UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
September 28, 2001
CECS CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-17001 52-1529536
(State of Incorporation) (Commission File No.) (IRS EIN)
121 Vine Street
Seattle, Washington 98121
(Address of principal executive offices)
206-443-6948
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
CECS CORP.
Form 8-K
ITEM 4. Changes in Registrant's Certifying Accountant.
In a letter dated September 20, 2001, Miller and Co. LLP("Miller")
advised CECS CORP. (the "Company") that Miller was terminating the client-
auditor relationship with the Company and would not stand for re-election.
During the Company's two (2) most recent fiscal years and any subsequent
interim period preceding such termination, there were no disagreements
between Miller and the Company on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures,
which disagreement(s), if not resolved to the satisfaction of Miller, would
have caused Miller to make reference to the subject matter of the
disagreement(s) in connection with its report. Miller's accountant's report
on the financial statements for the two (2)years ended December 31, 2000,
contained no adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles,
except as follows:
Miller's auditors' report on the financial statements of the Company
and its subsidiaries as of and for the year ended December 31, 2000,
contained a separate explanatory paragraph stating as follows:
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company is a development stage
enterprise, and suffered recurring losses from operations for the years
ended December 31, 2000 and 1999. Those conditions raise substantial
doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 3. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Miller's auditors' report on the financial statements of the Company
and its subsidiaries as of and for the year ended December 31, 1999,
contained a separate explanatory paragraph stating as follows:
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note
B to the financial statements, the Company suffered recurring losses
from operations and had a working capital deficiency at December 31,
1999. Those conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters
are also described in Note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
The Company has not been advised by Miller that (i) internal controls
necessary for the Company to develop reliable financial statements do not
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exist;(ii) information has come to Miller's attention that has led it to no
longer be able to rely on management's representations, or that has made them
unwilling to be associated with the financial statements prepared by
management; (iii) Miller needs to significantly expand the scope of its audit
during such time period; and (iv) information has come to Miller's attention
that what it has concluded materially impacts the fairness or reliability of
either (a) a previously issued audit report or the underlying financial
statements; or (b) the financial statements issued or to be issued covering
the fiscal period(s) subsequent to the date of the most recent financial
statements covered by an audit report.
A copy of this Report on Form 8-K has been furnished to Miller pursuant
to Item 304(a)(3) of Regulation S-K under the General Rules and Regulations
of the Securities Act of 1933, as amended. The Company has requested Miller
to furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether Miller agrees with the statements made by the
Company, and, if not, stating in which respects it does not so agree. The
Company has requested any such letter to be submitted to it as promptly as
possible so that any such letter may be filed by the Company within ten (10)
days following the filing of this Report. Any such letter will be filed by
Amendment to this Report within two (2) business days after receipt of such
letter.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 16-01 Letter of Miller and Co. LLP dated September 20, 2001
addressed to Tracy M. Shire [sic] of CECS Corp. [sic].
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on form 8-K for the report date
indicated to be signed on its behalf by the undersigned thereunto duly
authorized.
CECS CORP. (Registrant)
September 27, 2001 /s/ Tracy M. Shier, President and CEO
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(Date)
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