UNITED STATES OF AMERICA v. FORTEL, INC., NOW KNOWN AS ENVIT CAPITAL GROUP, INC.

     
  
      
 
 
 
  
    
  
  
 
 
 
 
 
 
 
 
 
 
  
                                                
 
       INITIAL DECISION RELEASE NO. 385
       ADMINISTRATIVE PROCEEDING
       FILE NO. 3-13465 
UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

___________________________________ 
In            the            Matter            of            
FORTEL, INC., NOW KNOWN AS 
ENVIT CAPITAL GROUP, INC. 
:            
: 
:  
: 
: 
INITIAL  DECISION  
August 13, 2009 
___________________________________ 
APPEARANCES:	 Silvestre A. Fontes and Timothy B. Henseler for the Division of 
Enforcement, Securities and Exchange Commission. 
Robert D. Friedman and Joshua N. Cook for Fortel, Inc., now known as 
Envit Capital Group, Inc. 
BEFORE: 	Robert G. Mahony, Administrative Law Judge. 
I. INTRODUCTION 
A. Procedural Background 
The  Securities  and  Exchange  Commission  (Commission)  issued  its  Order  Instituting  
Proceedings (OIP) on May 12, 2009, pursuant to Section 12(j) of the Securities Exchange Act of 
1934  (Exchange  Act).    Respondent  Fortel,  Inc.,  now  known  as  Envit  Capital  Group,  Inc.  
(Respondent  or  Envit),  submitted  an  Answer,  dated  May  29,  2009.
1
  On  June  5,  2009,  the  
Division  of  Enforcement  (Division)  requested  leave  to  file  a  motion  for  summary  disposition.  
Leave  was  granted,  pursuant  to  17  C.F.R.  §  201.250(a).    The  Division  filed  its  Motion  for  
Summary  Disposition  (Motion)  on  June  19,  2009.
2
    On  July  8,  2009,  Respondent  submitted  its  
1
 In its Answer, Respondent moved for a more definite statement with respect to the allegation in 
the  OIP  that  a  Form  15-12G  it  filed  with  the  Commission  was  ineffective.    In  a  June  5,  2009,  
telephonic prehearing conference, the motion was rendered moot as Respondent understood that 
the alleged defect in the filing was that the company had too many shareholders.  Prehearing Tr. 
at 3-4. 
   The   Division   supplemented   its   Motion   with   a   Declaration   of   Timothy   B.   Henseler   
(Declaration),  with  accompanying  exhibits.   For  ease  of  reference,  citations  to  the  Declaration  
exhibits will be cited as if they were exhibits directly to the motion.  For example, a citation to 
page  one  of  the  Motion  and  to  a  corresponding  Exhibit  1  of  the  Declaration  will  be  cited  as  
“Motion at 1, Ex. 1.” 
2

 
 
  
 
  
 
 
 
 
 
 
 
  
 
    
 
  
 
