SEC: ID-572 Mar. 11, 2014 North China Horticulture, Inc.
INITIAL DECISION RELEASE NO. 572
ADMINISTRATIVE PROCEEDING
File No. 3-15457
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of
NORTH CHINA HORTICULTURE, INC.
INITIAL DECISION OF DEFAULT
March 11, 2014
APPEARANCE: David S. Frye for the Division of Enforcement, Securities and Exchange
Commission
BEFORE: Cameron Elliot, Administrative Law Judge
SUMMARY
This Initial Decision revokes the registration of the registered securities of Respondent
North China Horticulture, Inc. (Respondent). The revocation is based on Respondent’s failure to
timely file required periodic reports with the Securities and Exchange Commission (Commission).
INTRODUCTION
The Commission initiated this proceeding with an Order Instituting Administrative
Proceedings (OIP), pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange
Act), on September 6, 2013. The OIP alleges that Respondent has a class of securities registered
with the Commission pursuant to Exchange Act Section 12(g) and has repeatedly failed to file
timely periodic reports with the Commission, in violation of Exchange Act Section 13(a) and Rules
13a-1 and 13a-13 thereunder. I found that Respondent was served with the OIP by December 4,
2013, in accordance with Commission Rule of Practice (Rule) 141(a)(2)(iv), 17 C.F.R.
§ 201.141(a)(2)(iv). North China Horticulture, Inc., Admin. Proc. Rulings Release No. 1273, 2014
SEC LEXIS 697 (Feb. 27, 2014). Respondent’s Answer was due within ten days after service of
the OIP. Id. (citing OIP at 2; 17 C.F.R. § 201.220(b)). On February 27, 2014, I ordered
Respondent to show cause by March 10, 2014, why this proceeding should not be determined
against it due to its failure to file an Answer or otherwise defend this proceeding, and warned that if
Respondent failed to respond to the Order to Show Cause, the registration of its securities would be
revoked. Id. To date, Respondent has not filed an Answer or responded to the Order to Show
Cause.
Respondent is in default for failing to file an Answer or otherwise defend the
proceeding. See OIP at 2; 17 C.F.R. §§ 201.155(a)(2), .220(f). Accordingly, as authorized by Rule
155(a), I find the following allegations in the OIP to be true.
Respondent (CIK No. 1280821) is a defaulted Nevada corporation located in Dandong City,
Liaoning, China, with a class of securities registered with the Commission pursuant to Exchange
Act Section 12(g). Respondent 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, 2011,
which reported a net loss of $2,640,775 for the prior nine months. As of August 28, 2013,
Respondent’s common stock was quoted on OTC Link (formerly “Pink Sheets”) operated by OTC
Markets Group Inc., had five market makers, and was eligible for the “piggyback” exception of
Exchange Act Rule 15c2-11(f)(3).
In addition to its repeated failures to file timely periodic reports, Respondent failed to heed a
delinquency letter sent to it by the Division of Corporation Finance requesting compliance with its
periodic filing obligations.
CONCLUSIONS OF LAW
Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder require public
corporations to file annual and quarterly reports with the Commission. “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 (Mar. 22, 2007), 90 SEC Docket 879,
885, motion for reconsideration denied, Exchange Act Release No. 55867 (June 6, 2007), 90 SEC
Docket 2419. Scienter, “a mental state embracing intent to deceive, manipulate, or defraud,” is not
required to establish violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a-13. SEC v.
Wills, 472 F. Supp. 1250, 1268 & n.15 (D.D.C. 1978); see SEC v. McNulty, 137 F.3d 732, 740-41
(2d Cir. 1998). There is no genuine issue of material fact that Respondent failed to timely file
required periodic reports. As a result of the foregoing, Respondent has failed to comply with
Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.
FINDINGS OF FACT
Respondent is in default for failing to file an Answer or otherwise defend the
proceeding. See OIP at 2; 17 C.F.R. §§ 201.155(a)(2), .220(f). Accordingly, as authorized by Rule
155(a), I find the following allegations in the OIP to be true.
Respondent (CIK No. 1280821) is a defaulted Nevada corporation located in Dandong City,
Liaoning, China, with a class of securities registered with the Commission pursuant to Exchange
Act Section 12(g). Respondent 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, 2011,
which reported a net loss of $2,640,775 for the prior nine months. As of August 28, 2013,
Respondent’s common stock was quoted on OTC Link (formerly “Pink Sheets”) operated by OTC
Markets Group Inc., had five market makers, and was eligible for the “piggyback” exception of
Exchange Act Rule 15c2-11(f)(3).
In addition to its repeated failures to file timely periodic reports, Respondent failed to heed a
delinquency letter sent to it by the Division of Corporation Finance requesting compliance with its
periodic filing obligations." QUOTED.
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