UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9879 / August 5, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16726

In the Matter of

the Registration Statement of

Menono, Inc.

17836 Homer Street

Roseville, Michigan 48066

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE PROCEEDINGS, 

MAKING FINDINGS, AND ISSUING 

STOP ORDER

I.

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 of 1933 (“Securities Act”) to 

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

statement of Menono, Inc. (“Respondent”).

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 

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:
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1. Respondent is a Florida corporation headquartered in Roseville, Michigan.

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

seeking to register an offering of 3,000,000 shares of common stock in a $30,000 public 

offering. The registration statement was amended on July 15, 2014, August 22, 2014, 

September 23, 2014, and October 22, 2014 (together, the “Registration Statement”).

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 Respondent “has no plans to be 

acquired by or merge with any other company nor does [Respondent] 

or any of its shareholders have any plans to enter into a change of 

control or similar transaction.” These disclosures are untrue and 

misleading because Respondent is an undisclosed “blank check 

company” as defined in Rule 419 under the Securities Act.

b. The Registration Statement states that Respondent’s sole officer and 

director “is the only ‘parent’ and ‘promoter’ of the company” and will 

“continue to control the operations of the Company” after the offering. 

This disclosure is untrue and misleading because Respondent is 

controlled and/or promoted by an undisclosed control person, parent

and/or promoter.

c. The Registration Statement states that Respondent “is completely 

dependent on the services of our [sole officer and director],” and that 

“[a]ll decisions regarding the management of the Company’s affairs 

will be made exclusively by [the sole officer and director].” These 

disclosures are untrue and misleading because Respondent’s sole 

officer and director has not engaged in any activities for Respondent 

other than the opening of a corporate bank account and the execution 

of documents, both at the direction of the undisclosed control person, 

parent and/or promoter.

d. The Registration Statement states that Respondent’s sole officer and 

director made a capital contribution of $9,000 on April 4, 2014, in the 

form of cash and/or services. These disclosures are untrue and 

misleading because Respondent’s sole officer and director made no 

such capital contribution.

e. The Registration Statement states that Respondent’s sole officer and 

director “has provided our working capital” and paid “[t]he expenses 

of this offering, including the preparation of this prospectus and the 

filing of this registration statement.” These disclosures are untrue and 
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misleading because Respondent’s undisclosed control person, parent

and/or promoter paid for all such expenses.

f. The Registration Statement states that the “Board is comprised of [sic] 

solely of [the sole officer and director] who was integral to our 

formation and who is involved in our day to day operations.” The 

Registration Statement also states that Respondent’s sole officer and 

director “is devoting approximately 10-25 hours per week to our 

operations.” The Registration Statement further states that “[t]he 

functions of [an Audit Committee, a Compensation Committee or a 

Nominating Committee] are being undertaken by our sole director.” 

These disclosures are untrue and misleading because Respondent’s 

sole officer and director has had no involvement in, and spent no time 

on, Respondent’s operations. 

g. The Registration Statement contains a table which purportedly “sets 

forth the uses of proceeds . . . of the securities offered for sale by the 

Company,” including but not limited to the projected sales, marketing, 

advertising and other expenses of Respondent. This disclosure is 

untrue and misleading because the table was copied (with one minor 

revision) from the registration statement of another issuer purportedly 

in a completely different line of business from Respondent.

h. The Registration Statement states that Respondent “would allocate 

[additional equity financing] primarily to the hiring of additional 

programming staff, equipment purchases and office space.” This 

disclosure is untrue and misleading because programming is not part 

of Respondent’s purported business plan, and it was copied verbatim

from the registration statement of another issuer purportedly in a 

completely different line of business from Respondent.

4. On November 26, 2014, the staff issued a subpoena to the sole officer and 

director of Respondent for testimony. The sole officer and director of Respondent refused 

to answer the vast majority of the staff’s questions during testimony based on his assertion 

of the Fifth Amendment privilege against self-incrimination.

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