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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
December 1, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11761


In the Matter of

Asset Equity Group, Inc.,
Household Direct, Inc.,
International Brands, Inc.,
Interspace Enterprises, Inc.,
J.S.J. Capital II, Inc.,
Mega Micro Technologies Group, Inc.,
S D E Holdings 2, Inc.,
Vertical Computer Systems, Inc., and
VSAT Net, Inc.,

Respondents.


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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING 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 public administrative proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”).

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENTS

1. Asset Equity Group, Inc. (“Asset Equity”) (CIK 1099136) is a Utah corporation with a class of securities registered with the Commission under Exchange Act Section 12(g). Asset Equity is delinquent in its periodic filings, having last filed a periodic report for the period ended December 31, 2001, and it has a delinquent status with the Utah Secretary of State. Asset Equity became a Commission registrant in a reverse merger with Navitec Group, Inc. (“Navitec”) on February 4, 2000. Navitec registered its common stock with the Commission pursuant to Exchange Act Section 12(g) on November 22, 1999, and its registration statement identified Anthony N. DeMint as its president. Asset Equity reported assets of $842,235, liabilities of $2,832,442, and a loss on continuing operations of $3,236,842 for the fiscal year ended December 31, 2001. Asset Equity’s stock (symbol “ASEQ”) is quoted on the Pink Sheets.

2. Household Direct, Inc. (“Household Direct”) (CIK 1043884) is a Delaware corporation with a class of securities registered with the Commission under Exchange Act Section 12(g). Household Direct is delinquent in its periodic filings, having last filed a periodic report for the period ending March 31, 2002. It became a Commission registrant through a reverse merger with Cross Check Corp. (“Cross Check”), a Colorado shell corporation, on March 20, 2000. Cross Check registered its common stock with the Commission under Exchange Act Section 12(g) on December 27, 1999, and its registration statement identified Scott A. Deitler as its secretary. Household Direct reported assets of $79,081, liabilities of $2,722,175, and a net loss of $373,032 for the quarter ended March 31, 2002. Household Direct’s stock (symbol “BYIT”) is traded on the over-the-counter market.

3. International Brands, Inc. (“International Brands”) (CIK 1099139) is a Nevada corporation with its last known headquarters in San Diego, California and a class of securities registered with the Commission under Exchange Act Section 12(g). International Brands is delinquent in its periodic filings, having last filed a periodic report for the period ending December 31, 2000,1 and it has a delinquent status with the Nevada Secretary of State. International Brands became a Commission registrant through a reverse merger with Tele Special.Com, Inc. (“TeleSpecial”) on January 12, 2000. Tele Special registered its common stock with the Commission under Exchange Act Section 12(g) on November 19, 1999, and its registration statement identified Anthony N. DeMint as its president. International Brands reported assets of $3,836,521, liabilities of $8,171,653, and a loss of $17,476,876 for the fiscal year ended December 31, 2000. International Brands (symbol “INBR”) is quoted on the Pink Sheets.

4. Interspace Enterprises, Inc. (“Interspace Enterprises”) (CIK 1098331) is a Colorado corporation with a class of securities registered with the Commission under Exchange Act Section 12(g). Interspace is delinquent in its periodic filings, having last filed a periodic report for the period ending September 30, 2002, and it has a delinquent status with the Colorado Secretary of State. It became a Commission registrant in a reverse merger with Marathon Marketing, Inc. (“Marathon”), a Colorado shell corporation, on April 17, 2000. Marathon registered its common stock with the Commission under Exchange Act Section 12(g) on December 10, 1999, and its registration statement identified Scott A. Deitler as its president. Interspace Enterprises reported assets of $42,897, liabilities of $977,249, and a net loss of $945,133 for the nine months ended September 30, 2002. Interspace Enterprises’s common stock (symbol “ITET”) is quoted on the Pink Sheets.

5. J.S.J. Capital II, Inc. (“J.S.J.”) (CIK 1104175) is a Nevada shell corporation with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). JSJ is delinquent in its periodic filings, having last filed a periodic report for the period ending April 30, 2000, and it has a revoked status with the Nevada Secretary of State. J.S.J.’s filings with the Commission state that Scott A. Deitler was its president until he resigned on May 12, 2000, when he was replaced by Anthony N. DeMint, though this change is not reflected in the records of the State of Nevada. The company’s last Form 10-QSB stated that J.S.J. had no assets and no liabilities as of March 31, 2000. DeMint was identified as the sole shareholder. J.S.J.’s stock has not publicly traded.

6. Mega Micro Technologies Group, Inc. (CIK 1112481) f/k/a TourPro Golf, Inc. (CIK 1099138) is a Nevada corporation with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). Mega Micro is delinquent in its periodic filings, having last filed a periodic report for the period ending December 31, 2000, and it has a revoked status with the Nevada Secretary of State. Mega Micro became a Commission registrant through a reverse merger with TourPro Golf, Inc. (“TourPro”) on April 27, 2000, as reported in a Form 8-K12G3 filed on April 28, 2000. TourPro registered its common stock with the Commission under Exchange Act Section 12(g) on December 20, 1999. TourPro’s registration statement identifies Anthony N. DeMint as its president. Mega Micro reported assets of $993,117, liabilities of $1,930,866, and a net loss of $1,968,701 for the fiscal year ended December 31, 2000. Mega Micro’s stock (symbol “MGGA”) trades on the over-the-counter market. On August 7, 2001, Mega Micro filed for bankruptcy under Chapter 7. As of October 25, 2004, the case was still open, its status being listed on the bankruptcy court website as “awaiting closing.”

