UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 49330 / February 27, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11416

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Kenneth M. May ("May") and Anthony J. Pinone ("Pinone") (collectively, "Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement ("Offers") 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 them and over the subject matter of these proceedings, and as to Respondent May the findings contained in Sections III.1 and III.3 below, and as to Respondent Pinone, the findings contained in Sections III.1 and III.4 below, which are admitted, Respondents consent to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. 1. At all relevant times, Respondents were associated with an unregistered broker-dealer.

2. On November 26, 2002, the Commission filed a complaint in the United States District Court for the Southern District of Florida, SEC v. Virtual Cash Card LLC, et al., Civil Action No. 02-61672-CIV-ROETTGER (S.D. Fla. November 26, 2002) (the "Complaint"), against, among others, Respondents. The Complaint charged Respondents and others with violating the securities registration, broker-dealer registration, and additionally as to Respondent May, the antifraud provisions of the federal securities laws, in connection with the unregistered offering of securities issued by Virtual Cash Card LLC in the form of "Accounts Receivable Purchase Agreements" and promissory notes.

3. On January 30, 2004, pursuant to Respondent May's Consent and without admitting or denying the allegations of the Commission's Complaint, except as to personal and subject matter jurisdiction, the United States District Court entered a Final Judgment of Permanent Injunction and Other Relief against Respondent May, enjoining him from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 15(a)(1) of the Exchange Act, and Rule 10b-5 thereunder.

4. On February 11, 2004, pursuant to Respondent Pinone's Consent and without admitting or denying the allegations of the Commission's Complaint, except as to personal and subject matter jurisdiction, the United States District Court entered a Final Judgment of Permanent Injunction and Other Relief against Respondent Pinone, enjoining him from violations of Sections 5(a) and 5(c) of the Securities Act and Section 15(a)(1) of the Exchange Act.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondents Offers.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act that Respondents May and Pinone be, and hereby are barred from association with any broker or dealer.

Any reapplication for association by the Respondents will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondents, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.

http://www.sec.gov/litigation/admin/34-49330.htm