Here's the last filing HCCA did:
HEXAGON CONSOLIDATED COMPANIES OF AMERICA INC
Form: 8-K Filing Date: 11/1/2001
TYPE: 8-K OTHERDOC
SEQUENCE: 1
FILENAME: hcca8k.txt
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 (Date of earliest event reported):
September 1 , 2001
Commission file number
0-29006
Hexagon Consolidated Companies of America, Inc.
(Exact name of registrant as specified in its charter)
Nevada 62-1210877
(I.R.S. Employer
of incorporation or Identification No.)
organization)
100 North Arlington, Suite 22F Reno, NV 89502
Registrant's Telephone number, including area code: (775) 324-4852
Item No. 2. Acquisition or Disposition of Assets.
On or about July 27, 2001, the Company entered into a
settlement agreement with Robert R. Krilich, Sr., The R.K. Company, Royce Realty
& Management Corpo., The Rainbow Group, The Senior Group, Gregory Loesch,
Roseann Loesch, The Abuello Company, LTD., hereinafter collectively referred to
as ("Krilich") the closing of which took place on October 7, 2001. Pursuant to
the terms of that settlement agreement, the Company is not allow to disclose the
settlement terms outlined in the agreement except as may be required in its
filings with the Securities and Exchange Commission. The Commission's
regulations require the Company to disclose certain information regarding the
acquisition or disposition of a significant amount of assets. Given that
requirement, the Company includes the following information in this Form 8-K:
Between 1993 and 1995 the Company and Kirlich entered into a series of
agreements for the purpose of exchanging stock in the Company for certain assets
owned or controlled by Krilich as set forth in the Schedule A of the Amended and
Restated Exchange Agreement dated June 5, 1995 ("Exchange Agreement").
Disputes between the Company and Krilich arose and certain lawsuits
were initialed by the parties, beginning in 1997, in the Circuit Courts of Du
Page County and Cook County, Illinois and in the United States District Court,
Middle District of Tennessee, Nashville Division (the discussion of these
matters is contained in the Company's Second Amended Form 10-SB of December 15,
1999 and is incorporated by reference).
Pursuant to the Settlement Agreement, the Company received from Krilich
the following:
(A) The release of all interest and reconveyance by assignment to the
Company of all Company stock issued per the terms of the Exchange Agreement and
the Company stock issued to Krilich's daughter and son-in-law Roseanne and
Gregory Loesch.
(B) The payment to the Company of five million dollars ($5,000,000)
cash.
(C) The release of the Company from any and all obligations contained
in the Exchange Agreement and any other agreements with the Company.
(D) An offer to sell one-half (1/2) of the Company's American
Independent Network trade due bills (AIN credits) for a sum of not less than ten
million dollars ($10,000,000) with one-half (1/2) of the net proceeds payable to
the Company. Krilich has one (1) year to sell the AIN credits. Krilich also has
two (2) years from the date of the Settlement Agreement to purchase the other
half of the AIN credits for the amount of two million five hundred thousand
dollars ($2,500,000).
Pursuant to the Settlement Agreement, Krilich received from the Company
the following:
(A) The reconveyance and transfer of all the Company's interest in
all of the Exhange Agreement Property.
(B) The retention of 17,187,500 shares (17,188 shares after a previous
reverse split) by Krilich of the Company stock which Krilich had received from a
third party as collateral for a loan. Krilich is prohibited from using this
stock as a basis for litigation against the Company.
(C) The release of Krilich from any and all obligations contained in
the Exchange Agreement and any other agreements with the Company.
All parties agreed to a dismissal of all litigation. The closing date
set forth in the Settlement Agreement was October 7, 2001.
Item No. 4. Change in Registrant's Certifying Accountant.
On September 1, 2001, the Company engaged Forbush and Associates of
Reno, Nevada to act as the Company's principal independent accountants. In this
regard, the Company replaced its former independent account, W. Dale McGuie of
Reno, Nevada.
