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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549


FORM 10-KSB/A

(Mark One)


/x/

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended December 31, 2000

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number 000-17001


CECS CORP.
(Name of small business issuer in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  52-1529536
(I.R.S. employer identification No.)

111 Queen Anne Avenue North, Suite 501
Seattle, Washington

(Address of principal executive offices)

 

98109
(Zip Code)

Issuer's telephone number, including area code: (206) 279-9200

Securities registered under Section 12(b) of the Exchange Act:    NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)


    Check whether the issuer (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 / /

    Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. /x/

    Issuer's revenues for the year ended December 31, 2000:    $0

    Aggregate market value of the voting stock held by non-affiliates of the registrant based upon a price of $.01 per share, the closing price of the registrant's Common Stock at March 29, 2001:    $477,179

    For purposes of this calculation, all directors and officers of the registrant have been considered affiliates.

    Number of outstanding shares of Common Stock at March 29, 2001:    47,717,875

    Transitional Small Business Disclosure Format (check one): Yes / /  No /x/


DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the definitive proxy statement (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission relative to the Company's 2001 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.





PART III

    The information called for by Items 9-12 of Form 10KSB are contained in the definitive proxy statement (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission relative to the Company's 2001 Annual Meeting of Stockholders and is hereby incorporated by reference to the Definitive Proxy Statement, as filed.

Item 13. Exhibits, List and Reports on Form 8-K

(a)
Exhibits are listed in the Index to Exhibits appearing on Page E-1.

(b)
Reports on Form 8-K during the quarter ended December 31, 2000.  None


SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10KSB for the period ending December 31, 2000 to be signed on its behalf by the undersigned, thereunto duly authorized.

    CHOICES ENTERTAINMENT CORPORATION

Date: April 18, 2001

 

By:

/s/ 
TRACY M. SHIER   
Chief Executive Officer

Date: April 18, 2001

 

By:

/s/ 
TRACY M. SHIER   
Interim Chief Financial Officer

    In accordance with the Exchange Act, this report is signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ PATRICK HOWARD   
Patrick Howard
  Director   April 18, 2001

/s/ 
TRACY M. SHIER   
Tracy M. Shier

 

Director

 

April 18, 2001

/s/ 
THOMAS RENNA   
Thomas Renna

 

Director

 

April 18, 2001


INDEX TO EXHIBITS

Exhibit No.
  Description of Exhibit
3 (a) Certificate of Incorporation, as amended(1)
  (b) Certificate of Designations of Series C Preferred Stock, as amended(2)
  (c) Amended and Restated By-Laws,(13)
4   Form of certificate evidencing shares of Common Stock(14)
10 (a) Stock Option and Appreciation Rights Plan of 1987 (4)
   (b) Form of Long-Term Management Incentive Stock Option Agreement(5)
   (c) Form of 1991 Management Option Agreement(5)
   (d) Consulting Agreement between Registrant and Ronald W. Martignoni(6)
   (e) Severance Benefits Agreement, as amended, between Registrant and Lorraine E. Cannon(7)
   (f) Form of 1994 Management Option Agreement(7)
   (g) Non-Employee Director Stock Option Agreement between Registrant and Fred E. Portner(8)
   (h) Non-Employee Director Stock Option Agreement between Registrant and Fred E. Portner(9)
   (i) Non-Employee Director Stock Option Agreement between Registrant and James D. Sink(9)
   (j) Asset Purchase Agreement, dated December 16, 1996, as amended, between West Coast Entertainment Corporation and Registrant(10)
10.99 (a) Consulting Agreement between Registrant and Thomas Renna(11)
     (b) Letter of Intent to Acquire Republic Hotel Investors, Inc.(12)
     (c) Termination Contract with Republic Hotel Investors, Inc.(13)
     (d) Sublease Agreement between Northwest Strategies, Inc. and CECS, Inc. [sic.] dated May 25, 2000(14)
     (e) Private Placement Subscription Agreement dated January 12, 2000 re: Photochannel Networks Inc.(14)
     (f) Subscription Agreement re: Tridium Research, Inc. dated March 1, 2000(14)
     (g)(1) Promissory Note—Speaklink Inc. dated October 19, 2000(14)
     (g)(2) Promissory Note—Speaklink Inc. dated October 27, 2000(14)
     (h)(1) Fastvoice Term Sheet—Third Party dated October 31, 2000(14)
     (h)(2) Promissory Note—Fastvoice.com dated January 11, 2001(14)
21   Subsidiaries of Registrant(14)

(1)
Filed as an Exhibit to Registrant's Registration Statement on Form S-8 File No. 33-87016) and incorporated herein by reference.

(2)
Filed as an Exhibit to Registrant's 1996 Annual Report on Form 10-KSB, and incorporated herein by reference.

(3)
Filed as an Exhibit to Registrant's 1992 Annual Report on Form 10-K and incorporated herein by reference.

(4)
Filed as an Exhibit to Registrant's Registration Statement on Form S-1, inclusive of Post-Effective Amendment No. 1 thereto (File No.: 33-198983) and incorporated herein by reference.

(5)
Filed as an Exhibit to Registrant's Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No.: 33-32396), and incorporated herein by reference.

(6)
Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended September 30, 1997, and incorporated herein by reference.

(7)
Filed as an Exhibit to Registrant's 1993 Annual Report on Form 10-K, and incorporated herein by reference.

(8)
Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended March 31, 1996, and incorporated herein by reference.

(9)
Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended March 31, 1997, and incorporated herein by reference.

(10)
Filed as an Exhibit to Registrant's definitive Proxy Statement, dated February 11, 1997, with regard to a Special Meeting of Stockholders held on March 12, 1997, as further amended by Second and Third Amendments thereto filed as Exhibits to Registrant's Forms 8-K, dated April 28, 1997, and May 29, 1997, all of which Exhibits are incorporated herein by reference.

(11)
Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended June 30, 1999, and incorporated herein by reference.

(12)
Filed as an Exhibit to Registrant's Current Report on Form 8-K dated August 30, 1999 and incorporated herein by reference.

(13)
Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB, for the year ended December 31, 1999.

(14)
Filed herewith.



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DOCUMENTS INCORPORATED BY REFERENCE
PART III
SIGNATURES
INDEX TO EXHIBITS