UNITED STATES OF AMERICA
In the Matter of
Strata Coal Company
|ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS, MAKING FINDINGS, AND IMPOSING CEASE-AND-DESIST ORDER PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Strata Coal Company (f/k/a WesPac technologies Corp.) and Terrence A. Tecco.
In anticipation of the institution of these proceedings, Respondents have submitted an Offer of Settlement (the "Offer"), 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, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.1 et seq., and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934 ("Order"), as set forth below.
On the basis of this Order and Respondents' Offer, the Commission finds that:
1. Strata Coal Company ("Strata" or "the company") is a non-reporting Nevada shell corporation based in Frisco, Texas. Strata's shares are quoted on the Pink Sheets under the symbol SCOC. Until September 2002, the company was known as WesPac Technologies, at which time it changed its name to Strata.
2. Tecco is the sole officer, director, and employee of Strata and owns approximately 75% of its stock. At all times relevant herein, he was responsible for all aspects of Strata's operations, including preparation of press releases and placing information on the company's website. Tecco, age 49, is a resident of Frisco, Texas.
3. At all times relevant herein, Strata was a development-stage company that Tecco operated out of his home. It had no business operations, no income, and no revenue. From May 2001 through March 2002, the company issued five materially misleading press releases. Tecco drafted and issued each press release on behalf of the company and posted them on its website www.wespactech.com, which is now inoperative.
False and Misleading Press Releases
4. On May 23, 2001, the company announced that it had entered into an agreement to purchase the majority interest in a Guatemalan oil field development project. The press release stated that the project, when fully developed, would have the status of a "giant oil field" with over one billion barrels of oil. The press release omitted to state that the acquisition was contingent on financing, which the company had no reasonable expectation of obtaining.
5. On June 14, 2001, the company issued a press release announcing the purchase of 16 oil wells in west Texas. The release stated that these wells already had $7,500 cash flow per month with four wells partially in production. Strata claimed that it would immediately begin a re-working program on the field and that within 30 days it expected a net cash flow of $50,000 per month. On July 31, 2001, the company announced that production from the wells would be about 50 barrels per day and that it expected operations to begin in September 2001. Strata omitted to state that it had insufficient funds to operate the four partially producing wells following the purchase. Strata also omitted to state that it did not have the funds available to re-work any of the wells, that this re-working was contingent upon receiving outside financing, and that it had no reasonable basis to expect the necessary funding. The cash-flow and production projections were, therefore, unrealistic and misleading.
6. On July 30, 2001, Strata announced in a press release that funding for the purchase of an oil project in Texas had been placed in escrow and that the acquisition would add $162 million of proven reserves to Strata's assets. When the financing for this purchase fell through, however, Strata failed to correct or retract this press release and made no attempt to revise or delete the misleading information on the company's website.
7. Finally, on March 25, 2002, Strata announced in a press release a "letter of intent" to acquire a bio-waste processing plant in Pennsylvania with expected annual revenue of $5 million. The press release also announced the company's plan to develop a field adjacent to the plant that purportedly contained $20 million in natural gas reserves. Strata omitted to state that the acquisition of the plant and the development of the natural gas field were contingent upon financing and that the company had been unsuccessful in its attempts to obtain any financing. The annual revenue projection, therefore, was unrealistic and misleading.
8. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit, in connection with the purchase or sale of any security, making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
9. Respondents knew, or were reckless in not knowing, that the press releases described above were false and misleading at the time they were made.
10. Respondents committed or caused the violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by issuing the press releases described above.
In view of the foregoing, the Commission deems it appropriate to impose a cease-and-desist order as specified in Respondents' Offer.
ACCORDINGLY, IT IS ORDERED that:
Pursuant to Section 21C of the Exchange Act, Respondents shall cease and desist from committing or causing any violations and any future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
By the Commission.
Jonathan G. Katz
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