SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99836 / March 22, 2024 

Admin. Proc. File No. 3-21683 

In the Matter of

ACTION INDUSTRIES, INC.

OPINION OF THE COMMISSION 

SECTION 12(j) PROCEEDING

Grounds for Remedial Action

Failure to Comply with Periodic Filing Requirements

Company failed to file periodic reports in violation of Section 13(a) of the Securities

Exchange Act of 1934 and Exchange Act Rules 13a-1 and 13a-13. Held, it is in the 

public interest to revoke the registration of the company’s securities.

APPEARANCES:

Gina Joyce and Samantha Williams for the Division of Enforcement 
2

Respondent Action Industries, Inc. (CIK No. 2145) (“Respondent”), an issuer with a class

of securities registered with the Commission, failed to file an answer in response to an order

instituting proceedings (“OIP”) alleging that it did not file required periodic reports.1

 

Respondent again failed to respond to an order to show cause why it should not be found in

default.2 We now find Respondent to be in default, deem the allegations of the OIP to be true,

and revoke the registrations of its securities.

I. Background

A. The Commission issued an order instituting proceedings against Respondent

alleging that it violated the Securities Exchange Act of 1934 and the rules

thereunder by failing to file required periodic reports.

On September 20, 2023, the Commission issued the OIP against Respondent pursuant to

Section 12(j) of the Securities Exchange Act of 1934. Section 12(j) authorizes the Commission

as it deems necessary or appropriate for the protection of investors to suspend for a period not

exceeding 12 months, or to revoke, the registration of a security if the Commission finds, on the

record after notice and opportunity for hearing, that the issuer of such security has failed to

comply with any provision of the Exchange Act or the rules and regulations thereunder.3

As explained in the OIP, Exchange Act Section 13(a) and the rules promulgated

thereunder require issuers of securities registered pursuant to Exchange Act Section 12 to file

with the Commission current and accurate information in periodic reports.4 The periodic reports

must be filed even if the registration is voluntary under Section 12(g).5 Specifically, Rule 13a-1

requires issuers to file annual reports, and Rule 13a-13 generally requires domestic issuers to file

quarterly reports.6 These requirements are imposed “for the proper protection of investors and to

insure fair dealing” in an issuer’s securities.7

 A violation of these provisions does not require

scienter.8

1 Action Indus., Inc., Exchange Act Release No. 98453, 2023 WL 6160557 (Sept. 20, 

2023).

2 Action Indus., Inc., Exchange Act Release No. 98942, 2023 WL 8004361 (Nov. 15, 

2023).

3 15 U.S.C. § 78l(j).

4 See 15 U.S.C. §§ 78m(a), 78l.

5 See 15 U.S.C. §§ 78m(a), 78l(g).

6 17 C.F.R. §§ 240.13a-1, .13a-13.

7 15 U.S.C. § 78m(a).

8 Advanced Life Scis. Holdings, Inc., Exchange Act Release No. 81253, 2017 WL

3214455, at *2 (July 28, 2017) (citing Citizens Cap. Corp., Exchange Act Release No. 67313,

2012 WL 2499350, at *5 (June 29, 2012)); accord SEC v. McNulty, 137 F.3d 732, 740–41 (2d

Cir. 1998).
3

The OIP alleges that Respondent is delinquent in its periodic filings with the Commission

because it has repeatedly failed to meet its obligations to file timely periodic reports. The OIP

further alleges that Respondent also failed to heed a delinquency letter sent to it by the Division

of Corporation Finance requesting compliance with its periodic filing obligations or, by failing to

maintain a valid address on file with the Commission, did not receive such letter.

Specifically, the OIP alleges that Respondent is a Pennsylvania corporation located in

New York, New York, with a class of securities registered with the Commission pursuant to

Exchange Act Section 12(g). Respondent is delinquent in its periodic filings with the

Commission, having not filed any periodic reports since it filed a Form 10-Q for the period

ended March 31, 1998, which reported a net loss of $1,827 for the prior nine months.9 The OIP

alleges that, on April 16, 1999, Respondent filed a Chapter 11 petition in the U.S. Bankruptcy

Court for the Southern District of New York and that the petition was closed on September 22,

2004. The OIP alleges that, as of September 12, 2023, the common stock of Action Industries

was not publicly quoted or traded.

