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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Act of 1933
Release No. 8526 / January 25 2005

Securities Exchange Act of 1934
Release No. 51077 / January 25, 2005

Admin. Proc. File No. 3-11247


In the Matter of

STEVEN WISE AND VLADLEN "LARRY" VINDMAN,

Respondent.



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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(B) AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934 AS TO STEVEN WISE

I.

On September 5, 2003, the Securities and Exchange Commission ("Commission") instituted administrative and cease-and-desist proceedings, pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), against Steven Wise ("Wise" or "Respondent").

II.

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 him and the subject matter of these proceedings which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933, and Sections 15(b) and 21C of the Securities Exchange Act of 1934, as to Steven Wise ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds1 that:

Respondent

1. Wise, 44 years old, resides in Perrineville, New Jersey. During the period of his misconduct, Wise was the Chief Executive Officer and sole director of Marx Toys & Entertainment Corp. ("MRXT"), a Sebring, Ohio, issuer that purports to be in the business of selling collectible action figures and play sets through the Internet and via telemarketing. Additionally, during the period of his misconduct, Wise owned individually, or controlled through undisclosed nominees, approximately 15 million shares of the approximately 26 million shares of MRXT common stock outstanding.

2. Wise participated in an offering of MRXT stock, which is a penny stock.

Other Person and Entity

3. Vladlen "Larry" Vindman ("Vindman"), 33 years old, resides in Marlboro, New Jersey, and, during the period of his misconduct, was a stock promoter. Vindman is an additional respondent in this proceeding.

4. MRXT is a Nevada corporation that purports to be in the business of selling collectible action figures and play sets through the Internet and via telemarketing. Since its incorporation in 1988, MRXT has been known at various times as Alliance Health Enterprises, Alliance Technologies, Inc., and most recently, "stereoscape.com, inc." In March 2003, it changed its name to MRXT. MRXT common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and quoted on the Over-the-Counter Bulletin Board. On August 29, 2003, MRXT filed a Form S-8, registering 8 million shares of common stock issuable under its 1998 Incentive and Non-Qualified Stock Option Plan. MRXT is a penny stock as defined by Rule 3a51-1 of the Exchange Act, 17 C.F.R. 240.3a51-1, and during the relevant period traded for under $5 per share.

Background

5. From in or about August 2003 through September 5, 2003, Wise, together with Vindman, engaged in fraudulent and manipulative practices to inflate artificially the demand for, and the share price of, MRXT common stock. Wise and Vindman engaged in this misconduct so that they, as well as their associates who hold MRXT common stock, could profit by selling their own shares of MRXT stock at inflated prices.

6. In furtherance of this misconduct, Wise, together with Vindman, offered to pay-and in fact did pay-two registered representatives of a New York registered broker-dealer a kickback, consisting of 100,000 purportedly free trading shares of MRXT common stock, to induce the registered representatives to make a market in MRXT stock and to solicit their brokerage clients to purchase and hold shares of MRXT common stock at inflated prices. Wise and Vindman offered further kickbacks to the registered representatives dependent upon the registered representatives selling certain specified quantities of MRXT shares to their brokerage customers. Wise and Vindman knew or recklessly disregarded the fact that the kickbacks that they paid to the registered representatives would not be disclosed to the registered representatives' brokerage customers.

7. Wise and Vindman also engaged in other conduct to manipulate the demand for, and share price of, MRXT common stock, including paying undisclosed kickbacks to registered representatives of at least one other registered broker-dealer as compensation for those registered representatives selling shares of MRXT common stock to their retail customers.

8. As a result of the conduct described above, Respondent Wise willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which, among other things, prohibit any person, directly or indirectly, from engaging in any transaction, act, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser or any person in the offer or sale or in connection with the purchase or sale of any security.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Wise's Offer.

V.

Accordingly, it is hereby ORDERED:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Respondent Wise shall cease and desist from committing or causing any violation and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5, thereunder.

B. Respondent Wise be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.

C. Pursuant to Section 21C(f) of the Exchange Act, Respondent Wise be, and hereby is, prohibited from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act.

D. IT IS FURTHER ORDERED that Respondent Wise shall, within ten business days of the entry of this Order, pay a civil money penalty in the amount of $50,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover letter that identifies Steven Wise as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Helene T. Glotzer, Division of Enforcement, Securities and Exchange Commission, 233 Broadway, New York, New York 10279.

E. IT IS FURTHER ORDERED that in addition to the $50,000 civil money penalty expressed above in Section IV sub-paragraph D, Respondent Wise shall pay an additional civil money penalty in the amount of $25,000 to the United States Treasury. Such payment shall be: (A) made on the first day of every month after the entry of this Order in $5,000 installments, whereby the sum of $25,000 shall be paid within six months of the entry of this Order; (B) made by United States postal money order, certified check, bank cashier's check or bank money order; (C) made payable to the Securities and Exchange Commission; (D) hand-delivered or mailed to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (E) submitted under cover letter that identifies Steven Wise as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Helene T. Glotzer, Division of Enforcement, Securities and Exchange Commission, 233 Broadway, New York, New York 10279.

By the Commission.

Jonathan G. Katz
Secretary


Endnotes


http://www.sec.gov/litigation/admin/33-8526.htm


Modified: 01/25/2005