UNITED STATES OF AMERICA
|In the Matter of
Paul Page, Jr. and
|ORDER INSTITUTING PUBLIC
PROCEEDINGS PURSUANT TO
SECTION 8A OF THE SECURITIES
ACT OF 1933, MAKING FINDINGS,
AND IMPOSING A CEASE-AND-DESIST ORDER
The Securities and Exchange Commission ("Commission") deems it appropriate that public cease-and-desist proceedings against Paul Page, Jr. ("Page") and The Page Group (collectively, "Respondents") be initiated, pursuant to Section 8A of the Securities Act of 1933 ("Securities Act").
In anticipation of the institution of these proceedings, Respondents have 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 in which the Commission is a party, and without admitting or denying the findings set forth herein, except that Respondents admit the Commission's jurisdiction over them and over the subject matter of these proceedings, Respondents have consented to the entry of this Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order ("Order") and to the entry of the cease-and-desist order set forth below.II.
On the basis of this Order and the Offer submitted by Respondents, the Commission finds that:
A. Page, age 56 and a resident of Houston, Texas, is the president and co-owner of The Page Group and at all times relevant herein operated and controlled The Page Group.
B. The Page Group formed in Houston, Texas in 1993, is the assumed name of a general partnership consisting of Page and his wife. The Page Group provides investor relations consulting services primarily to small capitalization oil and gas exploration and production companies.
C. From March 26, 1999, through April 1, 1999, Respondents violated Section 17(b) of the Securities Act in that, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, Respondents published, gave publicity to, or circulated notices, circulars, advertisements, newspapers, articles, letters, investment services, or communications which, though not purporting to offer a security for sale, described such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.
D. As part of and in furtherance of the conduct described above, Respondents:
1. Published a newsletter entitled Investor's Spotlight, which described and recommended the purchase of the common stock of an issuer, Benz Energy Ltd. ("Benz"), whose shares are listed on the Vancouver Stock Exchange;
2. Sent the newsletter through the United States mail to at least 248,978 people throughout the United States; and
3. Received, directly or indirectly, from Benz, a payment of $30,000, reimbursement for the expenses associated with the publication and mailing of the newsletter, and the right to receive 240,000 Benz warrants if Benz's stock price reached and remained at certain price levels for specified periods.
4. Respondents failed to disclose the receipt of the $30,000 cash payment, the amount of reimbursement from Benz for publication and mailing expenses, and the receipt of the right to receive the 240,000 Benz warrants.III.
In view of the foregoing, the Commission finds that it is appropriate to impose the sanctions specified in the Offer.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act, that Respondents, Paul Page, Jr. and The Page Group, cease and desist from committing or causing any violation and any future violation of Section 17(b) of the Securities Act.
By the Commission.
Jonathan G. Katz
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