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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. 50661 / November 15, 2004

Admin. Proc. File No. 3-11633


In the Matter of

Frederick Tropeano,

Respondent.



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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AGAINST FREDERICK TROPEANO

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to accept the Offer of Settlement ("Offer") submitted by Frederick Tropeano ("Tropeano" or "Respondent") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. 201.240(a), for the purpose of settlement of public administrative proceedings instituted against him by the Commission on September 7, 2004 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

Solely for the purpose of this proceeding 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 Sections III.2 and III.4 below, which are admitted, Respondent consents to the entry by the Commission of this Order, which orders Respondent barred from association with any broker or dealer.

III.

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

1. Tropeano, 38, is a resident of Brooklyn, New York. Between approximately January 1, 1998 and at least October 5, 1999, Tropeano was President and CEO of Golf Emporium Corporation ("Golf"), a now dissolved New York corporation. In addition, from May 1, 1997 until February 27, 1998, Tropeano worked as a registered representative at Briarwood Investment Counsel, a broker-dealer registered with the Commission.

2. On September 12, 2000, a Final Judgment By Default was entered against Tropeano, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act, in the civil action entitled Securities and Exchange Commission v. Golf Emporium Corporation and Frederick Tropeano, Civil Action No. 99 Civ. 10259 (JSR), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that, between approximately January 1, 1998 and at least October 5, 1999, Tropeano, directly and indirectly through Golf salespeople acting under his direction, fraudulently induced investors to invest in a "private placement" of Golf stock by making misrepresentations and omissions of material fact about Golf, including, but not limited to, claims that: (a) Golf was about to commence an Initial Public Offering ("IPO") that would cause the price of Golf stock to increase to many times the $2 per share "private placement" price; (b) Golf had meetings with the Commission's staff about the Golf IPO and about listing Golf stock on the NYSE or NASDAQ; and (c) Golf had registered the IPO with the Commission. The Commission's complaint further alleged that these claims were false and misleading because there was no reasonable basis for the price predictions made to prospective investors, the meetings with the Commission's staff described by Tropeano and Golf salespeople never happened, and Golf stock has never been registered with the Commission. Through his fraudulent conduct, Tropeano raised approximately $3,427,160 from 225 investors in Golf's purported "private placement."

4. On February 11, 2000, Tropeano pleaded guilty to one felony count of conspiracy to commit securities fraud and one felony count of wire fraud before the United States District Court for the Southern District of New York, in United States v. Frederick Tropeano, et al., 99 Cr. 01024 (S.D.N.Y.)(SAS). On May 24, 2000, a judgment was entered against Tropeano. He was sentenced to a prison term of 38 months followed by three years of supervised release.

5. The felony counts to which Tropeano pleaded guilty alleged, inter alia, that Tropeano engaged in a conspiracy to defraud Golf investors and used interstate wire communications to perpetrate his fraud.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b) of the Exchange Act, that Respondent Tropeano 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.

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

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-50661.htm


Modified: 11/15/2004