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U.S. Securities and Exchange Commission

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK


SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

ISAAC SOFAIR and
LANDWAY ESTATES, INC.,

Defendants.


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Civil Action No. : 02-7444 (GEL)
Complaint

JURY DEMAND

COMPLAINT

Plaintiff Securities and Exchange Commission ( the "Commission") alleges as follows:

PRELIMINARY STATEMENT

1. This matter involves fraud and misappropriation of investor funds by Isaac Sofair ("Sofair"), an investment adviser registered with the Commission, who operated through Landway Estates, Inc. ("Landway"). Sofair induced investors to give him their funds for investment in securities by misrepresenting himself to potential advisory clients as a wealthy and successful international investment adviser and by misrepresenting Landway as a wealthy, successful international investment advisory firm that catered to high net worth clients. Nearly everything Sofair told investors about himself and Landway, either orally or in documentation that he provided, was false. Between September 1997 and May 2001, Sofair obtained approximately $4.7 million from 10 clients to invest for various periods. Ultimately, Sofair misappropriated approximately $2.3 million from two investors, which funds he used for his personal benefit, including among other things, to pay his credit card and other personal debt, to purchase an automobile, to rent two luxury penthouse apartments, to travel, and to entertain.

2. By knowingly or recklessly engaging in the conduct described in this Complaint, defendants Sofair and Landway violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. § 77q(a); Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78j(b) and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder. Sofair also knowingly or recklessly engaged in conduct that violated Section 206(1) of the Investment Advisers Act of 1940 ("Advisers Act"), 15 U.S.C. §§ 80b-6(1). In addition, Sofair violated Sections 204, 206(2), 206(4), and 207 of the Advisers Act, 15 U.S.C. §§ 80b-4, 80b-6(2), 80b-6(4), and 80b-7, and Rules 204-2(a)(1), (2), (6), (7) and (8), 204-2(b), 206(4)-1(a)(5) and 206(4)-2(a), 17 C.F.R. §§ 275.204-2(a)(1), 275.204-2(a)(2), 275.204-2(a)(6), 275.204-2(a)(7), 275.204-2(a)(8), 275.204-2(b), 275.206(4)-1(a)(5) and 275.206(4)-2(a), thereunder.

JURISDICTION AND VENUE

3. The Commission brings this action pursuant to the authority conferred upon it by Section 20(b) of the Securities Act, 15 U.S.C. § 77t(b), Sections 21(d) and (e) of the Exchange Act, 15 U.S.C. §§ 78u(d) and (e), and Section 209 (d) of the Advisers Act, 15 U.S.C. § 80b-9(d), to enjoin such acts, transactions, practices and courses of business, and for other appropriate relief.

4. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act, 15 U.S.C. § 77v(a), Section 27 of the Exchange Act, 15 U.S.C. § 78aa, and Section 214 of the Adviser Act, 15 U.S.C. § 80b-14.

5. Certain of the acts, transactions, practices and courses of business constituting the violations alleged herein occurred within the Southern District of New York and elsewhere, and were effected, directly or indirectly, by making use of the means and instruments oftransportation and communication in interstate commerce, or the means and instrumentalities of interstate commerce, or the mails, or the facilities of a national securities exchange.

DEFENDANTS

6. Isaac Sofair, age 62, resides in Bethesda, Maryland. Sofair is a naturalized citizen of the United States, who was born in Iraq and who has spent much of his life in England. In 1990, Sofair was convicted of fraud in London. Sofair has been registered with the Commission as an investment adviser since February 24, 1994.

7. From June 1992 until December 1993, Sofair was employed as a registered representative of PaineWebber, Inc., ("PaineWebber"), a broker-dealer registered with the Commission. In December 1993, PaineWebber terminated Sofair's employment for, among other things, distributing correspondence without the approval of the branch manager; offering for sale unauthorized securities; conducting himself as an investment advisor without the required registration; and improperly depositing and transferring client funds into his personal account. Following his termination from PaineWebber, Sofair was the subject of two NASD arbitration complaints, one of which resulted in PaineWebber agreeing to credit a customer's account in the amount of $825,000, after the customer claimed that Sofair had misappropriated $1.5 million from him. Sofair was also employed from August 1994 until May 1995 as a registered representative with Advest, Inc., a broker-dealer registered with the Commission. Advest terminated Sofair's employment for lack of production.

