UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7650 / February 26, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9769 ________________________ : In the Matter of : ORDER OF THE COMMISSION : MAKING FINDINGS AND ORDER TKO International, Inc. : TO CEASE AND DESIST and Leonard A. Turano : : Respondents. : : ________________________: I. On October 27, 1998, the Commission instituted administrative proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") against TKO International, Inc. ("TKO") and Leonard A. Turano ("Turano"). In response to the institution of these proceedings, TKO and Turano (collectively "Respondents") have submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except to admit the jurisdiction of the Commission over them and the subject matter herein, Respondents consent to the entry of this Order of the Commission Making Findings and Order to Cease and Desist ("Order"). II. On the basis of this Order and the Offer submitted by the Respondents, the Commission finds that: A. TKO is a closely held Colorado corporation with its place of business in Englewood, Colorado. It provides public relations services, primarily for microcap public companies. B. Turano, age 47, is a resident of Littleton, Colorado, and is the president and sole shareholder of TKO. From 1980 through 1993, Turano worked as a registered representative for numerous broker-dealers. C. Turano founded TKO in 1994 to provide public relations services for publicly held corporations. TKO and Turano collect information about client companies, assemble it, and distribute it to various media outlets. In approximately 1997, TKO and Turano added Internet services to their menu, and they now provide client information on their "GrowthStockInvestor" web site (www.growthstockinvestor.com). This information is furnished by the client companies and is also collected from other public sources. D. In September 1998, TKO and Turano violated Section 17(b) of the Securities Act in that, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, published, gave publicity to, or circulated notices, circulars, advertisements, newspapers, articles, letters, investment services, or communications which, though not purporting to offer a security for sale, described such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof. E. As part of and in furtherance of the conduct described above in paragraph II.D, in September 1998, TKO and Turano, through use of the Internet and mailings, promoted microcap public companies without fully disclosing consideration received from those companies. In this regard, TKO and Turano: 1. Promoted four of its public company clients, namely PDG Environmental, Inc., Navidec, Inc., Advanced Systems International, Inc. dba Automated Systems International and Wareforce One, Inc., on TKO’s "GrowthStockInvestor" web site, providing for one or more of these issuers descriptions of the issuer’s products, business climate, financial information, securities prices and press releases, and provided Internet links to order additional financial and general news information about the issuers. In at least one instance involving an issuer, TKO and Turano’s web site published favorable comments about the issuer made by several securities analysts. As set forth on the web site, these analysts recommended the issuer with superlatives such as "Stock of the Month" and the "#1 Stock Pick for ‘98." 2. Failed to disclose that TKO and Turano contracted to receive, and did receive from $4,000 to $7,500 per month in cash from each of the four issuers, and received stock options from three of the issuers. In one instance, TKO and/or Turano exercised approximately 75% of the options and sold the stock into the market for total net income of approximately $270,000. III. Accordingly, IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act, that Respondents TKO and Turano cease and desist from committing or causing any violations, and any future violations, of Section 17(b) of the Securities Act. For the Commission, by its Secretary, pursuant to delegated authority. Jonathan G. Katz Secretary 1