UNITED STATES OF AMERICA
In the Matter of
| ORDER MAKING FINDINGS |
AND IMPOSING SANCTION
The Securities and Exchange Commission's ("Commission") public files show that on June 20, 2000, NetAir.com, Inc. ("NetAir"), a Nevada corporation headquartered in Salt Lake City, Utah, filed a registration statement on Form 10-SB pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). On April 2, 2002, the Commission acting pursuant to Section 12(k) of the Exchange Act temporarily suspended trading in NetAir securities.1 See NetAir.com, Inc., 77 SEC Docket 878 (Apr. 2, 2002).
The Commission instituted this proceeding pursuant to Section 12(j) of the Exchange Act on July 31, 2002. The Order Instituting Public Proceedings ("OIP") alleged that NetAir is engaged in the business of aircraft appraisal and wholesaling via the Internet. The OIP further alleged that NetAir violated: (1) Section 13(a) of the Exchange Act, and Rule 13a-11 thereunder; (2) Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder; and (3) Section 21(a)(1) of the Exchange Act. I ordered a hearing for September 9, 2002.
NetAir's registered agent in Las Vegas, Nevada, accepted a copy of the OIP on September 5, 2002. Rule 220 of the Commission's Rules of Practice requires that NetAir file an answer to the OIP within twenty days of receipt of the OIP or by August 25, 2002. See 17 C.F.R. § 201.220. NetAir has not filed an answer to the OIP and has not communicated with my Office.
On August 27, 2002, the Division of Enforcement ("Division") filed pursuant to Rules 155(a)(2) and 220 of the Commission's Rule of Practice a Motion for Default, and a Memorandum In Support of the Motion ("Supporting Memorandum") that included several exhibits. See 17 C.F.R. §§ 201.155, .220. The Division seeks the revocation of NetAir's registration of common stock pursuant to Section 12(j) of the Exchange Act. The Supporting Memorandum includes a sworn Declaration of Margaret A. Cain, a Division attorney, who confirmed the allegations in the OIP based on her personal knowledge of the facts on August 26, 2002.
A Respondent who fails to answer, respond to a dispositive motion within the time provided, or otherwise defend the proceeding may be deemed to be in default. The Administrative Law Judge may then determine the proceeding against that respondent upon consideration of the record including the OIP, the allegations of which may be deemed to be true. See 17 C.F.R. § 201.155(a). NetAir is in default for failing to file a timely answer to the allegation in the OIP. See 17 C.F.R. §§ 201.155(a)(2), .220. I therefore find the allegations in the OIP to be true.
NetAir has violated Section 13(a) of the Exchange Act and Rule 13a-11 by (i) failing to file a Form 8-K disclosing that its only two officers and directors have resigned from the corporation, and that NetAir now has no officers or directors, and (ii) failing to file its first quarter Form 10-QSB.
NetAir violated Section 10(b) of the Exchange Act and Rule 10b-5 by making false and misleading statements in press releases dated March 19 and March 27, 2002, and Commission filings alleging that:
NetAir did not comply with the Order the Commission issued on May 1, 2002, pursuant to Section 21(a)(1) of the Exchange Act that required NetAir to file by May 23, 2002, a statement under oath as to these matters that are the subject of a Commission investigation.
In view of these findings, I conclude that it is necessary and appropriate for the protection of investors to revoke the registration of the common stock of NetAir.
I GRANT the Motion for Default and ORDER, pursuant to Section 12(j) of the Securities Exchange Act of 1934, that the common stock registration of NetAir.com, Inc., be, and hereby is, revoked effective immediately.
Brenda P. Murray
Chief Administrative Law Judge
|1||The Commission acted because of questions about the accuracy of statements in NetAir's Form 10-KSB for the period ended December 31, 2001, and in press releases, concerning: (1) NetAir's ability to commence business operations; (2) the qualifications of NetAir's secretary, Robert Waddell, to perform aircraft appraisals, its purported core business activity; and (3) the identity of persons in control of NetAir's operations and management. See NetAir.com, Inc., 77 SEC Docket 878 (Apr. 2, 2002).|
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