U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

RICHARD H. WALKER (RW-0581)
Securities and Exchange Commission
7 World Trade Center, 13th Floor
New York, New York 10048
(212) 748-8214

Counsel for Plaintiff,
Securities and Exchange Commission

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK



UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

Plaintiff,

-against-

U.S. ENVIRONMENTAL, INC., CASTLE SECURITIES CORP., MARK J. D'ONOFRIO, RAMON N. D'ONOFRIO, LOUIS J. SEPE, ERNEST MICCICHE, MARK A. GELLER, MICHAEL T. STUDER, JOHN ROMANO, LESLIE S. ROTH, and DUDLEY MIHRAN FREELAND,

Defendants,

and

MARIA SEPE,

Relief Defendant.


:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
94 Civ. 6608 (PKL)
 
AMENDED COMPLAINT 

Plaintiff, Securities and Exchange Commission ("Commission"), for its Complaint against defendants U.S. Environmental, Inc. ("USE"), Castle Securities Corp. ("Castle"), Mark J. D'Onofrio ("Mark D'Onofrio" or "D'Onofrio"), Ramon N. D'Onofrio ("Ramon D'Onofrio"), Louis J. Sepe ("Sepe"), Ernest Micciche ("Micciche"), Mark A. Geller ("Geller"), Michael T. Studer ("Studer"), John Romano ("Romano"), Leslie S. Roth ("Roth"), and Dudley Mihran Freeland ("Freeland"), alleges as follows:

PRELIMINARY STATEMENT

  1. The Commission's Complaint arises out of a classic stock manipulation. USE, whose common stock was the subject of defendants' scheme, purportedly was a developmental stage environmental services company. Beginning in approximately July 1989 and continuing through at least sometime in 1991, defendants conducted a fraudulent blind pool offering to bring USE public, manipulated USE's stock price upward through fraudulent trading techniques and misrepresentations, and sold out their shares to unsuspecting investors.

  2. Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, Sepe, and Geller conspired to and did conduct a fraudulent blind pool offering and subsequent market manipulation, in violation of various registration and antifraud provisions of the federal securities laws (First Claim for Relief).

  3. Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, and Roth engaged in a scheme designed to enable the D'Onofrio to obtain control of the initial public offering of a blind pool company, which, pursuant to a prearranged but undisclosed agreement, was merged with USE (Second Claim for Relief).

  4. Over a period of a few months, Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, and Romano, through prearranged trades including "wash sales" and "matched orders," manipulated the price of USE shares from $.05 to approximately $5.00 per share (Third Claim For Relief). Subsequently, these defendants and Freeland, who received undisclosed compensation from Mark D'Onofrio, Ramon D'Onofrio, and Richard Kirschbaum ("Kirschbaum") (collectively, the "D'Onofrio group") for retailing USE stock, completed the scheme by selling the manipulated stock to the public for as much as $7.25 per share (Fourth and Sixth Claims for Relief). Defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, and Romano also engaged in an unregistered offering of securities (Fifth Claim for Relief).

  5. From the time of the merger through completion of the scheme, Sepe, Micciche, and USE fueled and furthered the fraudulent scheme by disseminating materially false and misleading information to the public, including in filings with the Commission and in press releases, relating to USE's technology and business prospects (Seventh and Eighth Claims for Relief). Sepe and Micciche also made material misrepresentations and omitted to disclose material facts in connection with the sale and pledging of restricted stock (Ninth Claim for Relief).

  6. Sepe transferred shares of USE, as well as cash and other assets derived from the fraudulent scheme and manipulation relating to USE, to relief defendant Maria Sepe (Tenth Claim for Relief).

  7. Each defendant, directly or indirectly, made use of the means and instrumentalities of interstate commerce, or of the mails, in connection with the acts, practices, and courses of business alleged in this Complaint.

    JURISDICTION

  8. 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), and Section 21(d) of the Exchange Act, 15 U.S.C. § 78u(d), to enjoin and restrain permanently USE, Castle, Mark D'Onofrio, Ramon D'Onofrio, Sepe, Micciche, Studer, Romano, Roth, and Freeland from violating various antifraud, registration, and reporting provisions of the federal securities laws. In addition, the Commission seeks other relief, including, but not limited to, disgorgement, prejudgment interest, a freeze order and an accounting, officer and director bars and, with respect to illegal conduct occurring after October 15, 1990, penalties pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 21(d) of the Exchange Act, 15 U.S.C. § 78u(d).

  9. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act, 15 U.S.C. § 77v(a), and Sections 21(e) and 27 of the Exchange Act, 15 U.S.C. §§ 78u(e), 78aa.

    DESCRIPTION OF DEFENDANTS

  10. U.S. Environmental, Inc. is a Delaware corporation with its current principal place of business in King of Prussia, Pennsylvania. USE became a public corporation on August 28, 1989, through its merger with Windfall Capital Corporation ("Windfall"). USE's shares are registered with the Commission pursuant to Section 12(g) of the Exchange Act, 15 U.S.C. § 78l(g), and its securities are quoted in the pink sheets. USE purports to be an environmental services company.

  11. Castle Securities Corp., of Freeport, New York, is a New York corporation, and is a wholly owned subsidiary of Castle Holdings, Inc., a public corporation of which Studer owns approximately 33%. Castle has been a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act, 15 U.S.C. § 78o(b), since December 5, 1984, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). Castle's business consists principally of retail securities brokerage, underwriting, and market making activities.

  12. Mark J. D'Onofrio, 35, is a stock promoter residing in Huntington Beach, California.

  13. Ramon N. D'Onofrio, 64, is a stock promoter residing in Anaheim Hills, California.

  14. Louis J. Sepe, 64, of Moorestown, New Jersey, was at all times relevant to this Complaint the Chairman of the Board, President, Chief Executive Officer, and a director of USE.

  15. By virtue of his positions as an officer and a director of USE, Sepe possessed, directly or indirectly, the power to direct or control, or cause the direction or control of, the management and policies of USE. By reason of the foregoing, at all times relevant to this Complaint, Sepe was a controlling person of USE pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).

  16. Ernest Micciche, 34, of Wenonah, New Jersey, was at all times relevant to this Complaint the Treasurer, Secretary, Chief Financial Officer, and a director of USE. On or about November 4, 1992, Micciche filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the District of New Jersey (In Re: Ernest Micciche a/k/a/dba: ESP Inc., 9-215390). On information and belief, that bankruptcy is pending.

  17. By virtue of his positions as an officer and a director of USE, Micciche possessed, directly or indirectly, the power to direct or control, or cause the direction or control of, the management and policies of USE. By reason of the foregoing, at all times relevant to this Complaint, Micciche was a controlling person of USE pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).

  18. Mark A. Geller ("Geller"), 45, an attorney by training, is a stock promoter, and a management and financial consultant residing in Pacific Palisades, California.

  19. Michael T. Studer, 44, of Massapequa, New York, has served as President, Treasurer, and a director of Castle since its inception, and owns approximately 33% of Castle's parent. Studer is also a certified public accountant and sole owner of Michael T. Studer, C.P.A., P.C., a public accounting firm ("Studer C.P.A.").

  20. By virtue of his ownership interest in Castle's parent, and his positions as an officer and a director of Castle, Studer possessed, directly or indirectly, the power to direct or control, or cause the direction or control of, the management and policies of Castle. By reason of the foregoing, at all times relevant to this Complaint, Studer was a controlling person of Castle pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).

  21. John Romano, 33, of Holbrook, New York, at all times relevant to this Complaint was a trader and registered representative at Castle.

  22. Leslie S. Roth, 37, of East Meadow, New York, at all times relevant to this Complaint was an accountant employed by Studer C.P.A.

  23. Dudley Mihran Freeland, 30, of Lakewood, California, at all times relevant to this Complaint was a Vice President and 25% shareholder of H.K. Freeland and Company, Inc. ("Freeland Co."), a Long Beach, California broker-dealer.

  24. By virtue of his ownership interest and position as a principal of Freeland Co., Freeland possessed, directly or indirectly, the power to direct or control, or cause the direction or control of, the management and policies of Freeland Co. By reason of the foregoing, at all times relevant to this Complaint, Freeland was a controlling person of Freeland Co. pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).

    DESCRIPTION OF RELIEF DEFENDANT

  25. Maria Sepe, of Moorestown, New Jersey, is Sepe's wife.

    DESCRIPTION OF RELATED PARTIES

  26. Richard Kirschbaum, who died in July 1994 at the age of 57, was a stock promoter residing in Los Angeles, California, and a longtime associate of Ramon D'Onofrio. Kirschbaum, Mark D'Onofrio, and Ramon D'Onofrio (the D'Onofrio group) participated together in the manipulation of USE.