  
opposition  to  the  Motion,  which  was  officially  filed  in  the  Office  of  the  Secretary  on  July  13,  
2009.  On July 10, 2009, Respondent filed a Motion for Leave to Substitute Filings, requesting 
that  it  be  allowed  to  substitute  its  original  opposition  for  a  new  document  which  included  an  
additional affidavit to the three already included in a declaration in support of the opposition, not 
received until after it made the first submission, and references to it within the opposition.  The 
Division did not oppose Respondent’s motion.  Accordingly, I GRANT Respondent’s Motion for 
Leave  to  Substitute  Filings  and  will  only  consider  its  amended  opposition  filed  as  Exhibit  A  to  
that motion (Opposition) on July 10, 2009.   
B. Allegations and Arguments of the Parties 
The OIP alleges that Respondent’s shares are registered with the Commission pursuant to 
Section 12(g) of the Exchange Act and that it has not filed any annual or quarterly reports since 
its Form 10-Q for the period ended June 30, 2002.  The Division requests that the registration of 
Respondent’s  securities  be  revoked.    Motion  at  17.    Envit  acknowledges  that  its  predecessor  
entity, Fortel, Inc. (Fortel), failed to comply with its reporting requirements and does not contest 
the revocation sought by the Division.  Opposition at 1. 
C. The Standards for Summary Disposition 
Rule  250(a)  of  the  Commission’s  Rules  of  Practice  provides  that,  after  a  respondent’s  
answer has been filed and documents have been made available to that respondent for inspection 
and copying, a party may make a motion for summary disposition of any or all allegations of the 
OIP  with  respect  to  that  respondent.   The  facts  of  the  pleadings  of  the  party  against  whom  the  
motion is made shall be taken as true, except as modified by stipulations or admissions made by 
that  party,  by  uncontested  affidavits,  or  by  facts  officially  noted  pursuant  to  Rule  323  of  the  
Commission’s Rules of Practice. 
Rule  250(b)  of  the  Commission’s  Rules  of  Practice  requires  the  hearing  officer  to  
promptly grant or deny the motion, or to defer decision on the motion.  The hearing officer may 
grant the motion for summary disposition if there is no genuine issue with regard to any material 
fact and the party making the motion is entitled to a summary disposition as a matter of law. 
In  assessing  the  summary  disposition  record,  the  facts,  as  well  as  the  reasonable  
inferences that may be drawn from them, must be viewed in the light most favorable to the non-
moving party. See Felix v. N.Y. City Transit Auth., 324 F.3d 102, 104 (2d Cir. 2003); O’Shea v. 
Yellow Tech. Svcs., Inc., 185 F.3d 1093, 1096 (10th Cir. 1999); Cooperman v. Individual, Inc., 
171 F.3d 43, 46 (1st Cir. 1999). 
By analogy to Rule 56 of the Federal Rules of Civil Procedure, a factual dispute between 
the  parties  will  not  defeat  a  motion  for  summary  disposition  unless  it  is  both  genuine  and  
material.  See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986).  Once the moving 
party  has  carried  its  burden,  “its  opponent  must  do  more  than  simply  show  that  there  is  some  
metaphysical doubt as to the material facts.”  Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 
475  U.S.  574,  586  (1986).   The  opposing  party  must  set  forth  specific  facts  showing  a  genuine  
issue for a hearing and may not rest upon the mere allegations or denials of its pleadings.  At the 
summary  disposition  stage,  the  hearing  officer’s  function  is  not  to  weigh  the  evidence  and  
2
 

 
 
 
 
 
  
  
  
   
 
  
 
 
 
  
 
                                                
 
  
 
