UNITED STATES OF AMERICA Before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES EXCHANGE ACT OF 1934
Release No. 52933/December 9, 2005
ADMINISTRATIVE PROCEEDING
File No. 3-12100
In the Matter of :
:
MICROAGE, INC., :
NETWORK COMPUTING DEVICES, INC., : ORDER MAKING FINDINGS AND
PACIFIC SYSTEMS CONTROL : REVOKING REGISTRATION
TECHNOLOGY, INC., : BY DEFAULT AS TO
PHARMAPRINT, INC., : PHARMAPRINT, INC.,
PINNACLE MICRO, INC., : PINNACLE MICRO, INC.,
SUNRISE TECHNOLOGIES : SUNRISE TECHNOLOGIES
INTERNATIONAL, INC., and : INTERNATIONAL, INC., and
THEHEALTHCHANNEL.COM, INC. : THEHEALTHCHANNEL.COM, INC.
SUMMARY
This Order revokes the registration of the common stock of Pharmaprint, Inc. (“PPRT”),
Pinnacle Micro, Inc. (“PNLEQ”), Sunrise Technologies International, Inc. (“SNRS”), and
thehealthchannel.com, Inc. (“THCH”) (collectively, “Respondents”). The revocation is based on
Respondents’ repeated failure to file required periodic reports with the Securities and Exchange
Commission (“Commission”).
I. BACKGROUND
The Commission initiated this proceeding on November 8, 2005, with an Order Instituting
Proceedings (“OIP”), pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange
Act”). The OIP alleges that common stock of each Respondent is registered with the Commission
under Section 12(g) of the Exchange Act, and that each has failed to file any required annual and
quarterly reports with the Commission for four or more years. Respondents, which are Delaware
corporations, were served with the OIP in accordance with 17 C.F.R. § 201.141(a)(2)(ii) and 8
Del. Code § 321. Their Delaware registered agents were served on November 10, 2005.1
1 Additionally, the Secretary of State of Delaware was served on November 10, 2005. Service
on the Secretary of State of Delaware is permitted under 8 Del. Code § 321(b) if “due diligence”
attempts to serve a corporation’s registered agent pursuant to Section 321(a) fail.
2
Respondents’ Answers were due within ten days of service. See 17 C.F.R. § 201.220(b); OIP at
4. To date, no Respondent has filed an Answer to the OIP or sent any other correspondence to the
Commission. Thus, Respondents have failed to answer or otherwise to defend the proceeding
within the meaning of 17 C.F.R. § 201.155(a)(2). Accordingly, Respondents are in default, and the
undersigned finds that the allegations in the OIP are true as to them.2 See 17 C.F.R. §§ 201.155(a),
.220(f); OIP at 4.
II. FINDINGS OF FACT
All four Respondents are Delaware corporations with common stock registered with the
Commission pursuant to Section 12(g) of the Exchange Act. All four have a void status with the
Secretary of State of Delaware.
PPRT (CIK 935155)3 is delinquent in its periodic filings, having last filed a periodic
report on Form 10-Q for the quarter ended December 31, 2000. That Form 10-K, which is
publicly available on the Commission’s EDGAR database, reported that PPRT had $1,413,304 in
assets and $14,943,327 in liabilities and a net loss of $3,142,907 for the nine months ended
December 31, 2000. Currently, its shares are quoted on the Pink Sheets under ticker symbol
“PPRT.”4
PNLEQ (CIK 904344) is delinquent in its periodic filings, having last filed a periodic
report on Form 10-K for the year ended December 25, 1999. That Form 10-Q, which is publicly
available on the Commission’s EDGAR database, reported that PNLEQ had $4,275,000 in assets
and $27,298,000 in liabilities and a net loss of $3,002,000 for the year ended December 25,
1999. Currently, its shares are quoted on the Pink Sheets under ticker symbol “PNLEQ.”5
PNLEQ filed a Chapter 11 bankruptcy proceeding on April 20, 2000; the bankruptcy proceeding
closed on December 19, 2002.6 Previously, the Commission ordered PNLEQ to cease and desist
2 Previously, Respondents were advised that each Respondent that fails to file an Answer within
ten days of being served with the OIP would be deemed to be in default, and the undersigned
would enter an order revoking the registration of its stock. See Microage, Inc., Admin. Proc. No.
