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U.S. Securities and Exchange Commission

Before the

Securities Exchange Act of 1934
Release No. 50455 / September 27, 2004

Admin. Proc. File No. 3-11687

In the Matter of

A.C.L.N. Limited,





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 A.C.L.N. Limited ("ACLN" or "Respondent").


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 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.


On the basis of this Order and Respondent's Offer, the Commission finds1 that:

1. ACLN is a Cyprus corporation with offices in Antwerp, Belgium. ACLN made filings with the Commission in which it stated that it engaged in the business of shipping used cars from Europe to Africa, and of selling new cars in Africa. The common stock of ACLN was registered under Section 12(g) of the Exchange Act on June 25, 1998. From July 18, 2001, until March 18, 2002, ACLN stock was registered under Section 12(b) of the Exchange Act and was traded on the New York Stock Exchange. It is currently quoted on the "Pink Sheets" disseminated by Pink Sheets LLC.

2. ACLN has failed to comply with Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rules 10b-5 and 12b-20 thereunder by including materially false and misleading information in filings, including financial statements that failed to conform with Generally Accepted Accounting Principles, as required by Commission Regulation S-X, in its annual reports on Form 20-F for the calendar years ended December 31, 1998, 1999, and 2000, in its registration statement on Form S-8 that became effective on April 10, 2000, and in its quarterly reports on Form 6-K for the first three quarters of 2001.

3. ACLN has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-16 thereunder, while its common stock was registered with the Commission, in that it has not filed an Annual Report on Form 20-F or periodic or quarterly reports on Form 6-K for any fiscal period subsequent to its fiscal quarter ended September 30, 2001.

4. ACLN has failed to comply with Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act by failing to make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflected the transactions and disposition of its assets, and by failing to maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles.


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 the 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



Modified: 09/27/2004