8. Landway Estates, Inc. is a corporation organized and existing under the laws of Delaware. Sofair incorporated Landway in February 1999, and has operated his investment advisory business through Landway since before its incorporation.

FACTUAL BACKGROUND

The Scheme to Defraud

9. From at least September 1997 until May 2001, Sofair knowingly or recklessly engaged in a scheme to defraud investors and, ultimately, to misappropriate investor funds. He induced investors to give their money to him, purportedly for investment on their behalf in securities, by misrepresenting himself to potential investment advisory clients and other investors as a wealthy and successful investment adviser; and misrepresenting Landway as a large and successful multi-billion dollar international investment advisory firm with offices in London, New York City and Washington, D.C. Sofair also told prospective investors that Landway catered to high net worth individuals, including members of the Royal Family of Saudi Arabia (the "Saudi Royal Family"). As a result thereof, between September 1997 and May 2001, Sofair acquired ten clients who gave him approximately $4.7 million to invest for various periods of time. One investor gave Sofair more than $3.5 million to manage and to invest in securities as he saw fit. The other nine clients gave funds to Sofair to invest in the securities of an entity called the Online Asset Exchange ("Online"), an Internet startup company, which Sofair touted as a "pre-IPO" investment. Most of the investors transferred their funds to Sofair by wire.

10. Sofair also represented to each of the ten clients that he would establish and maintain separate accounts for him or her. However, contrary to his representations, Sofair knowingly or recklessly commingled nearly all of the funds of eight of the ten investors in one brokerage account established in Landway's name at Fidelity Investments ("Fidelity") in New York. Sofair then used the client funds to pay for his personal expenses and/or to trade aggressively in the stock market for Landway's account.

11. None of the individuals who gave funds to Sofair to invest in securities on his or her behalf executed a client account agreement or paid Sofair fees for his services. Rather, in most cases, Sofair and the client agreed that Sofair would be paid a fee to be determined at a later date from any profits that he earned for the client.

False and Misleading Brochures Given To Clients

12. In furtherance of the fraudulent scheme, Sofair knowingly or recklessly made numerous material misrepresentations and omissions concerning himself and Landway. Many of these misrepresentations were contained in quarterly and annual "report brochures" that Sofair prepared and provided to current and prospective clients via, among other media, the U.S. mails. These report brochures, which Sofair prepared and distributed from September 1997 through December 2000, contained patently false performance returns, grossly overstated assets under management, and reported fictitious securities holdings. In addition, these report brochures included descriptions of a fictitious "professional staff," and misrepresented Sofair's educational qualifications.

13. More specifically, some of the material misrepresentations related to the amount of funds under management, and the composition and performance of Landway's investment portfolio. For example:

a. The 1998 annual report brochure for Landway falsely stated that the firm had $2.1 billion under management when, in fact, Sofair and his firm had less than $3 million under management at the time and only one client, Margaret Langenberg. This same report brochure also falsely stated that the firm had a return of 31 percent for the year and a five-year return of 38.3 percent.

b. Similarly, in the report for the quarter ending June 30, 2000, Sofair falsely claimed to have $6.6 billion under management, a quarterly return of 7.23 percent, and an average annual yield since inception of 32.9 percent.

c. In the last quarterly report brochure prepared by Sofair, for the quarter ended September 30, 2000, Sofair falsely claimed to have $6 billion under management. At the time, Sofair had less than $2 million under management.

14. The personal profile portion of the report brochures also contained false and misleading statements. Among other things, the profile portions stated that Sofair was a graduate of the London School of Economics with a degree in business administration and economics and that he held a Masters of Business Administration ("MBA") in economics and finance from New York University. Neither of these representations were true; Sofair does not have a degree from any institution of higher learning.

15. Finally, the annual report brochures for the years ended 1998 and 1999 contained false audit reports allegedly issued by a fictitious entity identified as "Ernst & Young LLP" in London.

