UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Act of 1933 Release No. 7342 / September 27, 1996 Securities Exchange Act of 1934 Release No. 37740 / September 27, 1996 Administrative Proceeding File No. 3-9111 _______________________ : ORDER INSTITUTING PROCEEDINGS In the Matter of : PURSUANT TO SECTION 8A OF THE : SECURITIES ACT OF 1933 AND SECTIONS NORMAN L. SIRAK : 15(b) AND 21C OF THE SECURITIES : EXCHANGE ACT OF 1934, MAKING FINDINGS, : AND IMPOSING A CEASE-AND-DESIST ORDER : AND IMPOSING REMEDIAL SANCTIONS ______________________: I. The Commission deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Norman L. Sirak ("Sirak"). II. In anticipation of the institution of these proceedings, Sirak has submitted an Offer of Settlement ("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, and without admitting or denying the findings contained herein, except as to the Commission's finding of jurisdiction and to the matters set forth in paragraph III.A. below, which he admits, Sirak consents to the findings and sanctions set forth below. Accordingly, IT IS ORDERED that proceedings pursuant to Section 8A of the Securities Act and Sections 15(b) and 21C of the Exchange Act be, and they hereby are, instituted. III. On the basis of this Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order and Sanctions and the Offer submitted by Sirak, the Commission finds that: A. Republic International Corporation ("Old Republic") was incorporated in Utah in 1981 and was involuntarily dissolved by the State of Utah in 1992 for failure to file its annual report. Old Republic's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 11, 1989; B. In July 1993, Paul L. Parshall ("Parshall") incorporated a new company in the state of Utah with the same name as Old Republic, Republic International Corporation ("New Republic"); C. Upon the incorporation of New Republic, Parshall caused TransGlobal Securities, Inc. ("TransGlobal"), a transfer agent of which Parshall is the principal, to issue shares of common stock in New Republic in the same names and in the same number of shares as the former shareholders of Old Republic. Parshall also caused TransGlobal to issue 37,507,423 shares of common stock in New Republic to his alter ego, the Worthington Company; D. In or about September 1995, Parshall arranged for New Republic to assume the identity of Old Republic for purposes of reporting with the Commission. On September 25, 1995, Parshall caused New Republic to file with the Commission joint Forms 10-K for the years ending December 31, 1990, 1991, 1992, 1993 and 1994. He then caused Forms 10-Q for the quarters ended March 31, 1995 and June 30, 1995 to be filed with the Commission. Parshall failed to disclose in New Republic's filings the actual corporate histories of Old Republic and New Republic, as described in subparagraphs A. and B. above; E. On or about September 21, 1995, Parshall caused Axiom Security Solutions, Ltd. ("Axiom Ltd.") to acquire a 90% controlling interest in New Republic. Parshall arranged for New Republic to issue 4,500,000 shares of restricted common stock to Axiom Ltd.; F. After the acquisition, New Republic changed its name to Axiom Security Solutions, Inc. ("Axiom") and changed its address to Ontario, Canada. During October 1995, Axiom became quoted on the National Association of Securities Dealers' OTC Bulletin board. New Republic or Axiom's common stock has been quoted on the OTC Bulletin Board from October 1995 to the present; G. On or about October 24, 1995, Sirak prepared and filed with the Commission a Form 8-K on behalf of Axiom. In the Form 8-K, Sirak stated that Axiom Ltd., a private Delaware corporation, acquired a 90% controlling interest in New Republic. The Form 8-K represents that New Republic is a publicly held corporation when, in fact, it was Old Republic which was the publicly held corporation; H. At the time he prepared and filed Axiom's Form 8-K, Sirak knew that Parshall had caused New Republic to assume the identity of Old Republic for purposes of reporting with the Commission. Sirak also knew that Parshall caused TransGlobal to issue shares of common stock in New Republic in the same names and in the same number of shares as the former shareholders of Old Republic; I. In or about September 1995, Axiom issued 2,500,000 shares of its common stock to York Investments, Ltd. ("York"), a Belize corporation, as compensation for consulting services; J. On or about October 24, 1995, Sirak prepared and filed with the Commission a Form S-8 on behalf of Axiom for the registration of 2,500,000 shares of its common stock issued to York. The Form S-8 registration statement represented that the proceeds of the sale of the shares issued to York would be received by Axiom. The registration statement also described the manner in which Axiom would use the proceeds from the sale of York's shares; K. Sirak knew that the proceeds of York's sales of its Axiom stock would be received by York, not Axiom. In addition, the registration statement prepared by Sirak failed to disclose the actual corporate histories of Old Republic and New Republic, as described in subparagraphs A. through F. above; L. During the time period relevant to this proceeding, the common stock of Old Republic, New Republic and Axiom was not registered or approved for registration upon notice of issuance on a national securities exchange, nor were such securities authorized, or approved for authorization upon notice of issuance for quotation on an automated quotation system sponsored by a registered securities association, nor were such securities issued by a registered investment company. At all times relevant to this proceeding the price of Old Republic, New Republic and Axiom common stock was less than five dollars per share. At no time relevant to this matter did Old Republic, New Republic or Axiom have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period; and M. By reason of the conduct described in paragraphs A. through L. above, Sirak caused and willfully aided and abetted violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. IV. In view of the foregoing, it is in the public interest to impose the following sanctions specified in the Offer submitted by Sirak. Accordingly, IT IS ORDERED that: A. Sirak be barred from participating in an offering of any penny stock; and B. Sirak cease and desist from committing or causing any violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary