UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 83920 / August 23, 2018
ADMINISTRATIVE PROCEEDING
File No. 3-18664
In the Matter of
Gepco, Ltd., Imerjn Inc.,
Liverpool Group, Inc.,
Myriad Interactive Media, Inc., and
Y3K Secure Enterprise Software, Inc.
a/k/a Ecuity, Inc.,
Respondents.
ORDER INSTITUTING
ADMINISTRATIVE
PROCEEDINGS AND NOTICE OF
HEARING PURSUANT TO
SECTION 12(j) OF THE
SECURITIES EXCHANGE ACT
OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it necessary and
appropriate for the protection of investors that public administrative proceedings be, and hereby
are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange
Act”) against Respondents Gepco, Ltd., Imerjn Inc., Liverpool Group, Inc., Myriad Interactive
Media, Inc., and Y3K Secure Enterprise Software, Inc. a/k/a Ecuity, Inc. (together,
“Respondents”).
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS1
1. Gepco, Ltd. (“GEPC”) (CIK No. 1454010) is a revoked Nevada corporation
located in Santee, California with a class of securities registered with the Commission pursuant
to Exchange Act Section 12(g). GEPC 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 June 30,
2014, which reported a net loss of $153,380 for the prior six m
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2. Imerjn Inc. (“IMJN”) (CIK No. 1499274) is a revoked Nevada corporation
located in Las Vegas, Nevada with a class of securities registered with the Commission pursuant
to Exchange Act Section 12(g). IMJN 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 October 31,
2014, which reported a operating loss of $1,823,851 for the prior three months. As of July 20,
2018, the common stock of IMJN was traded on the over-the-counter markets.
3. Liverpool Group, Inc. (“Liverpool”) (CIK No. 1431835) is a void Delaware
corporation located in Elkhorn, Nebraska with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). Liverpool 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 December 31, 2012, which reported a net loss of $10,800 for the prior nine
months. On April 20, 2006., Liverpool filed a Chapter 7 petition in the U.S. Bankruptcy Court
for the Southern District of Florida, which was closed on April 18, 2012. As of July 23, 2018,
the common stock of Liverpool was traded on the over-the-counter markets.
4. Myriad Interactive Media, Inc. (“MYRY”) (CIK No. 1096555) is a void Delaware
corporation located in Toronto, Ontario, Canada with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g). MYRY 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 December 31, 2014, which reported a comprehensive net loss of $95,631 for
the prior six months. As of July 20, 2018, the common stock of MYRY was traded on the overthe-counter
markets.
5. Y3K Secure Enterprise Software, Inc. a/k/a Ecuity, Inc. (“ECUI”) (CIK No.
1082673) is a permanently revoked Nevada corporation located in Seattle, Washington with a
class of securities registered with the Commission pursuant to Exchange Act Section 12(g).
ECUI is delinquent in its periodic filings with the Commission, having not filed any periodic
reports since it filed a Form 10-QSB for the period ended September 30, 2006, which reported a
net loss of $49,120 for the prior three months. As of July 20, 2018, the common stock of ECUI
was traded on the over-the-counter markets.
B. DELINQUENT PERIODIC FILINGS
6. As discussed in more detail above, all of the Respondents are delinquent in their
periodic filings with the Commission, have repeatedly failed to meet their obligations to file
timely periodic reports, and failed to heed delinquency letters sent to them by the Division of
Corporation Finance requesting compliance with their periodic filing obligations or, through
their failure to maintain a valid address on file with the Commission as required by Commission
rules, did not receive such letters.
7. Exchange Act Section 13(a) and the rules promulgated thereunder require issuers
of securities registered pursuant to Exchange Act Section 12 to file with the Commission current
and accurate information in periodic reports, even if the registration is voluntary under Section
12(g). Specifically, Rule 13a-1 requires issuers to file annual reports, and Rule 13a-13 requires
domestic issuers to file quarterly reports.
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8. As a result of the foregoing, Respondents failed to comply with Exchange Act
Section 13(a) and Rules 13a-1 and 13a-13 thereunder.
III.
In view of the allegations made by the Division of Enforcement, the Commission deems
it necessary and appropriate for the protection of investors that public administrative proceedings
be instituted to determine:
A. Whether the allegations contained in Section II hereof are true and, in connection
therewith, to afford the Respondents an opportunity to establish any defenses to such allegations;
and,
B. Whether it is necessary and appropriate for the protection of investors to suspend
for a period not exceeding twelve months, or revoke the registration of each class of securities
registered pursuant to Section 12 of the Exchange Act of the Respondents identified in Section II
hereof, and any successor under Exchange Act Rules 12b-2 or 12g-3, and any new corporate
names of any Respondents.
