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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 46470 / September 6, 2002

Administrative Proceeding
File No. 3-10886

In the Matter of R&RX Group, Inc. formerly known as Neoteric Group, Inc.

On September 6, 2002, the Commission issued an Order Instituting Public Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act) against R&RX Group, Inc., formerly known as Neoteric Group, Inc. R&RX Group is a public shell company with nominal assets whose common stock is quoted on the OTC Bulletin Board. It has no business plan other than seeking a reverse-merger partner. In the Order, the Division of Enforcement (Division) alleges that R&RX Group's quarterly reports on Form 10-QSB for the periods ending October 31, 2001, January 31, 2002, and April 30, 2002, and its annual report on Form 10-KSB for the period ending July 31, 2001, were materially false and misleading because they omitted to state that R&RX Group's president, secretary, and director, Marlen V. Johnson, is subject to a permanent officer-and-director bar. According to the Order, Johnson signed each of the reports as an officer and director of R&RX Group.

The Order alleges that on August 7, 1996, the federal district court for the Northern District of Texas entered a final judgment against Johnson, which permanently barred him from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 or that is required to file reports pursuant to Section 15(d) of the Exchange Act. SEC v. Jeffrey C. Hays, Marlen V. Johnson and James N. Nilsson, Case No. 3:95-CV-0250-G [N.D. TX (Dallas Division)]. The Order alleges that R&RX Group is a Nevada corporation headquartered in Las Vegas, Nevada, whose common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act.

As a result of the foregoing, the Division alleges that R&RX Group failed to comply with Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder.

A hearing before an administrative law judge will be scheduled to determine whether the allegations contained in the Order are true, to provide R&RX Group an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and for the protection of investors.

 

http://www.sec.gov/litigation/admin/34-46470.htm


Modified: 09/09/2002