UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION ADMINISTRATIVE PROCEEDING File No. 3-9419 SECURITIES ACT OF 1933 Release No. 7452 / September 18, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39091 / September 18, 1997 ______________________________ : : In the Matter of : ORDER INSTITUTING PUBLIC : CEASE-AND-DESIST PROCEEDINGS GEORGE GARCY : PURSUANT TO SECTION 8A OF : THE SECURITIES ACT OF 1933 : AND SECTION 21C OF THE : SECURITIES EXCHANGE ACT OF 1934, : MAKING FINDINGS AND IMPOSING Respondent : A CEASE-AND-DESIST ORDER : ______________________________: I. The Securities and Exchange Commission (the "Commission") deems it appropriate to institute cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1993 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against George Garcy ("Garcy"). II. In anticipation of the institution of this proceeding, Garcy submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, without admitting or denying the findings, except the jurisdiction of the Commission over him and the matters set forth in this Order, which he admits, Garcy consents to the institution of cease-and-desist proceedings, and to the entry of the findings set forth below. Accordingly, IT IS ORDERED that cease-and-desist proceedings pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act be, and hereby are, instituted. ======END OF PAGE 1====== III. On the basis of this Order and the Offer submitted by Garcy, the Commission finds that<(1)>: A. Garcy, age 39, and a resident of Beverly Hills, California, was not registered with the Commission, or any state, as a broker or dealer. B. In approximately June 1993, BeneFund, Inc. ("BeneFund") and its president, Vernon R. Twyman, Jr. ("Twyman"), established a relationship with Garcy and his company, Garcyco and Associates, Inc. ("Garcyco"), to make S-8 stock sales to the public.<(2)> Garcy was purportedly retained as a consultant to handle investor relations services for BeneFund. However, there was no written consulting agreement between Garcy or Garcyco and BeneFund, and the primary service performed by Garcy and Garcyco was the offer and sale of S-8 stock to the public. C. The BeneFund securities sold by Garcy were registered pursuant to Form S-8 registration statements. Garcy caused public sales and distribution of the securities. D. To assist Garcy in making stock sales to the public, Twyman placed Garcy's name and telephone number in BeneFund press releases, listing him as the investor relations contact. E. During the period from June 1993 through January 1994, Garcy sold at least 50,466 shares of BeneFund S-8 stock to approximately nine investors, raising at least $39,350. Garcy paid the proceeds of the sales to BeneFund. F. As compensation for his services, Garcy was paid at least $4,200. As additional compensation, Twyman advanced loans in the amount of approximately $166,800 to Garcy for Garcyco's operating expenses; directed BeneFund to issue 110,000 shares of its S-8 stock, which had a market value of approximately $55,000, directly to Garcyco; and directed the issuance of options to purchase 159,341 BeneFund shares to Garcyco. G. The relationship between Garcy and BeneFund terminated when Garcy and Garcyco failed to pay for the stock and to repay the loans advanced by Twyman. H. Based on the above conduct, Garcy violated Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. <(1)> The findings herein are made pursuant to Garcy's Offer and are not binding on any other person or entity in this or any other proceeding. <(2)> Garcyco, which is now a defunct entity, was incorporated in Nevada in 1993 and had its principal place of business in Beverly Hills, California, until its corporate charter was revoked in June 1995. IV. In view of the foregoing, the Commission deems it appropriate to impose the sanctions which are set forth in the Offer submitted by Garcy. Accordingly, IT IS HEREBY ORDERED pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act that George Garcy cease and desist from committing or causing any violations, or any future violations, of Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order on each person named in the Order and their legal agent. The attached Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Jon Batterman Chief Administrative Law Judge Securities and Exchange Securities and Exchange Commission Commission Division of Enforcement 450 Fifth St., N.W. 450 Fifth Street, N.W. STOP: 11-6 Stop: 8-9 Washington, D.C. 20549 Washington, DC 20549 Harold F. Degenhardt George Garcy District Administrator Global Consulting Securities and Exchange 9025 Wilshire Blvd. Commission 5th Floor 801 Cherry St. 19th Floor Beverly Hills, Ca 90211 Fort Worth, TX 76102 Hugh M. Wright Assistant District Administrator [Enforcement] Securities and Exchange Commission 801 Cherry Street, 19th Floor Fort Worth, TX 76102 Karen E. Whitaker Enforcement Staff Attorney Securities and Exchange Commission 801 Cherry Street, 19th Floor Fort Worth, TX 76102 ======END OF PAGE 4======