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: 1/3/96
THE CANTON INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
I-9418 87-0509512
(Commission File Number) (IRS Employer Identification Number)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number, including area code)
ITEM 1. Changes in Control of Registrant
On October 24, 1995 and December 6, 1995, the board of directors (the
"Board") of The Canton Industrial Corporation, a Nevada corporation (the
"Company"), approved the terms of two stock option agreements (the
"Agreements"), that provide for the purchase of the Company's common stock (the
"Common Stock"). The Agreements were formally accepted on December 22, 1995 by
Investment Sanctuary Corporation, a Utah corporation ("ISC"), and A-Z
Professional Consultants, Inc., a Utah corporation ("A-Z").
The options granted to ISC serve as consideration for consulting
services and other advice previously rendered by ISC's agent, Richard Surber.
The services relate to the Company's growth strategy, potential business
relations and regulatory filings. The options granted to A-Z serve as
consideration for the forgiveness of debt and consulting services rendered
pursuant to prior contracts between the Company and A-Z. Those services include
and relate to the generation of new clients, expansion of existing clients
services and the Company's long term business plan. The options granted to ISC
and A-Z also encourage their continued assistance in the Company's affairs.
The terms of the Stock Option Agreements are as follows:
Investment Sanctuary Corporation
ISC was granted the right and Option to purchase all or any part of a
quantity of shares equivalent to 25% of the Company's issued and
outstanding shares of Common Stock; the exercise price of each share
obtained pursuant to the Agreement is fifty-nine cents ($0.59), which
was the market price of the Common Stock on October 24, 1995; the Option
may be exercised in whole or in part, at any time prior to 12:00 P. M.
on October 24, 2000; all Common Stock issued Company pursuant to the
Agreement to ISC shall be restricted pursuant to Rule 144 of the
Securities Act of 1933, as amended.
A-Z Professional Consultants, Inc.
A-Z was granted the right and Option to purchase all or any part of a
quantity of shares equivalent to 26% of the Company's issued and
outstanding shares of Common Stock; the exercise price of each share
obtained pursuant to the Agreement is fifty-nine cents ($0.59), which
was the market price of the Common Stock on October 24, 1995; the Option
may be exercised in whole or in part, at any time prior to 12:00 P. M.
on October 24, 2000; all Common Stock issued Company pursuant to the
Agreement to A-Z shall be restricted pursuant to Rule 144 of the
Securities Act of 1933, as amended.
As of January 3, 1996, neither ISC nor A-Z have exercised any of their
respective rights under the Agreements and do not directly own any shares of the
Company's Common Stock. However, Richard Surber, the sole shareholder of ISC and
president of both ISC and A-Z, as well as the chief executive officer of the
Company, personally owns 137,240 shares or 2.39 % of the Company's Common Stock.
Allen Wolfson, the sole shareholder of A-Z and the uncle of Mr. Surber
personally owns 160,000 shares or 2.79% of the Company's Common Stock
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 30, 1995, the Company recieved the resignation notice of
its independent auditor Smith & Company.
Neither of Smith & Company's reports on the financial statements for
the past two years contained an adverse opinion or disclaimer of opinion, or was
modified as to uncertainty, audit scope or accounting principles. However, the
financial statements included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1993, prepared by Smith & Company, included a single
sentence expressing Smith & Company's doubt as to the Company's ability to
continue as a going concern.
There were no disagreements between Smith & Company and the Company on
any matter of accounting principles, financial statement disclosure or auditing
scope or procedure during the two most recent fiscal years and subsequent
period.
On January 2, 1996, the Company's Board engaged Andersen, Andersen &
Strong, L.C. to serve as the Company's new independent auditors. Andersen &
Strong are located at:
Andersen, Andersen & Strong, L.C.
Certified Public Accountants and Business Consultants
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
There were no consultations with the newly engaged accountant during
the last two fiscal years or subsequent interim period regarding any of the
information in Item 304(a)(2)(i) or 304(a)(2)(ii).
Item 7. Financial Statements and Exhibits
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the
Index to Exhibits beginning on page 5 of this Form 8-K, which is hereby
incorporated by this reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 3, 1996
The Canton Industrial Corporation
By: /s/ Steven A. Christensen, President
INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
MATERIAL CONTRACTS
10(i)(a) 6 Consulting Agreement dated August 30, 1995, between the
Company and A-Z Professional Consultants, Inc.
10(i)(b) 15 Stock Option Agreement dated December 22, 1995, granted
by the Company to A-Z Professional Consultants, Inc.
10(i)(c) 18 Stock Option Agreement dated December 22, 1995, granted
by the Company to Investment Sanctuary Corporation.
CHANGE IN CERTIFYING ACCOUNTANTS
16(i)(a) 21 Letter dated December 30, 1995, from Smith & Company,
Certified Public Accountants, notifying the Company of
their resignation as the Company's Certified
Independent Auditors.
16(i)(b) 22 Letter dated December 30, 1995, from Smith & Company,
Certified Public Accountants, confirming the fact that
the relationship between the Company and Smith &
Company has ceased.
16(i)(c) 23 Letter dated January 2, 1996, from Andersen, Andersen
and Strong confirming their engagement as the
Certified Independent Auditors of the Company.
16(i)(d) 25 Letter dated January 3, 1996 from Smith & Company,
stating that they are in agreement with the statements
contained in this Current Report on Form 8-K.