2014-11-05 SEC Press pdf 27 KB 9,791 chars

In re Mondial Ventures

Exhibit of SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution

summary

Mondial Ventures, Inc. violated SEC reporting rules by failing to disclose over 260 million unregistered share issuances between 2013 and 2014 and misstating its outstanding shares by more than 87 million in its Form 10-Q, leading to a cease-and-desist order and a $50,000 civil penalty.

paragraph

Mondial Ventures, Inc. failed to file required Form 8-K disclosures for over 260 million unregistered share issuances between November 2013 and June 2014, which at times exceeded 3,000% of its reported outstanding shares. The company also materially misstated its common stock outstanding in its September 30, 2013 Form 10-Q by over 87 million shares, violating Sections 13(a) and related rules of the Securities Exchange Act. Without admitting or denying the findings, Mondial consented to a cease-and-desist order and agreed to pay a $50,000 civil penalty in nine installments through July 2015.

narrative

Mondial Ventures, Inc., a Nevada-based reporting company quoted on OTC Link, violated Section 13(a) of the Securities Exchange Act and related rules by failing to disclose over 260 million unregistered share issuances between November 2013 and June 2014. Between November 2013 and January 2014, it sold more than 190 million shares without registration or Form 8-K disclosure, exceeding 70% of its reported outstanding shares; later, between February and March 2014, it issued over 12 million shares under a purported Section 3(a)(10) exemption, which ultimately exceeded 3,000% of its reported shares. Additional unregistered sales of 7.5 million shares occurred between April and May 2014, again without required disclosures. Mondial also misstated its outstanding shares in its September 30, 2013 Form 10-Q by over 87 million shares, rendering the filing materially false. The company repeatedly failed to file Form 8-Ks within the required four-business-day window for unregistered sales, violating Items 1.01 and 3.02 of Form 8-K and Rule 13a-13. Without admitting or denying the allegations, Mondial consented to a cease-and-desist order and agreed to pay a $50,000 civil penalty in nine installments from November 2014 through July 2015, with default triggering immediate full payment plus interest.

Enriched metadata

Scheme: unregistered-securities (100%)
Outcome: settled
Civil penalty: $50,000

Classified unregistered-securities(confidence 100%). EDGAR detection: forms Form D/S-1· recall 41% / precision 30%. detection rule →

Extracted insights

Dollar amounts 4

$50K $50,000 $10K–$100K
$20K $20,000 $10K–$100K
$4K $4,000 <$10K
$2K $2,000 <$10K

Entities 3

company mondial ventures, inc.
agency sec under section 12(g) since november 18, 2004
agency Securities and Exchange Commission

Triples 10

Mondial Ventures, Inc. is headquartered in Scottsdale, Arizona
Mondial Ventures, Inc. is registered with SEC under Section 12(g) since November 18, 2004
Mondial Ventures, Inc. filed Form 10-Q for period ended March 31, 2014
Mondial Ventures, Inc. has shares quoted on OTC Link under symbol MNVN
SEC instituted cease-and-desist proceedings against Mondial Ventures, Inc.
Mondial Ventures, Inc. filed Form 10-Q on November 5, 2013
Mondial Ventures, Inc. incorrectly reported shares outstanding by more than 87 million shares (24 percent)
Mondial Ventures, Inc. sold unregistered shares between November 6, 2013 and January 9, 2014
Mondial Ventures, Inc. sold more than 190 million shares of common stock
Mondial Ventures, Inc. failed to disclose issuance of unregistered shares

PDF

In re Mondial Ventures · Source

Text layers

Extracted body text (9,791c)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 73517 / November 5, 2014

ADMINISTRATIVE PROCEEDING
File No. 3-16248

In the Matter of

Mondial Ventures, Inc.