False and Misleading Statements in Filings With the Commission

16. In order to enhance his credibility as a securities professional, Sofair knowingly or recklessly made false and misleading statements in Commission filings that he prepared and/or reviewed. Indeed, beginning with his initial investment adviser registration ("Form ADV") filing with the Commission in February 1994, nearly all of Sofair's Form ADV filings and amendments contained material misrepresentations. The misrepresentations consisted of, among other things, false statements similar to those set forth in the report brochures, concerning Sofair's academiccredentials and/or assets under management.

17. More specifically, in the initial Form ADV that Sofair filed with the Commission, he falsified his educational credentials by claiming that he held degrees from the London School of Economics, New York University, and Harvard University. In fact, he does not hold a degree from any institution of higher learning. In his subsequent filings, Sofair failed to correct or to amend these misrepresentations.

18. In his Form ADV amendments and related filings, Sofair grossly overstated the amount of funds he purportedly had under management, falsely claiming that he had between $1 billion and $2.3 billion of assets under management. In fact, during the relevant time period, Sofair had less than $3 million of assets under management.

19. In addition, in his initial Form ADV, in response to a specific question which asked if he had ever been convicted of a felony, Sofair falsely represented that he had not been convicted of a felony. Sofair never corrected this falsehood in any subsequent filings.

Misappropriation of Client Funds

20. As a result of this fraudulent scheme, Sofair misappropriated over $2.3 million from two clients and used the funds for his own personal use. Sofair used client and investor funds, among other things, to trade aggressively in Landway's account and to pay credit card and other personal debt, to purchase an automobile, to rent luxury penthouse apartments, to pay for furnishings, art and wine, and to finance trips and entertainments.

Margaret Langenberg

21. Margaret Langenberg ("Langenberg"), age 58, lives in New York City. Langenberg met Sofair through a friend in February of 1997. During the next several months,Langenberg developed a close personal relationship with Sofair. During this time, Sofair knowingly or recklessly misrepresented himself to Langenberg as a wealthy international investment adviser, who had been educated at the London School of Economics and New York University. Sofair also falsely represented to Langenberg that he managed billions of dollars of funds owned by members of the Saudi Royal Family, whom he claimed were his principal clients. In addition, Sofair informed Langenberg that he earned over $100,000 in fees each month from his Saudi clients and showed her various false and misleading documents which purported to substantiate his claims. During the relevant time period, Sofair also provided Langenberg with copies of the Landway report brochures that falsely reflected his claim that he had billions of dollars under management and positive performance returns.

22. In September 1997, based on Sofair's false and/or misleading representations concerning his education and his investment experience, Langenberg agreed to allow Sofair to manage her investment portfolio, which consisted principally of marketable securities. Between September 1997 and January 2000, Langenberg, transferred, via wire, approximately $3.5 million to Sofair to invest on her behalf. Sofair established a brokerage account at Fidelity for Langenberg and obtained signatory and trading authority over the account.

23. Immediately after gaining control of Langenberg's funds, Sofair knowingly or recklessly began to withdraw funds from Langenberg's account. He used the funds to purchase securities for himself, as well as Langenberg, and to pay for his personal expenses, including, among other things, the purchase of a Range Rover; the rental of two luxury penthouse apartments; the service of a full-time maid; and the purchase of art and other entertainment.

24. Although Langenberg received monthly account statements for her Fidelityaccount by mail, she was unable to track her investments because the majority of her funds had been transferred to an account at Fidelity, held in the name of Landway and controlled exclusively by Sofair. Despite requests to do so, Sofair refused to provide Langenberg with copies of the account statements for the other Fidelity account.

25. In February 2001, Langenberg directed Fidelity to remove Sofair's authority from her account. Thereafter, Langenberg learned that Sofair had misappropriated approximately $2 million of her funds.

The Online Investor Funds

26. Between February and April 2000, Sofair began soliciting investors to invest in the securities of Online, a privately held startup Internet company that offered members an online marketplace to buy and to sell industrial equipment. Sofair told investors that he was raising funds to invest in the stock of a pre-IPO private offering by Online, which would be used to finance a planned public offering of its stock in the spring of 2000. Once again, Sofair knowingly or recklessly told these investors that he was a wealthy international investment adviser with billions of dollars under management. Sofair also told prospective investors that he and his other clients were planning to make a large private investment in the securities of Online. He then offered these investors an opportunity to participate in this private investment stock offering. Sofair told investors that he anticipated that Online would register the shares they would receive in the private offering simultaneously with the registration of shares to be sold in its subsequent public offering.

