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U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release. No. 45821 / April 25, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10767

PROCEEDING INSTITUTED AGAINST THE S.I.N.C.L.A.R.E. GROUP, INC.

The Commission announced that it has instituted an administrative proceeding against The S.I.N.C.L.A.R.E. Group, Inc., now a defunct Delaware corporation, seeking revocation or suspension of the registration of its common stock. In the Order Instituting Proceedings And Notice of Hearing ("Order"), the Division of Enforcement ("Division") alleges, among other things, that Sinclare has failed to file mandatory annual or quarterly reports for any fiscal period subsequent to its fiscal quarter ended October 31, 1996, has failed to file certain mandatory current reports, and has made false and misleading statements concerning the validity of its corporate status in a press release dated August 30, 1999 and a corporate website, www.uscement.com, from at least February 2000 to the present. The Order further alleges that Sinclare thereby failed to comply with Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-1, 13a-11 and 13a-13 thereunder. The proceedings were instituted under Section 12(j) of the Exchange Act.

A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Sinclare an opportunity to dispute these allegations, and to determine whether it is necessary and appropriate for the protection of investors to revoke or suspend the registration pursuant to Section 12(g) of the stock of Sinclare.


http://www.sec.gov/litigation/admin/34-45821.htm


Modified: 04/25/2002