determine  the  truth  of  the  matter,  but  rather  to  determine  whether  there  is  a  genuine  issue  for  
resolution at a hearing. See Anderson, 477 U.S. at 249. 
This  Initial  Decision  is  based  on  the  parties’  filings  of  June  19  and  July  10,  2009,  and  
attachments  thereto;  Respondent’s  Answer  to  the  OIP;  and  the  Commission’s  public  official  
records  concerning  Respondent,  of  which  official  notice  is  taken  pursuant  to  17  C.F.R.  §  
201.323.  Any  other  facts  in  Respondent’s  pleadings  have  been  taken  as  true,  in  light  of  the  
Division’s burden of proof and pursuant to 17 C.F.R. § 201.250(a). 
II. FINDINGS OF FACT 
Respondent  (CIK  731647)
3
  is  a  Delaware  corporation  formerly  located  in  Fremont,  
California, and now located in Boston, Massachusetts.  Answer at 2.  The company has a class of 
common  stock  registered  with  the  Commission  pursuant  to  Section  12(g)  of  the  Exchange  Act.  
Motion  at  2,  Ex.  4.  Respondent  is  delinquent  in  filing  its  twenty-seven  most  recent  periodic  
reports,  including  one  quarterly  report  for  2002,  three  quarterly  reports  for  each  of  the  years  
2003-2008,  one  quarterly  report  for  2009,  and  annual  reports  for  the  years  2002-2008.
4 
Opposition at 1. 
On March 17, 2003, Respondent filed a Chapter 11 petition in the U.S. Bankruptcy Court 
for the Northern District of California, which was converted into a Chapter 7 petition on May 7, 
2003,  and  was  terminated  on  March  17,  2006.    Motion  at  3-4,  Exs.  9-10.    During  2008,  
Respondent  changed  its  corporate  domicile  from  California  to  Delaware  by  merging  into  a  
Delaware  corporation  of  the  same  name  (Fortel,  Inc.).    Answer  at  2.    On  June  20,  2008,  
Respondent  changed  its  name  in  the  Delaware  Secretary  of  State’s  records  to  Envit  Capital  
Group, Inc.  Motion at 4, Ex. 13; Answer at 2.  On June 27, 2008, Respondent filed a Form 15-
12G with the Commission in an apparent attempt to deregister its securities.  Motion at 4, Ex. 14; 
Answer at 2.  That form was not effective.  Motion at 4, Ex. 14; Prehearing Conference Tr. at 3-
4. Prior to May 12, 2009, Respondent’s securities were quoted on the Pink Sheets operated by 
Pink OTC Markets Inc. under the symbol “ECGP.”  Answer at 2. 
III. CONCLUSIONS OF LAW 
Exchange  Act  Section  13(a)  and  Rules  13a-1  and  13a-13  thereunder  require  public  
corporations to file annual and quarterly reports with the Commission.  “Compliance with those 
requirements is mandatory and may not be subject to conditions from the registrant.”  America’s 
Sports Voice, Inc., 90 SEC Docket 879, 885 (Mar. 22, 2007).  Scienter, which is often described 
as  “a  mental  state  embracing  intent  to  deceive,  manipulate,  or  defraud,”  is  not  required  to  
establish violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.  See 
3
  The  CIK  number  is  a  unique  identifier  for  each  corporation  in  the  Commission’s  EDGAR  
database.  The user can retrieve filings of a corporation by using its CIK number. 
4
  A  delinquency  letter  sent  to  Respondent  by  the  Division  of  Corporation  Finance  (CorpFin)  to  
the  address  on  file  with  the  Commission,  requesting  compliance  with  its  periodic  filing  
obligations, was returned undelivered.  Answer at 3.  Respondent did not file any periodic reports 
after  the  delinquency  letter  was  sent.  Id.  Envit  did  not  see  a  copy  of  the  letter,  dated  July  29,  
2005, until May 19, 2009. Id. 
3
 

 
 
 
 
    
  
  
 
 
  
 
 
                                                
 
SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); SEC v. Wills, 472 F. Supp. 1250, 1268 
(D.D.C.  1978).    It  is  undisputed  that  Respondent  failed  to  file  its  last  twenty-seven  required  
periodic  reports  since  the  period  ended  June  30,  2002.    Thus,  there  is  no  genuine  issue  with  
regard to any material fact.  Respondent has violated, and continues to violate, Section 13(a) of 
the Exchange Act and Rules 13a-1 and 13a-13 thereunder. 
IV. SANCTION 
The  Division  requests  that  the  registration  of  Respondent’s  securities  be  revoked.
5 
Motion at 17.  In proceedings pursuant to Section 12(j) of the Exchange Act against issuers that 
violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, the determination 
“of what sanctions will ensure that investors will be adequately protected . . . turns on the effect 
on  the  investing  public,  including  both  current  and  prospective  investors,  of  the  issuer’s  
violations,  on  the  one  hand,  and  the Section 12(j) sanctions, on the other hand.”    Gateway  Int’l  
Holdings, Inc., 88 SEC Docket 430, 438-39 (May 31, 2006) (citation omitted).  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.” Id. at 439. 
The  violations  were  serious  in  that  failure  to  file  periodic  reports  violates  a  crucial  
provision of the Exchange Act.  The purpose of the periodic reporting requirements is to publicly 
disclose  current,  accurate  financial  information  about  an  issuer  so  that  investors  may  make  
informed decisions: 
The reporting requirements of the Securities Exchange Act of 1934 is the primary 
tool which Congress has fashioned for the protection of investors from negligent, 
careless,  and  deliberate  misrepresentations  in  the  sale  of  stock  and  securities.  
Congress  has  extended  the  reporting  requirements  even  to  companies  which  are  
“relatively unknown and insubstantial.” 
SEC  v.  Beisinger  Indus.  Corp.,  552  F.2d  15,  18  (1st  Cir.  1977)  (quoting  legislative  history);  
accord e-Smart Techs., Inc., 57 S.E.C. 964, 968-69 (2004). 
Respondent’s  violations  were  recurrent  in  that  it  has  repeatedly  failed  to  file  periodic  
reports for more than six years.  Respondent failed to notify the Commission and its investors of 
its  inability  to  timely  file  a  Form  10-K  or  10-Q  on  Form  12b-25.
6
  Concerning  culpability,  
Respondent  knew  of  its  reporting  obligations  but  failed  to  comply  with  them.    Respondent  was  
advised  through  the  July  29,  2005,  CorpFin  letter,  sent  to  the  most  recent  address  on  its  most  
recent filing with the Commission, that it was delinquent in its periodic filings.  Envit argues that 
5
 The only remedies available in this proceeding, pursuant to Section 12(j) of the Exchange Act, 

