Michael Puorro, Walter Dorow, James C. Parrish, Geoffrey W. Gazda, Melvin L. Levine, Michael T. Reiter, Bruce Bertman, Jerry Poole, and Larry W. Kerschenbaum Brenda P. Murray, Administrative Law Judge

SECURITIES EXCHANGE ACT OF 1934
Release No. 49743 / May 20, 2004

Admin. Proc. File No. 3-11419

In the Matter of Michael Puorro, Walter Dorow, James C. Parrish, Geoffrey W. Gazda, Melvin L. Levine, Michael T. Reiter, Bruce Bertman, Jerry Poole, and Larry W. Kerschenbaum

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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS BY DEFAULT AS TO MICHAEL PUORRO, WALTER DOROW, JAMES C. PARRISH, AND JERRY POOLE

The Securities and Exchange Commission ("Commission") issued an Order Instituting Proceedings ("OIP") on March 3, 2004, pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). Respondents Puorro, Dorow, Parrish, and Poole were each served with the OIP: Respondent Dorow on March 8, 2004; Respondents Parrish and Puorro on March 9, 2004; and Respondent Poole on March 11, 2004.

On April 14, 2004, the Division of Enforcement ("Division") filed a Motion for Entry of a Default Order Against Respondents Puorro, Dorow, Parrish, and Poole ("Default Motion") for failure to respond to the allegations in the OIP. The Division advocates barring these four Respondents from participating in an offering of penny stock and, in addition, barring Respondent Puorro from association with any broker or dealer.

On May 3, 2004, Respondent Puorro filed a Motion For Extension Of Time Due To Communication Difficulties While Incarcerated. Respondent Puorro represents that the Division proposed terms on which it would settle the proceeding that he finds totally unacceptable, and he now needs an additional sixty days to locate copies of the Commission's rules and qualified counsel who can represent him in this proceeding before he can respond to the OIP.

Ruling

I deny Respondent Puorro's request for additional time to file an answer because the OIP stated that a respondent shall file an answer within twenty days of service of the OIP, and that a respondent who fails to do so may be deemed in default. See 17 C.F.R. §§ 201.155(a), .220. The Office of the Secretary of the Commission sends each incarcerated respondent a copy of the Commission's Rules of Practice along with the OIP.

I find that Respondents Puorro, Dorow, Parrish, and Poole are in default because they did not file answers to the OIP within the time allowed. I find further that the following allegations in the OIP are true. See 17 C.F.R. §§ 201.155(a), .220.

A. Respondent Puorro

At all relevant times, Respondent Puorro, a thirty-three-year-old resident of Boca Raton, Florida, was a registered representative associated with a registered broker-dealer, who participated in an offering of FoneCash, Inc. ("FoneCash"), a penny stock as that term is defined in the Exchange Act and rules promulgated thereunder.

On May 21, 2002, a federal grand jury in Miami returned an eleven-count criminal indictment charging Respondent Puorro and others with conspiracy to commit wire, mail and securities fraud, and with wire, mail and securities fraud in United States v. Puorro, Case No. 02-20453-CR-Martinez (S.D. Fla. 2002).

The indictment alleged, among other things, that the Chairman of FoneCash had agreed to provide an undercover agent of the Federal Bureau of Investigation ("FBI"), who was posing as a representative of an offshore mutual fund, with one million shares of FoneCash stock to be used by Respondent Puorro and others to artificially increase and maintain the market price of FoneCash stock by paying other securities brokers undisclosed compensation to sell FoneCash stock to their customers.

On December 18, 2002, Respondent Puorro pled guilty to one count of conspiracy to commit wire, mail and securities fraud. On March 6, 2003, Respondent Puorro was sentenced to thirty months in prison, three years of supervised release, and was fined $6,000.

B. Respondent Dorow

At all relevant times, Respondent Dorow, age sixty-one, was a stock promoter who participated in an offering of Equity Technologies and Resources, Inc. ("Equity"), and Movie-O-Network, Inc. ("Movie"), stocks, penny stocks as that term is defined in the Exchange Act and rules promulgated thereunder. As of March 3, 2004, Respondent Dorow was incarcerated at the Federal Correctional Institution, Coleman, Florida.

