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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 48362 / August 19, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11183


In the Matter of

RGW ACQUISITION CORPORATION I,
RGW ACQUISITION CORPORATION II,
RGW ACQUISITION CORPORATION III,
RGW ACQUISITION CORPORATION IV,
RGW ACQUISITION CORPORATION V,
RGW ACQUISITION CORPORATION VI,
RGW ACQUISITION CORPORATION VII,
RGW ACQUISITION CORPORATION VIII,
RGW ACQUISITION CORPORATION IX,
RGW ACQUISITION CORPORATION X


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ORDER MAKING FINDINGS AND REVOKING REGISTRATION BY DEFAULT

SUMMARY

This Order revokes the registration of the common stock of RGW Acquisition Corporation I, RGW Acquisition Corporation II, RGW Acquisition Corporation III, RGW Acquisition Corporation IV, RGW Acquisition Corporation V, RGW Acquisition Corporation VI, RGW Acquisition Corporation VII, RGW Acquisition Corporation VIII, RGW Acquisition Corporation IX, and RGW Acquisition Corporation X ("Respondents" or "RGW Acquisition Corporations I - X"). The revocation is based on Respondents' repeated failure to file required periodic reports with the Securities and Exchange Commission ("Commission").

I. BACKGROUND

The Commission initiated this proceeding on July 16, 2003, with an Order Instituting Proceedings ("OIP"), pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act"). The OIP alleges that Respondents' common stock was registered under Section 12(g) of the Exchange Act in 2000, and that they failed to file required annual and quarterly reports since then. Respondents were served with the OIP on July 25, 2003. Each failed to file an answer, due twenty days after service of the OIP. See 17 C.F.R. § 201.220(b); OIP at 2. A Respondent who fails to file an answer to the OIP may be deemed to be in default, and the administrative law judge may determine the proceeding against him. See 17 C.F.R. §§ 201.155(a), .220(f). Thus, RGW Acquisition Corporations I - X are in default, and the undersigned finds that the allegations in the OIP are true.

II. FINDINGS OF FACT

RGW Acquisition Corporations I - X registered their common stock pursuant to Section 12(g) of the Exchange Act on Form 10-SB filings in October 2000. The registrations became effective in December 2000. Since that date RGW Acquisition Corporations I - X have not filed any annual reports on Form 10-KSB or quarterly reports on Form 10-QSB.1

III. CONCLUSIONS OF LAW

By failing to file their required annual and quarterly reports, RGW Acquisition Corporations I - X violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13.

IV. SANCTION

Revocation of the registration of the common stock of RGW Acquisition Corporations I - X will serve the public interest and the protection of investors, pursuant to Section 12(j) of the Exchange Act. It accords with Commission precedent and sanction considerations set forth in Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979), and with the sanctions imposed in similar cases in which corporations violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 by failing to file required Quarterly and Annual Reports. See Hamilton Bancorp, Inc., 79 SEC Docket 2680 (A.L.J. Feb. 24, 2003); see also WSF Corp., 77 SEC Docket 1831 (A.L.J. May 8, 2002).

RGW Acquisition Corporations I - X violated a crucial provision of the Exchange Act. The purpose of the periodic reporting requirements is to publicly disclose current, accurate financial information about an issuer so that investors may make informed decisions:

The reporting requirements of the Securities Exchange Act of 1934 is the primary tool which Congress has fashioned for the protection of investors from negligent, careless, and deliberate misrepresentations in the sale of stock and securities. Congress has extended the reporting requirements even to companies which are "relatively unknown and insubstantial."

SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977) (quoting legislative history).

Respondents' violations were recurrent, egregious, and deprived the investing public of current and accurate financial information on which to make informed decisions.

V. ORDER

IT IS ORDERED that, pursuant to Section 12(j) of the Exchange Act, 15 U.S.C. § 78l(j), the REGISTRATION of the common stock of RGW Acquisition Corporation I, RGW Acquisition Corporation II, RGW Acquisition Corporation III, RGW Acquisition Corporation IV, RGW Acquisition Corporation V, RGW Acquisition Corporation VI, RGW Acquisition Corporation VII, RGW Acquisition Corporation VIII, RGW Acquisition Corporation IX, and RGW Acquisition Corporation X IS REVOKED.

______________________________
Carol Fox Foelak
Administrative Law Judge

 


1 Forms 10-KSB and 10-QSB may be filed, in lieu of Forms 10-K and 10-Q, by a company that is a "small business issuer." See 17 C.F.R. § 228.10(a).

 

http://www.sec.gov/litigation/admin/34-48362.htm


Modified: 08/19/2003