27. Consequently, Sofair raised approximately $1.2 million for investment in the securities of Online from nine investors. Sofair advised these investors that, pending investmentin Online, he would deposit their funds in either individual interest-bearing accounts or individual brokerage accounts and manage them within the individual accounts. Despite these representations, Sofair knowingly or recklessly commingled nearly all of the Online funds in a single Landway account at Fidelity, which also contained some of Langenberg's funds. Thereafter, Sofair improperly used investor funds to trade aggressively in the stock market for Landway's account and to pay his personal expenses.

28. Sofair also knowingly or recklessly made use of the U.S. mails to conceal the fraudulent scheme and to lull some of the defrauded investors by giving them false assurances, including fictitious account statements on Landway letterhead.

29. In September 2000, Sofair informed investors that he did not intend to pursue the investment in the securities of Online because the company was no longer in a position to go public. Sofair, however, attempted to convince investors to keep their funds under his management. Most of the investors decided to withdraw their funds over the next six months. Ultimately, with the exception of one investor, Sofair returned to each investor their funds plus approximately four percent interest.

30. With respect to one investor, Omar Al-Shawaf, Sofair returned only $150,000 of that individual's $461,685 investment. He misappropriated the remainder of the investment and converted it for his personal use.

Books and Records Violations

31. During all relevant times, Sofair failed to maintain accurate and complete books and records, as the Advisers Act requires, including those related to advisers who have custody of client funds. Sofair failed to maintain records that he, as a registrant, should have retainedpermanently as well as records that he should have retained for five years. Sofair failed to maintain cash receipts and disbursements journals; general and auxiliary ledgers reflecting assets, liabilities, capital income, and expense accounts; trial balances; written communications relating to advice given and recommendations made; and records of all accounts in which the adviser is vested with discretionary authority. In addition, Sofair fabricated account statements that he sent to Al-Shawaf, Gerry Lepkanich, and Irfan Baytok, via the U.S. mails, purportedly showing that the funds that they gave Sofair to invest in Online securities were held in separate accounts and invested in specific securities.

FIRST CLAIM FOR RELIEF

Violation of Section 17(a) of the Securities Act,
Section 10(b) of the Exchange Act
and Rule 10b-5 thereunder
(Against Defendants Sofair and Landway)

32. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 31 above as if the same were fully set forth herein.

33. Between at least September 1997 and May 2001, defendants Sofair and Landway, knowingly or recklessly, in connection with the offer, purchase or sale of securities, directly and indirectly, by use of the means or instruments of transportation or communication in interstate commerce, or the means or instrumentalities of interstate commerce, or the mails, or the facilities of a national securities exchange:

(a) employed devices, schemes or artifices to defraud;

(b) obtained money or property by means of, or made, untrue statements of material fact, or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and

(c) engaged in acts, transactions, practices, or courses of business which operated as a fraud or deceit upon offerees, purchasers and prospective purchasers of securities.

34. By reason of the foregoing, defendants Sofair and Landway, knowingly or recklessly violated Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a); Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b); and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder.

SECOND CLAIM FOR RELIEF

Violation of Sections 206(1) and 206(2) of the Advisers Act
(Against Defendant Sofair)

35. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 34 above as if the same were fully set forth herein.

36. During all relevant times, Sofair was an investment advisor within the meaning of Section 202(a)(11) of the Advisers Act, 15 U.S.C. § 80b-2(a)(11). Sofair acted as an investment adviser to the aforementioned clients because he rendered advice to them as to the advisability of investing in, purchasing, or selling securities; was in the business of rendering such advice; and was compensated for rendering such advice. Although Sofair did not charge his clients any fees, he nonetheless received compensation for his advice through the misappropriation of client funds.

37. Between at least September 1997 and May 2001, defendant Sofair, knowingly or recklessly, by use of the mails or the means and instrumentalities of interstate commerce, directly or indirectly -

(a) employed devices, schemes and artifices to defraud investment advisory clients and prospective clients; and

(b) engaged in transactions, practices or courses of business which operated as a fraud and deceit upon such clients and prospective clients.

