UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 39081 / September 16, 1997 Accounting and Auditing Enforcement Release No. 961 / September 16, 1997 Administrative Proceeding File No. 3-9411 : ORDER INSTITUTING CEASE-AND- In the Matter of : DESIST PROCEEDINGS PURSUANT TO : SECTION 21C OF THE SECURITIES CENTURY TECHNOLOGIES, INC., : EXCHANGE ACT OF 1934, : MAKING FINDINGS AND IMPOSING : CEASE-AND-DESIST ORDER Respondent. : : : I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that Cease-and-Desist Proceedings be instituted against Century Technologies, Inc. ("Century" or "Respondent") pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act"). In anticipation of the institution of these proceedings, Century 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 in which the Commission is a party, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.100 et seq, and without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over it and over the subject matter of this proceeding and as to the findings contained in Section II paragraphs A and B, below, which are admitted, Century, by its Offer, 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 Cease-and-Desist Order (the "Order") by the Commission. Accordingly, IT IS ORDERED that proceedings pursuant to Section 21C of the Exchange Act be and hereby are instituted. ======END OF PAGE 1====== II. On the basis of this Order and the Offer, the Commission finds <(1)> that: A. Century, a Colorado corporation, registered its common stock with the Commission pursuant to Section 12(g) of the Exchange Act on November 6, 1992. B. Century filed periodic reports with the Commission on Forms 10-K and 10-Q during the period December 31, 1992 through September 30, 1995. C. During the period from in or about December 1992 until November 1995, Century violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in that, in connection with the purchase and sale of certain securities, namely, Century's common stock, by use of the means and instrumentalities of interstate commerce, and the mails, Century, directly or indirectly, employed devices, schemes, and artifices to defraud; made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and engaged in acts, practices and a course of business which would and did operate as a fraud and deceit. As part of the aforesaid conduct, Century: 1. filed with the Commission and disseminated to the public periodic reports on Forms 10-K for fiscal years ended December 31, 1991, December 31, 1992 and December 31, 1993, and Forms 10-Q for the quarterly periods ended March 31, 1993, June 30, 1993, March 31, 1994, June 30, 1994, September 30, 1994, March 31, 1995, June 30, 1995, and September 30, 1995, containing false and misleading financial statements which materially overstated the value of certain feature films and feature film license rights. These assets were overstated in amounts ranging in total from approximately $2,000,000 to $5,886,200, which overstatement, depending on the particular report, represented approximately 42% to 90% of Century's total assets; 2. filed with the Commission and disseminated to the public periodic reports on Forms 10-Q for fiscal years ended June 30, 1994 and September 30, 1994 containing false statements concerning a loan commitment that it was attempting to obtain; 3. filed with the Commission and disseminated to the public periodic reports on Forms 10-K and 10-Q which failed to disclose, pursuant to Item 401 of Regulation S-K, 17 C.F.R. 229.401, that Guido Volante <(1)> The findings herein are made pursuant to Century's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. ======END OF PAGE 2====== ("Volante"), Century's president at the time, had filed petitions for personal bankruptcy on three occasions between 1992 and 1995; and 4. issued false and misleading press releases and disseminated a false and misleading corporate profile concerning Century's proposed acquisition of an airline, Century's proposed procurement of a loan, and Volante's experience and qualifications. D. During the period from in or about December 31, 1992 until September 30, 1995, Century violated Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder, by filing with the Commission periodic reports on Forms 10-K and 10-Q which contained false and misleading information. As part of the aforesaid conduct, Century, filed the false and misleading Forms 10-K and 10-Q as detailed in Section II. paragraphs C.1., C.2. and C.3., above. E. During the period from in or about December 31, 1992 until November 1995, Century violated Section 13(b)(2)(A) of the Exchange Act, by failing to make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflected the transactions and dispositions of its assets. As part of the aforesaid conduct, Century recorded on its books the acquisition of certain films and film licensing rights which it did not own. III. In view of the foregoing, the Commission deems it appropriate to impose the sanctions specified in the Offer submitted by Century. Accordingly, IT IS ORDERED THAT, pursuant to Section 21C of the Exchange Act, Century cease and desist from committing or causing any violations and future violations of Sections 10(b), 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Cease-and-Desist Order on each person named as a party in the order and their legal agent. The attached Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Cease-and-Desist Order has been sent to the following parties and other persons entitled to notice: The Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission Mail Stop 11-6, 11th Floor 450 Fifth Street, N.W. Washington, D.C. 20549 Laurie E. Stewart, Esquire Securities and Exchange Commission Division of Enforcement Mail Stop 8-9 450 Fifth Street, N.W. Washington, D.C. 20549 Cheryl Evans Dunfee, Esquire Senior Counsel Southeast Regional Office Securities and Exchange Commission 1401 Brickell Avenue, Suite 200 Miami, FL 33131 Peter Newgard President, Century Technologies, Inc. 201 N. Roberston Blvd. Beverly Hills, CA 90211 Jan D. Atlas Atlas, Pearlman, Trop & Borkson, P.A. 200 East Las Olas Boulevard, Suite 1900 Fort Lauderdale, FL 33301-2252