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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7996 / July 18, 2001

SECURITIES EXCHANGE ACT OF 1934
Release No. 44566 / July 18, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10503


In the Matter of

AM-PAC INTERNATIONAL, INC.

Respondent.


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ORDER MAKING FINDINGS AND
REVOKING REGISTRATION
OF STOCK PURSUANT TO SECTION
12(j) OF THE SECURITIES EXCHANGE
ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") issued an Order Instituting Proceedings ("OIP") on June 5, 2001, pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act"). The OIP ordered Am-Pac International, Inc. ("Am-Pac") to file an answer to the allegations within twenty days after service of the OIP as provided in Rule 220 of the Commission's Rules of Practice. 17 C.F.R. § 201.220.

On July 3, 2001, the Division of Enforcement ("Division") filed a Motion for Entry of Default Order Revoking Registration of Stock Pursuant to Section 12(j) of the Exchange Act of 1934 ("Motion"), and a Memorandum of Points and Authorities in Support of Motion ("Memorandum"). The Division requests that I find Am-Pac in default for failure to answer or otherwise defend this proceeding pursuant to Rule 155(a) of the Commission's Rules of Practice. 17 C.F.R. § 201.155(a). The Memorandum included a Declaration of Elinor D. Sosne In Support of Motion ("Declaration"). The exhibits to the Declaration show that (1) Am-Pac's registered agent, Corporation Trust Company of Nevada, received a copy of the OIP on June 8, 2001, and (2) Am-Pac's stock continues to be traded in the over the counter market through the Pink Sheets LLC. (Declaration, Exhibits B, C, D.) Ms. Sosne, Senior Division Counsel, represents that the attorney representing Am-Pac during the investigation is no longer able to contact Am-Pac officials and he indicated that it would probably default. (Declaration at 2.)

II.

Am-Pac is in default under Rules 155(a)(2) and 220(f) of the Commission's Rules of Practice because it did not file an answer to the OIP and it did not respond to the dispositive Motion. 17 C.F.R. §§ 201.155(a)(2) and 220(f).

III.

Accordingly, I find that:

A. Am-Pac is a Nevada corporation headquartered in Hong Kong with stock registered pursuant to Section 12(g) of the Exchange Act. On May 15, 1997, Am-Pac filed an annual report for the six-month transition period ended December 31, 1996, on Form 10-KSB, which was materially false and misleading because it failed to disclose that Jeffrey D. Martin ("Martin") was an Am-Pac principal and control person, and that Am-Pac's auditors lacked professional independence.

B. On or about June 29, 1997, Am-Pac engaged in a sham sale-leaseback transaction in which its principals, Thomas L. Tedrow and Martin, "sold" certain real property Am-Pac owned to themselves at an inflated price and "leased" it back. Although the transaction wholly lacked economic substance, Am-Pac recognized a material gain on the transaction.

C. On August 21, 1997, Am-Pac touted its "record" financial results in a press release. The record financial results derived from the sham sale-leaseback transaction.

D. On or about October 21, 1997, Am-Pac's principals were warned by an accountant who was not Am-Pac's auditor that recognition of the gain from the sale-leaseback transaction was not in accordance with generally accepted accounting principles ("GAAP").

E. On November 6, 1997, Am-Pac filed a quarterly report for the quarter ended June 30, 1997, on Form 10-QSB, which was materially false and misleading because it recognized the material gain on the sham sale-leaseback.

F. On November 21, 1997, Am-Pac filed a quarterly report for the quarter ended September 30, 1997, on Form 10-QSB, which was materially false and misleading because it recognized the material gain on the sham sale-leaseback transaction for the nine months ended September 30, 1997.

G. On September 23, 1998, Am-Pac filed restated quarterly reports for the second and third quarters of 1997, on Forms 10-QSB, which eliminated the material gain from the sale-leaseback transaction.

H. On November 20, 1998, Am-Pac filed an annual report for the year ended December 31, 1997, on Form 10-KSB, which was materially false and misleading because it failed to disclose that Martin was a control person and that Am-Pac's auditors lacked professional independence.

I. Since the quarter ended September 30, 1998, Am-Pac has failed to file any quarterly or annual reports required pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, and its quarterly reports for the second and third quarters of 1997 and 1998 were filed late.

J. As a result of the above, Am-Pac failed to comply with Sections 10(b), 13(a) and 13(b)(2)(A) of the Exchange Act, and Exchange Act Rules 10b-5, 13a-1 and 13a-13 thereunder.

IV.

Am-Pac has had notice of the OIP and an opportunity for hearing. For the protection of investors, I GRANT the Division's Motion and ORDER that the registration of the common stock of Am-Pac International, Inc. is revoked pursuant to Section 12(j) of the Securities Exchange Act of 1934.

_______________________________
Brenda P. Murray
Chief Administrative Law Judge


http://www.sec.gov/litigation/admin/33-7996.htm


Modified: 07/18/2001