-8 stock plan.
On January 16, 2003, the board of directors authorized 30,000,000 shares of
the Company's Common Stock to be issued to the president for executive
compensation. The stock is restricted and was valued at the S-8 issue price
of $.007 per share.
F-9
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
5. INCOME TAXES
There has been no provision for U.S. federal, state, or foreign income taxes
for any period because the Company has incurred losses in all periods and for
all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of deferred tax assets are as follows:
Deferred tax assets
Net operating loss carry forwards $9,303,952
Valuation allowance for deferred tax assets (9,309,952)
-----------
Net deferred tax assets $ -
-----------
-----------
Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance. As of March 31,
2003, the Company had net operating loss carry forwards of approximately
$9,303,952 for federal and state income tax purposes. These carry forwards,
if not utilized to offset taxable income begin to expire in 2018.
Utilization of the net operating loss may be subject to substantial annual
limitation due to the ownership change limitations provided by the Internal
Revenue Code and similar state provisions. The annual limitation could
result in the expiration of the net operating loss before utilization
6. RELATED PARTY TRANSACTIONS
On January 16, 2003, the Company issued 30,000,000 shares of its common stock
to its president, Mr. Brian Dvorak for executive compensation amounting to
$ 210,000.
Accounts payable includes is $ 595,516( 2002 - $ 595,516) owing to the
President and major shareholder of the Company.
7. STOCK OPTIONS
The Company has not issued any stock options during the fiscal year ended and
none are outstanding from prior periods.
8. COMMITMENTS & CONTINGENCIES
In a lawsuit subsequent to the date of the financial statements, a judgment
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 former President and Director of C.E.C Industries. The judgment 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.
F-10
C.E.C. Industries, Corp. and Subsidiaries
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
9. GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed business objectives and
ultimately, upon its ability to attain future profitable operations. There
can be no assurance that the Company will be successful in obtaining
financing, or that it will attain positive cash flow from operations.
The Company has sustained substantial losses over the years, the ability of
the Company to continue as a going concern is in question.
F-11
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Brian Dvorak, certify that;
1. I have reviewed this annual report on Form 10-K of CEC
Industries, Corp.
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedure to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes
in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
/s/ Brian Dvorak
-------------------------------------------
Brian Dvorak
Chief Executive Officer
July 15, 2003
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Brian Dvorak, certify that;
1. I have reviewed this annual report on Form 10-K of CEC
Industries, Corp.
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedure to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes
in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
/s/ Brian Dvorak
-------------------------------------------
Brian Dvorak
Chief Financial Officer
July 15, 2003