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1
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SEC ADMINISTRATIVE PROCEEDING
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EXTRACTED KEY WORDS
EXCHANGE ACT ALLEGES REPORTS SECURITIES EXCHANGE ACT COMMISSION ENFORCEMENT PROCEEDING PURSUANT ANNUAL REPORTS MARTIN PRINCIPALS TRANSACTION GAIN DISCLOSE LACKED PROFESSIONAL INDEPENDENCE JEFFREY CONTROL SHAM SALE-LEASEBACK TRANSACTION THOMAS TEDROW SOLD REAL PROPERTY AM-PAC INFLATED PRICE FOREGOING THEREUNDER ADMINISTRATIVE LAW JUDGE ALLEGATIONS REGISTRATION PURSUANT COMMON STOCK |
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 44389 / June 5, 2001
Accounting and Auditing Enforcement
Release No. 1401 / June 5, 2001
Administrative Proceeding
File No. 3-10503
In the Matter of Am-Pac International, Inc.
On June 5, 2001, the Commission issued an Order Instituting Public
Proceedings and Notice of Hearing Pursuant to Section 12(j) of the
Securities Exchange Act of 1934 against Am-Pac International, Inc. In
the Order, the Division of Enforcement ("Division") alleges that
Am-Pac's annual reports on Forms 10-KSB for the six-month transition
period ended December 31, 1996, and for 1997, were materially false
and misleading because they failed to disclose that Am-Pac's auditors
lacked professional independence and that Jeffrey D. Martin was an
Am-Pac principal and control person. It is also alleged that Am-Pac
engaged in a sham sale-leaseback transaction in which its principals,
Thomas L. Tedrow and Martin, "sold" certain real property Am-Pac owned
to themselves at an inflated price and "leased" it back, then
recognized a material gain on the transaction. The Division alleges
that Am-Pac touted the gain in a press release and in reports with the
Commission for the 1997 second and third quarter. The Division further
alleges that Am-Pac has failed to file any quarterly or annual reports
since the quarter ended September 30, 1998, and its quarterly reports
for the second and third quarter of 1997 and 1998 were filed late.
As a result of the foregoing, the Division alleges that Am-Pac failed
to comply with Sections 10(b), 13(a) and 13(b)(2)(A) of the Exchange
Act, and Rules 10b-5, 13a-1 and 13a-13 thereunder.
A hearing before an administrative law judge will be scheduled to
determine whether the allegations against Am-Pac are true and, if so,
to determine whether the registration pursuant to Section 12(g) of the
Exchange Act of the common stock of Am-Pac should be revoked.
_________________________________________________________________
Modified 06/06/2001
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