SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SECURITIES EXCHANGE ACT OF 1934 RELEASE NO. 38691 / May 29, 1997 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 919 / May 29, 1997 Administrative Proceeding File No. 3-9322 ADMINISTRATIVE PROCEEDINGS IN THE MATTER OF COMBINED COMPANIES INTERNATIONAL CORP. The Securities and Exchange Commission today announced the institution of administrative proceedings pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Combined Companies International Corp. ("CCIC"), of Las Vegas, Nevada. The purpose of the proceedings is to determine whether CCIC violated provisions of the Exchange Act, and to determine whether the registration of CCIC's securities should be revoked. The Division of Enforcement ("Division") alleges that CCIC has violated Section 13(a) of the Exchange Act, and Rules 12b-25, 13a-1 and 13a-13, by not filing: (i) an Annual Report on Form 10-K for its fiscal year ended December 31, 1996; (ii) a Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (iii) a Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; and (iv) Notifications of Late Filing with respect to any of its delinquent required reports. The Division also alleges that on March 11, 1997, CCIC's independent auditor, Merle S. Finkel ("Finkel"), withdrew the audit reports he issued on CCIC's financial statements for its fiscal years ended December 31, 1992, December 31, 1993, December 31, 1994, and December 31, 1995, notifying CCIC that the audit reports "should not be relied upon." According to the Division, CCIC has failed to amend its prior filed annual reports on Form 10-K to include audited financial statements, in violation of Section 13(a) of the Exchange Act and Rule 13a-1. A hearing will be scheduled to take evidence on the Division's allegations, to afford CCIC the opportunity to establish defenses to these allegations, and to determine whether CCIC's registration statement on Form 10, as amended, should be revoked. On May 19, 1997, the Commission ordered the temporary suspension, pursuant to Section 12(k) of the Exchange Act, of trading in the securities of CCIC, which concludes at 11:59 p.m. EDT on June 2, 1997. The Commission ordered this trading suspension because of questions raised as to the adequacy and accuracy of publicly-disseminated information concerning, among other things: (1) assets reported on CCIC's financial statements, which were included in a registration statement and periodic reports filed with the Commission; (2) the lack of audited financial statements included ======END OF PAGE 1====== in a registration statement and periodic filings of CCIC; (3) the failure by CCIC to make required periodic and other filings with the Commission; and (4) the market for the securities of CCIC. The Commission determined that the public interest and the protection of investors requires a suspension of trading in CCIC securities. See Securities Exchange Act Rel. No. 38653 (May 19, 1997). On March 12, 1997, the Commission filed a Complaint in the United States District Court for the District of Columbia against Merle S. Finkel. The Complaint alleges that Finkel issued materially false and inaccurate audit reports on the financial statements of CCIC and two other publicly- traded companies, Systems of Excellence, Inc. and Twenty First Century Health, Inc. Finkel withdrew all of the audit reports he issued for these three companies. Finkel, without admitting or denying the allegations of the Complaint, consented to the entry of a permanent injunction and a Commission order pursuant to Rule 102(e) of the Commission's Rules of Practice denying him the privilege of appearing or practicing before the Commission as an accountant. Finkel also pleaded guilty to a one-count criminal information charging him with conspiracy to commit securities fraud and bank fraud in connection with a scheme involving the creation of false financial reports on behalf of CCIC, TFCH and EMS Products International Corporation. See SEC v. Merle S. Finkel, Lit Rel. 15286 (March 12, 1997). ======END OF PAGE 2======