The OIP directed Respondent to file an answer to the allegations contained therein within

ten days after service, as provided by Rule 220(b) of the Commission’s Rules of Practice.10 The

OIP informed Respondent that if it failed to answer, it may be deemed in default, the proceedings

may be determined against it upon consideration of the OIP, and the allegations in the OIP may

be deemed to be true as provided in the Rules of Practice.11

B. Respondent failed to answer the OIP or respond to a show cause order.

Respondent was properly served with the OIP but did not answer it. On November 15,

2023, more than ten days after service on Respondent, it was ordered to show cause by

November 29, 2023, why the registration of its securities should not be revoked by default due to

its failure to file an answer or otherwise to defend this proceeding.12 Respondent was warned

that if it “fail[ed] to respond to th[e] order to show cause, it may be deemed in default, the

proceeding may be determined against it, and the registration of its securities may be revoked.” 

Respondent did not subsequently answer the OIP or respond to the show cause order.

9 The OIP incorrectly referred to the most recently filed periodic report as a “Form 10-Q

for the period ended September 30, 1997, which reported a net loss of $263,000 for the prior

three months.” The Commission’s EDGAR database shows that the most recently filed periodic

report was a form 10-Q for the period ended March 31, 1998, which reported a net loss of $1,827

for the prior nine months. We take official notice of the EDGAR filing pursuant to Rule of

Practice 323, 17 C.F.R. § 201.323 (permitting the Commission to take official notice of “any 

matter in the public official records of the Commission,” such as public reports filed in the 

EDGAR database).

10 17 C.F.R. § 201.220(b).

11 See Rule of Practice 155(a), 17 C.F.R. § 201.155(a).

12 Action Indus., 2023 WL 8004361.
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II. Analysis

A. We hold Respondent in default, deem the OIP’s allegations to be true, and find that

Respondent violated the Exchange Act by failing to file required periodic reports.

Rule of Practice 220(f) provides that if a respondent fails to file an answer required by the

OIP within the time provided, such respondent may be deemed in default pursuant to Rule

155(a).13 Rule 155(a) permits the Commission to deem such a respondent in default and

“determine the proceeding against [it] upon consideration of the record, including the order

instituting proceedings, the allegations of which may be deemed to be true.”14 Because

Respondent has failed to answer and has not responded to the order to show cause, we find it

appropriate to deem Respondent in default and to deem the allegations of the OIP to be true.

The OIP alleges that Respondent had a class of securities registered with the Commission

under Exchange Act Section 12(g), and that it has failed to file required annual and quarterly

reports. The allegations of the OIP, deemed true, establish that Respondent violated Exchange

Act Section 13(a) and the rules thereunder.15

B. We deem it necessary and appropriate to revoke the registration of all classes of

Respondent’s registered securities.

Section 12(j) authorizes us as we deem “necessary or appropriate for the protection of

investors” to suspend for 12 months or less or revoke the registration of an issuer’s securities if

the issuer has failed to make required filings.16 We apply a multifactor test to determine an

appropriate sanction:

[W]e will consider, among other things, the seriousness of the issuer’s violations,

the isolated or recurrent nature of the violations, the degree of culpability involved,

the extent of the issuer’s efforts to remedy its past violations and ensure future

compliance, and the credibility of its assurances, if any, against further violations.17

Although these factors are nonexclusive, and no single factor is dispositive,18 “[w]e have

held that a respondent’s repeated failure to file its periodic reports on time is ‘so serious’ a

13 17 C.F.R. § 201.220(f).

14 17 C.F.R. § 201.155(a) (specifically authorizing such action where a respondent fails

“[t]o answer . . . or otherwise to defend the proceeding”).

15 See supra notes 4–8 and accompanying text.

16 15 U.S.C. § 78l(j); see also 15 U.S.C. § 78m(a); 17 C.F.R. §§ 240.13a-1, .13a-13.

17 Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 2006 WL 1506286, at *4

(May 31, 2006).

