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U.S. Securities and Exchange Commission

Before the

Release No. 46105/June 24, 2002

File No. 3-10767

In the Matter of




The Securities and Exchange Commission (Commission) instituted this proceeding, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act), on April 25, 2002, with an Order Instituting Public Administrative Proceedings (OIP). The S.I.N.C.L.A.R.E. Group, Inc. (Sinclare or Respondent) has not filed an Answer to the OIP.

Pursuant to 17 C.F.R. §§ 201.155(a) and .220(f), a respondent who fails to answer, respond to a dispositive motion within the time provided, or otherwise defend the proceeding may be deemed to be in default. The administrative law judge may then determine the proceeding against that respondent upon consideration of the record, including the OIP, the allegations of which may be deemed to be true.

Respondent is in default within the meaning of 17 C.F.R. § 201.155(a). It failed to answer the allegations in the OIP, respond to a dispositive motion, or otherwise defend the proceeding. See 17 C.F.R. §§ 201.155(a) and .220(f). On June 4, 2002, Respondent was ordered to show cause, by June 14, 2002, why it should not be held in default and its common stock registration revoked or suspended as requested in the OIP. Respondent did not submit an answer, correspondence, or any other pleading. Accordingly, I find that the allegations in the OIP are true.

A. Sinclare, now a defunct corporation, has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder 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 October 31, 1996.

B. Sinclare has failed to comply with Section 13(a) of the Exchange Act and Rule 13a-11 thereunder while its common stock was registered with the Commission in that it has not filed current reports on Form 8-K regarding: (1) the acquisition of a majority of its common stock by Sinclare and a partner of Sinclare's sole officer and director; and (2) the resignation of certain individuals who were members of Sinclare's board of directors in 1996, but who are no longer directors.

C. Sinclare has failed to comply with Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by making false and misleading statements in: (1) a press release dated August 30, 1999, and (2) a corporate website, www.uscement.com, from at least February 2000 to the institution of this proceeding. These materials state or imply that Sinclare is a corporation. These statements are materially false and misleading because they do not disclose that, since March 1999, Sinclare has been legally defunct due to the State of Delaware's revocation of its corporate charter.

D. Notwithstanding the foregoing, Sinclare's stock is still listed in the "Pink Sheets" published by the National Quotations Bureau, Inc., and is still traded in the over-the-counter market.

Accordingly, pursuant to Sections 12(j) of the Exchange Act, I conclude that it is in the public interest and necessary for the protection of investors that Respondent's common stock registration be revoked.


Based on the findings and conclusions set out above, it is ORDERED that the common stock registration of The S.I.N.C.L.A.R.E. Group, Inc., be, and hereby is, REVOKED.

Robert G. Mahony
Administrative Law Judge


Modified: 06/24/2002