  27. Hovhanness K. Freeland, a/k/a "John Freeland", of Lakewood, California, is Mihran Freeland's twin brother, and was President of Freeland Co. On November 26, 1991, John Freeland was permanently enjoined, on consent, from violating the antifraud and certain other provisions of the federal securities laws. SEC v. H.K. Freeland and Company, Inc., and Hovhanness K. Freeland, a/k/a John Freeland, 91 Civ. 7986 (CSH) (U.S.D.C., S.D.N.Y.) (filed Nov. 26, 1991). Freeland also consented to a permanent administrative bar, which was entered on January 30, 1992. In re Hovhanness K. Freeland, Admin. Proc. File No. 3-7654. On March 18, 1993, Freeland pleaded guilty to two counts of securities fraud in connection with his conduct related to USE, and awaits sentencing. United States v. Hovhanness K. Freeland, a/k/a "John Freeland", 93 Cr. 160 (RPP) (Information filed March 18, 1993).

  28. H.K. Freeland and Company, Inc., formerly of Long Beach, California, was a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act, 15 U.S.C. § 78o(b), from January 6, 1989 until its registration was revoked, on consent, on January 30, 1992. In re H.K. Freeland & Co., Inc., Admin. Proc. File No. 3-7653. On November 26, 1991, Freeland Co., on consent, was permanently enjoined from violating the antifraud and certain other provisions of the federal securities laws, and a receiver was appointed to wind down Freeland Co.'s affairs. SEC v. H.K. Freeland and Company, Inc., and Hovhanness K. Freeland, a/k/a John Freeland, 91 Civ. 7986 (CSH) (U.S.D.C., S.D.N.Y.) (filed Nov. 26, 1991).

  29. George R. Hebert ("Hebert"), 51, of Freeport, New York, was at all times relevant to this Complaint Secretary and a director of Castle, and owns approximately 33% of the shares of Castle's parent. Hebert was also an initial director of Windfall.

  30. Paula S. Morelli ("Morelli"), 38, of Baldwin, New York, was at all times relevant to this Complaint an accountant employed by Studer C.P.A.

    BACKGROUND

    The Formation Of Windfall And USE

  31. Windfall was incorporated in Delaware in or about February 1988. It was a shell corporation organized by Studer and Kirschbaum, and had no business or revenue. The eleven initial Windfall shareholders consisted of Roth, Morelli, Windfall's attorney, and employees, relatives, and close friends of Studer and Hebert, as well as one corporation, which was controlled by the D'Onofrio group. The initial Windfall shareholders received restricted stock.

  32. U.S. Environmental, Inc. was incorporated as a private company in Delaware in or about March 1988. It purported to be an environmental services company and had no operating revenue. Prior to the merger with Windfall, the majority of USE's shares was owned by Sepe's relatives and friends, and its directors were Sepe, Maria Sepe, and Sepe's sister.

    The Windfall Offering And Merger With USE As Disclosed In Filings With The Commission

  33. On or about December 5, 1988, Windfall filed a registration statement on Form S-18 with the Commission ("Windfall Form S-18"), seeking to register one million units, each to be sold at $.05 (the "Offering"). Each unit of the Offering consisted of one share of common stock and five warrants. For a twenty-four month period following the effective date of the Windfall Form S-18, each warrant could be exchanged for one share of common stock at a price of $.10.

  34. The Commission declared Windfall's registration effective on or about February 10, 1989, and the Offering closed on or about August 17, 1989.

  35. The Windfall Form S-18 stated that Roth was Windfall's President and Chairwoman of the Board, and that Morelli served as Secretary-Treasurer and a director. Roth and Morelli signed the Windfall Form S-18 as officers and directors of Windfall.

  36. The Windfall Form S-18 described Roth and Morelli as self-employed public accountants, and stated that neither Roth nor Morelli had received, or would receive for a period of one year after the Offering closed, remuneration for her services or reimbursement of expenses relating to Windfall.

  37. The Windfall Form S-18 stated that "[t]he [Offering] is a 'blind pool' in that neither [Windfall's] business nor its use of proceeds of this offering has been specified." The Windfall Form S-18 further stated that Windfall "[h]ad not identified any specific business or assets which it intend[ed] to acquire," had "received no commitments . . . regarding the purchase or availability of any subsidiary business or for any of its proposed operations . . .," and had not identified the individuals who ultimately would manage Windfall.

  38. The Windfall Form S-18 also stated that the units to be registered would be offered and sold to the public by Windfall rather than by a broker-dealer acting as underwriter, thereby describing a "self-underwriting."

  39. The Windfall Form S-18 did not identify Studer or Mark D'Onofrio as promoters respecting the Offering.

  40. On or about August 28, 1989, within two weeks after the closing of the Offering, Windfall merged with privately held U.S. Environmental, Inc.

  41. Pursuant to the terms of the merger, Windfall acquired all of the outstanding stock of privately held U.S. Environmental, Inc., which became a wholly-owned subsidiary of Windfall. In addition, Windfall changed its name to USE. As a result of the merger, Sepe and Micciche, in their capacities as officers and directors of USE, controlled the newly merged company.

    MISREPRESENTATIONS AND OMISSIONS RELATED TO THE OFFERING AND MERGER

  42. As described in more detail below, the statements and omissions described in paragraphs 36 through 39, above, were materially false and misleading.

    Studer Was An Undisclosed Promoter

  43. Although the Windfall Form S-18 did not identify Studer as a promoter, Studer controlled the formation of the Windfall blind pool.

  44. Studer recruited, retained, and set the fees for Windfall's accountant and counsel, and, directly and indirectly, instructed them as to their responsibilities and answered their questions relating to the preparation of the Windfall Form S-18.

  45. Studer recruited and retained Roth and Morelli to serve as nominal officers and directors of Windfall, and controlled them. Both Roth and Morelli received compensation from Studer C.P.A. for the time they spent on the Offering.

  46. Roth knew or recklessly disregarded that the Form S-18 failed to disclose Studer's and Castle's roles in connection with the Offering and that Roth and Morelli were compensated for the time they spent on, and reimbursed for expenses relating to, the Offering.

  47. When Windfall was incorporated and before Windfall became a public company, Windfall's initial shares were issued to individuals and a corporation with pre-existing personal and business relationships with Studer and Castle. Studer personally recruited some of these individuals to invest in Windfall.

  48. As set forth more fully below, a portion of the Offering was placed with persons directly or indirectly related to Studer and Castle, and Studer, directly and indirectly, solicited at least some of those persons to invest in the Offering.

    The Merger Was Prearranged And The Offering Was Controlled

  49. Contrary to the statement in the Form S-18 alleged in paragraph 37, above, by the time of the closing on or about August 17, 1989, the Offering was not a "blind pool." Instead, certain defendants had secretly conspired and agreed to merge Windfall and U.S. Environmental, Inc.

  50. In or about July 1989, Geller arranged and attended a meeting (the "First Geller Meeting") with Mark D'Onofrio, Ramon D'Onofrio, Kirschbaum, Sepe, and another individual, who at the time was a director of then privately held U.S. Environmental, Inc. The meeting was held at the D'Onofrio group's offices.

  51. At the First Geller Meeting, the attendees discussed the prospect of merging U.S. Environmental, Inc. with a public blind pool company. During the meeting, Mark D'Onofrio offered to arrange a merger between U.S. Environmental, Inc. and Windfall. Sepe expressed a desire that the stock of the merged company trade at a price in excess of one dollar.

  52. Within several days of the First Geller Meeting, Sepe agreed to the merger with Windfall.

  53. After the merger was arranged, the D'Onofrio group, Castle, Studer, Sepe, and Geller agreed that they, directly or indirectly through nominees, would subscribe to the entire one million units of the Offering.

  54. Pursuant to this agreement, the Windfall/USE stock was to be purchased as follows:

    Holder Percentages of
    Registered Shares

     
    D'Onofrio Group 47.4%
    Geller 18
    Sepe nominees 30
    Castle/Studer nominees 4.6
    ______
      100%

  55. The D'Onofrio group subscribed to or controlled directly 474,000 units. The D'Onofrio group used five corporations it controlled, as well as two individuals who acted as nominees, to acquire 47.4% of the Offering.