38. By reason of the foregoing, defendant Sofair knowingly or recklessly violated Section 206(1) of the Advisers Act, 15 U.S.C. § 80b-6(1). By reason of the foregoing conduct, he also violated 206(2) of the Advisers Act,15 U.S.C § 80b-6(2).

THIRD CLAIM FOR RELIEF

Violation of Section 206(4) of the Advisers Act
and Rule 206(4)-1(a)(5) thereunder
(Against Defendant Sofair)

39. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 31 above as if the same were fully set forth herein.

40. Between at least September 1997 and May 2001, defendant Sofair, directly and indirectly, engaged in fraudulent, deceptive, or manipulative acts, practices or courses of business within the meaning of Section 206(4) of the Advisers Act, by publishing, circulating, or distributing advertisements that contained untrue statements of material fact, or were otherwise false or misleading.

41. By reason of the foregoing, defendant Sofair violated Section 206(4) of the Advisers Act, 15 U.S.C. § 80b-6(4) and Rule 206(4)-1(a)(5), 17 C.F.R. § 275.206(4)-1(a)(5), thereunder.

FOURTH CLAIM FOR RELIEF

Violation of Section 206(4) of the Advisers Act
and Rule 206(4)-2(a) thereunder
(Against Defendant Sofair)

42. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 31 above as if the same were fully set forth herein.

43. Between at least September 1997 and May 2001, defendant Sofair engaged in fraudulent, deceptive, or manipulative acts, practices or courses of business within the meaning ofSection 206(4) of the Advisers Act: Sofair maintained custody or possession of, and took action with respect to, client funds without abiding by administrative rules promulgated by the Commission regarding custody of client funds by an investment adviser, in violation of Section 206(4) of the Advisers Act and Rule 206(4)-2(a) thereunder.

44. As part of and in furtherance of this conduct, defendant Sofair: (a) failed to segregate client funds; (b) failed to maintain the funds in a bank account that contains only client funds and is maintained in the name of the adviser as agent or trustee for such clients; (c) failed to notify the client of where and how such funds were maintained; (d) failed to send the client an itemized statement at least quarterly showing the funds and transactions in the period; and (e) failed to have the funds verified by an independent public accountant at least once a year.

45. By reason of the foregoing, defendant Sofair violated Section 206(4) of the Advisers Act, 15 U.S.C. § 80b-6(4), and Rule 206(4)-2(a), 17 C.F.R. § 275.206(4)-2(a), thereunder.

FIFTH CLAIM FOR RELIEF

Violation of Section 204 of the Advisers Act
and Rules 204-2(a)(1), (2), (6), (7) and (8) and 204-2(b) thereunder
(Against Defendant Sofair)

46. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 31 above as if the same were fully set forth herein.

47. Between at least September 1997 and May 2001, defendant Sofair, in connection with his business as an investment adviser, made use of the mails or means or instrumentalities of interstate commerce. However, for that same time period, Sofair failed to make and keep for the prescribed periods true, accurate, and current books and records relating to his investment advisory business, in violation of Section 204 of the Advisers Act and Rules 204-2(a) and 204-2(b) thereunder.

48. As part of and in furtherance of this conduct, defendant Sofair failed to make and keep true, accurate and current the following records: (a) cash receipts and disbursements journals; (b) general and auxiliary ledgers reflecting assets, liabilities, capital, income and expense accounts; (c) trial balances; (d) written communications sent by the adviser relating to any advice given or recommendation made; (e) records of all accounts in which the adviser is vested with discretionary authority; (f) separate ledger accounts for each client showing all purchases, sales, receipts and deliveries of securities; and (g) copies of confirmations of all transactions effected in each client's account.

49. By reason of the foregoing, defendant Sofair violated Section 204 of the Advisers Act, 15 U.S.C. § 80b-4, and Rules 204-2(a)(1), (2), (6), (7) and (8) and 204-2(b), 17 C.F.R. §§ 275.204-2(a)(1), 275.204-2(a)(2), 275.204-2(a)(6), 275.204-2(a)(7), 275.204-2(a)(8) and 275.204-2(b), thereunder.

