UNITED STATES OF AMERICA
In the Matter of
MADERA INTERNATIONAL, INC.
|ORDER ON DEFAULT REVOKING |
STOCK REGISTRATION PURSUANT
TO SECTION 12(j) OF THE SECURITIES
EXCHANGE ACT OF 1934
The Securities and Exchange Commission ("Commission") issued an Order Instituting Proceedings ("OIP") on September 19, 2001. The OIP directed a public hearing on allegations by the Commission's Division of Enforcement ("Division") that Madera International, Inc. ("Madera") had violated Section 13(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act Rules 12b-20, 13a-1, and 13a-13 from 1998 until the present. The hearing is scheduled to begin October 30, 2001.
On October 2, 2001, Daniel Lezak of Incline Village, Nevada, Madera's resident agent in Nevada, informed the Commission that he was forwarding the OIP to Ramiro Fernandez-Moris in Sunnyside, Florida, who was Madera's CEO. On October 9, 2001, Mr. Ramiro F. Moris wrote to me on Madera letterhead acknowledging receipt of the OIP and requesting an extension of time to answer. Mr. Moris directed that all future correspondence be sent to him at an address in Surfside, Florida.
Mr. Moris sent me a second letter dated October 10, 2001, on Madera letterhead in which he identified himself as a "non-practicing director." He stated that Madera had no funds, officers, or managers, and that the company could not defend itself in this proceeding as it could not afford legal representation at the scheduled hearing. He represented that he would be unable to travel to a hearing due to health concerns. Mr. Moris stated that Madera was unable to file annual reports on Form 10-K and quarterly reports on Form 10-Q since the last quarter of 1999, because it could not hire an auditing firm. In the same letter, Mr. Moris denied, "any and all of the allegations made against the company in this action."
In letters dated October 9, October 11, and October 16, 2001, the Division indicated that it was unable to reach Mr. Moris by telephone using the telephone number that appeared on Madera's letterhead. Mr. Moris did receive transmissions by facsimile sent to the facsimile number that he supplied. The Division enclosed with its October 16 letter a communication from Mr. Moris dated October 15, 2001, in which he indicated that Madera would have to default in this proceeding. Mr. Moris stated that neither he nor Madera would attend the hearing and that Madera could not afford representation. I ordered a prehearing conference for October 18, 2001, to ascertain if Madera would attend the hearing on October 30, 2001. I issued a notice on October 16, 2001, reminding Madera that the Commission's Rules of Practice provide for a default where a party who has notice fails to appear at a prehearing conference. See Notice Concerning Prehearing Conference (Oct. 16, 2001).
Madera did not appear at the telephone prehearing conference on October 18, 2001, and the Division moved that it be held in default pursuant to Rule 155(a)(1) of the Commission's Rules of Practice, 17 C.F.R. § 201.155(a)(1). Rule 155 provides that where a party fails to appear at a conference of which he has notice, a determination may be made against the party upon consideration of the record and that the allegations in the OIP may be deemed to be true.
Madera had an opportunity for a hearing and it did not appear at a prehearing conference of which it had notice. Accordingly, I Grant the Motion to Default pursuant to Rule 155(a)(1) and find that:
A. Madera is a Nevada corporation headquartered in Coral Gables, Florida, whose securities are registered with the Commission pursuant to Section 12(g) of the Exchange Act.1
B. Madera has failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13 while its common stock was registered with the Commission in that it has not filed annual reports on Form 10-K and quarterly reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ended December 31, 1999.
C. Madera has failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, and 13a-13 by including in its annual report on Form 10-K for the fiscal year ended March 31, 1998 ("fiscal 1998"), and quarterly report on Form 10-Q for the quarter ended June 30, 1998, financial statements that materially misstated Madera's revenues and pre-tax profits. Specifically:
1. For fiscal 1998, Madera's Form 10-K contained financial statements that reported wholly fictitious sales totaling $2,654,934 to Great American Lumber Co., Investco, Ltd., and Signal Resources, Inc.
2. But for these fictitious sales, Madera would have reported a pre-tax loss of $1,489,264 for fiscal 1998, rather than the $1,165,670 pre-tax profit that it reported.
3. For the first quarter of its fiscal year ended March 31, 1999, Madera reported in its quarterly report on Form 10-Q fictitious sales to Great American Lumber Co. in the amount of $401,030. These sales increased Madera's reported results of operations for the quarter from a pre-tax loss of $185,336 to a pre-tax profit of $215,694.
For the protection of investors, I ORDER that the registration of the common stock of Madera International, Inc. is revoked pursuant to Section 12(j) of the Securities Exchange Act of 1934.
I FURTHER ORDER that the hearing scheduled to begin on October 30, 2001, is CANCELED.
Brenda P. Murray
Chief Administrative Law Judge
|1||The Division represents in its letter dated October 11, 2001, that Madera's common stock is traded in the "pink sheets."|
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