  56. Sepe nominees and Geller subscribed to 480,000 units (48%). Sepe's sister and sister-in-law, acting under Sepe's control, each acquired 150,000 units. Geller subscribed to 100,000 units, while 80,000 units were placed in the name of Geller's wife, who is also Sepe's niece.

  57. Castle's and Studer's employees, relatives, friends, and customers, acting at Castle's and Studer's direction, subscribed to the remaining 46,000 units of the Offering (4.6%). These nominees included Roth's father and Studer's secretary.

  58. The D'Onofrio group, Castle, Studer, Sepe, and Geller concealed their involvement in the merger and control of the Offering, by, among other things, using nominees as well as false addresses with respect to over 75% of the units subscribed to in the Offering.

  59. Prior to the closing of the Offering, Sepe, Geller, the D'Onofrio group, Castle, and Studer agreed that the 52.6% of the one million registered shares not subscribed to by the D'Onofrio group nominees would be subject to an "unwritten call option" exercisable by the D'Onofrio group. That is, Castle and Studer agreed to make the 4.6% of the shares subscribed to by their nominees available to the D'Onofrio group shortly after "after market" trading commenced. Similarly, Sepe and Geller agreed to withhold from the market the 48% of the shares to which they had subscribed, and to make their shares available to the D'Onofrio group, at a price to be agreed upon, whenever the D'Onofrio group "called," or asked for, those shares.

  60. The purpose of the unwritten, undisclosed call option was to give the D'Onofrio group indirect control over the shares it did not control directly, thus enabling the D'Onofrio group to dominate and control trading in USE stock in the aftermarket.

    MISREPRESENTATIONS RELATING TO USE

  61. From in or about September 1989 through at least in or about January 1991, Sepe, Micciche, and others acting under their direction caused USE to make false and misleading statements in filings with the Commission, press releases, and other documents disseminated to the public. These false and misleading statements related to the status of USE's technology and business prospects during a period of time in which USE did not engage in operations or any revenue-producing activities.

  62. In filings with the Commission, including the Form 10-K for the years ending September 30, 1989 and September 30, 1990, USE falsely represented that it possessed a world-wide license to a cost-effective process that detoxified hazardous waste (the "Process"), and produced a by-product that could be sold as road bed filler, shore erosion blocks, and insulation. USE also misrepresented that USE was on the verge of entering into at least two multimillion dollar contracts utilizing the Process. Micciche prepared, and, on information and belief, Sepe prepared or reviewed, the aforementioned filings, and both Sepe and Micciche signed the filings.

  63. At all times relevant to this Complaint, USE's claims that the Process was able to detoxify hazardous and toxic waste were unsubstantiated, because, among other things, no tests of the Process utilizing hazardous or toxic waste had been performed.

  64. USE, Sepe, and Micciche had no reasonable basis to claim that the Process was cost-effective, or that the by-product of the Process, mineral wool, was marketable. Among other things, financial projections prepared by USE to substantiate its claim that the Process was cost-effective were based on inconsistent and unrealistic assumptions. For example, the revenue estimates were based on the assumption that the plant would operate 24 hours per day, whereas the cost estimates were based on 8-hour daily operations. Moreover, USE, Sepe, and Micciche knew, or were reckless in not knowing, that in prior tests, the Process could not be made to operate continuously.

  65. In a news release dated on or about January 25, 1990, USE's Form 10-Q for the quarter ending March 31, 1990, its Form 10-K for the year ending September 30, 1990, and a Private Placement Memorandum dated on or about September 25, 1990, USE stated that a "Letter of Intent" had been signed with a company called Waste Technologies Corp. ("Waste Tech") for the construction of a 50 ton per day asbestos processing plant. USE represented further that contractual agreements were being negotiated "on a timely basis" with Waste Tech, and that Bechtel Group, Inc. ("Bechtel") had agreed to serve as the engineering and construction contractor. Sepe and Micciche prepared, directed the preparation of, or reviewed the aforementioned documents, and both Sepe and Micciche signed the aforementioned filings.

  66. In actuality, Bechtel Group had not agreed to serve as the engineering and construction contractor, and notified USE in writing in or about May 1990 that Bechtel would not act as engineering or construction contractor for any project in which USE was involved.

  67. While USE purportedly entered into a Letter of Intent with Waste Tech in or about early 1990, contractual agreements were not being negotiated, because conditions precedent to the negotiation and execution of the contracts set by Waste Tech were never satisfied. These conditions precedent included finding a large and established company in the hazardous waste industry willing to guarantee the Process, and securing a supplier of asbestos capable of providing an amount of waste for processing sufficient to make the plant profitable.

  68. In a news release dated in or about July 10, 1990 and in a Private Placement Memorandum dated on or about September 25, 1990, USE represented that it had entered into a "joint venture" with a group of environmental experts. USE represented further that the "joint venture" had been granted a "sublicense," and that construction of a facility to convert and detoxify chromate and other types of hazardous waste derived from garbage would begin within a year. On information and belief, Sepe and Micciche prepared, or directed the preparation of, the aforementioned documents.

  69. As of the date of the news release, however, the "joint venture" did not exist. In addition, the news release omitted to state that it would take three to five years to obtain the necessary permits, and that construction of the facility could not begin before the permits were obtained.

  70. USE's Form 10-K for the year ending September 30, 1990, which was filed on or about January 17, 1991, described the "joint venture" as an ongoing project. In fact, the group of experts had already terminated its relationship with USE. Micciche prepared, and, on information and belief, Sepe prepared or reviewed, the aforementioned filings, and both Sepe and Micciche signed the filings.

  71. In its Form 8-K dated May 31, 1990, and Forms 10-Q and 10-K for the periods between June 30, 1990 and June 30, 1991, USE stated that it had purchased a 50% interest in a pilot plant, located in Niagara Falls, New York, utilizing the Process, from Geotech Development Corporation ("Geotech"). The acquisition was paid for with 200,000 restricted shares of USE valued at $5 per share, and the pilot plant was recorded as a $1 million asset on USE's balance sheet. Micciche prepared, and, on information and belief, Sepe prepared or reviewed, the aforementioned filings, and both Sepe and Micciche signed the filings.

  72. In fact, USE, Sepe, and Micciche knew, or were reckless in not knowing, that Geotech, the seller of the 50% interest, had relinquished its rights to the pilot plant prior to entering into the agreement with USE.

    MANIPULATION OF THE MARKET FOR USE'S STOCK

    The D'Onofrio Group, Castle, Studer, Romano, Sepe, and Geller Manipulated The Price Of USE's Stock Up To $5.50

    The First Trades

  73. Trading in the "after market" in USE stock began on or about September 8, 1989. Pursuant to the unwritten call option, discussed at paragraphs 59 through 60, above, Castle and Studer immediately began instructing the Castle nominees who had subscribed to 46,000 units to sell. Romano bought the shares from these Castle customers into Castle's trading account. At D'Onofrio's direction, Romano then sold the shares to accounts controlled by the D'Onofrio group. These sales were effected for the purpose of creating the appearance of an actual market for trading USE shares.

  74. However, as the price of USE began to increase, Romano advised D'Onofrio that some of the "Castle customers" refused to sell. D'Onofrio complained to Romano that some of the Castle customers were not selling as had been arranged. Romano advised Studer or Hebert, or both, of D'Onofrio's complaint. Eventually, the remaining Castle customers sold their shares back to Castle. At D'Onofrio's direction, Romano sold these shares out of Castle's trading account at a profit. Therefore, Romano knew, or was reckless in not knowing, that the Offering was rigged and that the sale of stock by the Castle customers had been prearranged between D'Onofrio and Castle/Studer.

    USE's Stock Price Is Manipulated To $5.50

  75. At or about the time the Offering closed, the D'Onofrio group, Castle, Studer, Sepe, and Geller agreed that Castle would act as a market maker in USE securities.

  76. In return for Castle's acting as a market maker, Mark D'Onofrio agreed to protect Castle from market risk by buying out any "long" position and covering any "short" position -- both at a profit to Castle -- that Castle would accumulate as a result of its market making activities. This arrangement would enable Castle to generate trading profits without running the risks normally assumed by a market maker.

  77. Studer advised Castle's trader, Romano, that Castle would make a market in USE. Around the time the Offering closed, Studer introduced Mark D'Onofrio to Romano. Studer told D'Onofrio to deal directly with Romano to conduct trading in USE.

