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. 15909 / September 29, 1998 DISTRICT COURT ENTERS FINAL JUDGMENTS IN CASE INVOLVING CONECTISYS STOCK MANIPULATION The Securities and Exchange Commission ("Commission") today announced that on September 22, 1998, the United States District Court for the Central District of California entered a final judgment of permanent injunction against Conectisys Corporation ("Conectisys"), which is the final relief obtained by the Commission in this case. The Commission brought this action in June 1996 to enjoin the ongoing manipulation of the market for Conectisys stock. In its final judgment against Conectisys, the Court permanently enjoined the company from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), the registration and antifraud provisions. The Court also ordered Conectisys to disgorge $175,000 of proceeds derived from its fraudulent conduct. The entry of final judgment against Conectisys follows earlier judgments the Court entered on June 29, 1998 against defendants Andrew S. Pitt ("Pitt"), Devon Investment Advisors, Inc. ("Devon"), Mike Zaman ("Zaman"), B&M Capital Corp. ("B&M"), and Smith Benton & Hughes, Inc. ("Smith Benton"). On June 29, the Court permanently enjoined Zaman, Smith Benton, and B&M from future violations of Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and further enjoined Zaman and Smith Benton from violating Section 15(c)(1)(A) of the Exchange Act. The Court also ordered Zaman, Smith Benton, and B&M, jointly and severally, to disgorge $611,193 in unlawful proceeds derived from the manipulation of the market for Conectisys stock. The Court enjoined Pitt from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, and enjoined Devon from violating Sections 5(a) and 5(c). The final judgment against Pitt and Devon also ordered them, jointly and severally, to disgorge $399,980, and ordered an additional $50,000 of disgorgement against Pitt, jointly and severally with Conectisys. The final judgments against Conectisys, Pitt, Devon, Zaman, Smith Benton, and B&M were entered following a bench trial held in July 1997. Based on the evidence presented at the trial, the Court found that Pitt and Zaman together planned the manipulation of Conectisys stock, and Zaman and Smith Benton carried out that manipulation with Pitt's assistance. In the course of carrying out the manipulation, Zaman and Smith Benton controlled the number of Conectisys common shares available for sale on the market, dictated the prices at which those shares traded, engaged in "daisy chain" trading with market participants to fill retail customer orders, and artificially increased the price of the stock purchased by retail customers. The Court also found that Pitt and Conectisys offered and sold restricted stock to private investors based on material misrepresentations and that Pitt and Conectisys drafted a false and misleading business plan that was supplied to potential investors. Finally, the Court found that Pitt, Conectisys, and Devon sold unregistered securities in violation of Section 5 of the Securities Act. The Commission also today instituted and settled an administrative proceeding against Mike Zaman. On consent, the Commission permanently barred Zaman from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. This enforcement action was 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.