U.S. Securities & Exchange Commission
SEC Seal
Home Previous Page
U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50472 / September 29, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11634


In the Matter of

HAROLD B. GALLISON, JR., TERRENCE J. HUGHES AND DAVID ROSENTHAL,

Respondent.


:
:
:
:
:
:
:
:
:
:
ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AS TO DAVID ROSENTHAL

I.

On September 7, 2004, the Securities and Exchange Commission ("Commission") instituted public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against David Rosenthal ("Rosenthal" 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, and the findings contained in Section III.D below, which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 as to David Rosenthal ("Order"), as set forth below.

III.

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

A. From approximately February 1993 through February 1997, Rosenthal was a registered representative associated with InterSecurities, Inc., a broker-dealer registered with the Commission. From approximately February 1997 through June 8, 2004, Rosenthal was a registered representative associated with various registered broker-dealers. Rosenthal participated in an offering of Golf Ventures, Inc. ("GVI") stock, which was a penny stock for a significant portion of the time period relating to Rosenthal's conduct alleged in Section III.C below.

B. GVI was a corporation organized under the laws of Utah with its principal place of business in Salt Lake City, Utah. At the time relevant to these proceedings, GVI's securities were registered pursuant to Section 12(g) of the Exchange Act, 14 U.S.C. 781(g), and its shares were publicly traded on the Over-the-Counter Bulletin Board. In July 1999, GVI filed for bankruptcy and subsequently ceased all operations.

C. On December 18, 1997, the Commission filed a complaint ("Complaint") against Rosenthal and others (SEC v. George Badger, et al., 2:97 CV 0963K (D. Utah)) alleging, among other things, that Rosenthal engaged in a fraudulent scheme to manipulate the market for GVI securities from approximately October 1995 through October 1996 by accepting undisclosed bribe payments from a GVI representative in exchange for recommending and selling GVI securities to his customers.

D. On November 26, 2002, the United States District Court for the District of Utah entered a final consent judgment against Rosenthal that, among other things, permanently enjoins Rosenthal from violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Rosenthal consented to the entry of the final consent judgment without admitting or denying the allegations in the Complaint, except as to jurisdiction.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Rosenthal be, and hereby is barred from association with any broker or dealer;

Any reapplication for association by the Respondent 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 Respondent, 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.

Respondent 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

Endnotes

 

http://www.sec.gov/litigation/admin/34-50472.htm


Modified: 09/29/2004