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities
Exchange Act of 1934 (“Exchange Act”), against Mondial Ventures, Inc. (“Mondial” or
“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the findings
herein, except as to the Commission’s jurisdiction over Mondial and the subject matter of these
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
Findings, and Imposing a C ease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds
1
that:

Company Background

1. Mondial Ventures, Inc. is a Nevada corporation headquartered in Scottsdale,
Arizona. Mondial is a smaller reporting company under Rule 12b-2 of the Exchange Act and has
been registered with the Commission under Section 12(g) of the Exchange Act since November
18, 2004. Mondial’s last-filed periodic report was the Form 10-Q for the period ended March 31,
2014. Its shares are quoted on OTC Link (formerly “pink sheets”) operated by OTC Markets
Group Inc. under the symbol MNVN.
Applicable Reporting Requirements Concerning the Issuance of Unregistered Shares

2. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material
definitive agreement that provides for obligations that are material to and enforceable against the
registrant. Under Item 3.02 of Form 8-K, a smaller reporting company must disclose the
unregistered sales of equity securities unless such sales, in aggregate since its last report filed under
Item 3.02 or its last periodic report, whichever is more recent, constitute less than five percent of
the number of shares outstanding of the class of equity securities sold. For both items, the
registrant must file within four business days of the date of the occurrence or when such agreement
becomes enforceable against the registrant.

3. Form 10-Q requires an issuer to disclose the number of shares outstanding of the
issuer’s common stock as of the latest practicable date. The information reported in a Form 10-Q
is required to be true, correct, and complete. See SEC v. Dauplaise, No. 6:05CV1391, 2006 WL
449175 at *7 (M.D. Fla. Feb. 22, 2006).

Mondial Failed to Disclose the Issuance of Unregistered Shares

4. On November 5, 2013, Mondial filed with the Commission its Form 10-Q for the
quarter ended September 30, 2013, and incorrectly reported the number of shares of common stock
outstanding by more than 87 million shares, or more than 24 percent.

5. Between November 6, 2013 and January 9, 2014, Mondial sold more than 190
million shares of its common stock in transactions that were not registered under the Securities Act
of 1933 (“Securities Act”). On November 6, 2013, the common stock sold exceeded five percent
of the number of shares of common stock outstanding reported on Mondial’s November 5, 2013

1
The findings herein are made pursuant to Respondent’s Offer of Settlement and are not
binding on any other person or entity in this or any other proceeding.

3
Form 10-Q. Ultimately, the common stock sold exceeded 70 percent of the number of shares of
common stock outstanding reported on Mondial’s November 5, 2013 Form 10-Q.

6. Mondial failed to file a Form 8-K with the Commission between November 12,
2013 and January 15, 2014, disclosing the unregistered sales of equity securities.

7. On or around March 21, 2014, Mondial entered into an agreement with a financing
company (“financing agreement”) pursuant to which Mondial issued shares of common stock to
the financing company purportedly in reliance on a registration exemption found in Section
3(a)(10) of the Securities Act.

8. Between February 12, 2014 and March 27, 2014, Mondial sold more than 12
million shares of its common stock to the financing company and other parties in transactions that
were not registered under the Securities Act. On February 12, 2014, the common stock sold, in the
aggregate, exceeded five percent of the number of shares of common stock outstanding reported on
Mondial’s January 30, 2014 Form 8-K. Ultimately, the common stock sold exceeded 3,000
percent of the number of shares of common stock outstanding reported on Mondial’s January 30,
2014 Form 8-K.

9. Mondial failed to file a Form 8-K with the Commission between February 18, 2014
and April 2, 2014, disclosing the unregistered sales of equity securities.

10. Between April 21, 2014 and May 13, 2014, Mondial sold more than 7.5 million
shares of its common stock to the financing company and other parties in transactions that were not
registered under the Securities Act. By April 22, 2014, the common stock sold, in the aggregate,
exceeded five percent of the number of shares of common stock outstanding reported on Mondial’s
April 15, 2014 Form 10-K. Ultimately, the common stock sold exceeded 75 percent of the number
of shares of common stock outstanding reported on Mondial’s April 15, 2014 Form 10-K.

11. Mondial failed to file a Form 8-K with the Commission between April 25, 2014 and
May 19, 2014, disclosing the unregistered sales of equity securities.

12. Between May 22, 2014 and June 19, 2014, Mondial sold more than 31 million
shares of its common stock to the financing company and other parties in transactions that were not
registered under the Securities Act. On May 22, 2014, the common stock sold, in the aggregate,
exceeded five percent of the number of shares of common stock outstanding reported on Mondial’s
May 20, 2014 Form 10-Q. Ultimately, the common stock sold exceeded 130 percent of the
number of shares of common stock outstanding reported on Mondial’s May 20, 2014 Form 10-Q.