On August 8, 2002, a federal grand jury in Miami returned a four-count indictment charging Respondent Dorow and others with conspiracy to commit mail and securities fraud, and with mail and securities fraud in United States v. Dorow, Case No. 02-60165-CR-Dimitrouleas (S.D. Fla. 2002). The indictment alleged, among other things, that Respondent Dorow conspired with others to pay undisclosed kickbacks of approximately $1.3 million in cash and in stock that had been issued pursuant to a fraudulent Form S-8 Registration by Equity. The indictment further alleged that the kickback was then to be paid to an undercover agent of the FBI, posing as a representative of an offshore mutual fund, and others in return for their inducing the offshore mutual fund to purchase approximately $8.5 million of overpriced shares of Equity and Movie stocks.

On January 3, 2003, Respondent Dorow pled guilty to conspiracy to commit securities fraud and also to securities fraud. On March 14, 2003, he was sentenced to sixty months in prison on the conspiracy count, sixty-three months' imprisonment on the securities fraud counts with all terms to run concurrently, and to three years of supervised release.

C. Respondent Parrish

At all relevant times, Respondent Parrish, age forty-nine, was the president, chief operating officer, and chief financial officer of Sealant Solutions, Inc. ("Sealant"), and Respondent Parrish participated in an offering of Sealant, a penny stock as that term is defined in the Exchange Act. As of March 3, 2004, Respondent Parrish was incarcerated at the Federal Correctional Institution, Estill, South Carolina.

On June 25, 2002, a federal grand jury in Miami returned a three-count criminal indictment charging Respondent Parrish with conspiracy to commit wire and securities fraud, and with securities and wire fraud in United States v. Parrish, Case No. 02-60126-CR-Martinez (S.D. Fla. 2002).

The indictment alleged, among other things, that Respondent Parrish conspired to pay a $3 million undisclosed kickback to an undercover agent of the FBI, posing as a representative of an offshore mutual fund, and others in return for their inducing the offshore mutual fund to purchase approximately $9 million of overpriced Sealant stock. According to the indictment, the kickback payments were to be made to a company controlled by a co-conspirator.

On May 23, 2002, Respondent Parrish was charged with conspiracy to commit securities fraud and with securities fraud related to another company, Eagle Building Technologies, Inc. ("Eagle Building"), in a criminal action, United States v. Gazda, Case No. 02-20456-CR-Martinez (S.D. Fla. 2002).

On November 20, 2002, Respondent Parrish pled guilty to two counts of conspiracy to commit securities and wire fraud based on his role in Sealant and Eagle Building. On February 19, 2003, Respondent Parrish was sentenced to imprisonment for a term of forty-six months and two years of supervised release, with both sentences to run concurrently. United States v. Parrish, Case No. 02-20456-CR-Martinez (S.D. Fla. 2002).

D. Respondent Poole

At all relevant times, Respondent Poole, age forty-two, was a stock promoter and controlling shareholder of A1 Internet.com ("A1"), a penny stock as that term is defined in the Exchange Act and rules promulgated thereunder. As of March 3, 2004, Respondent Poole was in the custody of the United States Bureau of Prisons.

On May 21, 2002, a federal grand jury in Miami returned a sixteen-count criminal indictment charging Respondent Poole, among others, with conspiracy to commit wire, mail and securities fraud, and with wire, mail and securities fraud in United States v. Bertman, Case No. 02-20454-CR-Graham (S.D. Fla. 2002).

The indictment alleged, among other things, that Respondent Poole conspired with others to pay an undisclosed kickback of $2.5 million to an undercover agent of the FBI, posing as a representative of an offshore mutual fund, and others to induce the offshore mutual fund to purchase approximately four million shares of overpriced A1 stock for $8 million. The indictment also alleged that Respondent Poole conspired to manipulate and artificially increase the price of A1 stocks by bribing brokers to sell A1 stocks to their customers.

On February 6, 2003, a jury convicted Respondent Poole of conspiracy to commit wire, mail and securities fraud, as well as wire, mail and securities fraud. On July 2, 2003, Respondent Poole was sentenced to thirty-three months in prison and three years' probation.

Based on these findings and public interest considerations and pursuant to Section 15(b) of the Exchange Act:

I ORDER that Michael Puorro is barred from associating with any broker or dealer and is barred from participating in an offering of penny stock;

I FURTHER ORDER that Walter Dorow is barred from participating in an offering of penny stock;

I FURTHER ORDER that James C. Parrish is barred from participating in an offering of penny stock; and

I FURTHER ORDER that Jerry Poole is barred from participating in an offering of penny stock.