to address the company’s reporting violations are revocation or suspension of registration of its 

securities. 

6
 Although the OIP does not allege violations based upon the Respondent’s failure to file Forms 

12b-25,  “[I]  may  consider  those  failures,  as  well  as  other  matters  outside  the  OIP,  in  assessing  

appropriate sanctions.” Gateway, 88 SEC Docket at 440 n.30.  

4
 

 
 
 
    
 
 
 
 
 
 
 
 
 
 
  
 
 
 
            
   
it did not see the letter until May 19, 2009.  Answer at 3.  However, it attempted to deregister its 
securities with the Commission on a June 27, 2008, Form 15-12G, indicating that it knew it was 
not compliant with the reporting requirements.       
Respondent  has  made  no  efforts  to  remedy  its  violations  and  ensure  future  compliance,  
and has provided no assurances against future violations. 
In  sum,  the  investing  public  still  does  not  have  access  to  complete  past  and  current  
financial information, and Respondent has made no efforts to make the delinquent filings current 
or  provide  any  assurances  against  future  violations.    Further,  Respondent  does  not  object  to  
deregistration.    Thus,  revocation  of  the  registration  of  Respondent’s  registered  securities  will  
serve  the  public  interest  and  the  protection  of  investors,  pursuant  to  Section  12(j)  of  the  
Exchange Act. 
V. ORDER 
IT IS ORDERED that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, 
15 U.S.C. § 78l(j), the REGISTRATION of the registered securities of Respondent Fortel, Inc., 
now known as Envit Capital Group, Inc., IS REVOKED. 
This Initial Decision shall become effective in accordance with and subject to the provisions 
of Rule 360 of the Commission’s Rules of Practice, 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 of the Commission’s Rules of Practice, 17 C.F.R. 
§  201.111.   If  a  motion  to  correct  a  manifest  error  of  fact  is  filed  by  a  party,  then  that  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.   
The Initial Decision will not become final until the Commission enters an order of finality. 
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.   If  any  of  these  events  occur,  the  Initial  Decision  shall  not  become  
final as to that party. 
                                                                        __________________________________ 
                                                                        Robert            G.            Mahony            
      Administrative Law Judge 
5
 

INITIAL  DECISION  RELEASE  NO.  385
       ADMINISTRATIVE  PROCEEDING
       FILE  NO.  3-13465  

UNITED STATES OF AMERICA 

Before the 


SECURITIES AND EXCHANGE COMMISSION 


___________________________________ 

In the Matter of 

FORTEL, INC., NOW KNOWN AS 
ENVIT CAPITAL GROUP, INC. 

: 
: 
: 
: 
: 

INITIAL DECISION 
August 13, 2009 

___________________________________ 

APPEARANCES:	 Silvestre A. Fontes and Timothy B. Henseler for the Division of 
Enforcement, Securities and Exchange Commission. 

Robert D. Friedman and Joshua N. Cook for Fortel, Inc., now known as 
Envit Capital Group, Inc. 