13. Mondial failed to file a Form 8-K with the Commission between May 28, 2014 and
August 1, 2014, disclosing the unregistered sales of equity securities.

14. As a result of the conduct described above, Mondial violated Section 13(a) of the
Exchange Act and Rules 13a-11, 13a-13 and 12b-20 thereunder, which require every issuer of a
security registered pursuant to Section 12 of the Exchange Act to file with the Commission

4
information a s the Commission may require, including quarterly reports on Form 10-Q, and
current reports on Form 8-K to disclose the occurrence of certain events.
IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent Mondial’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Mondial cease and desist
from committing or causing any violations and any future violations of Section 13(a) of the
Exchange Act and Rules 13a-11, 13a-13, and 12b-20 thereunder.

B. Respondent shall pay civil penalties of $50,000 to the Securities and Exchange
Commission. Payment shall be made in the following installments: $20,000 on or before
November 15, 2014; $4,000 on or before December 15, 2014; $4,000 on or before January 15,
2015; $4,000 on or before February 15, 2015; $4,000 on or before March 15, 2015; $4,000 on or
before April 15, 2015; $4,000 on or before May 15, 2015; $4,000 on or before June 15, 2015; and
$2,000 on or before July 15, 2015. If any payment is not made by the date the payment is required
by this Order, the entire outstanding balance of civil penalties, plus any additional interest accrued
pursuant to 31 U.S.C. 3717, shall be due and payable immediately, without further application.
Payment must be made in one of the following ways:

(1) Respondent may transmit payment electronically to the Commission, which
will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov
through the SEC website at http://www.sec.gov/about/offices/ofm.htm
; or

(3) Respondent may pay by certified check, bank cashier’s check, or United
States postal money order, made payable to the Securities and Exchange
Commission and hand-delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

5
Payments by check or money order must be accompanied by a cover letter identifying
Mondial as a Respondent in these proceedings, and the file number of these proceedings; a copy of
the cover letter and check or money order must be sent to William P. Hicks, Division of
Enforcement, Securities and Exchange Commission, 950 East Paces Ferry Rd. N.E., Suite 900,
Atlanta, Georgia 30326.

By the Commission.

Brent J. Fields
Secretary

OCR text (9,810c · tika · 95% conf)

UNITED STATES OF AMERICA

Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 73517 / November 5, 2014

ADMINISTRATIVE PROCEEDING
File No. 3-16248

In the Matter of

Mondial Ventures, Inc.

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the findings
herein, except as to the Commission’s jurisdiction over Mondial and the subject matter of these
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

Company Background

Applicable Reporting Requirements Concerning the Issuance of Unregistered Shares

Mondial Failed to Disclose the Issuance of Unregistered Shares

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not
binding on any other person or entity in this or any other proceeding.

Form 10-Q. Ultimately, the common stock sold exceeded 70 percent of the number of shares of
common stock outstanding reported on Mondial’s November 5, 2013 Form 10-Q.

6. Mondial failed to file a Form 8-K with the Commission between November 12,
2013 and January 15, 2014, disclosing the unregistered sales of equity securities.

9. Mondial failed to file a Form 8-K with the Commission between February 18, 2014
and April 2, 2014, disclosing the unregistered sales of equity securities.

11. Mondial failed to file a Form 8-K with the Commission between April 25, 2014 and
May 19, 2014, disclosing the unregistered sales of equity securities.

13. Mondial failed to file a Form 8-K with the Commission between May 28, 2014 and
August 1, 2014, disclosing the unregistered sales of equity securities.

information as the Commission may require, including quarterly reports on Form 10-Q, and
current reports on Form 8-K to disclose the occurrence of certain events.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent Mondial’s Offer.

Accordingly, it is hereby ORDERED that:

(1) Respondent may transmit payment electronically to the Commission, which
will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United

States postal money order, made payable to the Securities and Exchange
Commission and hand-delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying
Mondial as a Respondent in these proceedings, and the file number of these proceedings; a copy of
the cover letter and check or money order must be sent to William P. Hicks, Division of
Enforcement, Securities and Exchange Commission, 950 East Paces Ferry Rd. N.E., Suite 900,
Atlanta, Georgia 30326.

By the Commission.

Brent J. Fields
Secretary