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SEC LITIGATION RELEASE
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EXTRACTED KEY WORDS
SECURITIES COMMISSION FILINGS AXIOM SECURITY SOLUTIONS EXCHANGE UTAH ACT CIVIL COMPLAINT PAUL DISTRICT INJUNCTIONS OFFICER REPORTING DISGORGEMENT PENALTIES ALLEGES VIOLATIONS DEFUNCT SHAREHOLDER SHELL S-8 PROCEEDS S-8 OFFERING ENTRY THEREUNDER SERVING PREJUDGMENT THEREON |
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SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 15096 / September 30, 1996
S.E.C. v. Axiom Security Solutions, Inc. and Paul L. Parshall,
Civil Action No. 2:96CV-0825J (U.S.D.C., D. Utah)
The Securities and Exchange Commission announced the filing
of a Complaint in the United States District Court for the
District of Utah, on September 27, 1996, seeking permanent
injunctions against Axiom Security Solutions, Inc. and Paul L.
Parshall. The Commission's Complaint also seeks to bar Parshall
from acting as an officer or director of a reporting company and
seeks disgorgement and civil money penalties from Parshall.
The Commission's Complaint alleges violations of the
antifraud provisions of Securities Act of 1933 and the Securities
Exchange Act of 1934. The Commission alleges that Parshall set
up a new Utah corporation, Republic International Corporation
("New Republic"), to assume the identity of a defunct, but
publicly traded, Utah corporation with the same name ("Old
Republic"). Through his own transfer agent, TransGlobal
Securities, Inc., and working from a shareholder list for Old
Republic, Parshall issued common stock in New Republic in the
names of the shareholders of the defunct Old Republic and then
sold the newly created shell corporation to Axiom Security
Solutions, Inc., a private company, as a vehicle for taking it
public.
In addition, Parshall had New Republic assume the identity
of Old Republic for purposes of delivering information to market
makers and making filings with the Commission. Parshall prepared
filings on Forms 10-K and 10-Q and caused New Republic to file
them with the Commission. These filings falsely represented that
New Republic was, in fact, Old Republic.
Finally, after its merger with the New Republic shell, Axiom
Security Solutions, Inc. made filings on Forms 8-K and S-8 which
contained material misrepresentations regarding the use of
proceeds from the S-8 offering.
Parshall and Axiom have consented to the entry of
injunctions against them from further violations of Section 17(a)
of the Securities Act and Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder. In addition, Parshall has consented to be
barred from serving of an officer or director of a company filing
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