UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7467 / October 7, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39208 / October 7, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9125 ______________________________ : In the Matter of : : WAYNE J. CONNERS, : : THOMAS A. PIECHOWICZ, : : JAMES M. FLYNN, : : ORDER MAKING FINDINGS SHARON BARTOCK, : AND CEASE-AND-DESIST ORDER : AGAINST SHARON BARTOCK WINFRED KIPP and : : CHRISTOPHER D. CONWAY, : : Respondents. : ______________________________: I. In these proceedings instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Sharon Bartock has submitted an Offer of Settlement which the Securities and Exchange Commission has determined to accept.<(1)> II. Solely for the purpose of this proceeding, and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings contained herein, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1 et seq., Bartock, by her Offer, consents to the entry of the <(1)> The Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 against Bartock and others was issued by the Commission on September 30, 1996. findings and the Cease-And-Desist Order set forth below. III. On the basis of the Order Instituting Proceedings against Bartock, and the Offer submitted by Bartock, the Commission finds that:<(2)> A. From May 1993 through January 1995, C'est Lestial Waters, Inc. ("CWI") raised over $7 million from more than 100 investors through the offer and sale of unregistered collateral trust bonds (the "CWI bonds"), as well as the securities of certain entities related to CWI. In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, including Bartock, violated, variously, the securities registration, antifraud and broker-dealer registration provisions of the federal securities laws. Specifically, these entities and individuals made misrepresentations of material fact and failed to disclose material information concerning the collateral underlying the CWI bonds, the risk inherent in the investments and their relative safety, their status as exempt from registration with the Commission, and the use of offering proceeds. B. From June 1993 through January 1995, Bartock offered and sold approximately $678,000 in CWI bonds and received approximately $39,500 in commissions. In connection with these sales, Bartock made misrepresentations of material fact to investors, including that: 1. the CWI bonds were fully secured through a first and irrevocable lien interest in certain assets of CWI in favor of investors; and 2. the CWI bonds were very similar to bank certificates of deposit insofar as they were fully secured and just as safe. C. Based on the conduct described above, Bartock violated Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. D. Bartock has submitted a sworn financial statement and other evidence and has asserted her financial inability to pay disgorgement plus prejudgment interest. The Commission has reviewed the sworn financial statement and other evidence provided by Bartock and has determined that Bartock does not have the financial ability to pay more than $10,000 in disgorgement. <(2)> The findings herein are made pursuant to Bartock's Offer and are not binding on any other person or entity named as a respondent in thisor any other proceeding. ======END OF PAGE 2====== IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer submitted by Bartock. ======END OF PAGE 3====== Accordingly, IT HEREBY IS ORDERED that: A. Bartock be and hereby is ordered to cease and desist from committing or causing any violations or future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. B. Bartock shall pay disgorgement of $39,500 plus prejudgment interest, but that payment of all except $10,000 of such amount be waived based upon Bartock's demonstrated financial inability to pay. The $10,000 is payable in the manner provided in paragraph C below. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Bartock provided accurate and complete financial information at the time such representations were made; (2) determine the amount of disgorgement and prejudgment interest to order Bartock to pay; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Bartock's offer of settlement had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Bartock was fraudulent, misleading, inaccurate or incomplete in any material respect, and whether any additional remedies should be imposed. Bartock may not, by way of defense to any such petition, contest the findings in the Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. ======END OF PAGE 4====== C. Bartock shall pay disgorgement of $10,000 in the following manner: $2,000 within 30 days of entry of this Order, and the remaining amount paid thereafter in four monthly installments of $2,000, payable on the first day of each month. Each such payment shall be: (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the Securities and Exchange Commission; (c) delivered to the Comptroller, Securities and Exchange Commission, 6432 General Green Way, Alexandria, Va. 22312; and (d) submitted under cover letter which identifies Bartock as Respondent in these proceedings, and the Commission's file number in these proceedings, a copy of which cover letter and money order or check shall be sent to Michael Newman, Securities and Exchange Commission, The Curtis Center Suite 1005E., 601 Walnut St., Philadelphia, PA 19106. Said disgorgement funds shall be maintained on deposit by the Comptroller's office until such time as the Division has submitted its proposed plan for the administration and distribution of disgorgement funds under Rule 611 of the Commission's Rules of Practice. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 5======