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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. 50824 / December 9, 2004

Admin. Proc. File No. 3-11688


In the Matter of

MARSHALL S. KLEIN,

Respondent.



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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b)(6) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

On September 28, 2004, the Securities and Exchange Commission ("Commission") issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Marshall S. Klein ("Klein" or the "Respondent").

II.

Subsequent to the institution of these proceedings, Respondent 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, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1 et seq., 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.B below, which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

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

A. Klein, age 43, is a registered representative (CRD 1314414) formerly associated with World Trade Financial Corp., a registered broker-dealer located in San Diego, California.

B. On January 12, 2004, Klein pled guilty to one felony count of conspiracy to commit wire, mail and securities fraud. U.S. v. Klein, 03-CR-2654-JM (S.D. Cal.). On August 20, 2004, Klein was sentenced to three years of supervised probation.

C. The count of the criminal indictment to which Klein was convicted alleged, among other things, that between March and May 2001, Klein, while associated with Centex Securities, Inc., a registered broker-dealer, participated in a criminal conspiracy to affect artificially the supply and demand for and to inflate artificially the price of the publicly-traded securities of FoneCash, Inc.

D. Section 15(b)(6)(A)(ii) of the Exchange Act provides that the Commission may impose remedial sanctions upon any person associated with a broker or dealer, including barring such person from being associated with a broker or dealer, if it finds that such sanctions would be in the public interest and that such person has committed any act enumerated in certain subparagraphs of Section 15(b)(4) of the Exchange Act within the last ten years. The acts proscribed by the relevant subparagraphs of Section 15(b)(4) include conviction of any felony or misdemeanor that involves the purchase or sale of any security, or arises out of the conduct of the business of a broker or dealer.

E. Klein's conviction of a charge of conspiracy to commit wire, mail and securities fraud falls within the category of acts proscribed by the relevant subparagraphs of Section 15(b)(4), and occurred within the last ten years.

IV.

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

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Klein 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/34-50824.htm


Modified: 12/09/2004