UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9577 / April 23, 2014

ADMINISTRATIVE PROCEEDING

File No. 3-15853 

In the Matter of

THE REGISTRATION 

STATEMENT OF COMP 

SERVICES, INC. 

ORDER INSTITUTING 

PROCEEDINGS PURSUANT TO 

SECTION 8(d) OF THE SECURITIES 

ACT OF 1933, MAKING FINDINGS, AND 

ISSUING STOP ORDER

I.

A. On December 20, 2011, Comp Services, Inc. (“Comp Services” or “Respondent”) 

filed a registration statement in connection with an initial public offering of 739,000 shares of 

common stock. The registration statement was amended seven times, most recently April 30, 

2012. The registration statement as amended was declared effective on May 4, 2012. On October 

17, 2013, November 27, 2013, and December 18, 2013, Comp Services filed a post-effective 

amendment to the registration statement. The registration statement as most recently amended 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 Comp Services’ 

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 
2

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, 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 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 

1. On December 20, 2011, Comp Services filed a Form S-1 registration 

statement in connection with an initial public offering of 739,000 shares of common stock (the 

“Registration Statement”). The Registration Statement was amended on January 27, 2012, 

February 22, 2012, March 14, 2012, April 9, 2012, April 23, 2012, April 26, 2012, and April 30, 

2012. The registration statement as amended was declared effective on May 4, 2012. On October 

17, 2013, November 27, 2013, and December 18, 2013, Comp Services filed a post-effective 

amendment to the Registration Statement. The Registration Statement as most recently amended 

has not become effective. 

2. The Comp Services 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 a 

control person and promoter of Comp Services. Additionally, the Registration Statement falsely 

states that Comp Services earned revenue for providing computer services, even though Comp 

Services has never earned any revenue. 

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 Comp 

Services’ Offer.

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

effectiveness of the registration statement filed by Comp Services be, and hereby is, suspended.

By the Commission.

Jill M. Peterson

Assistant Secretary