  78. At or shortly after Romano was introduced to D'Onofrio, Romano agreed to advise D'Onofrio continuously as Castle received buy and sell orders for USE shares during each trading day. Romano agreed to execute trades as directed by D'Onofrio, and Romano also agreed to move, or adjust, the price Castle quoted for USE shares at D'Onofrio's direction. In return, D'Onofrio assured Romano that Castle would receive a profit on the transactions D'Onofrio directed. Therefore, Romano knew, or was reckless in not knowing, of the arrangement described in paragraphs 75 through 76, above, and that the price of USE securities was being manipulated, rather than determined by independent market forces.

  79. In accordance with the above-described agreement, Romano in fact notified D'Onofrio as Castle received orders for USE shares. D'Onofrio then dictated the prices and directed Romano to buy or sell shares from specific accounts controlled by the D'Onofrio group or nominees of the D'Onofrio group, or to deal with other market makers. As prearranged with Castle, Studer, and Romano, D'Onofrio sold stock to Romano at a price that was lower than the price at which Romano sold the stock to the "buyer," and D'Onofrio bought stock from Romano at a price that was higher than the price at which Romano bought the stock from the "seller." Under this arrangement, Castle, Studer, and Romano profited from the manipulation of USE securities on a risk-free basis.

  80. In many instances, Romano would complete transactions directed by D'Onofrio by obtaining stock from, or selling stock to, D'Onofrio's retail accounts at Castle. However, Romano sometimes obtained stock to fill Castle's positions from buy or sell orders received from other broker-dealers that D'Onofrio directed to Romano, and where the D'Onofrio group, or nominees of the D'Onofrio group, maintained brokerage accounts.

  81. On a significant number of trading days between in or about September and December 1989, the D'Onofrio group engaged in manipulative devices that had the effect of transferring shares from one D'Onofrio group controlled account to another D'Onofrio group controlled account at successively higher prices, as well as giving the false appearance of demand for USE shares. These manipulative devices, which included prearranged simultaneous "buy" and "sell" orders, are referred to as "wash sales" and "matched orders."

  82. Throughout this period, D'Onofrio notified Romano in advance of D'Onofrio's simultaneous "buy" and "sell" orders that Castle would be receiving.

  83. An example of the prearranged trading that dominated the market for USE stock is as follows:

    1. D'Onofrio would direct a buy order from one of the Canadian brokerage accounts controlled by the D'Onofrio group to a market maker other than Castle;

    2. D'Onofrio would arrange in advance that the other market maker would contact Romano at Castle to buy the same number of shares;

    3. D'Onofrio would alert Romano that the other market maker would be calling Romano for stock;

    4. D'Onofrio, specifying number of shares and price, would instruct Romano to sell shares of USE to the other market maker; and

    5. D'Onofrio would supply Castle with the specified number of shares at a discount, enabling Romano to complete the transaction at a price at which both Castle and the other market maker received a risk-free profit on the transaction, as had been prearranged with Castle, Studer, and Romano.

  84. The trading of USE shares in October 1989 illustrates the manipulative conduct in which the D'Onofrio group, Castle, Studer, and Romano intentionally engaged continuously between September 1989 and December 1989. Retail interest in USE stock was modest during this month, consisting of purchases of approximately 5,000 shares and sales of approximately 7,000 shares. In contrast, the D'Onofrio group purchased approximately 38,000 shares and sold approximately 36,000 shares during that month.

  85. The "wash sales" and "matched orders" detailed below, which occurred on October 3 and 4, 1989, exemplify the manipulative trading in which the D'Onofrio group, Castle, Studer, and Romano engaged:

    Trade Date October 3, 1989

    #Shs
    Buyer
    Price
    Seller
    1,000 Castle (trdng acct) 3.1250 Pacific (D'Onofrio)
    1,000 Frankel (trdng acct) 3.5000 Castle (trdng acct)
    1,000 Pru-Bache (D'Onofrio) 3.6250 Frankel (trdng acct)

    On October 3, 1989, the D'Onofrio group, through an account at Pacific International (a Canadian broker-dealer), sold 1,000 shares at $3.125 to Castle's trading account. Castle in turn sold 1,000 shares to another market maker, Frankel & Co., at $3.50. The D'Onofrio group, through an account at Pru-Bache Canada, repurchased the 1000 shares from Frankel at $3.625. At the conclusion of this series of transactions, the D'Onofrio group's USE holdings remained unchanged, but the price of USE had risen to $3.625 from its highest price on the previous trading day of $3.50.

    Trade Date October 4, 1989

    #Shs
    Buyer
    Price
    Seller
    2,000 Castle (trdng acct) 3.5000 Yorkton (D'Onofrio)
    1,000 Castle (trdng acct) 3.5000 Pacific (D'Onofrio)
    3,000 Frankel (trdng acct) 3.6875 Castle (trdng acct)
    3,000 Pru-Bache (D'Onofrio) 3.7500 Frankel (trdng acct)

    On October 4, the D'Onofrio group, through accounts at two Canadian broker-dealers (Yorkton Continental and Pacific International), sold a total of 3,000 shares to Castle Securities' trading account. Castle sold 3,000 shares to Frankel & Co., and the D'Onofrio group bought the 3,000 shares back from Frankel & Co. through an account at Pru-Bache Canada. The D'Onofrio group purchase was executed at $3.75, a higher price than the previous day's high.

  86. In order to effect the "wash sales" and "matched orders," the D'Onofrio group utilized approximately 43 brokerage accounts it controlled in several brokerage firms located in Canada, as well as approximately 3 accounts maintained at Castle. Most of these accounts were in the names of nominees.

  87. Between in or about September and December 1989, the D'Onofrio group accounted for the overwhelming majority of trading in USE. Castle, Studer, and Romano knowingly or recklessly participated in a majority of these directed trades as a market maker, and benefitted by receiving risk-free profits.

  88. Consequently, Romano knew, or was reckless in not knowing, that the D'Onofrio group controlled the overwhelming majority of trades in USE during this period of time. Romano also knew, or was reckless in not knowing, that the directed and controlled trading in which he was a participant had no economic purpose other than to increase the price of USE shares.

    The Unwritten Call Option

  89. The D'Onofrio group, Sepe, and Geller also agreed that the exercise price for the D'Onofrio group's call on the shares controlled by Sepe and Geller would be set when the D'Onofrio group exercised the call. It was agreed further that the exercise price would be at a substantial discount from market price, but still amount to a profit for Sepe and Geller.

  90. Between in or about September and December 1989, Sepe's nominees and Geller, pursuant to the unwritten call option with the D'Onofrio group, withheld from the marketplace the 48% of the shares acquired through the Offering.

  91. To further the D'Onofrio group's domination and control of USE securities, the D'Onofrio group and Geller held, and Sepe, Studer, and Castle caused their nominees to hold, virtually all of the warrants, which constituted part of the units in the Offering, for a period of several months. Eventually, on or about May 15, 1990, these warrants, which were exercisable at $.10 per share, were "donated" back to USE in return for restricted stock at a time when freely tradable USE stock was trading as high as $6.50 per share.

  92. In or about September 1989, after the price of USE had risen to almost $3.00, Romano reported that there were some sizable sell orders to D'Onofrio, who directed Romano to determine the identity of the seller. Romano ascertained that the seller was an acquaintance of Geller's and had purchased at least 27,000 shares of USE. At D'Onofrio's insistence, Geller interceded and structured the individual's sales of USE over several months. Geller arranged to have the individual's profits from the resale of USE shares reinvested in another stock that was being promoted by Mark D'Onofrio.

  93. In furtherance of the manipulation, USE, Sepe, and Micciche issued false and misleading statements respecting the status of USE's technology and business prospects, as more fully described in paragraphs 61 through 72, above.

  94. As a result of the manipulative acts and practices of the D'Onofrio group, Castle, Studer, Romano, Sepe, and Geller, by late 1989, the price of USE common stock was manipulated to an artificial price of $5.50.

    The D'Onofrio Group Fraudulently Sold USE Stock To Public Investors At Manipulated Prices

  95. Beginning in or about January 1990, the D'Onofrio group began selling its holdings in USE stock to the public in an unregistered offering and at manipulated prices. The stock was sold to the public primarily through two broker-dealers, Freeland Co. and Boucher, Oehmke & Co. ("Boucher Oehmke"), a defunct broker-dealer that was expelled from membership in the NASD on or about August 23, 1991.

  96. The principal device the D'Onofrio group utilized to enlist these two broker-dealers to retail USE securities was the payment of undisclosed compensation in the form of cash, or discounted stock.

  97. Between in or about January 1990 and September 1990, over 300 Freeland Co. customers purchased more than 200,000 shares of USE stock at prices ranging from approximately $4.25 to $7.25 per share.

