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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 49977 / July 7, 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

Respondents.



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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AS TO MELVIN L. LEVINE AND MICHAEL T. REITER

I.

The Securities and Exchange Commission ("Commission"), having issued on March 3, 2004, an Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act ("Exchange Act") against Melvin L. Levine ("Levine") and Michael T. Reiter ("Reiter") ("collectively the "Respondents"), now deems it appropriate and in the pubic interest that an Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Exchange Act ("Order") be issued against the Respondents.

II.

In response to the institution of these proceedings, the Respondents have each submitted an Offer of Settlement ("Levine's Offer" or "Reiter's 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 them and the subject matter of these proceedings, and the findings contained in Section III. A.4, A.6 and A.7 with respect to Levine, which are admitted by Levine, and the findings contained in Section III. B.3 and B.5 with respect to Reiter, which are admitted by Reiter, the Respondents each consent to the entry of this Order, as set forth below.

III.

A. Levine

On the basis of this Order and Levine's Offer, the Commission finds that

1. At all relevant times, Levine was a stock promoter. Levine, 70 years old, resides in Pompano Beach, Florida.

2. At all relevant times, Levine participated in an offering of COI Solutions, Inc., ("COI") which was a penny stock as defined in the Exchange Act and rules promulgated thereunder.

3. At all relevant times, Levine participated in an offering of Rhino Ecosystems, Inc., ("Rhino") which was a penny stock as defined in the Exchange Act and rules promulgated thereunder.

4. On August 8, 2002, a federal grand jury in Miami returned a 10-count indictment charging Levine, among others, with conspiracy to commit wire, mail and securities fraud and with wire, mail and securities fraud, in the criminal action entitled United States v. Melvin L. Levine, a/k/a "Mel Levine" and Michael T. Reiter, et al., Case No. 02-20672-CR-Jordan (S.D. Fla. 2002).

5. The indictment alleged, among other things, that Levine and Reiter conspired with others in a scheme that involved the issuance of COI stock through a fraudulent Form S-8 offering. The indictment alleged that Levine, among others, had agreed to sell these shares to an offshore shell company that he controlled and owned, for a nominal amount. The indictment also alleged that the shell company would, in turn, sell the shares to an undercover agent of the FBI, who was posing as a representative of an offshore mutual fund for approximately $16 million. The indictment further alleged that Levine was to receive $2.4 million for his role in the scheme.

6. In another indictment issued on July 30, 2002, Levine, among others, was charged with conspiracy to commit wire and securities fraud and with wire and securities fraud, in the criminal action entitled United States v. Melvin L. Levine, a/k/a/"Mel Levine," et al., Case No. 02-20636-CR-Ungaro-Benages (S.D. Fla. 2002). According to the indictment, Levine, acting once again as a stock promoter, conspired with the president, vice-president and chief financial officer of Rhino in a fraudulent S-8 offering. The indictment alleged that the free trading shares issued by the S-8 offering would be transferred to the offshore shell company, controlled and owned by Levine, and subsequently sold to the offshore mutual fund. The indictment further alleged that Levine, among others, conspired to pay a $6 million undisclosed kickback to the undercover agent of the FBI and others in return for their inducing the offshore mutual fund to pay $8.6 million for the purchase of the Rhino shares issued by the fraudulent S-8 offering.

7. On March 21, 2003, Levine pled guilty to the conspiracy count in each case. On September 15, 2003, Levine was sentenced to 37 months in prison and 2 years of supervised release.

B. Reiter

On the basis of this Order and Reiter's Offer, the Commission finds that

1. At all relevant times, Reiter was a stock promoter. Reiter, 34 years old, resides in Merrick, New York.

2. At all relevant times, Reiter participated in an offering of COI Solutions, Inc., ("COI") which was a penny stock as defined in the Exchange Act and rules promulgated thereunder.

3. On August 8, 2002, a federal grand jury in Miami returned a 10-count indictment charging Levine and Reiter, among others, with conspiracy to commit wire, mail and securities fraud and with wire, mail and securities fraud, in the criminal action entitled United States v. Melvin L. Levine, a/k/a "Mel Levine" and Michael T. Reiter, et al., Case No. 02-20672-CR-Jordan (S.D. Fla. 2002).

4. The indictment alleged, among other things, that Levine and Reiter conspired with others in a scheme that involved the issuance of COI stock through a fraudulent Form S-8 offering. The indictment alleged that Levine, among others, had agreed to sell these shares to an offshore shell company that he controlled and owned, for a nominal amount. The indictment also alleged that the shell company would, in turn, sell the shares to an undercover agent of the FBI, who was posing as a representative of an offshore mutual fund for approximately $16 million. The indictment further alleged that Levine was to receive $2.4 million for his role in the scheme. According to the indictment, Reiter also agreed to help recruit securities brokers who would artificially increase the market price of COI stock by recommending and selling shares of COI to their customers in exchange for bribes.

5. Reiter's case was transferred to the Eastern District of New York in the criminal action entitled United States v. Michael T. Reiter, Case No. 03-00471-Cr-Garafis. On May 5, 2003, Reiter pled guilty to conspiracy to commit wire, mail and securities fraud and is awaiting sentencing.

IV.

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

Accordingly, it is hereby ORDERED:

A. Pursuant to Section 15(b)(6) of the Exchange Act, that Levine 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.

B. Pursuant to Section 15(b)(6) of the Exchange Act, that Reiter 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.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-49977.htm


Modified: 07/07/2004