United States of America
In the Matter of
RESEARCH & DEVELOPMENT
|ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS AND REVOKING THE REGISTRATION OF COMMON STOCK 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, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Greater Northwest Research & Development Group, Inc. ("Greater Northwest" or "Respondent"), 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 Greater Northwest'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 these proceedings, Greater Northwest has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings except that Greater Northwest admits the jurisdiction of the Commission over it and the findings of the Commission as set forth in Section III (1), (2), (3) and (5) of this Order Instituting Proceedings, Making Findings and Revoking the Registration of Common Stock Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order"), and consents to the entry of this Order.
On the basis of this Order and Respondent's Offer of Settlement, the Commission finds that:
1. Greater Northwest is a former Florida corporation doing business in Las Vegas, Nevada. The State of Florida dissolved Greater Northwest on August 23, 1996 because the company failed to file mandatory reports. The common stock of Greater Northwest, now a defunct corporation, is registered pursuant to Section 12(g) of the Exchange Act and has been registered since at least June 1996.
2. At all relevant times herein, Greater Northwest was required, pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, to file timely and in proper form, its annual reports on Form 10-K and its quarterly reports on Form 10-Q. Greater Northwest has failed to file any such required report for any fiscal period subsequent to its fiscal quarter ended March 31, 1996. As a result of the foregoing, Greater Northwest failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.
3. Greater Northwest also was required, pursuant to Section 13(a) of the Exchange Act and Rule 13a-11 thereunder, to file current reports on Form 8-K regarding the acquisitions of three companies in February 2002 and the resignation of certain individuals who were members of its board of directors in 1996, but who are no longer directors. Greater Northwest has failed to file any such required report. As a result of the foregoing, Greater Northwest failed to comply with Section 13(a) of the Exchange Act and Rule 13a-11 thereunder.
4. Between January 30, 2002 and the present, Greater Northwest has failed to comply with Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by making false and misleading statements of material facts in: (1) five press releases; (2) a corporate website, www.gnrd.com; and (3) a cable television infomercial. The false and misleading statements concerned, among other things, the company's legal status, the identity of its directors, control of the corporation by a convicted felon, the company's business operations and acquisitions, its receipt of financing, its current and future financial condition and its eligibility for quotation on the Bulletin Board.
5. Notwithstanding the foregoing, Greater Northwest's stock is still listed in the electronic quotation service operated by The Pink Sheets, LLC and is still traded in the over-the-counter market.
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 of 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, the Commission deems it necessary and appropriate for the protection of investors to impose the sanctions specified in Respondent Greater Northwest's Offer.
ACCORDINGLY, IT IS ORDERED that the registration of the common stock of Greater Northwest Research & Development Group, Inc. be, and it hereby is, revoked pursuant to Section 12(j) of the Exchange Act.
By the Commission.
|Home | Previous Page||