STATE OF ARKANSAS

SECURITIES DEPARTMENT

IN THE MATTER OF ORDER PROVIDING A
TRANSACTIONAL EXEMPTION
FROM REGISTRATION
CSW NET, INC. NO. 99-028-S

FINDINGS OF FACT

  1. On June 21, 1999, a letter was received by the Arkansas Securities Commissioner requesting that the proposed offering and sale of all the issued and outstanding capital stock (the "Stock") of CSW Net, Inc. (the "Company") to Espernet.com, Inc. (the "Transaction") be determined to be an exempt transaction pursuant to Ark. Code Ann. Section 23-42-504(a)(12).

  2. The Company is a corporation organized under the laws of the State of Arkansas. The Stock consists of 1,000 shares of common stock owned by Kim Woodson (the "Seller"), the sole shareholder of the company.

  3. The Buyer will be Espernet.com, Inc. (the "Buyer").

  4. An exemption from registration has been requested pursuant to the Commissioner’s discretionary authority under Ark. Code Ann. Section 23-42-504(a)(12). The Seller and the Buyer have fully and completely been involved in the negotiation of an agreement for the sale of the Stock, and they have been represented in these negotiations by counsel. The Buyer has had access to financial and other information concerning the Company as is necessary to make an informed investment decision. Based upon the foregoing, the Transaction is not the type the Arkansas Securities Act (the "Act") is designed to protect by requiring registration, particularly when what is involved is the sale of a business.

CONCLUSIONS OF LAW

  1. Pursuant to Section 23-42-504(a)(12) of the Act, the Commissioner may by order exempt certain transactions from Sections 23-42-501 and 23-42-502 of the Act as not being necessary or appropriate in the public interest for the protection of investors.

  2. It is not necessary or appropriate in the public interest for the protection of investors for the Sellers to be required to register the Transaction under the Act for the purposes of the contemplated offering.

  3. It is not necessary or appropriate in the public interest for the protection of investors for the Sellers to be required to engage the services of a registered agent for the purpose of making sales of the Company’s securities.

OPINION

  1. In recognition of the representations made by the Sellers, it appears registration of this offering of shares of common stock is unnecessary in this instance.

  2. This order does not exempt the Seller from the antifraud provisions of the Act.

ORDER

    IT IS THEREFORE ORDERED that any securities of the Company offered or sold in Arkansas for the proposed Transaction, if offered and sold in compliance with the representations made in the letter dated June 7, 1999, and in accordance with the Findings of Fact stated herein, shall be exempted from Sections 23-42-501 and 23-42-502 of the Act.

    WITNESS MY HAND AND SEAL this 23rd day of June, 1999.

 

MAC DODSON
SECURITIES COMMISSIONER