Ashley Nemiroff, Rocco Siclari, George A. Carhart, Howard Zelin, Carl D'elia, Craig A. Brandwein, and Donald R. Catapano

SECURITIES EXCHANGE ACT OF 1934
Release No. 50488 / October 4, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11587

In the Matter of ASHLEY NEMIROFF, ROCCO SICLARI, GEORGE A. CARHART, HOWARD ZELIN, CARL D'ELIA, CRAIG A. BRANDWEIN, and DONALD R. CATAPANO, Respondent.

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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 ASHLEY NEMIROFF, ROCCO SICLARI, GEORGE A. CARHART, HOWARD C. ZELIN, CRAIG BRANDWEIN, AND DONALD R. CATAPANO

I.

In connection with previously instituted administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), Respondents Ashley Nemiroff ("Nemiroff"), Rocco Siclari ("Siclari"), George A. Carhart ("Carhart"), Howard C. Zelin ("Zelin"), Craig A. Brandwein ("Brandwein"), and Donald R. Catapano ("Catapano") (the "Settling Respondents") have submitted Offers of Settlement (the "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 each and the subject matter of these proceedings, and the findings contained in Sections II.D and II.E below, which are admitted, the Settling Respondents consent to the entry of this Order Making Findings and Imposing Remedial Sanctions ("Order"), as set forth below.

II.

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

A. Settling Respondents

1. Nemiroff was the registered principal of Ash & Co., Inc. ("Ash"), a now defunct broker-dealer formerly located in New York, New York. Nemiroff was the registered principal of Ash from February 1989 to January 1999. Nemiroff held Series 7, 24 and 63 licenses.

2. Siclari was an undisclosed principal at Ash during 1997. Siclari held Series 7 and 63 licenses.

3. Carhart was an undisclosed principal at Ash during 1997

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4. Zelin was a registered principal at Worthington Capital Group, Inc. ("Worthington"), a defunct broker-dealer, from November 1996 to July 1998. Zelin held Series 7 and 24 licenses.

5. Brandwein was a registered representative at International Bond & Share ("IBS"), a now defunct broker-dealer, from November 1997 to July 1998. During 1998, Brandwein also ran an office of supervisory jurisdiction ("OSJ") of IBS, which was located in Garden City, New York. Brandwein held Series 7, 24 and 63 licenses.

6. Catapano was a registered representative at IBS from November 1997 to July 1998. During 1998, Catapano also ran the OSJ of IBS with Brandwein. Catapano held Series 7, 24 and 63 licenses.

The Commission's Civil Action

B. On March 12, 2002, the Commission filed a civil injunctive action ("Civil Action") charging Nemiroff, Siclari, Carhart, Zelin, Brandwein, Catapano, and others with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder ("the antifraud provisions"). SEC v. Paul Skulsky, et al., 02 Civ. 1524 (DRH) (E.D.N.Y.). The Commission's complaint sought permanent injunctions, disgorgement and prejudgment interest, and civil penalties against the Settling Respondents.

C. The complaint in the Civil Action alleged, among other things, that Paul Skulsky, an undisclosed control person of AppOnline.com ("AppOnline"), a now defunct mortgage banking firm, sought to manipulate the public market for AppOnline securities. As part of the scheme, during 1997 and 1998, Paul Skulsky ("Skulsky") paid kickbacks in the form of AppOnline stock and cash to the Settling Respondents so that the Settling Respondents would sell, or direct other registered representatives to sell, AppOnline stock to their retail customers. Specifically, Skulsky agreed to pay the Settling Respondents kickbacks of between 45-50% to sell AppOnline stock, and the registered representatives then failed to disclose these payments to their customers.

D. On September 26, 2002, the United States District Court for the Eastern District of New York entered partial consent judgments enjoining Nemiroff, Carhart, Brandwein and Catapano from future violations of the antifraud provisions. On October 18, 2002, the Court entered a partial consent judgment enjoining Zelin from future violations of the antifraud provisions. On February 10, 2003, the Court entered a partial consent judgment enjoining Siclari from future violations of the antifraud provisions. The Settling Respondents consented to entry of these judgments without admitting or denying the allegations of the complaint.

Parallel Criminal Proceedings Concerning the Settling Respondents

E. The United States Attorneys' Offices for the Eastern and Southern Districts of New York have charged the Settling Respondents with securities fraud concerning their conduct involving AppOnline. As detailed below, all of the Settling Respondents have entered guilty pleas.

1. On June 4, 2003, Nemiroff pled guilty to conspiracy to commit securities fraud and securities fraud. On January 26, 2004, a judgment of conviction was entered against Nemiroff on one count of conspiracy to commit securities fraud. He was sentenced to a prison term of one year and one day followed by three years of supervised release. On May 24, 2004, an amended judgment of conviction was entered ordering Nemiroff to pay restitution to AppOnline investors in the amount of $49,793.50. U.S. v. D'Elia, et al., 02 Cr. 00127 (DRH) (E.D.N.Y.).

2. On December 17, 2002, Siclari pled guilty to conspiracy to commit securities fraud and securities fraud. On October 6, 2003, Siclari was sentenced to a five year term of probation. U.S. v. D'Elia, et al.

3. On March 17, 2003, Carhart pled guilty to one count of conspiracy to commit securities fraud. U.S. v. D'Elia, et al.

4. On September 6, 2001, Zelin pled guilty to a five count information containing counts for conspiracy to commit securities fraud, wire fraud and commercial bribery. U.S. v. Zelin, 00 Cr. 1267 (LAK) (S.D.N.Y.).

5. On March 15, 2004, Brandwein pled guilty to one count of conspiracy to commit securities fraud. U.S. v. D'Elia, et al.

6. On March 15, 2004, Catapano pled guilty to one count of conspiracy to commit securities fraud. U.S. v. D'Elia, et al.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Settling Respondents Nemiroff, Siclari, Carhart, Zelin, Brandwein, and Catapano's Offers.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Settling Respondents Nemiroff, Siclari, Carhart, Zelin, Brandwein, and Catapano 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.

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