Am-Pac International, Inc.

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 44389 / June 5, 2001

Accounting and Auditing Enforcement
Release No. 1401 / June 5, 2001

Administrative Proceeding
File No. 3-10503

In the Matter of Am-Pac International, Inc.

On June 5, 2001, the Commission issued an Order Instituting Public Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 against Am-Pac International, Inc. In the Order, the Division of Enforcement ("Division") alleges that Am-Pac's annual reports on Forms 10-KSB for the six-month transition period ended December 31, 1996, and for 1997, were materially false and misleading because they failed to disclose that Am-Pac's auditors lacked professional independence and that Jeffrey D. Martin was an Am-Pac principal and control person. It is also alleged that Am-Pac engaged in a sham sale-leaseback transaction in which its principals, Thomas L. Tedrow and Martin, "sold" certain real property Am-Pac owned to themselves at an inflated price and "leased" it back, then recognized a material gain on the transaction. The Division alleges that Am-Pac touted the gain in a press release and in reports with the Commission for the 1997 second and third quarter. The Division further alleges that Am-Pac has failed to file any quarterly or annual reports since the quarter ended September 30, 1998, and its quarterly reports for the second and third quarter of 1997 and 1998 were filed late.

As a result of the foregoing, the Division alleges that Am-Pac failed to comply with Sections 10(b), 13(a) and 13(b)(2)(A) of the Exchange Act, and Rules 10b-5, 13a-1 and 13a-13 thereunder.

A hearing before an administrative law judge will be scheduled to determine whether the allegations against Am-Pac are true and, if so, to determine whether the registration pursuant to Section 12(g) of the Exchange Act of the common stock of Am-Pac should be revoked.