  98. Freeland Co.'s customers paid over $1.25 million for USE shares. Gross profits to Freeland Co. during this period, as a result of transactions in USE shares, amounted to approximately $272,000.

  99. The D'Onofrio group directed Freeland Co. to obtain USE shares from Castle and other brokerage firms where the D'Onofrio group maintained accounts.

  100. For example, D'Onofrio would direct Freeland Co. to Castle to buy shares. Freeland Co. would speak with Romano who, with Studer's permission, sold shares to Freeland Co. at prices dictated by D'Onofrio. Romano, as prearranged, earned risk-free profits for Castle by obtaining the shares from D'Onofrio at a price lower than that at which Romano was selling the shares to Freeland Co.

  101. During this period of time, the D'Onofrio group paid approximately $230,000 in undisclosed compensation to Mihran and John Freeland for retailing the USE shares to Freeland Co.'s customers. Mihran Freeland was aware of and participated actively in this arrangement.

  102. The D'Onofrio group payments included checks and wire transfers to bank accounts controlled by Mihran Freeland.

  103. Many of the payments to Freeland for retailing the stock were made through schemes designed to conceal the payments' true purpose. Some payments were funneled to the bank account of a company set up by Mihran and John Freeland as a subterfuge for receiving payments from the D'Onofrio group.

  104. Subsequently, Mark D'Onofrio and John Freeland prepared and executed a fictitious loan document that purported to record the undisclosed compensation as a loan.

  105. At no time during this period did Mihran and John Freeland, or the brokers working at Freeland Co. under the direction of Mihran and John Freeland, disclose the existence of the undisclosed payments to Freeland Co.'s customers.

  106. Between in or about February and September 1990, Boucher Oehmke retailed approximately 105,000 shares of USE, at prices ranging from approximately $4.00 to $6.40 per share, for a total of over $555,000.

  107. Most of these shares were sold to Boucher Oehmke's retail customers, and the principal source of these shares was the D'Onofrio group.

  108. The D'Onofrio group induced Boucher Oehmke to retail USE stock by selling Boucher Oehmke stock at prices substantially discounted from market price. Of the approximately 105,000 shares Boucher Oehmke sold to its customers, approximately 90% of those shares were obtained from the D'Onofrio group at prices substantially below the prevailing market price.

  109. Between in or about June and early July 1990, Castle sold approximately 15,000 shares of USE to retail customers at $6.00 per share. Castle obtained these shares from the D'Onofrio group at prices ranging from $4.00 to $5.25 per share.

  110. Castle's market making and retail activity between in or about September 1989 and August 1990 totaled well over 1,000,000 shares of USE stock at a profit of approximately $175,000.

  111. During 1990, in order to obtain a supply of USE stock that brokerage firms could retail, the D'Onofrio group exercised the call option to which Sepe and Geller had previously agreed.

  112. With one exception, Sepe and Geller complied. In the latter part of 1990, after receiving a Commission subpoena, Sepe refused to turn over a block of 150,000 shares that the D'Onofrio group had called.

  113. In connection with the offer and sale of USE stock at manipulated prices, Freeland Co. and, on information and belief, Boucher Oehmke knowingly or recklessly communicated to their customers the false and misleading statements contained in press releases, USE's filings, and other documents respecting the status of USE's technology and business prospects, as more fully described in paragraphs 61 through 72, above.

    Transactions Relating To Restricted Stock

  114. In or about mid 1990, Micciche sold 25,000 shares of restricted stock to an individual who resided in Palm Springs, California ("Palm Springs investor") at a purchase price of $1.50 per share.

  115. In or about mid 1990, defendant Sepe sold 225,000 shares of USE restricted stock, and paid $50,000 in cash, to the Palm Springs investor in return for title to a house in or near Palm Springs, California reported to be valued at nearly $500,000 ("Palm Springs home"). Although Sepe negotiated and directed all aspects of the purchase, he arranged for title to the Palm Springs home to be issued in the name of his wife, Maria Sepe.

  116. Prior to entering into the transactions described in paragraphs 114 through 115, above, Micciche and Sepe made material misrepresentations and omitted to disclose to the Palm Springs investor material facts concerning the Process and USE, as more fully described at paragraphs 61 through 72, above, and materially misstated the value of, respectively, the 25,000 and 225,000 shares.

  117. Micciche did not disclose to the Palm Springs investor that the 25,000 shares were restricted rather than freely tradable.

  118. At the time Sepe went to contract respecting the Palm Springs home, Sepe did not disclose to the Palm Springs investor that the 225,000 shares were restricted rather than freely tradable. Prior to the closing date, the Palm Springs investor learned that the shares were restricted and objected to their receipt. To induce the Palm Springs investor to go through with the sale of the Palm Springs home, Sepe knowingly or recklessly misrepresented that, after the closing, Sepe would repurchase the 225,000 restricted shares at a price of $1.50, when he did not intend to do so.

  119. In or about April 1990, Sepe pledged 225,000 restricted shares of USE in order to obtain a $250,000 line of credit from a bank. Sepe knowingly or recklessly made material misrepresentations and omitted to disclose material facts concerning the Process and USE, as more fully described in paragraphs 61 through 72, above, materially misstated the value of the 225,000 shares, and materially misrepresented his intended use of the loan proceeds. Sepe represented to the bank that he intended to use the loan for working capital for USE. To the contrary, Sepe misappropriated at least part of the loan proceeds for personal expenses. In addition, Sepe transferred at least some of the proceeds of the loan to Maria Sepe.

  120. In or about September 1990 and February 1991, Micciche pledged at least 223,300 restricted shares of USE in order to obtain loans totalling $125,000. Micciche knowingly or recklessly made material misrepresentations and omitted to disclose material facts concerning the Process and USE, as more fully described in paragraphs 61 through 72, above, and materially misstated the value of the pledged shares.

  121. After the Windfall/USE merger, in addition to the transactions discussed above, Sepe and Micciche, directly and indirectly, sold additional shares of USE restricted stock. On information and belief, in connection with these sales, Sepe and Micciche knowingly or recklessly made material misrepresentations and omitted to disclose material facts concerning the Process and USE, as more fully described in paragraphs 61 through 72, above, and materially misstated the value of these shares.

    Defendants Mark D'Onofrio, Sepe, And Micciche, And Geller Agree To Conceal Their Fraudulent Conduct

  122. In or about November 1990, after, among other things, Sepe, Micciche, and Geller received Commission subpoenas, Geller arranged a meeting in Palm Springs, California, which was attended by Mark D'Onofrio, Geller, Sepe, and Micciche ("the Second Geller Meeting"). The purpose of the Second Geller Meeting was to develop a plausible story concerning USE that would conceal defendants' conduct and obstruct the Commission's investigation.

  123. Among the fabrications agreed upon at the Second Geller Meeting were that the Offering closed before the merger was planned, and that Sepe's relatives subscribed to the Offering not because they were acting as Sepe's nominees, but because Mark D'Onofrio was soliciting subscribers and was referred to Sepe's relatives by Geller.

  124. Sepe, Micciche, and Geller, in response to Commission subpoenas, testified at least in part consistently with the story contrived at the Second Geller Meeting.

    Defendants Profited From Their Fraudulent Scheme

  125. As a result of the conduct alleged in this Complaint, defendants Mark D'Onofrio and Ramon D'Onofrio have been unjustly enriched in the amount of at least approximately $940,374.52.

  126. As a result of the conduct alleged in this Complaint, defendant Castle has been unjustly enriched in the amount of at least approximately $175,000.

  127. As a result of the conduct alleged in this Complaint, defendant Sepe has been unjustly enriched in the amount of at least approximately $450,000.

  128. As a result of the conduct alleged in this Complaint, defendant Micciche has been unjustly enriched in the amount of at least approximately $162,500.

  129. As a result of the conduct alleged in this Complaint, defendants Studer, Romano, Roth, and Freeland have been unjustly enriched in amounts to be determined at trial.

    CAUSES OF ACTION

    FIRST CLAIM FOR RELIEF

    Civil Conspiracy To Violate Sections 5(a) And (c) And 17(a) Of The Securities Act, 15 U.S.C. §§ 77e(a), (c), 77q(a), And Section 10(b) Of The Exchange Act, 15 U.S.C. § 78j(b), And Rules 10b-5 And 10b-6 Thereunder, 17 C.F.R. §§ 240.10b-5, 240.10b-6 (Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, Sepe, And Geller).

