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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. 49971 / July 6, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11535


In the Matter of

PINNACLE BUSINESS MANAGEMENT, INC.

Respondent.


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ORDER INSTITUTING PUBLIC PROCEEDINGS, MAKING FINDINGS, AND REVOKING REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it necessary and appropriate for the protection of investors that proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act"), against Pinnacle Business Management, Inc. ("Pinnacle" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has 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 and without admitting or denying the findings herein, except as to the Commission's jurisdiction over it and the subject matter of these proceedings, Respondent consents to the entry of this Order Instituting Public Proceedings, Making Findings, and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

A. Pinnacle (d/b/a "Serac Holdings") is a Carson City, Nevada holding company that was incorporated in 1997. Pinnacle acquired a public shell company in a reverse merger in March 2000, and traded on the OTC Bulletin Board until December 2000, when it was delisted. Since that time, it has been quoted on the "Pink Sheets" under the ticker symbol "PCBM." The common and preferred stock of Pinnacle have been registered under Section 12(g) of the Exchange Act.

B. Pinnacle has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, while its common stock was registered with the Commission. Pinnacle has not filed an Annual Report on Form 10-K since April 17, 2001, when it filed its annual report for the year ended December 31, 2000. Pinnacle has not filed any quarterly reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ending June 30, 2001.

C. Pinnacle's last filing of record with the Commission is a Form 8-K dated August 4, 2003. In this Form 8-K, Pinnacle announced that two officers had resigned and that the company had one remaining officer and director. This Form 8-K also disclosed "the company has no assets, no operating business and no sources of revenue."

D. On May 8, 2002, the Commission filed a civil action in the United States District Court for the Middle District of Florida, Tampa Division, alleging that on April 2, 2002, Pinnacle issued a false and misleading press release regarding a proposed spin-off of a Pinnacle subsidiary known as All Pro. In the press release, Pinnacle stated that after the spin-off to Pinnacle shareholders, All Pro would seek a listing on the American Stock Exchange and that its initial trading price would be $4.00 per share. The Commission's complaint alleged that Pinnacle lacked a reasonable basis for these statements. On December 15, 2003, the Court for the Middle District of Florida entered an order permanently enjoining Pinnacle from violating the antifraud provisions of the federal securities laws. Pinnacle consented to the injunction without admitting or denying the allegations in the Commission's complaint. Consequently, Pinnacle failed to comply with Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors to impose the sanction specified in Respondent's Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that registration of each class of Respondent's securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked.

By the Commission.

Jonathan G. Katz
Secretary

 

http://www.sec.gov/litigation/admin/34-49971.htm


Modified: 07/06/2004