==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C SECURITIES AND EXCHANGE COMMISSION v. ANDREW S. PITT, CONECTISYS CORP., DEVON INVESTMENT ADVISORS, INC., B & M CAPITAL CORP., MIKE ZAMAN, and SMITH, BENTON & HUGHES, INC., United States District Court for the Central District of California, Civil Action No. 96-4164 (MRP) (ANx) Litigation Rel. No. 15272 / March 4, 1997 The Securities and Exchange Commission ("Commission") today announced that the United States District Court for the Central District of California has granted the Commission's motion for leave to file a Second Amended Complaint in its pending enforcement action against Mike Zaman ("Zaman") and the brokerage firm he controls, Smith, Benton & Hughes ("Smith Benton"). The Second Amended Complaint alleges that Andrew S. Pitt ("Pitt"), Conectisys Corporation ("Conectisys" or the "Company"), and B & M Capital Corp. participated with Zaman and Smith Benton in a fraudulent and manipulative trading scheme. The Commission also alleges that Pitt, Conectisys, Zaman, Smith Benton and Devon Investment Advisors, Inc. ("Devon") engaged in the illegal distribution of unregistered securities. The Commission previously had alleged that from February 14, 1996 through at least May 28, 1996, through prearranged trading and other manipulative activities, defendants Zaman and Smith Benton, with the cooperation of other broker-dealers, caused the price of Conectisys stock to soar from $6 1/4 per share on February 14, 1996 to $22 per share on May 9, 1996; and that thereafter, the stock continued trading at high prices, ranging from approximately $17 to $22 per share, as a result of defendants' manipulative trading practices. From February 14 through May 28, 1996, defendants' manipulative activities resulted in deceptively high trading volumes in Conectisys securities: average weekly trading volumes were approximately 2,200 percent higher than during the previous three month period. These dramatic increases in the price and trading volume of Conectisys shares were a result of defendants' illegal conduct and not indicative of genuine market interest. The Second Amended Complaint alleges that B & M Capital Corp., under the control of Zaman, participated in the above-described scheme by effecting trades of Conectisys stock in furtherance of the manipulation. Until July 24, 1995, when he was placed on administrative leave, Pitt was an Assistant United States Attorney in the Central District of California. The Second Amended Complaint alleges that Pitt purchased a controlling share of Conectisys (then named "Coastal Financial Corp.") in late November 1994, and ==========================================START OF PAGE 2====== operated it as BDR Industries, Inc. until August 7, 1995, when Pitt purported to sell his controlling interest in the Company for $10.00. The Commission alleges that Pitt, in fact, retained control of the Company and participated with Conectisys in drafting a business plan containing detailed financial and product information regarding Conectisys and two development stage companies that it recently had acquired, PrimeLink and Technilink. The Commission alleges that the business plan contains numerous false and misleading statements concerning the Company, and that Zaman and Smith Benton used the business plan in selling shares of Conectisys stock to the public. In addition, the Commission alleges that on or about April 25, 1995, Pitt caused the Company to issue 64,000 shares of unregistered common stock to Devon, a company under his control and that Devon subsequently sold those shares to Zaman and Smith Benton, who then sold those shares to the public in furtherance of the manipulative scheme. Based on the above allegations, the Second Amended Complaint charges: (i) Pitt, Conectisys, Zaman, and Smith Benton with violations of Sections 5(a) and (c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 ("Exchange Act"); (ii) B & M Capital Corp. with violations of Section 17(a) of the Securities Act and Section 10(b) and Rule 10b-5 of the Exchange Act; and (iii) Devon Investment Advisors, Inc. with violations of Section 5(a) and (c) of the Securities Act; seeking an injunction, disgorgement, and other relief.