In the Matter of The Hartcourt Companies, Inc.,
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UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 68409 / December 12, 2012
ADMINISTRATIVE PROCEEDING
File No. 3-15128
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 68409 / December 12, 2012
ADMINISTRATIVE PROCEEDING
File No. 3-15128
In the Matter of
The Hartcourt Companies, Inc.,
Hawksdale Financial Visions, Inc. (n/k/a
Advanced Medical Institute, Inc.),
Healthcare Providers Direct, Inc.,
Heartland Oil & Gas Corp.,
Hellenic Solutions Corp., and
HIV-VAC, Inc. (n/k/a Grupo
International, Inc.),
Respondents.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS
AND NOTICE OF HEARING
PURSUANT TO SECTION 12(j) OF
THE SECURITIES EXCHANGE ACT
OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it necessary
and appropriate for the protection of investors that public administrative proceedings be,
and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of
1934 (“Exchange Act”) against Respondents The Hartcourt Companies, Inc., Hawksdale
Financial Visions, Inc. (n/k/a Advanced Medical Institute, Inc.), Healthcare Providers
Direct, Inc., Heartland Oil & Gas Corp., and HIV-VAC, Inc. (n/k/a Grupo International,
Inc.).
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. The Hartcourt Companies, Inc. (CIK No. 949427) is an expired Utah
corporation located in Shanghai, China with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Hartcourt is delinquent in its
periodic filings with the Commission, having not filed any periodic reports since it filed a
Hawksdale Financial Visions, Inc. (n/k/a
Advanced Medical Institute, Inc.),
Healthcare Providers Direct, Inc.,
Heartland Oil & Gas Corp.,
Hellenic Solutions Corp., and
HIV-VAC, Inc. (n/k/a Grupo
International, Inc.),
Respondents.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS
AND NOTICE OF HEARING
PURSUANT TO SECTION 12(j) OF
THE SECURITIES EXCHANGE ACT
OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it necessary
and appropriate for the protection of investors that public administrative proceedings be,
and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of
1934 (“Exchange Act”) against Respondents The Hartcourt Companies, Inc., Hawksdale
Financial Visions, Inc. (n/k/a Advanced Medical Institute, Inc.), Healthcare Providers
Direct, Inc., Heartland Oil & Gas Corp., and HIV-VAC, Inc. (n/k/a Grupo International,
Inc.).
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. The Hartcourt Companies, Inc. (CIK No. 949427) is an expired Utah
corporation located in Shanghai, China with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Hartcourt is delinquent in its
periodic filings with the Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended November 30, 2009. As of December 3, 2012, the
company’s stock (symbol “HRCT”) was quoted on OTC Link (previously, “Pink
Sheets”) operated by OTC Markets Group, Inc. (“OTC Link”), had seven market makers,
and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
2. Hawksdale Financial Visions, Inc. (n/k/a Advanced Medical Institute, Inc.)
(CIK No. 1096620) is a revoked Nevada corporation located in Alexandria, New South
Wales, Australia with a class of securities registered with the Commission pursuant to
Exchange Act Section 12(g). Hawksdale is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a Form 10-Q for period
ended December 31, 2009, which reported a net loss of over $4.24 million for the prior
three months. As of December 3, 2012, the company’s stock (symbol “AVMD”) was
quoted on OTC Link, had five market makers, and was eligible for the “piggyback”
exception of Exchange Act Rule 15c2-11(f)(3).
3. Healthcare Providers Direct, Inc. (CIK No. 1305748) is a revoked Nevada
corporation located in Stone Harbor, New Jersey with a class of securities registered with
the Commission pursuant to Exchange Act Section 12(g). Healthcare Providers is
delinquent in its periodic filings with the Commission, having not filed any periodic
reports since it filed a Form 10-Q for the period ended September 30, 2008, which
reported a net loss of over $2.75 million for the prior nine months. On July 9, 2010, the
company filed a Chapter 11 petition in the U.S. Bankruptcy Court for the District of New
Jersey, which was terminated on November 30, 2010. As of December 3, 2012, the
company’s stock (symbol “HPRD”) was quoted on OTC Link, had seven market makers,
and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
4. Heartland Oil & Gas Corp. (CIK No. 1075636) is a revoked Nevada
corporation located in Jacksboro, Texas with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Heartland is delinquent in its
periodic filings with the Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended June 30, 2008, which reported a net loss of over $28.6
million for the prior six months. As of December 3, 2012, the company’s stock (symbol
“HTOG”) was quoted on OTC Link, had seven market makers, and was eligible for the
“piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
5. Hellenic Solutions Corp. (CIK No. 1368195) is a Cayman Islands corporation
located in Athens, Greece with a class of securities registered with the Commission
pursuant to Exchange Act Section 12(g). Hellenic Solutions is delinquent in its periodic
filings with the Commission, having not filed any periodic reports since it filed a Form
10-Q for the period ended September 30, 2010. As of December 3, 2012, the company’s
