SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For the quarter ended June 30, 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
Indicate by check mark whether the registrant (1) 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 _____
For the quarter ended June 30, 2003 Commission file number 0-16734
INDEX
PART I - FINANCIAL INFORMATION Page No
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30, 2003 and
March 31, 2003 3
Consolidated Interim Statement of Operations
for the three months ended June 30, 2003 and 2002 4
Consolidated Statement of Cash Flows for the
three months ended June 30, 2003 and 2002 5
Consolidated Statement of Changes in Stockholders'
Equity from April 1, 1999 to June 30, 2003 6
Notes to Financial Statements 7 - 12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults by the Company upon its
Senior Securities 12
Item 4. Submission of Matter to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports of Form 8-K 12
SIGNATURES 12
Page Two
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2003
- ------------------------------------------------------------------------------
June 30, 2003 March 31, 2003
(Unaudited) (Audited)
ASSETS
CURRENT
Cash $ 440 $ 495
Prepaid expenses - -
- ------------------------------------------------------------------------------
Total Current Assets 440 495
- ------------------------------------------------------------------------------
OTHER
Oil & Gas Interests 116,415 116,415
- ------------------------------------------------------------------------------
Total Assets $116,855 $116,855
- ------------------------------------------------------------------------------
LIABILITIES & STOCKHOLDERS EQUITY
CURRENT
Accounts Payable $775,586 $774,336
Judgement Payable 207,306 207,306
- ------------------------------------------------------------------------------
Total Current Liabilities 982,892 981,642
- ------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
issued and outstanding- none
Common Stock, par value $.001,
authorized 50,000,000
issued and outstanding - 37,409,707
(March 31, 2003 - 34,309,707) 2,076,090 2,072,990
Additional Paid in Capital 6,384,830 6,366,230
Deficit accumulated during
the development stage (9,326,957) (9,303,952)
- ------------------------------------------------------------------------------
Total Stockholders' Equity (866,037) (864,732)
- ------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $116,855 $116,910
- ------------------------------------------------------------------------------
-UNAUDITED-
See accompanying notes to financial statements
Page Three
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30,
(UNAUDITED)
- ------------------------------------------------------------------------------
2003 2002
ROYALTY REVENUE $ - $ -
- ------------------------------------------------------------------------------
OPERATING EXPENSES
General and Administrative 1,305 45
Consulting fees 21,700
- ------------------------------------------------------------------------------
Total Operating Expenses 23,005 45
- ------------------------------------------------------------------------------
NET LOSS FOR THE YEAR $ (23,005) $ (45)
- ------------------------------------------------------------------------------
Weighted average number of
shares outstanding - basic and fully diluted 35,508,608 409,707
-----------------------------
-----------------------------
Net loss per share - basic and fully diluted $ - $ -
-----------------------------
-----------------------------
-UNAUDITED-
See accompanying notes to financial statements
Page Four
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
JUNE 30,
(UNAUDITED)
- ------------------------------------------------------------------------------
2003 2002
Cash Flows From Operating Activities:
Net Loss for the period $ (23,005) $ (45)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock issued for services 21,700 -
Changes in assets and liabilities:
Increase in accounts payable 1,250 -
- ------------------------------------------------------------------------------
Net Cash Used in Operating Activities (55) (45)
- ------------------------------------------------------------------------------
Increase (Decrease)in cash (55) (45)
Cash and Cash Equivalents - Beginning of year 495 476
- ------------------------------------------------------------------------------
Cash and Cash Equivalents - End of year $ 440 $ 431
- ------------------------------------------------------------------------------
Supplementary Information
Interest paid $ 55 $ 45
Taxes paid $ - $ -
-UNAUDITED-
See accompanying notes to financial statements
Page Five
C.E.C. INDUSTRIES, CORP AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM APRIL 1, 1999 TO JUNE 30, 2003
(UNAUDITED)
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)
Issuance of S-8 stock
for services during period 3,100,000 3,100 18,600 21,700
Net loss for period -
June 30, 2003 (23,005) (23,005)
- --------------------------------------------------------------------------------------------
Balance - June 30, 2003 33,409,707 $2,076,090 $6,384,830 $(9,326,957) $(866,037)
- --------------------------------------------------------------------------------------------
See accompanying notes to financial statements-
Page Six
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
Page Seven
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..
Page Eight
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.
Page Nine
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.
Page Ten
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 June 30,
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.
Page Eleven
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.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Royalty income for the quarter ended June 30, 2003 were $0 compared to
royalty income for the quarter ended June 30, 2002 of $0. There were no
revenues during the quarter.
Selling, General and Administrative Expenses increased from $-45- in 2002 to
$1305 in 2003 due to the company's management's inquiries concerning possible
business acquisitions. Consulting Expenses increased from $0 in 2002 to
$21,700 in 2003 due to management's inquiries into business acquisitions. No
acquisitions have been concluded through this filing. There were no legal
expenses in 2003 or in 2002. Interest expenses were $-0- in 2001 and $0 in
2002 due to reduction in debt during previous years.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults by the company upon its Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
None
C.E.C. INDUSTRIES CORP.
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.
/s/ Brian Dvorak
- ------------------------
Brian Dvorak
Chief Executive Officer August 29, 2003
Page Twelve
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 quarterly report on Form 10-Q of CEC
Industries, Corp.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly 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
quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 quarterly 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
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 quarterly report on Form 10-Q of CEC
Industries, Corp.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly 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
quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 quarterly 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
August 29, 2003