UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 47058 / December 19, 2002
File No. 3-10988
In the Matter of
ALEXIS STOCK TRANSFER AND
GINA ANN ZAPARA
| ORDER INSTITUTING |
ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 17A(c) OF THE SECURITIES EXCHANGE ACT OF 1934
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 17A(c) of the Securities Exchange Act of 1934 ("Exchange Act") against Alexis Stock Transfer ("Alexis") and Gina Ann Zapara ("Zapara").
In anticipation of the institution of these proceedings, Respondents have submitted an Offer of Settlement (the "Offer") 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, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.1 et seq., and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Section III.C below, which are admitted, Respondents consent to the entry of this Order Instituting Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Section 17A(c) of the Securities Exchange Act of 1934 ("Order"), as set forth below.
On the basis of this Order and Alexis' and Zapara's Offer, the Commission finds that:
- Alexis, located in Rancho Mirage, California, has been registered with the Commission as a transfer agent since September 1998 (File No. 84-5778).
- Zapara, age 52, is Alexis' sole officer, owner and control person. Zapara, on behalf of Alexis, prepared and signed a Form TA-1 registering Alexis as a transfer agent with the Commission
- On March 29, 1999, Zapara pled guilty to one felony count of filing a false federal income tax return in violation of 26 U.S.C. Section 7206(1). U.S. v. Zapara, 99-CR-179-JSL (C.D. Cal.). On February 26, 2001, she was sentenced to one-year probation and six months home detention and ordered to pay a $2,000 fine
- The count of the criminal information to which Zapara pled guilty alleged, among other things, that Zapara did not report all of her income to the Internal Revenue Service on her 1993 federal income tax return
- Section 17A(c)(3) of the Exchange Act provides that the Commission may impose remedial sanctions upon a transfer agent, including revoking the transfer agent's registration, if it finds that such sanctions would be in the public interest and that any person associated with the transfer agent has committed any act enumerated in certain subparagraphs of Section 15(b)(4) of the Exchange Act within the last ten years. Similarly, Section 17A(c)(4)(C) of the Exchange Act provides that the Commission may impose remedial sanctions upon any person associated with a transfer agent, including barring such person from being associated with a transfer agent, if it finds that such sanctions would be in the public interest and that such person has committed any act enumerated in certain subparagraphs of Section 15(b)(4) of the Exchange Act within the last ten years. The acts proscribed by the relevant subparagraphs of Section 15(b)(4) include conviction of any felony or misdemeanor that involves the taking of a false oath, the making of a false report, or perjury
- Zapara's conviction for filing a false federal income tax return in violation of 26 U.S.C. Section 7206(1) falls within the definition of perjury, and consequently, the category of acts proscribed by Section 15(b)(4), and was within the last ten years. See In re Bruce Paul, Admin. Proc. File No. 3-6271 (Feb. 1, 1994) ("There is no doubt that the respondent's plea of guilty to two counts [under 26 U.S.C. Section 7206(1)] of tax evasion brings him within the perjury provisions of Section 15(b)(4)(B)").
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Alexis' and Zapara's Offer.
ACCORDINGLY, IT IS HEREBY ORDERED:
Pursuant to Section 17A(c) of the Exchange Act, that Alexis's registration is revoked and Zapara is barred from association with any transfer agent.
By the Commission.
Jonathan G. Katz