BEFORE: 	 Robert G. Mahony, Administrative Law Judge. 

I. INTRODUCTION 

A. Procedural Background 

The Securities and Exchange Commission (Commission) issued its Order Instituting 
Proceedings (OIP) on May 12, 2009, pursuant to Section 12(j) of the Securities Exchange Act of 
1934 (Exchange Act). Respondent Fortel, Inc., now known as Envit Capital Group, Inc. 
(Respondent or Envit), submitted an Answer, dated May 29, 2009.1  On June 5, 2009, the 
Division of Enforcement (Division) requested leave to file a motion for summary disposition. 
Leave was granted, pursuant to 17 C.F.R. § 201.250(a).  The Division filed its Motion for 
Summary Disposition (Motion) on June 19, 2009.2  On July 8, 2009, Respondent submitted its 

1 In its Answer, Respondent moved for a more definite statement with respect to the allegation in 
the OIP that a Form 15-12G it filed with the Commission was ineffective.  In a June 5, 2009, 
telephonic prehearing conference, the motion was rendered moot as Respondent understood that 
the alleged defect in the filing was that the company had too many shareholders.  Prehearing Tr. 
at 3-4. 
 The Division supplemented its Motion with a Declaration of Timothy B. Henseler 

(Declaration), with accompanying exhibits. For ease of reference, citations to the Declaration 
exhibits will be cited as if they were exhibits directly to the motion.  For example, a citation to 
page one of the Motion and to a corresponding Exhibit 1 of the Declaration will be cited as 
“Motion at 1, Ex. 1.” 

2



 

 
 
 

 

 
 

 

 
 

 

 
 

 
  

 

 

 
 

opposition to the Motion, which was officially filed in the Office of the Secretary on July 13, 
2009. On July 10, 2009, Respondent filed a Motion for Leave to Substitute Filings, requesting 
that it be allowed to substitute its original opposition for a new document which included an 
additional affidavit to the three already included in a declaration in support of the opposition, not 
received until after it made the first submission, and references to it within the opposition.  The 
Division did not oppose Respondent’s motion.  Accordingly, I GRANT Respondent’s Motion for 
Leave to Substitute Filings and will only consider its amended opposition filed as Exhibit A to 
that motion (Opposition) on July 10, 2009.   

B. Allegations and Arguments of the Parties 

The OIP alleges that Respondent’s shares are registered with the Commission pursuant to 
Section 12(g) of the Exchange Act and that it has not filed any annual or quarterly reports since 
its Form 10-Q for the period ended June 30, 2002.  The Division requests that the registration of 
Respondent’s securities be revoked.  Motion at 17. Envit acknowledges that its predecessor 
entity, Fortel, Inc. (Fortel), failed to comply with its reporting requirements and does not contest 
the revocation sought by the Division. Opposition at 1. 

C. The Standards for Summary Disposition 

Rule 250(a) of the Commission’s Rules of Practice provides that, after a respondent’s 
answer has been filed and documents have been made available to that respondent for inspection 
and copying, a party may make a motion for summary disposition of any or all allegations of the 
OIP with respect to that respondent. The facts of the pleadings of the party against whom the 
motion is made shall be taken as true, except as modified by stipulations or admissions made by 
that party, by uncontested affidavits, or by facts officially noted pursuant to Rule 323 of the 
Commission’s Rules of Practice. 

Rule 250(b) of the Commission’s Rules of Practice requires the hearing officer to 
promptly grant or deny the motion, or to defer decision on the motion.  The hearing officer may 
grant the motion for summary disposition if there is no genuine issue with regard to any material 
fact and the party making the motion is entitled to a summary disposition as a matter of law. 

In assessing the summary disposition record, the facts, as well as the reasonable 
inferences that may be drawn from them, must be viewed in the light most favorable to the non-
moving party. See Felix v. N.Y. City Transit Auth., 324 F.3d 102, 104 (2d Cir. 2003); O’Shea v. 
Yellow Tech. Svcs., Inc., 185 F.3d 1093, 1096 (10th Cir. 1999); Cooperman v. Individual, Inc., 
171 F.3d 43, 46 (1st Cir. 1999). 

