UNITED STATES OF AMERICA
|In the Matter of
|ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING CEASE-AND-DESIST ORDER|
The Commission deems it appropriate that cease-and-desist proceedings be instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act"), with respect to Monarch Investment Properties, Inc., formerly known as Iron Holdings, Inc. ("Monarch") and Anthony E. Gurino ("Gurino").
In anticipation of these proceedings, Monarch and Gurino have each submitted an Offer of Settlement ("Offer"), both of which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings contained herein, except that Monarch and Gurino admit the jurisdiction of the Commission over each of them and the subject matter of this proceeding and the matters described in paragraphs III.A. and III.B. of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Cease-and-Desist Order ("Order"), Monarch and Gurino have consented to the findings and sanctions set forth below.
Accordingly, IT IS ORDERED that proceedings pursuant to Section 21C of the Exchange Act be, and they hereby are, instituted.
On the basis of this Order and the Offers submitted by Monarch and Gurino, the Commission finds that:1
A. Gurino is 48 years of age and a resident of the State of New York. He is the controlling person and sole officer and director of Monarch.
B. Monarch is a Nevada corporation headquartered in Ozone Park, New York. Its common stock was registered with the Commission pursuant to Section 12(g) of the Exchange Act from August 1994 through February 1999.
C. On April 21, 1997, Monarch entered into stock option agreements with four different consulting companies for public relations services. The option agreements provided that Monarch would issue a total of one million shares of common stock to the consulting companies at an exercise price of $.01 per share (the "consulting options").
D. Also on April 21, 1997, Monarch granted an option for 2,800,000 shares to Anchor Capital Management, Ltd. ("Anchor"), an offshore entity, at a cost of $28,000 with an exercise price of $1.50 per share. This price, according to Monarch's Form 10-KSB, was established pursuant to arm's length negotiations.
E. At the time the option agreements and the Anchor agreement were signed, Monarch's stock was not yet trading publicly. Trading in its shares began on June 26, 1997, on the OTC Bulletin Board at $1.00 bid, $1.50 ask.
F. The exercise price for the consulting options, $.01 per share, was far less than the fair value of the underlying shares, given (1) the $1.50 per share price concurrently granted to Anchor in an arm's length transaction; and (2) the price at which the stock opened for trading.
G. In its financial statements for the six month transition period ended June 30, 1997, Monarch failed to include in its statement of operations any expense item that would reflect the difference between the price at which the consulting options were issued and the fair value of the underlying shares at the time they were issued. These financial statements were included in Monarch's Form 10-KSB which Gurino caused Monarch to file with the Commission on or about October 9, 1997.
H. Monarch's failure to record such an expense and include certain disclosures associated with the issuance of the consulting options caused the financial statements of Monarch, as contained in its Form 10-KSB for their transition period ended June 30, 1997, and subsequent filings, to deviate from Generally Accepted Accounting Principles and to materially misrepresent its financial condition and results of operations.
I. Gurino signed the option agreements on behalf of Monarch and signed Monarch's periodic filings with the Commission as its responsible accounting person. On behalf of Monarch, he also provided all relevant financial information to the auditors and signed the management representation letter on which they relied in issuing their audit opinion.
J. Gurino caused Monarch to fail to, and Monarch did fail to, make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflected the transactions and dispositions of the assets of Monarch, as more particularly described in paragraphs III. C. through I. above.
K. Gurino caused Monarch to fail to devise and maintain, and Monarch did fail to devise and maintain, a system of internal accounting controls sufficient to provide reasonable assurances that: (1) transactions were executed in accordance with management's general or specific authorization, (2) transactions were recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (ii) to maintain accountability for assets as more particularly described in paragraphs III. A. through I. above.
L. Gurino and Monarch caused Monarch's books, records or accounts to be falsified, as more particularly described in paragraphs III. A. through I. above.
M. By the conduct described in paragraphs A. through L. above, (1) Monarch violated Sections 10(b), 13(a) and 13(b) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder; and (2) Gurino violated Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and caused violations of Sections 13(a) and 13(b) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.
In view of the foregoing, it is appropriate to impose the sanctions agreed to in the Offers submitted by Monarch and Gurino. Accordingly,
IT IS ORDERED, pursuant to Section 21C of the Exchange Act, that Monarch and Gurino cease and desist from committing or causing any violations and any future violations of Sections 10(b), 13(a) and 13(b) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 promulgated thereunder.
By the Commission.
Jonathan G. Katz
1 The findings herein are made pursuant to Respondents' offers of settlement and are not binding on any other person or entity in this or any other proceeding.
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