3-12100 (A.L.J. Nov. 21, 2005) (citing 17 C.F.R. §§ 201.155(a), .220(f)).
3 The CIK number is a unique identifier for each corporation in the Commission’s EDGAR
database. The user can retrieve filings of a corporation by using its CIK number.
4 PPRT has had an annual high of 2 cents and an annual low of 0.01 cents.
pinksheets.com (last visited Dec. 9, 2005).
5 PNLEQ has had an annual high of 2 cents and an annual low of 0.01 cents.
pinksheets.com PNLEQ (last visited Dec. 9, 2005)
6 In addition to providing quotes, the Pink Sheets website warns that PNLEQ is in bankruptcy
and provides a link to the Commission’s website.
sec.gov (last visited Dec. 9, 2005).
3
from violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a-1. Pinnacle Micro, Inc.,
65 SEC Docket 2088 (Oct. 3, 1997).
SNRS (CIK 846771) is delinquent in its periodic filings, having last filed a periodic
report on Form 10-Q for the quarter ended September 30, 2001. That Form 10-Q, which is
publicly available on the Commission’s EDGAR database, reported that SNRS had $18,863,000
in assets and $23,273,000 in liabilities and a net loss of $19,853,000 for the nine months ended
September 30, 2001. Currently, its shares are quoted on the Pink Sheets under ticker symbol
“SNRS.”7 SNRS filed a Chapter 7 bankruptcy proceeding on September 23, 2002; the
bankruptcy proceeding terminated on February 21, 2003.
THCH (CIK 1042373) is delinquent in its periodic filings, having last filed a periodic
report on Form 10-QSB for the quarter ended September 30, 2001.8 That Form 10-QSB, which
is publicly available on the Commission’s EDGAR database, reported that THCH had $46,260 in
assets and $2,217,455 in liabilities and a net loss of $2,154,079 for the nine months ended
September 30, 2001. Currently, its shares are quoted on the Pink Sheets under ticker symbol
“THCH.” 9
III. CONCLUSIONS OF LAW
By failing to file required annual and quarterly reports, Respondents violated Exchange
Act Section 13(a) and Rules 13a-1 and 13a-13. Additionally, PNLEQ violated the
Commission’s order that it cease and desist from violating those provisions.
IV. SANCTION
Revocation of the registration of the stock of Respondents will serve the public interest
and the protection of investors, pursuant to Section 12(j) of the Exchange Act. Revocation will
help ensure that the corporate shell is not later put to an illicit use involving publicly traded
securities manipulated to the detriment of market participants. Further, revocation accords with
Commission 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 Neurotech Dev. Corp., 84 SEC Docket 3938 (A.L.J. Mar. 1, 2005); 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). Respondents’ violations were recurrent, egregious, and deprived the
7 SNRS has had an annual high of 5 cents and an annual low of 0.01 cents.
pinksheets.com SNRS (last visited Dec. 9, 2005).
8 Forms 10-KSB and 10-QSB may be filed, in lieu of Forms 10-K and 10-Q, by a company that
is a “small business issuer.” See 17 C.F.R. § 228.10(a).
9 THCH has had an annual high of 1 cent and an annual low of 0.01 cents.
pinksheets.com THCH (last visited Dec. 9, 2005).
4
investing public of current and accurate financial information on which to make informed
decisions.
Failure to file periodic reports violates 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);
accord e-Smart Techs., Inc., 83 SEC Docket 3586, 3590 & n.20 (Oct. 12, 2004). The
Commission has warned that “many publicly traded companies that fail to file on a timely basis
are ‘shell companies’ and, as such, attractive vehicles for fraudulent stock manipulation
schemes.” e-Smart Techs., Inc., 83 SEC Docket at 3590-91 n.14.
V. ORDER
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 PHARMAPRINT, INC., IS
REVOKED;
the REGISTRATION of the common stock of PINNACLE MICRO, INC., IS
REVOKED;
the REGISTRATION of the common stock of SUNRISE TECHNOLOGIES
INTERNATIONAL, INC., IS REVOKED; and
the REGISTRATION of the common stock of
THEHEALTHCHANNEL.COM, INC., IS REVOKED.
______________________________
Carol Fox Foelak
Administrative Law Judge |