By analogy to Rule 56 of the Federal Rules of Civil Procedure, a factual dispute between 
the parties will not defeat a motion for summary disposition unless it is both genuine and 
material.  See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986). Once the moving 
party has carried its burden, “its opponent must do more than simply show that there is some 
metaphysical doubt as to the material facts.”  Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 
475 U.S. 574, 586 (1986). The opposing party must set forth specific facts showing a genuine 
issue for a hearing and may not rest upon the mere allegations or denials of its pleadings.  At the 
summary disposition stage, the hearing officer’s function is not to weigh the evidence and 

2
 



 

 

 

 

 
 
 

  

   
 

 

 

 

 
 
 

                                                 

 

 

determine the truth of the matter, but rather to determine whether there is a genuine issue for 
resolution at a hearing. See Anderson, 477 U.S. at 249. 

This Initial Decision is based on the parties’ filings of June 19 and July 10, 2009, and 
attachments thereto; Respondent’s Answer to the OIP; and the Commission’s public official 
records concerning Respondent, of which official notice is taken pursuant to 17 C.F.R. § 
201.323. Any other facts in Respondent’s pleadings have been taken as true, in light of the 
Division’s burden of proof and pursuant to 17 C.F.R. § 201.250(a). 

II. FINDINGS OF FACT 

Respondent (CIK 731647)3 is a Delaware corporation formerly located in Fremont, 
California, and now located in Boston, Massachusetts.  Answer at 2.  The company has a class of 
common stock registered with the Commission pursuant to Section 12(g) of the Exchange Act. 
Motion at 2, Ex. 4. Respondent is delinquent in filing its twenty-seven most recent periodic 
reports, including one quarterly report for 2002, three quarterly reports for each of the years 
2003-2008, one quarterly report for 2009, and annual reports for the years 2002-2008.4 

Opposition at 1. 

On March 17, 2003, Respondent filed a Chapter 11 petition in the U.S. Bankruptcy Court 
for the Northern District of California, which was converted into a Chapter 7 petition on May 7, 
2003, and was terminated on March 17, 2006.  Motion at 3-4, Exs. 9-10. During 2008, 
Respondent changed its corporate domicile from California to Delaware by merging into a 
Delaware corporation of the same name (Fortel, Inc.).  Answer at 2. On June 20, 2008, 
Respondent changed its name in the Delaware Secretary of State’s records to Envit Capital 
Group, Inc. Motion at 4, Ex. 13; Answer at 2.  On June 27, 2008, Respondent filed a Form 15-
12G with the Commission in an apparent attempt to deregister its securities.  Motion at 4, Ex. 14; 
Answer at 2.  That form was not effective.  Motion at 4, Ex. 14; Prehearing Conference Tr. at 3-
4. Prior to May 12, 2009, Respondent’s securities were quoted on the Pink Sheets operated by 
Pink OTC Markets Inc. under the symbol “ECGP.”  Answer at 2. 

III. CONCLUSIONS OF LAW 

Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder require public 
corporations to file annual and quarterly reports with the Commission.  “Compliance with those 
requirements is mandatory and may not be subject to conditions from the registrant.”  America’s 
Sports Voice, Inc., 90 SEC Docket 879, 885 (Mar. 22, 2007).  Scienter, which is often described 
as “a mental state embracing intent to deceive, manipulate, or defraud,” is not required to 
establish violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.  See 

3 The CIK number is a unique identifier for each corporation in the Commission’s EDGAR 
database. The user can retrieve filings of a corporation by using its CIK number. 
4 A delinquency letter sent to Respondent by the Division of Corporation Finance (CorpFin) to 
the address on file with the Commission, requesting compliance with its periodic filing 
obligations, was returned undelivered.  Answer at 3. Respondent did not file any periodic reports 
after the delinquency letter was sent. Id.  Envit did not see a copy of the letter, dated July 29, 
2005, until May 19, 2009. Id. 