IV.
IT IS ORDERED that a public hearing before the Commission for the purpose of taking
evidence on the questions set forth in Section III hereof shall be convened at a time and place to
be fixed by further order of the Commission, pursuant to Rule 110 of the Commission’s Rules of
Practice, 17 C.F.R. § 201.110.
IT IS FURTHER ORDERED that Respondents shall file an Answer to the allegations
contained in this Order within ten (10) days after service of this Order, as provided by Rule
220(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.220(b).
IT IS FURTHER ORDERED that the Division of Enforcement and Respondents shall
conduct a prehearing conference pursuant to Rule 221 of the Commission’s Rules of Practice, 17
C.F.R. § 201.221, within fourteen (14) days of service of the Answer. The parties may meet in
person or participate by telephone or other remote means; following the conference, they shall
file a statement with the Office of the Secretary advising the Commission of any agreements
reached at said conference. If a prehearing conference was not held, a statement shall be filed
with the Office of the Secretary advising the Commission of that fact and of the efforts made to
meet and confer.
If Respondents fail to file the directed Answers, or fail to appear at a hearing or
conference after being duly notified, the Respondents, and any successor under Exchange Act
Rules 12b-2 or 12g-3, and any new corporate names of any Respondents, may be deemed in
default and the proceedings may be determined against them upon consideration of this Order,
the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f),
and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f),
and 201.310.
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This Order shall be served forthwith upon Respondents by any means permitted by the
Commission’s Rules of Practice.
Attention is called to Rule 151(b) and (c) of the Commission’s Rules of Practice, 17
C.F.R. § 201.151(b) and (c), providing that when, as here, a proceeding is set before the
Commission, all papers (including those listed in the following paragraph) shall be filed with the
Office of the Secretary and all motions, objections, or applications will be decided by the
Commission. The Commission requests that an electronic courtesy copy of each filing should be
emailed to APFilings@sec.gov in PDF text-searchable format. Any exhibits should be sent as
separate attachments, not a combined PDF.
The Commission finds that it would serve the interests of justice and not result in
prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice,
17 C.F.R. § 201.100(c), that notwithstanding any contrary reference in the Rules of Practice to
filing with or disposition by a hearing officer, all filings, including those under Rules 210, 221,
222, 230, 231, 232, 233, and 250 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.210,
221, 222, 230, 231, 232, 233, and 250, shall be directed to and, as appropriate, decided by the
Commission, and that any motion for summary disposition shall be filed under Rule 250(b).
The Commission finds that it would serve the interests of justice and not result in
prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice,
17 C.F.R. § 201.100(c), that the Commission shall issue a decision on the basis of the record in
this proceeding, which shall consist of the items listed at Rule 350(a) of the Commission’s Rules
of Practice, 17 C.F.R. § 201.350(a), and any other document or item filed with the Office of the
Secretary and accepted into the record by the Commission. The provisions of Rule 351 of the
Commission’s Rules of Practice, 17 C.F.R. § 201.351, relating to preparation and certification of
a record index by the Office of the Secretary or the hearing officer are not applicable to this
proceeding.
The Commission will issue a final order resolving the proceeding after one of the
following: (A) the completion of post-hearing briefing in a proceeding where the public hearing
has been completed; (B) the completion of briefing on a motion for a ruling on the pleadings or a
motion for summary disposition pursuant to Rule 250 of the Commission’s Rules of Practice, 17
C.F.R. § 201.250, where the Commission has determined that no public hearing is necessary; or
(C) the determination that a party is deemed to be in default under Rule 155 of the Commission’s
Rules of Practice, 17 C.F.R. § 201.155, and no public hearing is necessary.
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In the absence of an appropriate waiver, no officer or employee of the Commission
engaged in the performance of investigative or prosecuting functions in this or any factually
related proceeding will be permitted to participate or advise in the decision of this matter, except
as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule
making” within the meaning of Section 551 of the Administrative Procedure Act, it is not
deemed subject to the provisions of Section 553 delaying the effective date of any final
Commission action.
By the Commission.
Brent J. Fields
Secretary