18 China-Biotics, Inc., Exchange Act Release No. 70800, 2013 WL 5883342, at *12

(Nov. 4, 2013).
5 

violation of the Exchange Act that only a ‘strongly compelling showing’ regarding the other 

Gateway factors would justify a sanction less than revocation.”19 

Respondent’s violations were recurrent in that it has failed to file required annual and

quarterly reports over multiple years.20 These violations are serious because “reporting 

requirements are ‘the primary tool[s] which Congress has fashioned for the protection of 

investors from negligent, careless, and deliberate misrepresentations in the sale of stock and

securities.’”21 An issuer’s failure to file periodic reports violates “a central provision of the 

Exchange Act . . . , depriv[ing] both existing and prospective holders of its registered stock of the 

ability to make informed investment decisions based on current and reliable information.”22 

That Respondent repeatedly ignored its reporting obligations evinces “a ‘high degree of

culpability.’”23 And because Respondent failed to answer the OIP or respond to the show cause

order, it has submitted no evidence of any efforts to remedy its past violations and ensure future

compliance. Nor has it made any assurances against further violations. 

Accordingly, each of the factors we analyze favors revocation. Respondent has failed to

make a strongly compelling showing to justify another sanction. We find it necessary and

19 Calais Res. Inc., Exchange Act Release No. 67312, 2012 WL 2499349, at *4 (June 29, 

2012) (quoting Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 2009 WL

137145, at *7 (Jan. 21, 2009)); accord Am. Stellar Energy, Inc. (n/k/a Tara Gold), Exchange Act 

Release No. 64897, 2011 WL 2783483, at *4 (July 18, 2011); Cobalis Corp., Exchange Act 

Release No. 64813, 2011 WL 2644158, at *5 (July 6, 2011). 

20 See, e.g., Accredited Bus. Consolidators Corp., Exchange Act Release No. 75840, 2015 

WL 5172970, at *2 (Sept. 4, 2015) (failure to file “any periodic reports for over two years” was

recurrent); China-Biotics, 2013 WL 5883342, at *10 (failure to “file a single periodic report for

more than a year and a half” was recurrent); Nature’s Sunshine Prods., 2009 WL 137145, at *5 

(failure to file “required filings over the course of the two-year period in the OIP” was recurrent). 

We take official notice of Respondent’s EDGAR filings, which demonstrate that its delinquency 

has continued since the issuance of the OIP. See supra note 9; Nature’s Sunshine Prods., 2009 

WL 137145, at *5 & n.23, *6 n.27 (finding that we may consider “matters that fall outside the 

OIP[] in assessing appropriate sanctions,” such as an issuer’s failure to file additional required

reports with the Commission).

21 Am.’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 WL 858747, at *4 n.17 

(Mar. 22, 2007) (alteration in original) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 

(1st Cir. 1977)); see also supra note 19 and accompanying text (recurrent failure to file periodic 

reports is “so serious” as to require a “strongly compelling showing” regarding other factors to

justify a sanction less than revocation). 

22 Accredited Bus. Consolidators, 2015 WL 5172970, at *2; see also United States v. Arthur 

Young & Co., 465 U.S. 805, 810 (1984) (observing that “[c]orporate financial statements are one 

of the primary sources of information available to guide the decisions of the investing public”).

23 See, e.g., Citizens Cap., 2012 WL 2499350, at *5 (quoting Am.’s Sports Voice, 2007 WL

858747, at *3). 
6

appropriate for the protection of investors to revoke the registration of all classes of

Respondent’s registered securities.

An appropriate order will issue.

By the Commission (Chair GENSLER and Commissioners PEIRCE, CRENSHAW,

UYEDA and LIZÁRRAGA). 

Vanessa A. Countryman

Secretary
UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99836 / March 22, 2024

Admin. Proc. File No. 3-21683

In the Matter of

ACTION INDUSTRIES, INC.

ORDER IMPOSING REMEDIAL SANCTIONS

On the basis of the Commission’s opinion issued this day, it is

ORDERED that the registration of all classes of the registered securities Action

Industries, Inc. (CIK No. 2145) under Section 12(g) of the Securities Exchange Act of 1934 is

hereby revoked pursuant to Exchange Act Section 12(j).

The revocation is effective as of March 25, 2024.

By the Commission.

Vanessa A. Countryman

Secretary