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U.S. Securities and Exchange Commission


Self-Regulatory Organizations; Order Granting Application to Strike from Listing and Registration on the American Stock Exchange LLC (Provo International, Inc., Common Stock, $.01 par value)
File No. 1-15673

April 29 2005

On April 21, 2005, the American Stock Exchange LLC ("Amex" or "Exchange") filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(c) thereunder,2 to strike the common stock, $.01 par value ("Security"), of Provo International, Inc., ("Company") from listing and registration on Amex.

Amex listing standards provide, among other things, that Amex may consider removing the security of an issuer from listing and registration when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.

In applying these standards, Amex considers delisting the securities of a company: (i) that has shareholders' equity of less than $2,000,000 and has reported losses from continuing operations and/or net losses in two of its past three most recent fiscal years (Section 1003(a)(i) of the Amex Company Guide ("Company Guide")); and (ii) whose shareholders' equity is less than $4,000,000 and has reported losses from continuing operations and/or net losses in three of its past four most recent fiscal years (Section 1003(a)(ii) of the Company Guide).

In addition, the Exchange will normally consider suspending dealings in, or removing from the list, a security of a company: (i) that is financially impaired (Section 1003(a)(iv) of the Company Guide); (ii) is not in compliance with the requirement that prohibits a listed company from issuing shares of its securities in excess of those authorized for listing until the Exchange has approved an additional listing application with respect to such shares (Section 301 of the Company Guide); (iii) that fails to meet the requirement that a listed company obtain shareholder approval with respect to the establishment of (or material amendment to) a stock option or purchase plan or other equity compensation arrangement pursuant to which options or stock may be acquired by officers, directors, employees, or consultants regardless of whether or not such authorization is required by law or by the company's charter (Section 711 of the Company Guide); and (iv) whose security has been trading at low price per share for a significant period of time (Section 1003(f)(v) of the Company Guide).

Amex stated in its application filed with the Commission that the Security no longer qualifies for continued listing and registration, listing the following reasons:

  1. The Company has incurred net losses as follows:

  2. Fiscal years ended

    Net (loss)

    December 31, 2003


    December 31, 2002


    December 31, 2001


    December 31, 2000


  3. For the nine-month period ended September 30, 2004, the Company reported additional losses of $5,907,358, a shareholders' deficit of $308,280, a working capital deficit of $663,341 and an accumulated deficit of $48,622,580.
  4. The Company issued shares of Security in various transactions without first obtaining the requisite shareholder approval, and/or filing an application for the listing of such shares and/or receiving notification from the Exchange that the shares were approved for listing.
  5. The Security has traded below $.20 since June 10, 2004.

Amex advised the Company of its status in relation to the standards of the Exhange and offered the Company an opportunity to submit a business plan in support of continued listing. The Exchange's letter advised the Company that it would need to regain compliance with the Exchange's continued listing standards by July 18, 2006. The Company submitted its plan by letter dated February 25, 2005 and submitted an additional supplement on March 11, 2005.

The Exchange determined that the Company's plan did not make a reasonable demonstration of its ability to regain compliance with the Exchange's continued listing standards and did not accept the plan. Subsequently, in accordance with Section 1009 of the Company Guide, the Exchange determined that the Security did not qualify for continued listing. This determination, along with the Company's right to appeal, was communicated to the Company by letter dated March 24, 2005.

By letter dated April 5, 2005, Amex advised the Company that it failed to satisfy an additional continued listing standard. Specifically, the Company was not in compliance Section 711 of the Company Guide in that the Company had failed to receive shareholder approval for a material increase in the number of shares the Company may issue under a Stock Incentive Plan. The Company did not appeal the Exchange's determination within the requisite time period or thereafter.

The Commission, having considered the facts stated in Amex's application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on May 2, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.3

Jonathan G. Katz



Modified: 04/29/2005