3
 



 

 

 

 
   

 

 

 

 
 

 

 

                                                 

SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); SEC v. Wills, 472 F. Supp. 1250, 1268 
(D.D.C. 1978). It is undisputed that Respondent failed to file its last twenty-seven required 
periodic reports since the period ended June 30, 2002.  Thus, there is no genuine issue with 
regard to any material fact.  Respondent has violated, and continues to violate, Section 13(a) of 
the Exchange Act and Rules 13a-1 and 13a-13 thereunder. 

IV. SANCTION 

The Division requests that the registration of Respondent’s securities be revoked.5 

Motion at 17.  In proceedings pursuant to Section 12(j) of the Exchange Act against issuers that 
violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, the determination 
“of what sanctions will ensure that investors will be adequately protected . . . turns on the effect 
on the investing public, including both current and prospective investors, of the issuer’s 
violations, on the one hand, and the Section 12(j) sanctions, on the other hand.”  Gateway Int’l 
Holdings, Inc., 88 SEC Docket 430, 438-39 (May 31, 2006) (citation omitted).  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.” Id. at 439. 

The violations were serious in that failure to file periodic reports violates a crucial 
provision of the Exchange Act.  The purpose of the periodic reporting requirements is to publicly 
disclose current, accurate financial information about an issuer so that investors may make 
informed decisions: 

The reporting requirements of the Securities Exchange Act of 1934 is the primary 
tool which Congress has fashioned for the protection of investors from negligent, 
careless, and deliberate misrepresentations in the sale of stock and securities. 
Congress has extended the reporting requirements even to companies which are 
“relatively unknown and insubstantial.” 

SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977) (quoting legislative history); 
accord e-Smart Techs., Inc., 57 S.E.C. 964, 968-69 (2004). 

Respondent’s violations were recurrent in that it has repeatedly failed to file periodic 
reports for more than six years. Respondent failed to notify the Commission and its investors of 
its inability to timely file a Form 10-K or 10-Q on Form 12b-25.6  Concerning culpability, 
Respondent knew of its reporting obligations but failed to comply with them.  Respondent was 
advised through the July 29, 2005, CorpFin letter, sent to the most recent address on its most 
recent filing with the Commission, that it was delinquent in its periodic filings.  Envit argues that 

5 The only remedies available in this proceeding, pursuant to Section 12(j) of the Exchange Act, 

to address the company’s reporting violations are revocation or suspension of registration of its 

securities. 

6 Although the OIP does not allege violations based upon the Respondent’s failure to file Forms 

12b-25, “[I] may consider those failures, as well as other matters outside the OIP, in assessing 

appropriate sanctions.” Gateway, 88 SEC Docket at 440 n.30.  


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it did not see the letter until May 19, 2009.  Answer at 3.  However, it attempted to deregister its 
securities with the Commission on a June 27, 2008, Form 15-12G, indicating that it knew it was 
not compliant with the reporting requirements.       

Respondent has made no efforts to remedy its violations and ensure future compliance, 
and has provided no assurances against future violations. 

In sum, the investing public still does not have access to complete past and current 
financial information, and Respondent has made no efforts to make the delinquent filings current 
or provide any assurances against future violations.  Further, Respondent does not object to 
deregistration. Thus, revocation of the registration of Respondent’s registered securities will 
serve the public interest and the protection of investors, pursuant to Section 12(j) of the 
Exchange Act. 

V. ORDER 

IT IS ORDERED that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, 
15 U.S.C. § 78l(j), the REGISTRATION of the registered securities of Respondent Fortel, Inc., 
now known as Envit Capital Group, Inc., IS REVOKED. 

This Initial Decision shall become effective in accordance with and subject to the provisions 
of Rule 360 of the Commission’s Rules of Practice, 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 of the Commission’s Rules of Practice, 17 C.F.R. 
§ 201.111. If a motion to correct a manifest error of fact is filed by a party, then that 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.   

The Initial Decision will not become final until the Commission enters an order of finality. 
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. If any of these events occur, the Initial Decision shall not become 
final as to that party. 

      __________________________________ 
      Robert G. Mahony 
      Administrative  Law  Judge  

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