Beautifully engraved certificate from the Canaveral International Corp.
in 1968. This historic document was printed by the Columbian Banknote Company and has an
ornate border around it with a vignette of the company logo. This item has the printed signatures of the Company’s President and Secretary and is
over 37 years old.
Madison Group Associates engaged in the manufacture & distribution of home fitness products, the development and production of programming for T.V., and the operation of a radio station in Amarillo, TX. For the 3 mos. ended 12/95, revenues rose from $29K to $1.7M. Net loss rose from $342K to $1.2M. Revenues reflect the 6/95 acquis. of MGA Fitness, Inc. and a rise in radio advertising revenues. Loss rose due to costs assoc. with the MGA Fitness, Inc. acquisition.
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 41878 / September 15, 1999
File No. 3-9826
In the Matter of
MADISON GROUP ASSOCIATES, INC.,
ORDER MAKING FINDINGS AND
PURSUANT TO SECTION 12(j) OF
THE SECURITIES EXCHANGE
ACT OF 1934
On February 10, 1999, the Commission instituted public administrative proceedings against Madison Group Associates, Inc. ("Madison Group"), pursuant to Section 12(j) of the Securities Exchange Act of 1934 (15 U.S.C. § 78l(j))("Exchange Act"). On March 31, 1999, the Order Instituting Public Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Exchange Act of 1934 was served on the Respondent.
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 set forth in the Order, except as to the Commission's finding of jurisdiction over Madison Group and the subject matter of these proceedings, which are admitted, consents to the issuance of the Order by the Commission which finds that:
On the basis of the Order Instituting Public Proceedings the Commission finds that:
A. Madison Group, formerly known as Canaveral International Corporation, is a Delaware corporation whose common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act (15 U.S.C. § 78l(g)).
B. In February 1997, Madison Group entered a voluntary proceeding for reorganization under Chapter 11 of the United States Bankruptcy Court in the Southern District of Florida at Fort Lauderdale (Case No. 97-20522-BKC-RBR). Madison Group's bankruptcy proceeding has been converted to a Chapter 7 liquidation. The court appointed Trustee in Bankruptcy for Madison Group is Soneet R. Kapila. The Attorney for Madison Group in Bankruptcy is Mariaelena Gayo-Guitian, Esq., of Houston & Shahady, P.A., of Fort Lauderdale, Florida.
C. Madison Group has failed to comply with Section 13(a) of the Exchange Act (15 U.S.C. §78m(a)) and Exchange Act Rules 13a-1 and 13a-13 (17 C.F.R. §§240.13a-1 and 13a-13) while its common stock was registered with the Commission in that it has not filed either Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ending December 31, 1995.
D. Madison Group violated Sections 10(b) and 13(a) of the Exchange Act (15 U.S.C. §§ 78j(b) and 78m(a)) and Exchange Act Rules 10b-5, 13a-1, 13a-13 and 12b-20 (17 C.F.R. §§240.10b-5, 13a-1, 13a-13 and 12b-20) by including financial statements that failed to conform with Generally Accepted Accounting Principles, as required by Commission Regulation S-X, in its Annual Reports on Form 10-K for the fiscal years ended September 30, 1992, and 1993, and in its Quarterly Reports on Form 10-Q for the first three quarters of the fiscal year ended September 31, 1993, and for the first quarter of the fiscal year ended September 31, 1994. The financial statements failed to conform with Generally Accepted Accounting Principles by materially overstating the value of the corporate assets of Madison Group.
In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors that the registration of Madison Group's common stock be revoked pursuant to Section 12(j) of the Exchange Act (15 U.S.C. §78l(j)).
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (15 U.S.C. §78l(j)) that the registration pursuant to Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. §78l(g)) of Madison Group's common stock be, and hereby is, revoked.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Rel. No. 41039 / February 10, 1999
IN THE MATTER OF MADISON GROUP, INC
Administrative Proveeding File No. 3-9826
Administrative Proceedings Initiated to Revoke
Registration of Microcap Stock
The Securities and Exchange Commission announced today
that it has instituted public administrative proceedings,
pursuant to Section 12(j) of the Securities Exchange Act of
1934, to determine whether to revoke the registration with
the Commission of the common stock of Madison Group
Associates, Inc. ("Madison Group").
Madison Group, a microcap entertainment company,
formerly based in Fort Lauderdale, Florida, is presently in
a liquidation proceeding under the U.S. Bankruptcy Code.
According to a complaint filed today by the Commission in
U.S. District Court in Miami, Florida, Madison Group, from
February 1992 through March 1994, dramatically overstated
the value of its assets in financial statements filed with
the Commission. Securities and Exchange Commission v.
William T. Craig and Scott R. Sieck, No. 99-6165-CIV-
Dimitrouleas (S.D. Fla. February 10, 1999). The unconven-
tional assets at issue, including aging libraries of country
music video programs, were obtained in exchange for Madison
Group stock and were generally valued on the basis of overly
optimistic projections about their commercial potential.
This misstatement of asset values, the Commission’s
complaint alleges, allowed Madison Group to maintain a
listing for its stock on the NASDAQ national market system
and to sell its stock to the public at inflated prices.
A hearing will be held before an Administrative Law
Judge to determine whether the staff’s allegations in the
Order Instituting Proceedings are true and, if so, whether
the company’s registration should be revoked.
This enforcement action is part of the Commission’s four-pronged
approach to minimizing Microcap fraud: enforcement, inspections,
investor education, and regulation. For more information about the
SEC’s response to microcap fraud, visit the SEC’s Microcap Fraud
Information Center at: http://www.sec.gov/news/extra/microcap.htm.