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UNITED STATES OF AMERICA
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In the Matter of PIRANHA, INC., Respondent. |
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ORDER MAKING FINDINGS AND REVOKING REGISTRATION BY DEFAULT |
This Order revokes the registration of the common stock of Piranha, Inc. (Piranha). The revocation is based on Piranha's repeated failure to file required periodic reports with the Securities and Exchange Commission (Commission).
The Commission initiated this proceeding on September 3, 2004, with an Order Instituting Proceedings (OIP), pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act). The OIP alleges that Piranha's common stock is registered under Section 12(g) of the Exchange Act, and that Piranha has failed to file its required annual and quarterly reports since the quarter ended March 31, 2001. Piranha was served with the OIP on September 22, 2004. Piranha failed to file an answer, due on October 12. The Division of Enforcement has filed a Motion for Default. A Respondent that fails to file an answer to the OIP may be deemed to be in default, and the administrative law judge may determine the proceeding against it. See 17 C.F.R. §§ 201.155(a), .220(f). Piranha is in default, and the undersigned finds that the allegations in the OIP are true.
Piranha's common stock is, and was during the time at issue, registered with the Commission pursuant to Section 12(g) of the Exchange Act. Piranha failed to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB for any fiscal period subsequent to its fiscal quarter ended March 31, 2001.
By failing to file required annual and quarterly reports, Piranha violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13.
Revocation of the registration of Piranha's common stock will serve the public interest and the protection of investors, pursuant to Section 12(j) of the Exchange Act. Revocation accords with Commission precedent and sanction considerations set forth in Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979), and with the sanctions imposed in similar cases in which corporations violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 by failing to file required annual and quarterly reports. See Hamilton Bancorp, Inc., 79 SEC Docket 2680 (A.L.J. Feb. 24, 2003); WSF Corp., 77 SEC Docket 1831 (A.L.J. May 8, 2002).
Piranha violated a crucial provision of the Exchange Act. The purpose of the periodic reporting requirements is to publicly disclose current, accurate financial information about an issuer so that investors may make informed decisions:
The reporting requirements of the Securities Exchange Act of 1934 is the primary tool which Congress has fashioned for the protection of investors from negligent, careless, and deliberate misrepresentations in the sale of stock and securities. Congress has extended the reporting requirements even to companies which are "relatively unknown and insubstantial."
SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977) (quoting legislative history).
Piranha's violations were recurrent, egregious, and deprived the investing public of current and accurate financial information on which to make informed decisions.
IT IS ORDERED that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, 15 U.S.C. § 78l(j), the REGISTRATION of the common stock of Piranha, Inc., IS REVOKED.
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Carol Fox Foelak
Administrative Law Judge
http://www.sec.gov/litigation/admin/34-50524.htm
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