SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): August 14, 2002
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CECS CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-17001 52-1529536
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1925 Century Park East, 5th Floor, Los Angeles, California 90067
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE: (310) 364-4404
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(Not Applicable)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On August 14, 2002, the Board of Directors of CECS CORP. (the "Company")
authorized and approved the dismissal of Merdinger Fruchter Rosen & Company, PC
("MFRC") as the Company's independent accountants. On August 15, 2002 the
Company notified MFRC of the dismissal.
During the Company's two most recent fiscal years and any subsequent interim
period preceding the resignation, the Company has had no disagreements with its
former auditors, Miller and Co. LLP, or MFRC on any matter of accounting
principals or practices, financial statement disclosure or auditing scope or
procedure.
No accountants' report on the financial statements for either of the past two
years contained an adverse opinion or a disclaimer of opinion or was qualified
or modified as to uncertainty, audit scope or accounting principles, except for
the following going concern qualification:
"The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the
Company has no established source of revenue.
"As discussed in Note 2 to the financial statements, the Company's viability for
the foreseeable future is dependent upon its ability to find business
opportunities and raise needed capital. The Company's viability in raising
needed capital is seriously in question. In the event the Company is not
successful in securing needed capital in the near term, as to which no assurance
can be given, the Company does not believe that its viability as an ongoing
business is assured.
"This matter raises substantial doubt about the Company's ability to continue as
a going concern. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might result from this
uncertainty.
"Management is exploring merging or acquiring a company with viable operations."
The Company has appointed Stonefield Josephson, Inc. as its new independent
accountants.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(A) FINANCIAL STATEMENTS OF BUSINESS TO BE ACQUIRED. Not applicable.
(B) PRO-FORMA FINANCIAL INFORMATION. Not required.
(C) EXHIBITS.
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16.1 Letter on change of certifying accountant pursuant to Regulation
S-B Section 304(a)(3) dated September 11, 2002 and received
September 26, 2002. (Filed herewith.)
SIGNATURE
Pursuant to the requirements 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.
CECS CORP.
By: /s/ Valerie A. Broadbent
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Valerie A. Broadbent, President
Dated: September 27, 2002.
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