UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 79043 / October 5, 2016
ADMINISTRATIVE PROCEEDING
File No. 3-17615
In the Matter of
Boreal Water Collection, Inc.,
Respondent.
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 Respondent Boreal Water Collection, Inc.
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENT
1. Respondent Boreal Water Collection, Inc. (ticker symbol “BRWC”) (CIK No.
1538333) is a Nevada corporation with its principal place of business in Kiamesha Lake,
New York 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 March 31, 2015. In addition, Boreal filed Forms 8-K with the Commission
noting that its 2012, 2013, and 2014 financial statements could not be relied upon. As of
August 1, 2016, Respondent’s stock was quoted on OTC Link operated by OTC Markets
Group Inc. (formerly “Pink Sheets”) (“OTC Link”), had one market maker, and was
eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
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B. DELINQUENT PERIODIC FILINGS
2. As discussed in more detail above, Respondent is delinquent in its periodic
filings with the Commission, has repeatedly failed to meet its obligations to file timely
periodic reports, and failed to heed a delinquency letter sent to it by the Division of
Corporation Finance requesting compliance with its periodic filing obligations.
3. 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 issuers to file quarterly reports.
4. As a result of the foregoing, Respondent 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 Respondent 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
Respondent identified in Section II hereof, and any successor under Exchange Act Rules
12b-2 or 12g-3, and any new corporate names of Respondent.
IV.
IT IS HEREBY ORDERED that a public hearing 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, and before an Administrative Law Judge to be designated by further
order as provided by Rule 110 of the Commission’s Rules of Practice, 17 C.F.R. §
201.110.
IT IS HEREBY FURTHER ORDERED that Respondent 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).
If Respondent fails to file the directed Answer, or fails to appear at a hearing after
being duly notified, the Respondent, and any successor under Exchange Act Rules 12b-2
or 12g-3, and any new corporate names of Respondent, may be deemed in default and the
proceedings may be determined against it upon consideration of this Order, the
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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.
This Order shall be served forthwith upon Respondent as provided for in the
Commission’s Rules of Practice.
IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the
Commission’s Rules of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law
Judge shall issue an initial decision no later than 30 days from the occurrence of one of the
following events: (A) The completion of post-hearing briefing in a proceeding where the
hearing has been completed; (B) Where the hearing officer has determined that no hearing
is necessary, upon completion of briefing on a motion pursuant to Rule 250 of the
Commission’s Rules of Practice, 17 C.F.R. § 201.250; or (C) The determination by the
hearing officer 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 hearing is necessary.
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
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