  130. The Commission repeats and realleges the allegations contained in paragraphs 1 through 129 of the Complaint as if set forth herein at length.

  131. From in or about early 1989 through at least early 1991, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, Sepe, and Geller, along with Kirschbaum, conspired to offer and sell securities fraudulently, and without a valid registration statement filed or in effect as to those securities and in the absence of an applicable exemption from registration.

  132. In pursuit of this conspiracy to sell securities fraudulently, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, and Geller, as well as Kirschbaum, agreed secretly to control the Offering and merge Windfall with then privately held U.S. Environmental, Inc. They and defendant Romano agreed, with the intent of raising the price of shares of USE, that the D'Onofrio group would dominate and control trading in USE stock in the aftermarket, and agreed to an unwritten call option, giving the D'Onofrio group indirect control over the registered shares the D'Onofrio group did not control directly. They agreed that once they had manipulated the price of USE shares, the D'Onofrio group would sell the shares to the public at artificially inflated prices, in what would amount to an unregistered offering. Manipulative practices utilized in the sale to the public included undisclosed payments to brokers who retailed USE stock to their customers, and false and misleading statements regarding USE. Subsequently, after they received Commission subpoenas, several of the co-conspirators, along with Micciche, held the Second Geller Meeting with the intent of concealing their conduct and obstructing the Commission's investigation.

  133. The object of the conspiracy was to enrich the co-conspirators through trading profits, mark-ups, commissions, and other forms of pecuniary gain resulting from the sale and trading of USE stock.

  134. The means by which the co-conspirators intended to accomplish, and accomplished, this object included control of the supply and manipulation of the price of USE stock, material misrepresentations and omissions concerning USE, payment of undisclosed compensation, and the sale of the stock at artificially inflated prices in an unregistered offering, as well as concealment of their conduct, as more fully described at paragraphs 31 through 129, above.

  135. In furtherance of the conspiracy and to effect the objects thereof, the co-conspirators committed the following overt acts, in addition to those enumerated above:

    1. In or about July 1989, Geller, the D'Onofrio group (each of Mark D'Onofrio, Ramon D'Onofrio, and Kirschbaum), and Sepe attended the First Geller Meeting and planned merging USE with Windfall.

    2. Between on or about February 10, 1989 and August 17, 1989, the D'Onofrio group, Geller, Sepe, Studer, and Castle, directly, or indirectly through nominees, subscribed to the entire Offering.

    3. Between on or about September 8 and 11, 1989, Castle and Studer caused their nominees to sell all 46,000 shares acquired in the Offering back to Castle's trading account, and Castle, Studer, and Romano in turn sold those shares to the D'Onofrio group.

    4. In or about September 1989, when Romano and the D'Onofrio group learned that an acquaintance of Geller who had purchased at least 27,000 shares of USE began selling the shares after the price had risen to almost $3.00, Geller interceded and structured the individual's sales of USE over several months. Geller arranged to have the individual's profits from the resale of USE shares reinvested in another stock that was being promoted by Mark D'Onofrio.

    5. On or about December 20, 1989, the D'Onofrio group sold a total of 500 shares of USE from two accounts the D'Onofrio group maintained at Yorkton Securities, a Canadian brokerage firm, to Castle's trading account at $5.4375 per share. On the same date, Romano sold 500 shares from Castle's trading account to an account controlled by the D'Onofrio group at Haywood Securities, another Canadian brokerage firm, at $5.50 per share.

    6. On or about April 3, 1990, Ramon D'Onofrio signed two checks, in the amounts of $6,100 and $6,000, made payable to John Freeland, as compensation for sales of USE stock.

    7. On or about May 11, 1990, Mark D'Onofrio caused a wire transfer to be made in the amount of $7,120 to a bank account in the name of Mihran Freeland, as compensation for sales of USE stock.

  136. As a result of the foregoing and as alleged in the Second, Third, Fifth, and Sixth Claims For Relief, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, and Romano violated certain registration and antifraud provisions of the federal securities laws.

  137. As a result of the foregoing, each of defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, Sepe, and Geller is liable for violations of Sections 5(a) and (c) and 17(a) of the Securities Act, 15 U.S.C. §§ 77e(a), (c), 77q(a), and Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5 and 10b-6 thereunder, 17 C.F.R. §§ 240.10b-5, 240.10b-6.

    SECOND CLAIM FOR RELIEF

    Violations Of 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 Thereunder, 17 C.F.R. § 240.10b-5, Related To The Windfall Offering And Merger (Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, And Roth).

  138. The Commission repeats and realleges the allegations contained in paragraphs 130 through 135 of the Complaint as if set forth herein at length.

  139. As a result of the conduct described above, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, and Roth, directly or indirectly, singly or in concert, by use of the means or instruments of transportation or communication in interstate commerce, the means or instrumentalities of interstate commerce, the mails, or the facilities of a national securities exchange, in the offer or sale, and in connection with the purchase or sale, of securities, knowingly or recklessly: (1) have employed devices, schemes, and artifices to defraud; (2) have obtained money or property by means of, or have otherwise made, untrue statements of material fact or omissions 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 (3) have engaged in transactions, acts, practices, and courses of business which have operated as a fraud or deceit upon purchasers of securities and other persons.

  140. The Windfall Form S-18 failed to disclose the actual terms of the Offering, and defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, and Roth, in offering and selling Windfall securities, made material misrepresentations of fact and omitted to disclose material facts, including the following:

    1. Mark D'Onofrio acted as an undisclosed promoter and, directly or indirectly, controlled the issuer;

    2. Mark D'Onofrio selected USE as the company with which Windfall merged, and the terms of the merger were arranged before the Offering closed;

    3. Studer acted as an undisclosed promoter;

    4. Roth and Morelli acted under Studer's control;

    5. Roth and Morelli received compensation for their services, and reimbursement for expenses, relating to Windfall from Studer C.P.A.;

    6. By prearrangement among the D'Onofrio group, Sepe, Geller, Studer, and Castle, the Offering was acquired entirely by the D'Onofrio group, Sepe, Geller, Studer, and Castle, or by their nominees;

    7. the Offering was controlled by the D'Onofrio group, which had a prearranged undisclosed call option to purchase the entire portion of the Offering that nominees of the D'Onofrio group had not acquired directly;

    8. the D'Onofrio group, Castle, Studer, and Romano agreed to engage in a course of conduct designed to manipulate the price of USE stock up to several dollars per share; and

    9. the D'Onofrio group would commence a public offering through resales after the Offering purportedly closed and after the stock price had been manipulated upwards to several dollars per USE share.

  141. As a result of the foregoing, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Sepe, and Roth violated and, unless enjoined, will continue to violate 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 thereunder, 17 C.F.R. § 240.10b-5.

    THIRD CLAIM FOR RELIEF

    Violations Of 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 Thereunder, 17 C.F.R. § 240.10b-5, Related To The Manipulation Of The Market For USE (Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, And Freeland).

  142. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  143. Defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, and Freeland, directly or indirectly, singly or in concert, by use of the means or instruments of transportation or communication in interstate commerce, the means or instrumentalities of interstate commerce, the mails, or the facilities of a national securities exchange, in the offer or sale, and in connection with the purchase or sale, of securities, knowingly or recklessly: (1) have employed devices, schemes, and artifices to defraud; (2) have obtained money or property by means of, or have otherwise made, untrue statements of material fact or omissions 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 (3) have engaged in transactions, acts, practices, and courses of business which have operated as a fraud or deceit upon purchasers of securities and other persons.

  144. As part and in furtherance of these violations, each of defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, and Freeland, directly and indirectly, engaged in some or all of the following manipulative acts, practices, and courses of business, as more fully described above: undisclosed domination and control of the Offering; material misrepresentations and omissions; "wash sales" and "matched orders"; payment of undisclosed compensation; and sale of USE stock at artificially inflated prices. These acts, practices, and courses of business operated as a fraud or deceit as to the nature of the market for USE securities.

  145. As alleged more fully at paragraphs 73 through 88, and 100, above, defendant Romano knowingly or recklessly participated in and furthered a market manipulation by:

    1. effecting offers, purchases, and sales of USE securities in return for promises of risk-free profit for engaging in such trades;

    2. effecting directed and controlled trades of USE securities;

    3. effecting "wash sales" and "matched orders"; and

    4. effecting trades involving undisclosed nominees.

  146. As a result of the foregoing, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, and Freeland violated and, unless enjoined, will continue to violate 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 thereunder, 17 C.F.R. § 240.10b-5.