The Registrant's former accountant, W. Dale McGhie did not resign and
did not decline to stand for reelection. The former accountant simply was
replaced as of September 1, 2001. The decision to change accountants was
recommended and approved by the Company's Board of Directors.
Reports prepared by the Registrant's principal accountant on the
Registrant's financial statements for the past two (2) years, have not contained
an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles, except as follows:
1. The Independent Auditor's Report prepared by W. Dale McGhie in
connection with the Company's financial statements as of September 30, 1999,
December 31, 1996, 1997, and 1998, contained the following statement:
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern, as
discussed in Note 4 to the financial statement. A majority of
the Company's assets consist of mineral inventories and
mineral properties with a carrying value of $269,424,722.
Recovery of the Company's mineral inventories is dependent
upon the extraction and recovery of mineral ore in an
economical fashion. The financial statements do not include
any adjustments that might result in a negative outcome as a
result of this uncertainly.
Note 4 of those financial statements, under the heading "ORGANIZATION AND NATURE
OF BUSINESS," stated: As discussed in Note 1, the company has been in the development stage
since June 29, 1993. A major portion of its assets includes mineral
inventories valued at $200,049,727, and mining claims located in San
Bernardino County, California valued at $69,375,000. Realization of a
major portion of these assets is dependent upon the company's ability
to successfully liquidate the mineral inventory. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty. These factors raise concern about the
company's ability to continue as a going concern. It is management's
intention to raise additional capital through a) leasing of the MedAway
machines (Note 1), b) sale of some or all of the ore inventory (Note
5), c) sale of some of the advertising trade credits (Note 2), and d) a
private placement of securities.
None of the following events have occurred within the Registrant's two
(2) most recent fiscal years, or in any subsequent interim period preceding the
former accountant's replacement:
(A) The registrant's accountant, or former accountant, having advised
the registrant that the internal controls necessary for the registrant to
develop reliable financial statements do not exist;
(B) the registrant's accountant, or former accountant having, advised
the registrant that information has come to the accountant's attention that has
led it to no longer be able to rely on management's representations, or that has
made it unwilling to be associated with the financial statements prepared by
management;
(C)(1) the registrant's accountant, or former accountant, having
advised the registrant of the need to expand significantly the scope of its
audit, or that information has come to the accountant's attention during the
time period covered by Item 304(a)(1)(iv) of Regulation S-K, that if further
investigated may (i) materially impact the fairness or reliability of either; a
previously issued audit report or the underlying financial statements, or 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 (including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (ii) cause it to be
unwilling to rely on management's representations or be associated with the
registrant's financial statements, and (2) due to the accountant's resignation
(due to audit scope limitations or otherwise) or dismissal, or for any other
reason, the accountant did not so expand the scope of its audit or conduct such
further investigation; or
(D)(1) the registrant's accountant, or former accountant, having
advised the registrant that information has come to the accountant's attention
that it has concluded materially impacts the fairness or reliability of either
(i) a previously issued audit report or the underlying financial statements, or
(ii) 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 (including information that, unless resolved to the
accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and (2) due to the accountant's
resignation, dismissal or declination stand for re-election, or for any other reason, the issue has not been resolved to the accountant's satisfaction prior
to its resignation, dismissal or declination to stand for re- election.
Item No. 7. Financial Statements and Exhibits
(a) Financial Statements: Financial statements reflecting the funds
received from the settlement identified in Item 2 above are not included herein.
Such financials statements shall be included in an appropriate amendment of this
Form 8-K.
(c) Exhibits:
(16) Letter on change in certifying accountant. Unavailable at time
of filing. Will be included in an amended filing.
SIGNATURES
----------
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 hereunto duly authorized.
Date: October 31, 2001
HEXAGON CONSOLIDATED COMPANIES OF
AMERICA, INC.
By: /s/ Maurice Furlong
--------------------------------
Maurice Furlong
President and Chairman of the Board
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