stock (symbol “AEGZF”) was quoted on OTC Link, had five market makers, and was
eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
6. HIV-VAC, Inc. (CIK No. 1103252) (n/k/a Grupo International, Inc.) (CIK No.
1082576) is a revoked Nevada corporation located in Collingwood, Ontario, Canada with
a class of securities registered with the Commission pursuant to Exchange Act Section
12(g). On May 11, 2000, HIV-VAC filed a Form 8-K12G3, reporting itself as the
successor registrant of Lifeplan (CIK No. 1103252). HIV-VAC was issued a new CIK
number (1082576). Thus, the issuer has two CIK numbers. HIV-VAC (f/k/a Lifeplan)
(CIK No. 1103252) is delinquent in its periodic filings with the Commission, having not
filed any periodic reports since it filed a Form 10-SB registration statement on January
20, 2000, which reported a net loss of $7,228 for the year ended December 31, 1999.
HIV-VAC (n/k/a Grupo International, Inc.) (CIK No. 1082576) is delinquent in its
periodic filings with the Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended December 31, 2010, which reported a net loss of over
$7.26 million from its January 10, 1997 inception to March 31, 2011. As of December 3,
2012, the company’s stock (symbol “GRPI”) was quoted on OTC Link, had six market
makers, and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-
11(f)(3).
B. DELINQUENT PERIODIC FILINGS
7. As discussed in more detail above, all of the Respondents are delinquent in
their periodic filings with the Commission, have repeatedly failed to meet their
obligations to file timely periodic reports, and failed to heed delinquency letters sent to
them by the Division of Corporation Finance requesting compliance with their periodic
filing obligations or, through their failure to maintain a valid address on file with the
Commission as required by Commission rules, did not receive such letters.
8. Exchange Act Section 13(a) and the rules promulgated thereunder require
issuers of securities registered pursuant to Exchange Act Section 12 to file with the
Commission current and accurate information in periodic reports, even if the registration
is voluntary under Section 12(g). Specifically, Rule 13a-1 requires issuers to file annual
reports, and Rule 13a-13 requires domestic issuers to file quarterly reports.
9. As a result of the foregoing, Respondents failed to comply with Exchange Act
Section 13(a) and Rules 13a-1 and 13a-13 thereunder.
III.
In view of the allegations made by the Division of Enforcement, the Commission
deems it necessary and appropriate for the protection of investors that public
administrative proceedings be instituted to determine:
A. Whether the allegations contained in Section II hereof are true and, in
connection therewith, to afford the Respondents an opportunity to establish any defenses
to such allegations; and,
B. Whether it is necessary and appropriate for the protection of investors to
suspend for a period not exceeding twelve months, or revoke the registration of each
class of securities registered pursuant to Section 12 of the Exchange Act of the
Respondents identified in Section II hereof, and any successor under Exchange Act Rules
12b-2 or 12g-3, and any new corporate names of any Respondents.
IV.
IT IS HEREBY ORDERED that a public hearing for the purpose of taking
evidence on the questions set forth in Section III hereof shall be convened at a time and
place to be fixed, and before an Administrative Law Judge to be designated by further
order as provided by Rule 110 of the Commission’s Rules of Practice [17 C.F.R. §
201.110].
IT IS HEREBY FURTHER ORDERED that Respondents shall file an Answer to
the allegations contained in this Order within ten (10) days after service of this Order, as
provided by Rule 220(b) of the Commission’s Rules of Practice [17 C.F.R. § 201.220(b)].
If Respondents fail to file the directed Answers, or fail to appear at a hearing after
being duly notified, the Respondents, and any successor under Exchange Act Rules 12b-2
or 12g-3, and any new corporate names of any Respondents, may be deemed in default
and the proceedings may be determined against it upon consideration of this Order, the
allegations of which may be deemed to be true as provided by Rules 155(a), 220(f),
221(f), and 310 of the Commission’s Rules of Practice [17 C.F.R. §§ 201.155(a),
201.220(f), 201.221(f), and 201.310].
This Order shall be served forthwith upon Respondents personally or by certified,
registered, or Express Mail, or by other means permitted by the Commission Rules of
Practice.
IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an
initial decision no later than 120 days from the date of service of this Order, pursuant to
Rule 360(a)(2) of the Commission’s Rules of Practice [17 C.F.R. § 201.360(a)(2)].
In the absence of an appropriate waiver, no officer or employee of the
Commission engaged in the performance of investigative or prosecuting functions in this
or any factually related proceeding will be permitted to participate or advise in the
decision of this matter, except as witness or counsel in proceedings held pursuant to
notice. Since this proceeding is not “rule making” within the meaning of Section 551 of
the Administrative Procedure Act, it is not deemed subject to the provisions of Section
553 delaying the effective date of any final Commission action.
By the Commission.
Elizabeth M. |