SIXTH CLAIM FOR RELIEF

Violation of Section 207 of the Advisers Act
(Against Defendant Sofair)

50. The Commission realleges and incorporates by reference each and every allegation in Paragraphs 1 through 31 above as if the same were fully set forth herein.

51. Between at least September 1997 and May 2001, defendant Sofair willfully made untrue statements of material facts in registration applications and reports filed with the Commission under Sections 203 and 204 of the Advisers Act, 15 U.S.C. §§ 80b-3 and 80b-4, and willfully omitted to state in such applications and reports material facts which were required to be stated therein.

52. By reason of the foregoing, defendant Sofair willfully violated Section 207 of the Advisers Act, 15 U.S.C. § 80b-7.

WHEREFORE, the Commission respectfully requests that this Court:

I.

Permanently restrain and enjoin defendants Sofair and Landway, and their agents, officers, servants, employees, attorneys, and those persons in active concert or participation with them, directly or indirectly, singly or in concert, from violations of Section 17(a) of the Securities Act, 15 U.S.C. § 77(q)a; Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b); and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder.

II.

Permanently restrain and enjoin defendant Sofair, and his agents, officers, servants, employees, attorneys, and those persons in active concert or participation with them, directly or indirectly, singly or in concert, from violations of Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act, 15 U.S.C. §§ 80b-4, 80b-6 (1), 80b-6 (2), 80b-6 (4) and 80b-7, and Rules 204-2(a)(1), (2), (6), (7) and (8); 204-2(b); 206(4)-1(a)(5); and 206(4)-2(a), 17 C.F.R. §§ 275.204-2(a)(1), (2), (6), (7), and (8); 275.204-2(b); 275.206(4)-1(a)(5); and 275.206(4)-2(a), thereunder.

III.

Order defendants Sofair and Landway to disgorge any and all ill-gotten gains derived from the activities set forth in this Complaint, together with prejudgment interest, in accordance with a plan of disgorgement acceptable to the Court and to the Commission.

IV.

Order defendants Sofair and Landway to pay civil penalties pursuant to Section 20(d) ofthe Securities Act, 15 U.S.C. § 77t(d), Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3), and Section 209(e) of the Advisers Act, 15 U.S.C. § 80b-9(e), in an amount to be determined by the Court.

V.

Order defendants Sofair and Landway each, on an expedited basis, to file with this Court and serve upon the Commission verified written accountings, signed by each under penalty of perjury, of:

a. All assets, liabilities, and property of each currently held, directly or indirectly, by, or for the benefit of each defendant, including but not limited to, bank accounts, brokerage accounts, investments, business interests, loans, lines of credit, and real and personal property wherever situated, describing each asset and liability, and its current location and amount;

b. All money, property, assets, and income received by each defendant, or for their direct or indirect benefit, at any time between January 1, 1997 and the date of the accounting, describing the source, amount, disposition, and current location of each of the items listed;

c. The names and last known addresses of all bailees, debtors, and other persons and entities which are currently holding the assets, funds, or property of each defendant; and

d. To the extent not set forth in subpart b above, all assets, funds, securities, real or personal property received by each defendant, or any other person controlled by them, from parties who provided such to each defendant in connection with the purchase or sale of securities from January 1, 1997 to the date of the accounting, and the disposition of such assets, funds,securities, real or personal property.

VI.

Grant such other and further relief as the Court may deem just and appropriate.

Respectfully submitted,

________________________________ ________________________________
Robert B. Blackburn (RB 1545) Merri Jo Gillette
Local Counsel for Plaintiff Denise D. Colliers
Securities and Exchange Commission John J. Heffernan
Woolworth Building, 13th Floor Counsel for Plaintiff
233 Broadway Securities and Exchange Commission
New York, New York 10279 601 Walnut Street, Suite 1120 East
(646) 428-1610 Philadelphia, Pennsylvania 19106
646) 428-1980 (fax) (215) 597-3100
(215) 597-2740 (fax)

Dated: September 17, 2002


http://www.sec.gov/litigation/complaints/comp17730.htm

Modified: 09/18/2002