UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9882 / August 6, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16530

In the Matter of

 the Registration Statement of

First Xeris Corp.

7329 Featherstone Blvd.

Sarasota, FL 34238

Respondent.

ORDER MAKING FINDINGS AND 

SUSPENDING THE EFFECTIVENESS 

OF REGISTRATION STATEMENT 

PURSUANT TO SECTION 8(d) OF THE 

SECURITIES ACT OF 1933

I.

The Securities and Exchange Commission (the “Commission”) deems it 

appropriate and in the public interest to accept the Offer of Settlement (the “Offer”) 

submitted by First Xeris Corp. (“Respondent”), pursuant to Rule 240(a) of the Rules of 

Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these 

proceedings initiated against Respondent on May 11, 2015, pursuant to Section 8(d) of the 

Securities Act of 1933 (the “Securities Act”).

II.

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 it 

and the subject matter of these proceedings, which are admitted, Respondent consents to 

the entry of this Order Making Findings and Suspending the Effectiveness of Registration 

Statement pursuant to Section 8(d) of the Securities Act of 1933 (the “Order”), as set forth 

below.
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III.

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

A. RESPONDENT

1. Respondent is a Florida corporation headquartered in Sarasota, 

Florida.

2. On April 22, 2013, Respondent filed a Form S-1 registration 

statement seeking to register the offer and sale of 3,000,000 common shares in a $39,000 

public offering. The registration statement was amended on June 5, 2013, November 7, 

2013, December 16, 2013 and December 24, 2013, and became effective on January 8, 

2014 (together, the “Registration Statement”).

B. MATERIAL UNTRUE STATEMENTS AND OMISSIONS

3. The Registration Statement includes untrue statements of material 

facts and omits to state material facts necessary to make the statements contained therein 

not misleading, for example:

a. The Registration Statement states that “[o]ur sole officer and 

director will be responsible for the business plan development” of a landscaping business. 

These disclosures are misleading because the plan of Respondent, at all material times, 

was to combine with another business.

b. The Registration Statement states that Respondent’s sole officer 

and director “is the only ‘parent’ and ‘promoter’ of the company” and will “continue to 

control the operations of the Company” after the offering. This disclosure is untrue and 

misleading because Respondent is controlled and/or promoted by an undisclosed control 

person, parent and/or promoter.

c. The Registration Statement states that Respondent is “entirely 

dependent on the efforts of its sole officer and director,” and that “[a]ll decisions 

regarding the management of our affairs will be made exclusively by [the sole officer and 

director].” The Registration Statement further states that Respondent is “currently 

operating out of our sole director and officer’s office located at [his residence].” These 

disclosures are untrue and misleading because Respondent’s sole officer and director has 

not engaged in any business activities for Respondent other than opening a corporate 

bank account, signing documents and contributing to the drafting of the purported 

business plan, all at the direction of the undisclosed control person.

d. The Registration Statement states that the “Board of Directors is 

comprised . . . solely of [Respondent’s sole officer and director] who was integral to our 

business and who is involved in our day to day operations.” The Registration Statement 

also states that Respondent’s sole officer and director “is devoting approximately 10-25
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hours per week to our operations” and “is prepared to devote more time to our operations

as may be required.” The Registration Statement further states that “[t]he functions of 

[an Audit Committee, a Compensation Committee or a Nominating Committee] are being 

undertaken by our sole director.” These disclosures are untrue and misleading because 

Respondent’s sole officer and director has had de minimis involvement in and time spent 

on Respondent’s operations. 

e. The Registration Statement states that Respondent’s “sole officer 

and director . . . will be responsible to market and sell these securities” and that “[i]t is 

our belief [Respondent’s sole officer and director] had such knowledge and experience in 

financial and business matters that he was capable of evaluating the merits and risks of 

the investment and therefore did not need the protections offered their [sic] shares under 

Securities and Act of 1933 [sic], as amended. [Respondent’s sole officer and director] 

certified that he was purchasing the shares for their [sic] own accounts, with investment 

intent.” These disclosures are untrue and misleading because Respondent’s sole officer 

and director did not purchase the shares, had minimal involvement in the marketing and 

sale of the securities, does not have the described knowledge or experience in financial or 

business matters, and made no such certification.

f. The Registration Statement claims that there was a $9,000 capital 

contribution by Respondent’s sole officer and director on March 26, 2013. This 

disclosure is untrue and misleading because Respondent’s sole officer and director made 

no such capital contribution and has not received any shares related to Respondent.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public 

interest to impose the sanction specified in Respondent’s Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 8(d) of the Securities 

Act, that the effectiveness of the January 8, 2014 Registration Statement filed by the 

Respondent is suspended.

By the Commission.

Brent J. Fields

Secretary