UNITED STATES OF AMERICA
In the Matter of
Sara Gomez de Ferro,
ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS, AND IMPOSING A CEASE-AND-DESIST ORDER
The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings against Sara Gomez de Ferro ("Gomez" or "Respondent") be instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement ("Offer") that the Commission has determined to accept. Solely for the purpose of this proceeding and without admitting or denying the findings set forth herein, except that Respondent admits the Commission's jurisdiction over her and over the subject matter of these proceedings, Respondent has consented to the entry of this Order Instituting Proceedings, Making Findings and Imposing a Cease-and-Desist Order ("Order") and to the entry of the cease-and-desist order set forth below.
On the basis of this Order and the Offer submitted by Respondent, the Commission finds that:
A. Gomez, age 54, resides in Palm Beach County, Florida.
B. In 1998, Hawa Communications, Inc. ("HawaCom") entered into agreements with three South American companies to acquire a majority interest in each company. However, in each case, either no transfer of ownership or registration required under relevant foreign law ever occurred. As a result, HawaCom never acquired any legally recognized ownership interest in any of the three companies.
C. Also in 1998, after the agreements described above, Gomez was appointed as a director of HawaCom and subsequently as corporate secretary. In 1999, Gomez received 5,000,000 shares of HawaCom stock which at that time represented 25% of the outstanding shares. On or about May 3, 1999, HawaCom's other directors voted to remove Gomez as an officer and director of HawaCom, although she retained her HawaCom stock.
D. From approximately October 1998 through March 2001 (the "relevant period"), HawaCom offered and sold securities. As part of the offer and sale of securities, HawaCom misrepresented that it had a majority ownership in all three South American companies.
E. During the relevant period, Gomez provided information that HawaCom had an ownership interest in all three South American companies to persons involved in the offer and sale of securities by HawaCom or affiliated corporations, Hawa Corporation and Hawa Medical, Inc. Gomez knew or should have known that the ownership claim was inaccurate.
F. As a result of the conduct described above, Gomez committed or caused violations of Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder.
In view of the foregoing, the Commission finds that it is appropriate to impose the sanction specified in the Offer.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Respondent Gomez cease and desist from committing or causing any violation and any future violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
By the Commission.
Jonathan G. Katz
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