D. On June 5, 2003, the United States District Court for the District of Nevada entered a final judgment permanently enjoining Sylver from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, as amended ("Securities Act") [15 U.S.C. §§ 77e(a), 77e(c) and 77q(a)], and Sections 10(b), 13(a), 13(b)(2)(A) and (B) of the Exchange Act
SECURITIES EXCHANGE ACT OF 1934
Release No. 49064 / January 13, 2004
Admin. Proc. File No. 3-11325
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In the Matter of
Michael A. Sylver,
Respondent.
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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934
I.
In these proceedings instituted on October 31, 2003 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Michael A. Sylver ("Sylver" or "Respondent") has submitted an Offer of Settlement ("Offer") which the Securities and Exchange 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 in which the Commission is a party, and without admitting or denying the Commission's findings herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the findings contained in Section II. paragraphs C. and D. below, which are admitted, Sylver consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.
II.
Based on this Order and Sylver's Offer, the Commission finds the following:
A. Sylver, age 48, is a resident of Las Vegas, Nevada. Between 1997 and 2000, he was the president of Amazon Natural Treasures, Inc., now known as Amazon Natural Treasures.com ("Amazon"), a public company.
B. Amazon is a Nevada corporation which at all relevant times was registered under Section 15(d) of the Exchange Act, and therefore had continuing reporting obligations. However, it has not filed any reports with the Commission since the filing of its Form 10-KSB for the fiscal year ended December 31, 1998.
C. On February 28, 2001, the Commission filed a complaint in Securities and Exchange Commission v. Amazon Natural Treasures, Inc., et al., Civil No. CV-S-01-0229-RHL-RJJ (D. Nevada). In its complaint, the Commission alleged, among other things, that from at least 1997 through March 2000, Sylver prepared and/or reviewed, and disseminated, numerous materially false and misleading statements and omissions made by Amazon in public filings with the Commission, press releases, its Internet web site [www.amazon-treasures.com], and other documents disseminated to the public concerning the company's products, revenues and prospective earnings. The complaint further alleged Sylver aided and abetted Amazon's failure to develop and maintain adequate books and records and internal accounting controls. The complaint further alleged that Sylver aided and abetted Amazon's failure to file with the Commission its Form 10-KSB for the year ended December 31, 1999 and its late filing of three Form 10-QSBs for its fiscal years 1999 and 2000. Finally, the complaint alleged that, from at least 1997 through 1999, Sylver participated in Amazon's sales of millions of shares of unregistered, non-exempt stock.
D. On June 5, 2003, the United States District Court for the District of Nevada entered a final judgment permanently enjoining Sylver from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, as amended ("Securities Act") [15 U.S.C. §§ 77e(a), 77e(c) and 77q(a)], and Sections 10(b), 13(a), 13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. §§ 78j(b), 78m(a), 77m(b)(2)(A) and 77m(b)(2)(B)], and Rules 10b-5, 12b-20, 12b-25, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder [17 C.F.R. 240.10b-5, 240.12b-20, 240.12b-25, 240.13a-1, 240.13a-13, 240.13b2-1 and 240.13b2-2]. Sylver consented to the issuance of the injunction without admitting or denying the allegations of the complaint.
E. During 1997 through March 2000, Amazon common stock was a penny stock. During the same period, Sylver participated in an offering of Amazon stock, and therefore participated in an offering of a penny stock.
III.
Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer.
Accordingly, IT IS ORDERED that Sylver be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
Secretary
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