==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 37814 / October 11, 1996 Investment Advisers Act of 1940 Release No. 1591 / October 11, 1996 Investment Company Act of 1940 Release No. 22277 / October 11, 1996 Administrative Proceeding File No. 3-9163 _______________________ : ORDER INSTITUTING PROCEEDINGS In the Matter of : PURSUANT TO SECTIONS 15(b), : 17A(c)(4)(C) AND 19(h) OF THE : SECURITIES EXCHANGE ACT OF 1934, PAUL L. PARSHALL : SECTION 9(b) OF THE INVESTMENT : COMPANY ACT OF 1940, AND : SECTION 203(f) OF THE INVESTMENT _______________________: ADVISERS ACT OF 1940, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS I. The Commission deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Sections 15(b), 17A(c)(4)(C) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"), Section 9(b) of the Investment Company Act of 1940 ("Investment Company Act"), and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") with respect to Paul L. Parshall ("Respondent"). II. In anticipation of these proceedings, Respondent has submitted an Offer of Settlement ("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 contained herein, except that Respondent admits the matters described in paragraphs III.A., III.B., III.C., III.D. III.J. and III.K. of this Order, the Respondent has consented to the findings and sanctions set forth below. ==========================================START OF PAGE 2====== Accordingly, IT IS ORDERED that proceedings pursuant to Sections 15(b), 17A(c)(4)(C) and 19(h) of the Exchange Act, Section 9(b) of the Investment Company Act, and Section 203(f) of the Advisers Act be, and they hereby are, instituted. III. On the basis of this Order for Proceedings and the Offer submitted by the Respondent, the Commission finds that: A. Republic International Corporation ("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. Old Republic's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 11, 1989; B. Since June 20, 1991, TransGlobal Securities, Inc. ("TransGlobal") has been registered with the Commission as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act and Parshall has been associated with TransGlobal at all times relevant to this proceeding; C. From March 21, 1991, until June 3, 1996, Parshall was registered with the Commission as an investment adviser pursuant to Section 203(c) of the Advisers Act; D. Since December 9, 1993, Greystone Capital Group ("Greystone") has been registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Exchange Act and Parshall has been associated with Greystone from December 1995 to May 1996; E. In July 1993, Parshall incorporated a new company in the state of Utah with the same name as Old Republic, Republic International Corporation ("New Republic"). Upon the incorporation of New Republic, Parshall caused TransGlobal to issue 37,507,423 shares of common stock in New Republic to himself. At the same time, Parshall also caused TransGlobal to issue shares of common stock in New Republic in the same names and in the same number of shares as were held by the shareholders of Old Republic; F. 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 New Republic to file Forms 10-Q for the quarters ended March 31, 1995 and June 30, 1995. In these filings Parshall represented that Old Republic's filings with the Commission had been made ==========================================START OF PAGE 3====== current. Parshall failed to disclose in New Republic's filings the actual corporate histories of Old Republic and New Republic, as described herein and in subparagraphs A. and E. above; G. On or about September 21, 1995, Parshall caused Axiom Security Solutions, Ltd. to acquire a 90% controlling interest in New Republic. In connection with that transaction, Parshall sold his stock in New Republic to Axiom Security Solutions, Ltd. for $150,000; H. After the acquisition, New Republic changed its name to Axiom Security Solutions, Inc. ("Axiom") and changed its address to Ontario, Canada. 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; I. During the time period relevant to this proceeding, the common stock of Old Republic, New Republic and Axiom was not registered or approved for registration upon notice of issuance on a national securities exchange, nor were such securities authorized, or approved for authorization upon notice of issuance for quotation on an automated quotation system sponsored by a registered securities association, nor were such securities issued by a registered investment company. At all times relevant to this proceeding the price of Old Republic, New Republic and Axiom common stock was less than five dollars per share. At no time relevant to this matter did Old Republic, New Republic or Axiom have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period; J. On September 30, 1996, the Commission filed a civil injunctive action in the United States District Court for the District of Utah against Parshall alleging that Parshall violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The complaint alleged, among other things, that Parshall prepared and filed with the Commission and disseminated to the public materially false information regarding Old Republic, New Republic; K. On October 1, 1996, the United States District Court for the District of Utah issued an order of permanent injunction against Parshall enjoining him from further violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and ==========================================START OF PAGE 4====== L. By reason of the conduct described in paragraphs III.A. through III.I. above, Parshall willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. IV. In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer submitted by the Respondent. Accordingly, IT IS ORDERED that: The Respondent, Paul L. Parshall be and hereby is: A. Barred from participating in an offering of any penny stock; and B. Barred from association in any capacity with any broker, dealer, investment company, investment adviser, transfer agent, or municipal securities dealer. The sanctions ordered herein shall become effective immediately. By the Commission. Jonathan G. Katz Secretary