UNITED STATES OF AMERICA
In the Matter of
TRADAMAX Group, Inc.,
|ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS AND REVOKING THE REGISTRATION OF THE COMMON STOCK OF TRADAMAX GROUP, INC. PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it necessary and appropriate for the protection of investors that proceedings be instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Tradamax Group, Inc. ("Tradamax"), a corporation whose stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, to determine whether it is necessary and appropriate for the protection of investors to revoke the registration of Tradamax's common stock for failure to comply with Sections 10(b) and 13(a) of the Exchange Act and the rules and regulations thereunder.
In anticipation of the institution of these proceedings, Tradamax has submitted to the Commission an Offer of Settlement 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, except the jurisdiction of the Commission over it and over the matters set forth herein, and the facts contained in paragraphs III. (1), (2), (4), (6), (7) and (8) of this Order, which are admitted, Tradamax consents to the entry of this Order Instituting Administrative Proceedings, Making Findings and Revoking the Registration of the Common Stock of Tradamax Group, Inc. Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order").
Accordingly, IT IS ORDERED that public proceedings pursuant to Section 12(j) of the Exchange Act are hereby instituted.
On the basis of this Order and the Offer of Settlement submitted by Tradamax, the Commission finds1 that:
1. Tradamax Group, Inc. is a publicly held Nevada corporation formed in 1996 as Cerritos Holdings, Inc. The company's common stock was registered with the Commission pursuant to Section 12(g) of the Exchange Act in December 1999 when its Form 10-SB became effective and its common stock is currently so registered.
2. On August 20, 2001, Tradamax filed a quarterly report for the three-month period ended June 30, 2001 on Form 10-QSB. That Form 10-QSB contained financial statements that reported that Tradamax had assets of $22.8 million.
3. That Form 10-QSB was false and misleading because the financial statements materially overstated the value of Tradamax's corporate assets.
4. On November 3, 2001, Tradamax's President, Conrad Diaz, informed the Commission that all of the assets reflected in Tradamax's financial statements had a fair market value of zero.2
5. Tradamax's quarterly report for the period ended June 30, 2001 was also materially false and misleading because it failed to disclose that Pattinson Hayton was a Tradamax control person.
6. On January 12, 2001, Tradamax filed a Form 8-K (dated December 20, 2000) changing its fiscal year from December 31 to June 30.
7. Following its change of fiscal year, Tradamax failed to file a transition report for the period between January 1, 2001 and June 30, 2001, or its annual report.
8. Tradamax has also failed to file quarterly reports on Form 10-QSB for any fiscal period subsequent to its fiscal quarter ended June 30, 2001.
9. As a result of the above, Tradamax failed to comply with Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-10 and 13a-13 thereunder.
Section 12(j) of the Exchange Act provides as follows:
The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.
In view of the foregoing, it is necessary and appropriate for the protection of investors to impose the sanctions specified in Tradamax's Offer of Settlement.
Accordingly, IT IS ORDERED THAT the registration of the common stock of Tradamax Group, Inc. is revoked pursuant to Section 12(j) of the Exchange Act.
By the Commission.
Jonathan G. Katz
|1||The findings herein are made pursuant to Tradamax's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding.|
|2||The Commission presently has a civil action pending in the U.S. District Court for the Central District of California seeking injunctions against Tradamax, Conrad Diaz and Pattinson Hayton for, among other things, violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. SEC v. Tradamax Group, Inc., et al., Civil Action No. SA CV 01-589-GLT.|
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