7. S D E Holdings 2, Inc. (CIK 1110282) is a Nevada shell corporation with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). S D E is delinquent in its periodic filings, having last filed a periodic report for the period ending November 30, 2002, and it has a revoked status with the Nevada Secretary of State. S D E’s registration statement identifies Scott A. Deitler as its president. Its November 30, 2002 financial statements show no assets and liabilities of $2,220. According to a Schedule 13D filed on February 4, 2003, Scott Deitler held 10% of the voting shares of the company. S D E’s stock has not publicly traded.

8. Vertical Computer Systems, Inc. (CIK 1099509) is a Delaware corporation with a class of securities registered with the Commission under Exchange Act Section 12(g). Vertical Computer is delinquent in its periodic filings, having failed to file its Form 10-KSB for the period ending December 31, 2003, or its Forms 10-QSB for the first two quarters of 2004, but recently filed its Forms 10-QSB for the periods ending March 31, 2003, June 30, 2003 and September 30, 2003. Vertical Computer became a Commission registrant through a reverse merger with Scientific Fuel Technology, Inc. (“Scientific Fuel”) on April 6, 2000. Scientific Fuel registered its common stock with the Commission under Exchange Act Section 12(g) on December 28, 1999, and its registration statement identified Anthony N. DeMint as its president. Vertical Computer reported assets of $11,085,675, liabilities of $13,486,725 and a net loss of $3,924,210 for the fiscal year ended December 31, 2002. Vertical Computer (symbol “VCSY”) is quoted on the Pink Sheets. Vertical Computer only filed its Forms 10-QSB for the first three quarters of 2003 after its receipt of a delinquency letter from the Division of Corporation Finance. Moreover, in a telephone call to the Division of Corporation Finance on June 8, 2004, counsel for Vertical Computer said that it would file its Form 10-KSB for the period ending December 31, 2003 within thirty days, but it failed to do so.

9. VSAT Net, Inc. (CIK 1129016) is a Nevada shell corporation with a class of securities registered with the Commission under Exchange Act Section 12(g). VSAT’s registration statement identified Scott A. Deitler as its president. VSAT is delinquent in its periodic filings, having filed no periodic reports since its common stock registration with the Commission became effective on March 17, 2001, and it has a revoked status with the Nevada Secretary of State. VSAT’s registration statement showed no assets and $435 in liabilities as of October 31, 2000. VSAT’s stock has not publicly traded.

B. DELINQUENT PERIODIC FILINGS

10. As discussed in more detail above, either Deitler or DeMint was involved in the registration of the common stock of, or at some point controlled, the nine respondent companies or their predecessors. All of the respondents are delinquent in their periodic filings (see Chart of Delinquent Filings, attached hereto as Appendix 1), have repeatedly failed to meet their obligation to file timely periodic quarterly and annual reports, and failed, in whole or in part, to heed delinquency letters sent to them by the Division of Corporation Finance requesting compliance with their periodic filing obligations or, through their failure to maintain a valid address on file with the Commission, did not receive such letters.

11. Exchange Act Section 13(a) and the rules promulgated thereunder require companies with classes of securities registered pursuant to Exchange Act Section 12 to file with the Commission current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g). Specifically, Rule 13a-1 requires issuers to file annual reports (Forms 10-K or 10-KSB), and Rule 13a-13 requires issuers to file quarterly reports (Forms 10-Q or 10-QSB).

12. As a result of the foregoing, all of the Respondents failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.

III.

In view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate for the protection of investors to institute public administrative proceedings to determine:

A. Whether the allegations in Section II are true and, in connection therewith, to afford the Respondents an opportunity to establish any defenses to such allegations; and

B. Whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registrations of each class of securities of the Respondents identified in Section II registered pursuant to Section 12 of the Exchange Act.

IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on the questions set forth in Section III hereof shall be convened at a time and place to be fixed, and before an Administrative Law Judge to be designated by further order as provided by Rule 110 of the Commission’s Rules of Practice [17 C.F.R. 201.110].

IT IS HEREBY FURTHER ORDERED that Respondents shall file Answers to the allegations contained in this Order within ten (10) days after service of this Order, as provided by Rule 220(b) of the Commission’s Rules of Practice [17 C.F.R. 201.220(b)].

If Respondents fail to file the directed Answers, or fail to appear at a hearing after being duly notified, the Respondents may be deemed in default and the proceedings may be determined against them upon consideration of this Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f), and 310 of the Commission’s Rules of Practice [17 C.F.R. 201.155(a), 201.220(f), 201.221(f), and 201.310].

This Order shall be served forthwith upon Respondents personally or by certified mail.

IT IS HEREBY FURTHER ORDERED that the Administrative Law Judge shall issue an initial decision not later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice [17 C.F.R. 201.360(a)(2)].

In the absence of an appropriate waiver, no officer or employee of the Commission engaged in the performance of investigative or prosecuting functions in this or any factually related proceeding will be permitted to participate or advise in the decision of this matter, except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying the effective date of any final Commission action.

By the Commission.

Jonathan G. Katz
Secretary

1 A Form 12b-25 filed on May 21, 2001, requesting an extension of time for filing the Form 10-Q due on March 31, 2001, is misidentified in EDGAR as being a Form 10-Q. The late 10-Q was never filed.

 

http://www.sec.gov/litigation/admin/34-50771-o-3.htm


Modified: 12/01/2004