    FOURTH CLAIM FOR RELIEF

    Violations Of Sections 10(b) And 15(c)(1) Of The Exchange Act, 15 U.S.C. §§ 78j(b), 78o(c)(1), And Rules 10b-3 And 15c1-2 Thereunder, 17 C.F.R. §§ 240.10b-3, 240.15c1-2, Related To The Manipulation Of The Market For USE (Castle, Studer, And Freeland).

  147. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  148. As a result of the conduct described above, defendant Castle, and defendant Studer, as a controlling person of Castle, and defendant Freeland, as a controlling person of Freeland Co., directly or indirectly, singly or in concert, and knowingly or recklessly, made use of the mails or any means or instrumentality of interstate commerce to effect transactions in, or to induce or attempt to induce the purchase or sale of, a security (other than commercial paper, bankers' acceptances, or commercial bills) otherwise than on a national securities exchange of which Castle or Freeland Co. was a member, by means of manipulative, deceptive, or other fraudulent devices or contrivances, as defined by rules and regulations of the Commission, including, without limitation, by means of: (1) acts, practices, or courses of business which operated as a fraud or deceit upon any person; or (2) untrue statements of a material fact and omissions 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, which statement or omission was made with knowledge or reasonable grounds to believe that it was untrue or misleading.

  149. As a result of the foregoing, defendants Castle, Studer, and Freeland violated and, unless enjoined, will continue to violate Sections 10(b) and 15(c)(1) of the Exchange Act, 15 U.S.C. §§ 78j(b), 78o(c)(1), and Rules 10b-3 and 15c1-2 thereunder, 17 C.F.R. §§ 240.10b-3, 240.15c1-2.

    FIFTH CLAIM FOR RELIEF

    Violations Of Sections 5(a) And (c) Of The Securities Act, 15 U.S.C. §§ 77e(a), (c), Related To The Sale Of Unregistered Securities (Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, And Romano).

  150. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  151. As a result of the conduct described above, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, and Romano, directly or indirectly, singly or in concert: (1) made use of the means or instruments of transportation or communication in interstate commerce or of the mails to sell securities through the use or medium of any prospectus or otherwise, when no registration statement was in effect as to such securities and when no exemption from registration was available; (2) carried such securities or caused them to be carried through the mails or in interstate commerce, by the means or instruments of transportation, for the purpose of sale or for delivery after sale, when no registration statement was in effect as to such securities; and (3) made use of the means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any securities, when no registration statement was filed as to such securities, or while the registration statement was the subject of a refusal order or stop order or (prior to the effective date of the registration statement) a public proceeding or examination under Section 8 of the Securities Act, 15 U.S.C. § 77h, in violation of Sections 5(a) and (c) of the Securities Act, 15 U.S.C. §§ 77e(a), (c).

  152. As a part and in furtherance of these violations:

    1. defendants Mark D'Onofrio and Ramon D'Onofrio dominated and controlled USE, and acquired and controlled shares from the Offering with the intent to distribute the shares to the public after the manipulation was accomplished;

    2. defendants Castle, Studer, and Romano took stock from the D'Onofrio group with a view to distributing the stock to the public, rendering them statutory underwriters pursuant to Section 2(11) of the Securities Act, 15 U.S.C. § 77b(11); and

    3. no registration statement was in effect respecting the plan of distribution engaged in by the D'Onofrio group, Castle, Studer, and Romano.

  153. As a result of the foregoing, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, and Romano violated and, unless enjoined, will continue to violate Sections 5(a) and (c) of the Securities Act, 15 U.S.C. §§ 77e(a), (c).

    SIXTH CLAIM FOR RELIEF

    Violations Of Section 10(b) Of The Exchange Act, 15 U.S.C. § 78j(b), And Rule 10b-6 Thereunder, 17 C.F.R. § 240.10b-6, Related To The Distribution Of The Offering (Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, And Freeland).

  154. The Commission repeats and realleges the allegations contained in paragraphs 138, 144 through 145, and 152 of the Complaint as if set forth herein at length.

  155. Defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, and Freeland, while they were (1) an underwriter or prospective underwriter in a particular distribution of securities; (2) an issuer or other person on whose behalf such distribution was being made; (3) a broker, dealer, or other person who agreed to participate or was participating in such distribution; or (4) an "affiliated purchaser" as defined in Rule 10b-6(c)(6), 17 C.F.R. § 240.10b-6(c)(6), directly or indirectly, singly or in concert, in connection with the purchase or sale of any security, by use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, knowingly or recklessly: (A) bid for or purchased for any account in which he or it had a beneficial interest, any security which was the subject of a distribution, any security of the same class and series, or any right to purchase any such security; or (B) attempted to induce any person to purchase any such security or right, before he or it completed his or its participation in such distribution.

  156. As set forth in paragraphs 11, 21, 73 through 88, 100, and 152, above, Romano was an underwriter, or a broker, dealer, or other person who participated in a distribution of USE securities, or both.

  157. The distribution of the Offering did not come to rest until the shares were retailed to the public by, among others, Freeland Co. and Boucher Oehmke.

  158. While the distribution continued, the D'Onofrio group, Castle, Studer, Romano, and Freeland were all bidding for or purchasing USE stock, or inducing other persons to purchase USE stock, or both. Between in or about July 1989, when the distribution of the USE shares began, and in or about August 1990, when the distribution came to rest, the D'Onofrio group, and Castle, Studer, and Romano were all bidding for and purchasing USE stock. As set forth more fully in paragraphs 73 through 88, and 100, above, from in or about September 1989 through in or about August 1990, Romano bid for and purchased USE securities. During the distribution, the D'Onofrio group and Freeland bid for and purchased USE stock, and induced other persons to purchase USE stock.

  159. As a result of the foregoing, defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Studer, Romano, and Freeland violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-6 thereunder, 17 C.F.R. § 240.10b-6.

    SEVENTH CLAIM FOR RELIEF

    Violations Of Section 10(b) Of The Exchange Act, 15 U.S.C. § 78j(b), And Rule 10b-5 Thereunder, 17 C.F.R. § 240.10b-5, Related To USE's Periodic Reports And Other Public Statements (USE, Sepe, And Micciche).

  160. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  161. As a result of the conduct described above, defendants USE, Sepe, and Micciche, directly or indirectly, singly or in concert, by use of the means or instrumentalities of interstate commerce, the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of securities, knowingly or recklessly: (1) have employed devices, schemes, or artifices to defraud; (2) have made untrue statements of material fact or have omitted to state material facts necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) have engaged in transactions, acts, practices, and courses of business which have operated as a fraud or deceit upon any person.

  162. As more fully described in paragraphs 61 through 72, above, USE's filings with the Commission, press releases, and other documents disseminated to the public were materially false and misleading.

  163. As part and in furtherance of these violations, defendants Sepe and Micciche signed USE's Forms 10-K, 10-Q, and 8-K, and were involved in, directed, or reviewed the preparation of the above-referenced filings, and were involved in, directed, or reviewed the preparation of news releases and caused their issuance. Sepe and Micciche knew, or were reckless in not knowing, that the above-referenced filings and news releases were materially false and misleading.

  164. As a result of the foregoing, defendants USE, Sepe, and Micciche violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.

    EIGHTH CLAIM FOR RELIEF

    Violations Of Section 13(a) Of The Exchange Act, 15 U.S.C. § 78m(a), And Rules 12b-20, 13a-1, 13a-11, And 13a-13 Thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13, Related To USE's Periodic Reports (USE, Sepe, And Micciche).

  165. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  166. As a result of the conduct described above, defendant USE, and defendants Sepe and Micciche, as controlling persons of USE, directly or indirectly, singly or in concert, failed to file with the Commission, in accordance with such rules and regulations as the Commission has prescribed, (1) such information and documents (and copies thereof) as the Commission requires to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l; (2) such annual reports, quarterly reports, and current reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, as the Commission has prescribed; and (3) in addition to the information expressly included in a statement or report, such further material information as may be necessary to make the statements made, in the light of the circumstances in which they were made, not misleading.

  167. As part and in furtherance of these violations, defendant Sepe signed USE's Forms 10-K, 10-Q, and 8-K in his capacity as President and Chief Executive Officer of USE, and defendant Micciche signed USE's filings in his capacity as Chief Financial Officer and Treasurer. As more fully described above, USE's Forms 10-K, 10-Q, and 8-K were materially false and misleading.

  168. As a result of the foregoing, defendants USE, Sepe, and Micciche violated and, unless enjoined, will continue to violate Section 13(a) of the Exchange Act, 15 U.S.C. § 78m(a), and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13.

