UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Washington, DC
In the Matter of: ARTFEST INTERNATIONAL, INC.,
INITIAL DECISION AS TO ARTFEST: INTERNATIONAL, INC. April 30, 2013
APPEARANCES: Jonathan D. Leinwand, Esq., for Artfest International, Inc.
BEFORE: Brenda P. Murray, Chief Administrative Law Judge
Findings of Fact and Conclusions of Law
Artfest is a revoked Nevada corporation located in Dallas, Texas, with a class of securities registered with the Commission pursuant to Section 12(g) of the Exchange Act. See Declaration, Exs. 1, 2; OIP at 1; Answer. Artfest’s claims that it had no notice that it was delinquent in its filings are irrelevant and untrue. An entity that registered securities with the Commission is responsible for knowing its obligation to file periodic reports and for keeping a valid address on file with the Commission. See 17 C.F.R. § 240.13a-1, 13a-13. On November 30, 2012, the Commission’s Division of Corporation Finance sent a letter of delinquency by certified mail to “Mr. Edward Vakser, President, Artfest, 13300 Branch View Lane, Dallas, Texas 75234.” Declaration, Ex. 3. This address was the address that appeared on Artfest’s most recent filing with the Commission, which was a Form 10-K/A filed on October 20, 2011. Declaration, Exs. 5, 6. As of February 5 and April 3, 2013, Artfest’s stock was trading on the over-the-counter markets. OIP at 2; Answer; Declaration, Ex. 4.
Artfest does not deny that its last required periodic filing with the Commission was a Form 10-K/A filed October 20, 2011. Tr. 4; OIP at 1; Answer; Declaration, Ex. 5. Artfest represents that it has engaged a new auditor and intends to file all delinquent periodic reports. Tr. 9; Answer. However, the sworn Declaration states that:
On March 22, 2013, I spoke by telephone with David Brooks of D. Brooks & Associates, which had been announced as the new auditor for Artfest. Mr. Brooks told me he had received an engagement letter from Artfest on February 12, 2013, but not his retainer of $2,000, nor any information upon which to begin the audit. Mr. Brooks said he had not done any of his client acceptance procedures either because he had not been paid his retainer. On April 3, 2013, Mr. Brooks left me a voicemail stating that the status of his audit of Artfest was the same, and that no retainer had yet been paid and no audit work had been done....
The Motion is granted because Artfest has failed to comply with Section 13(a) of the Exchange Act and Exchange Rules 13a-1 and 13a-13 thereunder, there are no material issues of fact, and the Division is correct on the merits as a matter of law....
The reporting requirements of the Securities Exchange Act of 1934 is the primary tool which Congress has fashioned for the protection of investors from negligent, careless, and deliberate misrepresentations in the sale of stock and securities. Congress has extended the reporting requirements even to companies which are ‘relatively unknown and insubstantial.’
Analysis shows.. Artfest has been in consistent violation of the periodic filing requirements for over two years and three months, involving numerous quarterly filings and two annual filings with audited financials; that from its prior filings it knew what was required; and that it gave false representations that an accountant would soon submit audited materials because it has not paid $2,000, an amount necessary for the work to begin.
Based on the findings and conclusions set forth above:
I ORDER THAT, pursuant to Section 12(j) of the Securities Exchange Act of 1934, the registration of each class of registered securities of Artfest International, Inc., is hereby REVOKED.
Leinwand was legal counsel for Eddie's TDEY https://m.investorshangout.com/post/view?id=1163177 In 2018 Eddie agreed to a reverse merger of TDEY with Leinwand & Co. They changed the name and ticker symbol JMDP. In March 2019 they pulled a 1-for-50,000 reverse split before offloading the ticker to someone else (aka SLDX). See "Security Notes" https://www.otcmarkets.com/stock/SLDX/security
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