UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9770 / May 12, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16534

In the Matter of

THE REGISTRATION 

STATEMENT OF 

PURPLEREAL.COM CORP.

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE PROCEEDINGS, 

MAKING FINDINGS, AND ISSUING 

STOP ORDER

I.

A. On March 4, 2014, Respondent filed a Form S-1 registration statement 

seeking to register a secondary offering by the minority shareholders who purportedly 

purchased their shares in January 2014 under the exemption provided by Section 4(a)(2) of 

the Securities Act of 1933 (“Securities Act”). The registration statement was amended on 

April 9, 2014, May 16, 2014, June 16, 2014, June 25, 2014 and July 1, 2014, and became 

effective on July 7, 2014. On July 21, 2014, Respondent filed a post-effective amendment 

to the registration statement which is pending.

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

appropriate and in the public interest that administrative proceedings be, and hereby are, 

instituted pursuant to Section 8(d) of the Securities Act to determine whether a stop order 

should issue suspending the effectiveness of Respondent’s registration statement.

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 it and the subject 

matter of these proceedings, which are admitted, Respondent consents to the entry of this 
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Order Instituting Administrative Proceedings, Making Findings, and Issuing Stop Order 

(the “Order”), as set forth below.

III.

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

1. Respondent is a Florida corporation headquartered in Sarasota, Florida. 

2. On March 4, 2014, Respondent filed a Form S-1 registration statement 

seeking to register a secondary offering by the minority shareholders who purportedly 

purchased their shares in January 2014 under the exemption provided by Section 4(a)(2) of 

the Securities Act. The registration statement was amended on April 9, 2014, May 16, 

2014, June 16, 2014, June 25, 2014 and July 1, 2014, and became effective on July 7, 2014 

(together, the “Registration Statement”). On July 21, 2014, Respondent filed a posteffective amendment to the Registration Statement which is pending.

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 “[t]wenty-nine individual 

security holders invested $300 each for the purchase of their shares. . . . Each of the 

selling security holders . . . paid $300 for their shares” and “acquired their shares under 

the exemption provided by § 4(2) [sic] of the Securities Act of 1933.” These disclosures 

are untrue and misleading because all shares were purportedly gifted to the selling 

security holders by an undisclosed control person.

b. The Registration Statement states that “[t]he selling security 

holders are offering a maximum of 840,000 shares of common stock.” These disclosures 

are untrue and misleading because many of the selling security holders have never 

discussed selling their shares or had knowledge of the offering. 

c. The Registration Statement states that “there are no transactions 

involving any Director, Executive Officer, or any security holder who is a beneficial 

owner or any member of the immediate family of the Officers and Directors except for 

our President who paid for our incorporation and website costs.” These disclosures are 

untrue and misleading because a corporation controlled by one of Respondent’s officers 

and one of Respondent’s security holders fully capitalized Respondent and purportedly 

gifted all shares to the selling security holders.

d. The Registration Statement states that Respondent’s business plan 

is “to import and sell silk products and costume jewelry from Hong Kong and the 

People’s Republic of China,” and that Respondent is “not a ‘blank check’ company as 

defined under Rule 419 of the Securities Act of 1933, as amended. Our business plan 

does not include a merger with, or acquisition of an unidentified company, entity or 
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person.” These disclosures are untrue and misleading because Respondent is an 

undisclosed “blank check company” as defined in Rule 419 under the Securities Act. 

e. The Registration Statement states that Respondent’s officers “are 

instrumental in setting our strategic direction, operating our business, identifying 

expansion opportunities and arranging any necessary financing,” and “developed the 

business model for [Respondent] capitalizing on their expertise and experience from their 

prior business experience.” These disclosures are untrue and misleading because 

Respondent’s officers have not taken any actions with respect to strategic directions or 

expansion opportunities for Respondent, and have no business experience relevant to 

Respondent’s purported business plan.

f. The Registration Statement states that Respondent is “currently 

seeking manufacturers from Hong Kong and the People’s Republic of China that have 

distribution outlets in the U.S.,” and is “currently in discussion with wholesalers for 

products to sell . . . that we have contacted.” These disclosures are untrue and misleading 

because Respondent has never sought any manufacturers from Hong Kong or China, and 

has had no discussions or contact with any wholesaler.

g. The Registration Statement states that Respondent’s officers work 

“approximately twenty-five to thirty (25-30) hours a week on an unpaid basis,” have 

made trips to China and Hong Kong to research and develop relationships with 

manufacturers, and have spent in excess of two months on research and development. 

These disclosures are untrue and misleading because Respondent’s officers have spent 

fewer than five (5) hours per week related to Respondent, have made no trips to China 

and Hong Kong for such purpose, have not developed any relationships with 

manufacturers from Hong Kong or China, and have collectively performed

approximately 40 hours of research and development related to Respondent’s purported 

business plan.

h. The Registration Statement states that “[m]anagement estimates 

that it will need approximately $6,000 over the next twelve months to fund all of the 

Company’s current product development and marketing projects.” These disclosures are 

untrue and misleading because Respondent’s management has made no cost estimates 

related to any product development or marketing projects.

IV.

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

interest to issue a stop order suspending the effectiveness of the Registration Statement, as 

agreed to in Respondent’s Offer. 

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

Act, that the effectiveness of the Registration Statement filed by Respondent be, and hereby 

is, suspended.
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This Order shall be served on Respondent by certified mail forthwith.

By the Commission.

Brent J. Fields

Secretary