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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. 50899 / December 21, 2004

Admin. Proc. File No. 3-11647


In the Matter of

MICHAEL I. NNEBE, NELSON C. WALKER, and HILDRETH J. FLEMING, JR.,



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ORDER MAKING FINDINGS AND IMPOSING SANCTION BY DEFAULT

The Securities and Exchange Commission ("Commission") issued an Order Instituting Proceedings ("OIP") on September 14, 2004, pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). On November 24, 2004, the Commission issued an Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b)(6) of the Exchange Act as to Respondent Fleming. See Exchange Act Release No. 50738.

On December 20, 2004, the Division of Enforcement ("Division") filed a Motion for Summary Disposition Against Michael I. Nnebe ("Mr. Nnebe") and Nelson C. Walker ("Mr. Walker"), and a Motion to Exceed the Thirty-five Page Limit ("Motions"). I will dispose of those Motions, except for Mr. Walker who is in default, in an Initial Decision.

Mr. Walker is in default under Rules 155 and 220 of the Commission's Rules of Practice because he was served with the OIP on September 22, 2004,1 and he did not file an Answer to the allegations in the OIP within twenty days of receipt of the OIP. See 17 C.F.R. 201.155, .220. As permitted by Rule 155(a) of the Commission's Rules of Practice, I find the allegations in the OIP to be true.

Mr. Walker, age fifty, worked at Fargo Holdings, Inc., ("Fargo") from approximately October 1998 through November 1999, where he cold-called investors to solicit purchases of Fargo stock and supervised a group of cold-callers who also offered and sold Fargo stock. From January 1994 to February 1997, Mr. Walker was a registered representative with several broker-dealers registered with the Commission, including L.B. Saks, Inc., and Alden Capital Markets, Inc. Mr. Walker held Series 7 and 63 licenses.

On March 15, 2004, the United States District Court for the Southern District of New York granted a default judgment against Mr. Walker and others in SEC v. Nnebe, 01-Civ.-5247 (S.D.N.Y.) ("Injunctive Action"), which, inter alia: (a) permanently enjoined Mr. Walker from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 15(a) of the Exchange Act; (b) permanently enjoined Mr. Walker from participating in any offering of penny stock; and (c) ordered Mr. Walker to disgorge $241,659.81, representing $191,305 in ill-gotten gains derived from his fraudulent conduct plus prejudgment interest of $50,354.81, and pay a civil penalty in the amount of $110,000.

In the Injunctive Action, the Commission alleged, inter alia: (a) that from at least July 1997 through at least November 1999, Mr. Walker and others induced the investing public to buy shares of stock issued by Fargo, a non-operating Delaware corporation that purported to be a day-trading firm and/or a manufacturer of blue jeans, in an unregistered and non-exempt offering; (b) that Mr. Walker and others solicited investors through a series of false or misleading statements including, inter alia, that Fargo would be imminently conducting an IPO and investors could resell their private placement shares at a substantial profit; (c) that Mr. Walker distributed false and misleading written offering memoranda about Fargo's business and the use of Fargo's offering proceeds, even though he knew, or was reckless in not knowing, that the materials contained material misstatements and omissions; (d) that Mr. Walker was not registered as, or affiliated with, a broker-dealer at the time he sold Fargo shares.

Ruling

In view of these facts, it is appropriate and in the public interest that Mr. Walker should be sanctioned so as to protect the investing public.

It is ORDERED that Mr. Walker is hereby barred from association with any broker or dealer pursuant to Section 15(b)(6) of the Exchange Act.

_______________________________
Brenda P. Murray
Chief Administrative Law Judge


Endnotes


http://www.sec.gov/litigation/admin/34-50899.htm


Modified: 12/21/2004