==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38137 / January 8, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9112 __________________________ In the Matter of : : ORDER MAKING FINDINGS REPUBLIC INTERNATIONAL : AND IMPOSING REMEDIAL CORPORATION : SANCTIONS BY DEFAULT : __________________________: Republic International Corporation is in default under the Securities and Exchange Commission s Rules of Practice, Rule 155, 17 C.F.R.  201.155 (1996), because it failed to file an answer to the Order Instituting Proceedings ( Order ) which the Commission issued on September 27, 1996.1 Accordingly, I find that the allegations in the Order are true: A. The common stock of Republic International Corporation ( Old Republic ) has been registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ( Exchange Act ) since November 11, 1989. A. Old Republic was incorporated in Utah in 1981 and was involuntarily dissolved by the State of Utah in 1992 for failure to file its annual report with the state. B. In July 1993, Paul L. Parshall ("Parshall") incorporated a new company in the state of Utah with the same name as Old Republic, Republic International Corporation ("New Republic"). C. Old Republic failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1, and 13a-13 promulgated thereunder while its common stock was registered with the Commission in that it has not filed any required reports with the Commission since 1990. 1 The Division of Enforcement filed a Motion for Default on December 27, 1996. Respondent filed a reply dated January 2, 1997, indicating that Respondent would not oppose the Motion. ==========================================START OF PAGE 2====== D. In or about September 1995, Parshall arranged for New Republic to assume the identity of Old Republic for purposes of reporting with the Commission. On September 25, 1995, Parshall caused New Republic to file with the Commission joint Forms 10-K for the years ending December 31, 1990, 1991, 1992, 1993, and 1994. He then caused Forms 10-Q for the quarters ended March 31, 1995, and June 30, 1995, to be filed with the Commission. Parshall failed to disclose in New Republic's filing that New Republic was a distinct corporation from Old Republic. E. On or about September 21, 1995, Parshall caused Axiom Security Solutions, Ltd. ("Axiom Ltd.") to acquire a 90% controlling interest in New Republic. After the acquisition, New Republic changed its name to Axiom Security Solutions, Inc. ("Axiom"). During October 1995, Axiom became quoted on the National Association of Securities Dealers' OTC Bulletin Board. Axiom's common stock has been quoted on the OTC Bulletin Board from October 1995 to the present. F. On or about October 24, 1995, Axiom filed a report on Form 8-K which stated that Axiom had acquired a 90% controlling interest in New Republic. The filing failed to disclose that New Republic, now renamed Axiom, was a distinct corporation from Old Republic. On or about October 24, 1995, Axiom filed a registration statement on Form S-8 which registered 2,500,000 shares of its common stock which had been issued to York Investments, Ltd. ("York"), a Belize corporation, as compensation for consulting services. The registration statement, like the other filings made by New Republic and Axiom, failed to disclose that Old Republic and New Republic/Axiom were distinct corporations. I find further that it is in the public interest to revoke the registration of Republic International Corporation pursuant to Section 12(j) of the Exchange Act. I ORDER that the registration of Republic International Corporation is hereby revoked pursuant to Section 12(j) of the Exchange Act. I FURTHER ORDER that the hearing scheduled to begin on February 10, 1997, be, and hereby is, canceled. For the Commission, by its Chief Administrative Law Judge, pursuant to delegated authority. _________________________ Brenda P. Murray Chief Administrative Law Judge