UNITED STATES OF AMERICA
In the Matter of
Michael Anthony Lester,
|ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that public administrative proceedings be instituted against Michael A. Lester ("Lester"), pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of the institution of these administrative proceedings, Lester has submitted an Offer of Settlement of Michael Anthony Lester ("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 in which the Commission is a party, and without admitting or denying the findings set forth herein, except as to personal and subject matter jurisdiction, and the entry of the injunction set forth in Paragraph III.B below, which are admitted, Lester consents to the entry of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order") and to the entry of the findings and imposition of the remedial sanctions set forth below.
Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Lester pursuant to Section 15(b) of the Exchange Act.
On the basis of this Order and Lester's Offer, the Commission finds that:
A. Lester, age 42, resides in Huntsville, Alabama. Between April and September 2000, Lester was an investor relations consultant of American Healthcare Providers, Inc. ("American Healthcare"), a Delaware corporation, the common stock of which was quoted in the National Quotation Bureau's "pink sheets" from September 2, 1999 until June 15, 2000, when the Commission suspended trading in its securities pursuant to Section 12(k) of the Exchange Act for a ten-day period. Starting in September 2000, Lester served as American Healthcare's President;
B. On May 14, 2002, the United States District Court for the Southern District of New York, entered a final judgment against Lester in an action captioned SEC v. American Healthcare Providers, Inc. et. al., 01 cv 7649 (B.S.J.) ("Injunctive Action"), which, among other things, permanently enjoins Lester from future violations of Sections 17(a) and 17(b) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder;
C. In the Injunctive Action, the Commission alleged, among other things: (a) that from at least April 2000 through June 14, 2000, Lester participated in a fraudulent unregistered distribution of American Healthcare common stock; (b) that at the time of the alleged misconduct, American Healthcare common stock was a penny stock, as used in Section 15(b)(6) and as defined by Section 3(a)(51) of the Exchange Act and Rule 3a51-1 thereunder; (c) that Lester promoted the sale of American Healthcare common stock by drafting press releases, maintaining websites and by posting messages on the Internet, which contained false and misleading information about American Healthcare's financial condition and business prospects; and (d) that Lester had agreed to receive unrestricted American Healthcare stock in exchange for promoting American Healthcare; and
D. During 2000, Lester participated in the offering of the common stock of American Healthcare, a "penny stock," as that term is used in Section 15(b)(6) and defined by Section 3(a)(51) of the Exchange Act and Rule 3a51-1 thereunder.
Based on the foregoing, the Commission finds it appropriate in the public interest to impose the sanctions specified in Lester's Offer, and
ACCORDINGLY, IT IS HEREBY ORDERED that Lester be, and hereby is, barred from participating in any offering of 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.
By the Commission.
Jonathan G. Katz
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