SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15996 / December 9, 1998 SECURITIES AND EXCHANGE COMMISSION v. BARCLAY DAVIS and WORLD SYNDICATORS, INC., Civil Action No. 97-CV-3056 (GK) (D.D.C.) SECURITIES AND EXCHANGE COMMISSION v. BIO-TECH INDUSTRIES, INC., ET AL., Civil Action No. 98-CV-2298 (GK) (D.D.C.) LAS VEGAS MICROCAP STOCK PROMOTERS BARCLAY DAVIS AND LORETTA DAVIS SETTLE SEC CHARGES The Securities and Exchange Commission ("Commission") today filed with the U.S. District Court in Washington, D.C. settlements with Barclay Davis ("Davis"), his wife Loretta Davis, and his company World Syndicators, Inc. ("World Syndicators"). The settlements were reached in connection with two related actions filed by the Commission. The Commission filed the first complaint on December 22, 1997, charging Davis, a Las Vegas, Nevada based penny stock promoter, and World Syndicators, an entity through which Davis conducted his business, with manipulating the market for the securities of three separate microcap companies: Systems of Excellence, Inc. ("SOE"); Combined Companies International Corp. ("CCIC"); and Bio-Tech Industries, Inc. ("Bio-Tech") (formerly Twenty First Century Health, Inc.). SEC v. Davis, et al. The Commission filed the second complaint on September 24, 1998, charging, among others, Loretta Davis, the former president of Bio-Tech, with manipulating the market for the securities of Bio-Tech. SEC v. Bio-Tech, et al. Davis consented to the entry of a permanent injunction prohibiting him from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1 thereunder. World Syndicators consented to the entry of a permanent injunction prohibiting it from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Loretta Davis consented to the entry of a permanent injunction prohibiting her from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Each of the settling defendants settled without admitting or denying the allegations in the Commission's complaints. As part of the settlements, Davis and Loretta Davis also consented to orders permanently barring each from acting as an officer or director of a public company. In addition, the settlements require that Davis disgorge $1,540,599, that World Syndicators disgorge $878,027 jointly and severally with Davis, and that Loretta Davis disgorge $662,572 jointly and severally with Davis. These amounts represent the total illegal profits derived from the conduct alleged in the complaints. The settlements further provide that except for surrendering certain assets to the Court-appointed Receiver, payment of the disgorgement amounts by the settling defendants is waived in light of their demonstrated inability to pay based on the sworn representations in their statements of financial condition. Davis also agreed to the surrender, into a criminal forfeiture suspense account, of approximately $143,000 is cash that was frozen in a related SEC action, and the proceeds of a residence that he is obligated to sell. The settlements also require that Davis, World Syndicators, and Loretta Davis cooperate with the Commission and the Court-appointed Receiver to, among other things, effect the surrender of all the proceeds of the frauds that are held by any other person. As an additional part of the settlement, Davis consented to the entry of a Commission Order barring him from participating in the offering of penny stock. As previously announced, on December 22, 1997, Davis pled guilty to one count of conspiracy to commit securities fraud and bank fraud, and one count of money laundering, in the United States District Court for the District of Nevada. Davis' plea was in connection with, among other things, a securities fraud scheme involving the manipulation of CCIC. See Lit. Rel. 15600 (December 22, 1997). Davis is currently awaiting sentencing. The Commission previously has made several announcements concerning these matters. See Lit. Rel 15900 (September 24, 1998); Lit. Rel. 15600 (December 22, 1997); Lit. Rel. 15571 (November 25, 1997); (Lit. Rel. 15490 (September 12, 1997); Lit. Rel. 15286 (March 12, 1997); Securities Exchange Act Rel. No. 38345 (February 27, 1997); Securities Exchange Act Rel. No. 38260 (February 10, 1997); Lit. Rel. 15490 (January 31, 1997); Lit. Rel. 15185 (December 12, 1996); Lit. Rel. 15153 (November 7, 1996); Securities Exchange Act Rel. No. 33791 (October 7, 1996). The Commission is cooperating with separate investigations in this matter carried on by the United States Attorney's Offices for the District of Nevada and the Eastern District of Virginia, and the Criminal Investigation Division of the Internal Revenue Service. The Commission's litigation against the remaining defendants in SEC v. Bio-Tech, et al. and its investigation in these matters are continuing. This enforcement action is part of the Commission's four- pronged approach to minimizing Microcap fraud: enforcement, inspections, investor education and regulation. For more information about the SEC's response to Microcap fraud, visit the SEC's Microcap Fraud Information Center at http://www.sec.gov/news/extra/microcap.htm.