Initial Decision Release No. 1361

Administrative Proceeding

File No. 3-16965

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

African Copper Corp.,

Genmed Holding Corp., and

Yanglin Soybean, Inc.

Initial Decision of Default

March 5, 2019

Appearances: Neil J. Welch, Jr., and James M. Carlson for the Division of 

Enforcement, Securities and Exchange Commission

Before: Cameron Elliot, Administrative Law Judge

SUMMARY

This initial decision revokes the registration of the registered securities 

of Yanglin Soybean, Inc., due to its failures to timely file required periodic 

reports with the Securities and Exchange Commission.1

PROCEDURAL HISTORY

On November 19, 2015, the Commission issued an order instituting 

proceedings (OIP) pursuant to Section 12(j) of the Securities Exchange Act of 

1934. The OIP alleges that Yanglin Soybean has a class of securities 

registered with the Commission pursuant to Exchange Act Section 12(g) and 

is delinquent in its periodic filings. 

 

1 This matter has long been concluded as to the other respondents. See 

African Copper Corp., Initial Decision Release No. 933, 2015 SEC LEXIS 

5323 (ALJ Dec. 29, 2015), notice of finality, Securities Exchange Act Release 

No. 77138, 2016 SEC LEXIS 713 (Feb. 16, 2016).
2

On December 12, 2018, I found that Yanglin Soybean had been served 

with the OIP on November 7, 2018, and ordered it to submit an answer and a 

proposal for the conduct of the proceeding by January 7, 2019. African 

Copper Corp., Admin. Proc. Rulings Release No. 6397, 2018 SEC LEXIS 3502, 

at *1-2 (ALJ); see Pending Admin. Proc., Securities Act of 1933 Release 

No. 10536, 2018 SEC LEXIS 2058, at *4 (Aug. 22, 2018). It did not do so, so 

on February 19, 2019, I ordered Yanglin Soybean to show cause why the 

registration of its securities should not be revoked by default. African Copper 

Corp., Admin. Proc. Rulings Release No. 6466, 2019 SEC LEXIS 212, at *1

(ALJ).

To date, Yanglin Soybean has failed to answer, submit a proposal for the 

conduct of further proceedings, respond to the show cause order, or otherwise 

defend this proceeding.

FINDINGS OF FACT

Yanglin Soybean is in default for failing to file an answer, file a proposal 

for the conduct of further proceedings, or otherwise defend the proceeding. 

See OIP at 3; 17 C.F.R. §§ 201.155(a)(2), .220(f); Pending Admin. Proc., 2018 

SEC LEXIS 2058, at *4. Accordingly, as authorized by Rule of Practice 

155(a), 17 C.F.R. § 201.155(a), I find the following allegations in the OIP to be 

true.

Yanglin Soybean, Central Index Key No. 1368745 and ticker symbol 

YSYB, is a revoked Nevada corporation located in Heilongjiang Province, 

China, with a class of securities registered with the Commission pursuant to 

Exchange Act Section 12(g). The company is delinquent in its periodic filings 

with the Commission, having not filed any periodic reports since it filed a 

Form 10-K for the period ended December 31, 2012, which reported a net loss

of $20,544,333 for the prior nine months. As of November 10, 2015, the 

company’s stock was quoted on OTC Link, had six market makers, and was 

eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).

In addition to its repeated failures to timely file periodic reports, Yanglin 

Soybean failed to heed the delinquency letter sent to it by the Commission’s 

Division of Corporation Finance requesting compliance with its periodic filing 

obligations or, through its failure to maintain a valid address on file with the 

Commission as required by Commission rules, did not receive such letter.

CONCLUSIONS OF LAW

Exchange Act Section 13(a) and the rules promulgated thereunder 

require issuers of securities registered pursuant to Exchange Act Section 12 
3

to file with the Commission current and accurate information in periodic 

reports. Specifically, Rule 13a-1 requires issuers to file annual reports, and 

Rule 13a-13 requires domestic issuers to file quarterly reports. See 17 C.F.R. 

§§ 240.13a-1, .13a-13. Compliance with these reporting requirements is 

mandatory. America’s Sports Voice, Inc., Exchange Act Release No. 55511, 

2007 SEC LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act 

Release No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007). Scienter is not 

required to establish violations of Exchange Act Section 13(a) and Rules 13a1 and 13a-13. See SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); SEC 

v. Wills, 472 F. Supp. 1250, 1268 (D.D.C. 1978). Yanglin Soybean failed to 

timely file periodic reports. As a result, it violated Exchange Act Section 

13(a) and Rules 13a-1 and 13a-13.

