INITIAL DECISION RELEASE NO. 933
ADMINISTRATIVE PROCEEDING
FILE NO. 3-16965
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of
AFRICAN COPPER CORP.,
GENMED HOLDING CORP., and
YANGLIN SOYBEAN, INC.
INITIAL DECISION ON DEFAULT AS TO
AFRICAN COPPER CORP. AND GENMED
HOLDING CORP.
December 29, 2015
APPEARANCE: Neil J. Welch, Jr., for the Division of Enforcement,
Securities and Exchange Commission
BEFORE: Brenda P. Murray, Chief Administrative Law Judge
On November 19, 2015, the Securities and Exchange Commission issued an Order
Instituting Administrative Proceedings (OIP) pursuant to Section 12(j) of the Securities
Exchange Act of 1934, alleging that Respondents have securities registered with the Commission
pursuant to Section 12(g) of the Exchange Act and have not filed required periodic reports.
Respondents Genmed Holding Corp. and African Copper Corp. (the two Respondents) were
served with the OIP on November 20 and 27, 2015, and Answers were due on November 30 and
December 10, 2015, respectively. African Copper Corp., Admin. Proc. Rulings Release No.
3392, 2015 SEC LEXIS 5070 (Dec. 14, 2015). I ordered that a telephonic prehearing conference
be held on December 9, 2015, and warned that I would default any Respondent that did not file
an Answer, appear at the prehearing conference, or otherwise defend the proceeding. African
Copper Corp., Admin. Proc. Rulings Release No. 3353, 2015 SEC LEXIS 4879 (Nov. 25, 2015).
No Respondent appeared at the prehearing conference, and I ordered the two Respondents to
show cause by December 23, 2015, why the registrations of their securities should not be
revoked by default due to their failure to file Answers, appear at the prehearing conference, or
otherwise defend this proceeding. African Copper Corp., 2015 SEC LEXIS 5070. To date no
Respondent has filed an Answer, responded to the show cause order, or otherwise defended the
proceeding.1
1 This Initial Decision does not apply to Respondent Yanglin Soybean, Inc., which has not yet
been served with the OIP. See African Copper Corp., 2015 SEC LEXIS 5070, at *2 n.1.
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Findings of Fact
The two Respondents are in default for failing to file Answers, attend the prehearing
conference, or otherwise defend the proceeding. See OIP at 3; 17 C.F.R. §§ 201.155(a)(1)-(2),
.220(f), .221(f). Accordingly, as authorized by Rule of Practice 155(a), 17 C.F.R. §
201.155(a)(1)-(2), I find the following allegations in the OIP to be true.
African Copper Corp., Central Index Key (CIK) No. 1526185, is a revoked Nevada
corporation located in Mowbray, Cape Town, South Africa, with a class of securities registered
with the Commission pursuant to Exchange Act Section 12(g). The company 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 January 31, 2013, which reported a net loss of $189,977 from the
company’s April 6, 2011, inception to January 31, 2013. As of November 10, 2015, the
company’s stock (symbol ACCS) was quoted on OTC Link (previously, Pink Sheets) operated
by OTC Markets Group, Inc. (OTC Link), had six market makers, and was eligible for the
“piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
Genmed Holding Corp., CIK No. 1061688, is a revoked Nevada corporation located in
Zoetermeer, The Netherlands, with a class of securities registered with the Commission pursuant
to Exchange Act Section 12(g). The company is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a Form 10-K for the period
ended December 31, 2012, which reported a net loss of $1,429,690 for the prior twelve months.
As of November 10, 2015, the company’s stock (symbol GENM) was quoted on OTC Link, had
six market makers, and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-
11(f)(3).
In addition to their repeated failures to file timely periodic reports, the two Respondents
failed to heed delinquency letters sent to them by the Commission’s Division of Corporation
Finance requesting compliance with their periodic filing obligations or, through their failures to
maintain valid addresses on file with the Commission as required by Commission rules, did not
receive such letters.