    NINTH CLAIM FOR RELIEF

    Violations Of 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 Thereunder, 17 C.F.R. § 240.10b-5, Related To Transactions Involving Restricted Stock (Sepe And Micciche).

  169. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  170. As a result of the conduct described above, defendants Sepe and Micciche, directly or indirectly, singly or in concert, by use of the means or instruments of transportation or communication in interstate commerce, the means or instrumentalities of interstate commerce, the mails, or the facilities of a national securities exchange, in the offer or sale, and in connection with the purchase or sale, of securities, knowingly or recklessly: (1) have employed devices, schemes, and artifices to defraud; (2) have obtained money or property by means of, or have otherwise made, untrue statements of material fact or omissions 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 (3) have engaged in transactions, acts, practices, and courses of business which have operated as a fraud or deceit upon purchasers of securities and other persons.

  171. As part and in furtherance of these violations, defendants Sepe and Micciche sold restricted stock and obtained bank loans by knowingly or recklessly making material misrepresentations and omitting to disclose material facts concerning the Process and USE, as more fully described in paragraphs 61 through 72, above, and materially misstating the value of USE shares.

  172. As a result of the foregoing, defendants Sepe and Micciche violated and, unless enjoined, will continue to violate 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 thereunder, 17 C.F.R. § 240.10b-5.

    TENTH CLAIM FOR RELIEF

    Claim Against Relief Defendant (Maria Sepe).

  173. The Commission repeats and realleges the allegations contained in paragraph 138 of the Complaint as if set forth herein at length.

  174. Sepe caused hundreds of thousands of restricted shares of USE, the Palm Springs home, and other property to be issued or transferred into Maria Sepe's name. Sepe caused cash that he obtained through the illegal conduct described above to be transferred to accounts in the name of Maria Sepe. In addition, Maria Sepe sold restricted shares of USE during the period when the price of USE was artificially inflated due to defendants' unlawful scheme.

  175. The assets described in paragraph 174, above, that Maria Sepe received are the proceeds of the unlawful activities of Sepe, and are subject to disgorgement.

  176. On information and belief, Maria Sepe was and is not a bona fide purchaser of these assets.

  177. Maria Sepe has obtained these assets as part of and in furtherance of the securities violations alleged herein under circumstances in which it is not just, equitable, or conscionable for her to retain the funds.

  178. As a consequence of the foregoing, Maria Sepe has been unjustly enriched.

PRAYER FOR RELIEF

Wherefore, plaintiff, Securities and Exchange Commission, respectfully requests that this Court:

I.

Enter a final judgment permanently enjoining and restraining defendants USE, Castle, Mark D'Onofrio, Ramon D'Onofrio, Sepe, Micciche, Geller, Studer, Romano, Roth, and Freeland from, directly or indirectly, singly or in concert, by use of the mails, or any means or instruments of transportation or communication in interstate commerce, in the offer or sale of any security:

  1. employing any device, scheme, or artifice to defraud;

  2. obtaining money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and

  3. engaging in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser, in violation of Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a).

II.

Enter a final judgment permanently enjoining and restraining defendants USE, Castle, Mark D'Onofrio, Ramon D'Onofrio, Sepe, Micciche, Geller, Studer, Romano, Roth, and Freeland from, directly or indirectly, singly or in concert, by use of any means or instrumentalities of interstate commerce, or of the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security:

  1. employing any device, scheme, or artifice to defraud;

  2. making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and

  3. engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in violation of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.

III.

Enter a final judgment permanently enjoining and restraining defendants Castle, Mark D'Onofrio, Ramon D'Onofrio, Sepe, Geller, Studer, Romano, and Freeland from, while they are (1) an underwriter or prospective underwriter in a particular distribution of securities; (2) the issuer or other person on whose behalf such a distribution is being made; (3) a broker, dealer, or other person who has agreed to participate or is participating in such distribution; or (4) an "affiliated purchaser" as defined in Rule 10b-6(c)(6), 17 C.F.R. § 240.10b-6(c)(6), directly or indirectly, by use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, either alone or with one or more persons:

  1. bidding for or purchasing for any account in which they have a beneficial interest, any security which is the subject of a distribution, or any security of the same class and series, or any right to purchase any such security; or

  2. attempting to induce any person to purchase any such security or right, until after they have completed their participation in such distribution, in violation of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-6 thereunder, 17 C.F.R. § 240.10b-6.

IV.

Enter a final judgment permanently enjoining and restraining defendants Castle, Mark D'Onofrio, Ramon D'Onofrio, Sepe, Geller, Studer, and Romano from, directly or indirectly, singly or in concert:

  1. making use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell any securities through the use or medium of any prospectus or otherwise unless a registration statement is in effect as to such securities;

  2. carrying such securities or causing them to be carried through the mails or in interstate commerce, by any means or instruments of transportation, for the purpose of sale or for delivery after sale, unless a registration statement is in effect as to such securities; and

  3. making use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any securities, unless a registration statement has been filed as to such securities, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under Section 8 of the Securities Act, 15 U.S.C. § 77h, in violation of Section 5 of the Securities Act, 15 U.S.C. § 77e.

V.

Enter a final judgment permanently enjoining and restraining defendant Castle, and defendants Studer and Freeland as controlling persons, from, directly or indirectly, singly or in concert, making use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security (other than commercial paper, bankers' acceptances, or commercial bills) otherwise than on a national securities exchange of which it is a member, by means of any manipulative, deceptive, or other fraudulent device or contrivance, as defined by rules and regulations of the Commission, including, without limitation, by means of:

  1. any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person; or

  2. any untrue statement of a material fact and any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, which statement or omission is made with knowledge or reasonable grounds to believe that it is untrue or misleading, in violation of Sections 10(b) and 15(c)(1) of the Exchange Act, 15 U.S.C. §§ 78j(b), 78o(c)(1), and Rules 10b-3 and 15c1-2 thereunder, 17 C.F.R. §§ 240.10b-3, 240.15c1-2.

VI.

Enter a final judgment permanently enjoining and restraining defendant USE, and defendants Sepe and Micciche as controlling persons, from, directly or indirectly, singly or in concert, failing to file with the Commission, in accordance with such rules and regulations as the Commission may prescribe:

  1. (A) such information and documents (and copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l;

  2. (B) such annual reports, quarterly reports, and current reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, as the Commission has prescribed; and

  3. (C) in addition to the information expressly required to be included in any such statement or report, such further material information as may be necessary to make the required statements made, in the light of the circumstances in which they are made, not misleading, in violation of Section 13(a) of the Exchange Act, 15 U.S.C. § 78m(a), and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13.

VII.

Enter a final judgment requiring:

  1. defendants Mark D'Onofrio, Ramon D'Onofrio, Castle, Sepe, Geller, Micciche, Studer, Romano, Roth, and Freeland to disgorge any and all ill-gotten gains realized as a result of the conduct alleged herein, plus prejudgment interest; and

  2. relief defendant Maria Sepe to disgorge any and all assets obtained as a result of the securities violations alleged herein.

VIII.

Enter a final judgment assessing penalties against defendants Sepe and Micciche pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3).

IX.

Enter an order pendente lite freezing the assets of defendant Sepe and relief defendant Maria Sepe, except for ordinary living expenses in an amount to be determined by the Court, pending an accounting and disgorgement of amounts due.

X.

Enter a final judgment pursuant to Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2), prohibiting defendants Mark D'Onofrio, Ramon D'Onofrio, Sepe, and Micciche, unconditionally and permanently, from acting as officers or directors of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l, or that is required to file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d).

XI.

Enter a final judgment permanently enjoining and restraining defendants Mark D'Onofrio and Ramon D'Onofrio from acting as promoters, finders, consultants, agents, or in any other capacity with a broker, dealer, or issuer for the purposes of the issuance or trading in any security.

XII.

Grant such other and further relief as the Court shall deem just and proper.

Dated: October 20, 1995
  New York, New York

 

Respectfully submitted,

RICHARD H. WALKER (RW-0581)
Regional Director

 

_____________________________

Edwin H. Nordlinger
Carmen J. Lawrence
Henry Klehm III
Wayne M. Carlin
Clark S. Abrams
Daniel J. Goldstein

Attorneys for Plaintiff,
SECURITIES AND EXCHANGE COMMISSION
7 World Trade Center, 13th Floor
New York, New York 10048
(212) 748-8214

 

http://www.sec.gov/litigation/complaints/comp18256.htm

Modified: 07/30/2003