UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38171 / January 15, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9220 _________________________ : In the Matter of : ORDER INSTITUTING PROCEEDINGS : PURSUANT TO SECTIONS 15(b)(6) : AND 19(h) OF THE SECURITIES Mark Anthony and : EXCHANGE ACT OF 1934, MAKING Michelle Suppes, : FINDINGS, AND : IMPOSING REMEDIAL SANCTIONS Respondents. : _________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") against Mark Anthony ("Anthony") and Michelle Suppes ("Suppes"). II. In anticipation of the institution of this administrative proceeding, Anthony and Suppes have submitted Offers of Settlement 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 prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.100 et seq., Anthony and Suppes, without admitting or denying any findings set forth herein, except as to jurisdiction and facts set forth in paragraphs III.A.1 and III.C.3, which Suppes admits, and III.A.2 and III.C.4, which Anthony admits, consent to the issuance of this Order Instituting Proceedings Pursuant To Sections 15(b)(6) and 19(h) of the Exchange Act and to the entry of the findings and imposition of the remedial sanctions as set forth below. ==========================================START OF PAGE 2====== III. FINDINGS On the basis of this Order and Anthony's and Suppes' Offers of Settlement, the Commission finds-[1]- that: A. Respondents 1. Suppes was at all relevant times the president and registered principal of Suppes Securities, Inc. ("Suppes Securities"), a broker-dealer registered with the Commission since May 1991. Suppes acquired the predecessor of Suppes Securities in April 1991. During the relevant time period, Suppes was the sole shareholder of Suppes Securities. During the relevant time period, Suppes possessed, directly or indirectly, the power to direct or control, or cause the direction or control of, and directed or controlled, the management and policies of Suppes Securities. Suppes has also acted as a registered representative at Suppes Securities. 2. Anthony was at all relevant times a registered representative at Suppes Securities. From the beginning of Anthony's employment at Suppes Securities to the present, Suppes has had supervisory responsibilities for Anthony. B. Related Parties 1. Suppes Securities was at all relevant times a registered broker-dealer with its principal offices in New York City. 2. Anthony Sarivola ("Sarivola"), also known as Anthony Martelli and Anthony Steele, was from October 1991 onward the undisclosed owner and control person of Leona Enterprises, Inc. ("Leona") and its related companies, including, among others, Milan National Corp. ("Milan National"), Milan International Ltd. ("Milan International"), Standard Investment Holdings, Inc. ("Standard") and Eurobanc Ltd. ("Eurobanc"). 3. Leona, a blind pool formed in 1987, was incorporated in Delaware. Leona was at all relevant times a reporting company ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to the Offers of Settlement of Anthony and Suppes and are not binding on any other person or entity in this or any other proceeding. ==========================================START OF PAGE 3====== registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C.  78o(d). Leona's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Leona was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Leona common stock was less than five dollars per share. At no time relevant to this matter did Leona have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. C. FACTS 1. On October 31, 1995, the Commission filed a complaint in the United States District Court for the Southern District of New York, SEC v. Anthony Sarivola, et al., 95 Civ. 9270 (RPP) against, among others, Sarivola, Leona, Milan National, Milan International, and certain of their officers and directors, and Suppes, Suppes Securities and Anthony. The Complaint charged the defendants with violations of various registration, antifraud, corporate reporting, and books and records provisions of the federal securities laws. 2. The Commission's Complaint alleged, among other things, as follows: a. From in or around September 1991 through August 1992 (the "relevant time period"), Sarivola orchestrated a scheme to inflate the reported assets of Leona and its affiliates, including Standard, Milan International, Milan National and Eurobanc, by tens of millions of dollars. Sarivola disseminated false financial information in press releases, promotional materials and in filings with the Commission. The purpose of the defendants' deceptive scheme was to increase artificially the demand for Leona's securities so that Sarivola and certain other defendants could profit from their subsequent sales of Leona securities. b. Anthony and Suppes facilitated Sarivola's scheme by promoting Leona securities and disseminating the false financial information to other brokers and to the public. They did so without conducting an adequate inquiry into the financial representations before the information was disseminated to the public. c. Anthony also received undisclosed compensation in exchange for promoting the Leona stock. Anthony ==========================================START OF PAGE 4====== received this compensation in the form of Leona stock, through certificates issued to his nominees. Anthony received at least $50,000 in proceeds from the sale of this stock, and those proceeds benefitted him and Suppes. Suppes and Anthony knowingly or recklessly omitted to disclose this compensation to their retail customers to whom they recommended investments in Leona securities. d. In or about the fall of 1991, Milan International opened an account at Suppes Securities and concurrently deposited 265,000 shares of Leona stock into the account. The shares were not registered with the Commission pursuant to Section 5 of the Securities Act. Suppes was the registered representative on the account. Suppes executed brokerage instructions to sell the Leona shares from the Milan International account. The sales by Milan International through Suppes Securities constituted a distribution by a controlling person of Leona and were not exempt from the registration requirements of the Securities Act. 3. On October 31, 1996, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to jurisdiction, Suppes consented to the entry of a final judgment of permanent injunction. On December 12, 1996, the Court (i) permanently enjoined Suppes from future violations of Sections 5 and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(c)(1) of the Exchange Act, and Rules 10b-3, 10b-5 and 15c1-2 thereunder; and (ii) ordered Suppes to pay disgorgement of $85,608.63 plus prejudgment interest on the amount to be disgorged, plus a civil penalty of $25,000 pursuant to the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. 4. On October 31, 1996, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to jurisdiction, Anthony consented to the entry of a final judgment of permanent injunction. On December 12, 1996, the Court (i) permanently enjoined Anthony from future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (ii) ordered Anthony to pay disgorgement of $85,608.63 plus prejudgment interest on the amount to be disgorged, plus a civil penalty of $50,000 pursuant to the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. IV. ORDER IMPOSING SANCTIONS ==========================================START OF PAGE 5====== Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offers of Settlement submitted by Anthony and Suppes, and accordingly, IT IS HEREBY ORDERED, that: 1. Effective immediately, Suppes be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, with the right to reapply for association after two years to the appropriate self-regulatory organization, or if there is none, to the Commission; 2. Effective immediately, Anthony be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company; and 3. Effective immediately, Anthony be, and hereby is, barred from participating in any offering of penny stock, including (i) 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 of or trading in any penny stock, or (ii) inducing or attempting to induce the purchase or sale of any penny stock. By the Commission. Jonathan G. Katz Secretary