Conclusions of Law
Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 require issuers of securities
registered with the Commission pursuant to Exchange Act Section 12 to file with the
Commission current and accurate information in annual and quarterly reports, even if the
registration is voluntary under Exchange Act Section 12(g). Specifically, Exchange Act Rule
13a-1 requires issuers to file annual reports and Exchange Act Rule 13a-13 requires domestic
issuers to file quarterly reports. See 17 C.F.R. §§ 240.13a-1, .13a-13. The two Respondents
have failed to do so. “Compliance with those requirements is mandatory and may not be subject
to conditions from the registrant.” America’s Sports Voice, Inc., Exchange Act Release No.
55511, 2007 SEC LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act Release
No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007). By failing to timely file required periodic
reports, the two Respondents violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13.
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Sanctions
Exchange Act Section 12(j) authorizes the Commission, “as it deems necessary or
appropriate for the protection of investors,” to revoke the registration of a class of securities or
suspend the registration for a period not exceeding twelve months if it finds, after notice and an
opportunity for hearing, that the issuer of the security has failed to comply with any provision of
the Exchange Act or rules thereunder. In determining what sanctions will adequately protect
investors, the Commission “consider[s], among other things, the seriousness of the issuer’s
violations, the isolated or recurrent nature of the violations, the degree of culpability involved,
the extent of the issuer’s efforts to remedy its past violations and ensure future compliance, and
the credibility of its assurances, if any, against further violations.” Gateway Int’l Holdings, Inc.,
Exchange Act Release No. 53907, 2006 SEC LEXIS 1288, at *19-20 (May 31, 2006).
The two Respondents’ failures to file required periodic reports are serious violations
because the reporting requirements of the Exchange Act are the primary tool that Congress
fashioned for the protection of investors from negligent, careless, and deliberate
misrepresentations in the sale of securities. SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st
Cir. 1977). The two Respondents’ violations are recurrent in that they repeatedly failed to file
periodic reports. See Impax Labs., Inc., Exchange Act Release No. 57864, 2008 SEC LEXIS
1197, at *25-26 (May 23, 2008) (respondent’s failure to make eight filings over an eighteenmonth
period considered recurrent). The two Respondents are culpable because they knew, or
should have known, of their obligation to file periodic reports. See 17 C.F.R. §§ 249.308a, .310
(Commission Forms 10-Q, 10-K); Robert L. Burns, Investment Advisers Act of 1940 Release
No. 3260, 2011 SEC LEXIS 2722, at *40 n.60 (Aug. 5, 2011) (stating that the Commission has
“repeatedly held that ignorance of the securities laws is not a defense to liability thereunder”).
By not participating in this proceeding, the two Respondents forfeited an opportunity to show
they have made efforts to remedy their past violations and to offer assurances against further
violations. On these facts, it is necessary and appropriate for the protection of investors to
revoke the registrations of each class of the two Respondents’ registered securities.
Order
I ORDER that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, the
registrations of each class of registered securities of African Copper Corp. and Genmed Holding
Corp. are REVOKED.
This Initial Decision shall become effective in accordance with and subject to the provisions
of Rule of Practice 360. See 17 C.F.R. § 201.360. Pursuant to that Rule, I FURTHER ORDER
that a party may file a petition for review of this Initial Decision within twelve days after service
of the Initial Decision. See 17 C.F.R. § 201.360(b). A party may also file a motion to correct a
manifest error of fact within ten days of the Initial Decision, pursuant to Rule of Practice 111. 17
C.F.R. § 201.111. If a motion to correct a manifest error of fact is filed by a party, then a party
shall have twenty-one days to file a petition for review from the date of the order resolving such
motion to correct a manifest error of fact. The Initial Decision will not become final until the
Commission enters an order of finality. The Commission will enter an order of finality unless a
party files a petition for review or motion to correct a manifest error of fact or the Commission
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