Marvion Inc (MVNC)

[Dragonwing]

Pamela J. Thompson


Between February and April 2005, Thompson assisted in the attempt to use the BCIT shell in a reverse merger to take Carter Care public.

In April 2005, Thompson prepared and faxed false documents to the Nevada Secretary of State that purported to change BCIT’s registered agent and corporate officers. This filing with Nevada designated a nominee as the sole officer and director of the corporation, thereby purporting to cause a change of control.

At the end of April 2005, Thompson’s assistance culminated in the issuance of 41 certificates. The certificates represented over 249 million shares, including 20 million to Thompson. No registration statements were filed in connection with the issuance of these shares of BCIT stock. Throughout this period, Thompson was aware of information demonstrating that another individual was BCIT’s actual president.

On May 24, 2005, Thompson sent a letter to the Depository Trust Corp. informing them that she was BCIT’s new transfer agent. Thompson never registered as a transfer agent with the Commission.

On May 25, 2005, Thompson assisted in ordering the printing of additional new BCIT stock certificates. Thompson faxed the printer a legitimate BCIT stock certificate issued in 2001 and instructed the printer to use those signatures on the new BCIT certificates. The signatures on the certificate were those of its president and its then-secretary who left in early 2002. At the time of their ordering, Thompson had not received permission or direction from BCIT’s president, the only person with relevant authority, to print new stock certificates.

During June and July 2005, Thompson received and sold two million shares of fraudulent BCIT stock, earning profits of $7,632. No registration statements were filed with respect to these stock issuances.

Thompson acted as the transfer agent of BCIT between April and August 2005.

As a result of the conduct described above, Thompson committed violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. In the offer or sale of securities, Section 17(a)(2) makes it unlawful “to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;” and Section 17(a)(3) proscribes “any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.” Violations of Section 17(a)(2) and 17(a)(3) may be established by a showing of negligence. Aaron v. SEC, 446 U.S. 680, 697 (1980); SEC v. Glt. Dain Rauscher, Inc., 254 F.3d 852, 856 (9th Cir. 2001).

Further, as a result of the conduct described above, Thompson committed violations of Sections 5(a) and 5(c) of the Securities Act, which require that issuances of securities be either validly registered or exempt from registration.

Finally, as a result of the conduct described above, Thompson willfully2 violated Section 17A of the Exchange Act and Rule 17Ac2-1 thereunder, which require registration as a transfer agent.

http://www.sec.gov/litigation/admin/2008/33-8899.pdf