SANCTION

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend its registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. In determining what 

sanctions will adequately protect investors, the Commission “consider[s], 

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.” Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 

2006 SEC LEXIS 1288, at *19-20 (May 31, 2006).

Yanglin Soybean’s failures to file required periodic reports are serious 

because the failures constitute violations of a central provision of the 

Exchange Act. The purpose of periodic reporting is “to supply investors with 

current and accurate financial information about an issuer so that they may 

make sound [investment] decisions.” Gateway Int’l Holdings, Inc., 2006 SEC 

LEXIS 1288, at *26. The reporting requirements are the primary tool that 

Congress “fashioned for the protection of investors from negligent, careless, 

and deliberate misrepresentations” in the sale of securities. Eagletech

Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC LEXIS 1534, at 

*12 (July 5, 2006) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 

(1st Cir. 1977)). Yanglin Soybean’s violations are also recurrent in that it

repeatedly failed to file periodic reports for roughly six years. See Nature’s 

Sunshine Prods., Inc., Exchange Act Release No. 59268, 2009 SEC LEXIS 81, 

at *20 (Jan. 21, 2009) (failing to file seven required periodic reports due over 
4

a two-year period is recurrent); Impax Labs., Inc., Exchange Act Release 

No. 57864, 2008 SEC LEXIS 1197, at *25-26 (May 23, 2008) (considering 

respondent’s failure to make eight filings over an eighteen-month period to be 

recurrent). Yanglin Soybean is culpable because it knew or should have 

known about the reporting requirements. It further failed to heed the 

delinquency letter sent to it by the Division of Corporation Finance. Even if 

Yanglin Soybean did not receive such letter due to its failure to maintain a 

valid address on file with the Commission as required by Commission rules, 

the other factors weigh in favor of revocation, and scienter is not necessary to 

establish grounds for revocation. See China-Biotics, Inc., Exchange Act 

Release No. 70800, 2013 SEC LEXIS 3451, at *37 & n.60 (Nov. 4, 2013). In 

any event, there is no indication that its violations were inadvertent or 

accidental. Id. Finally, Yanglin Soybean has not answered the OIP, 

submitted a proposal for the further conduct of this proceeding, responded to 

the show cause order, or otherwise participated in the proceeding to address 

whether it has made any efforts to remedy its past violations, and has made 

no assurances against further violations.

Considering these delinquencies, it is necessary and appropriate for the 

protection of investors to revoke the registration of each class of Yanglin 

Soybean’s registered securities.

ORDER

It is ORDERED that, pursuant to Section 12(j) of the Securities 

Exchange Act of 1934, the registrations of each class of registered securities 

of Respondent Yanglin Soybean, Inc., are hereby REVOKED.2

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule 360, 17 C.F.R. § 201.360. Pursuant to that 

rule, a party may file a petition for review of this initial decision within 

twenty-one days after service of the initial decision. A party may also file a 

motion to correct a manifest error of fact within ten days of the initial 

decision, pursuant to Rule 111, 17 C.F.R. § 201.111(h). If a motion to correct 

a manifest error of fact is filed by a party, then a party shall have twenty-one 

days to file a petition for review from the date of the undersigned’s order 

resolving such motion to correct a manifest error of fact.

 

2 This order applies to all classes of Yanglin Soybean’s securities 

registered under Section 12 of the Exchange Act, whether or not such 

securities are specifically identified by ticker symbol or otherwise in this 

initial decision.
5

Also pursuant to Rule 360, this initial decision will not become final until 

the Commission enters an order of finality. 17 C.F.R. § 201.360(d). The 

Commission will enter an order of finality unless a party files a petition for 

review or a motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the initial decision as to a party. 

Id. If any of these events occur, the initial decision shall not become final as 

to that party. Id.

A respondent may move to set aside a default. Rule 155(b) permits the 

Commission, at any time, to set aside a default for good cause, to prevent 

injustice and on such conditions as may be appropriate. 17 C.F.R. 

§ 201.155(b). A motion to set aside a default shall be made within a 

reasonable time, state the reasons for the failure to appear or defend, and 

specify the nature of the proposed defense in the proceeding. Id.

_______________________________

Cameron Elliot

Administrative Law Judge