SECURITIES ACT OF 1933
Release No. 8359 / February 2, 2004

SECURITIES EXCHANGE ACT OF 1934
Release No. 49166 / February 2, 2004

Admin. Proc. File No. 3-11387


In the Matter of

Celebrity Resorts and Casinos, Inc. and Thomas H. Ludeman,

Respondents.


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ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING A CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Respondents Celebrity Resorts and Casinos, Inc. ("CR&C") and Thomas H. Ludeman ("Ludeman")(collectively, "Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement ("Offers") to the Commission, 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 in which the Commission is a party, Respondents, without admitting or denying the findings herein, except as to the jurisdiction of the Commission over them and the subject matter of these proceedings, which are admitted, consent to the issuance of this Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order ("Order").

III.

On the basis of this Order and the Respondents' Offers of Settlement, the Commission finds that:

RESPONDENTS

1. THOMAS H. LUDEMAN ("Ludeman"), age 63, is the president and CEO of Celebrity Resorts and Casinos, Inc. and currently resides in Los Angeles, California.

2. CELEBRITY RESORTS AND CASINOS, INC. ("CR&C") is an entity founded and controlled by Mr. Ludeman and incorporated in Nevada.

THE OFFERING

3. During the course of the past five years, Ludeman and CR&C conducted an offering with the stated goal of raising money to build a celebrity-themed resort hotel and casino in Las Vegas, Nevada. To date, Ludeman and CR&C have raised nearly $350,000 from approximately 28 investors.

4. Potential investors were solicited through cold calls and at least one Wall Street Journal advertisement. Those individuals who indicated a potential willingness to invest were provided with documents offering "Convertible Note[s] carrying an interest rate of 5% over the Wall Street Journal first of the month prime rate, accrued monthly from date until maturity."

5. The offering documents claimed: (1) that a portion of the funds raised would be used for the acquisition of a gaming license; (2) that CR&C had a key strategic relationship with Marriott Vacation Club International, and that Marriott Vacation Club International was under consideration to manage the leasing operations of the resort; (3) that the casino would generate revenues in excess of $700 million in its first year of operation; (4) that a national securities law firm was Legal Counsel for CR&C and (5) that once built, the casino would provide guests an opportunity to personally interact with "world-renowned motion picture, television, modeling, sports celebrities, and public figures."

6. In fact: (1) Respondents failed to take any significant steps toward the acquisition of a gaming license; (2) Respondents had no relationship whatsoever with Marriott Vacation Club International; (3) the assumptions used by Respondents in the calculation of projected revenues lacked a legitimate basis; (4) neither Ludeman nor CR&C was represented by a national securities law firm; and (5) Ludeman did not discuss his plan with a single celebrity.

7. In addition to making the misleading claims described above, Ludeman failed to tell prospective investors that he was experiencing personal financial difficulties during the offering period and that he planned to use a significant portion of the offering proceeds to pay various personal living expenses, including $17,000 related to a six-month hotel stay.

8. To date Ludeman and CR&C have failed to take any significant steps in furtherance of their purported plan to build the resort hotel and casino and they have failed to make any payments to investors. In addition, all of the funds raised in the offering have been spent and CR&C has no current source of revenue and no remaining assets of value.

9. Finally, no registration statement was filed with the Commission or was in effect as to the securities sold by Respondents, nor were the securities exempt from registration.

VIOLATIONS

10. As a result of the conduct described in paragraphs 3 through 9 above, Respondents violated Section 17(a) of the Securities Act in that they, by the use of the means of instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly, in the offer or sale of securities, employed devices, schemes or artifices to defraud; obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaged in transactions, practices or courses of business which operated or would operate as a fraud or deceit upon purchasers or prospective purchases of such securities, as described above.

11. As a result of the conduct described in paragraphs 3 through 9 above, Respondents violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in that they, in connection with the purchase or sale of securities, directly or indirectly, by the use of the means or instrumentalities of interstate commerce, or of the mails, employed devices, schemes or artifices to defraud; made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon the purchasers of the securities, as described above.

12. As a result of the conduct described above, Respondents violated Section 5(a) and (c) of the Securities Act, which prohibit the offer or sale of securities through the mails or in interstate commerce, unless a registration statement has been filed or is in effect as to such securities.

DISGORGEMENT

13. Respondents have submitted sworn Statements of Financial Condition dated October 9, 2003 and other evidence and asserted their inability to pay disgorgement plus prejudgment interest.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanction that is set forth in the Offers submitted by Respondents.

ACCORDINGLY, IT IS HEREBY ORDERED THAT:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act that Respondents be, and hereby are, ordered to cease and desist from committing or causing any violation and any future violation of Sections 5(a) and (c) and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

B. Respondents shall pay disgorgement of $347,250.00 plus prejudgment interest, but that payment of such amount is waived based upon Respondents' sworn representations in their Statements of Financial Condition dated October 9, 2003 and other documents submitted to the Commission.

C. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents provided accurate and complete financial information at the time such representations were made; and (2) seek an order directing payment of disgorgement and pre-judgment interest. No other issue shall be considered in connection with this petition other than whether the financial information provided by Respondents was fraudulent, misleading, inaccurate, or incomplete in any material respect. Respondents may not, by way of defense to any such petition: (1) contest the findings in this Order; (2) assert that payment of disgorgement and interest should not be ordered; (3) contest the amount of disgorgement and interest to be ordered; or (4) assert any defense to liability or remedy, including, but not limited to, any statute of limitations defense.

By the Commission.

Jonathan G. Katz
Secretary