UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9444 / August 22, 2013

ADMINISTRATIVE PROCEEDING

File No. 3-15437

In the Matter of

THE REGISTRATION 

STATEMENT OF 

COUNSELING 

INTERNATIONAL, INC. 

ORDER INSTITUTING 

PROCEEDINGS PURSUANT TO 

SECTION 8(d) OF THE SECURITIES 

ACT OF 1933, MAKING FINDINGS, AND 

ISSUING STOP ORDER

I.

A. On August 8, 2012, Counseling International, Inc. (“Counseling International”) 

filed a registration statement in connection with an initial public offering of 764,000 shares of 

common stock. The registration statement was amended three times, most recently on January 9, 

2013. The registration statement has not become effective.

B. The Commission now deems it appropriate and in the public interest that 

proceedings pursuant to Section 8(d) of the Securities Act be, and they hereby are, instituted to 

determine whether a stop order should issue suspending the effectiveness of Counseling 

International’s registration statement.

II.

In anticipation of the institution of these proceedings, Counseling International 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 
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findings, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Proceedings Pursuant to Section 8(d) of the Securities Act of 1933, Making Findings, and Issuing 

Stop Order (“Order”), as set forth below. 

III.

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

Background

1. On August 8, 2012, Counseling International filed a Form S-1 registration 

statement in connection with an initial public offering of 764,000 shares of common stock (the 

“Registration Statement”). The Registration Statement was amended on September 25, 2012, 

November 19, 2012, December 19, 2012, and January 9, 2013. 

2. The Counseling International registration statement includes untrue 

statements of material facts and omits to state material facts necessary to make the statements 

therein not misleading. Among other things, the registration statement fails to disclose the identity 

of control persons and promoters of Counseling International and the amendments to the 

Registration Statement, dated December 19, 2012 and January 9, 2013, falsely describe the 

circumstances of the departure of Counseling International’s former chief executive officer.

Undertaking

3. Respondent has undertaken to:

For a period of five years from the date of this Order, Respondent shall not 

engage in or participate in any unregistered offering of securities conducted in reliance on Rule 

506 of Regulation D (17 C.F.R. § 230.506), including by occupying any position with, ownership 

of, or relationship to the issuer enumerated in 17 C.F.R. § 230.506(d)(1) (adopted by the 

Commission in Release No. 33-9414).

In determining whether to accept the Offer, the Commission has considered this 

undertaking.

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 agreed to in 

Counseling International’s Offer.
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Accordingly, it is hereby ORDERED pursuant to Section 8(d) of the Securities Act that the 

effectiveness of the registration statement filed by Counseling International be, and hereby is, 

suspended.

This Order shall be served on Counseling International by certified mail forthwith.

By the Commission.

Elizabeth M. Murphy

Secretary