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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC


Litigation Release No. 14873 / April 12, 1996 

Securities and Exchange Commission v. Carl E. Lovell, et.al.,
United States District Court, District of Nevada, Civil Action
No. CVS-96-00171-HDM(RLH)

     The United States Attorney for the District of Las Vegas and
the Commission jointly announced that on March 18, 1996 the
United States District Court for the District of Nevada entered
an order permanently enjoining Carl E. Lovell ("Lovell"), a Las
Vegas attorney, and Danna Wale Lovell ("Wale") from future
violations of the antifraud provisions of the Securities Exchange
Act of 1934 ("Exchange Act").  The injunctive action was part of
a global settlement of criminal charges brought by the U.S.
Attorney's Office and civil charges brought by the Commission. 
Without admitting or denying the allegations in the Commission's
complaint, both Lovell and Wale consented to the entry of the
order which: (1) permanently enjoins them from future violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder;
(2) bars them from acting as an officer or director of any
company which files reports with the Commission for a period of
five years; and (3) orders them to disgorge $94,136 plus
prejudgment interest in the amount of $96,854.32.

     The Commission's complaint alleged that from in or about
1987 through in or about 1989, Lovell and Wale engaged in the
business of creating shell corporations whose securities were
sold pursuant to Regulation D exemptions from registration with
the Commission. Among the companies Lovell and Wale created were
Triste Corporation ("Triste") and Venga, Inc. ("Venga"), both
formed in early 1988.  Triste was purportedly formed to fund
expansion of the business of Southwest Business Institute, a
state accredited business school in Nevada.  Venga was
purportedly formed to market novelty items bearing the logo and
name of "Vegas Chips", a local potato chip manufacturing company.

Lovell and Wale conducted controlled initial public offerings and
sales of the securities by having all of the shares purchased by
a group of investors acting in concert under their instructions. 
Each company raised approximately $100,000.  Part of the proceeds
were paid to a corporation controlled by Lovell and Wale and the
remainder were given to Southwest Business Schools and Vegas
Chips, respectively.  Each public corporation was then separated
from its operating business entity thereby creating a shell
corporation.

     According to the complaint, Philip Sindler ("Sindler"), a
southern California promoter who was looking for public shell
corporations to be merged with private companies he was
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promoting, was introduced to Lovell as a person who could provide
him with public shell corporations whose securities he could
control.  In late 1988, Sindler met with Lovell and Wale.  At
that meeting Lovell committed that he could provide one hundred
percent of the purportedly publicly owned shares of Triste and
Venga at prices of three to six cents per share.  Lovell told
Sindler that all of his controlled shareholders had accounts at
the Las Vegas branch office of Fitzgerald-Talman, Inc.
("Fitzgerald-Talman"), a securities firm based in Denver,
Colorado.  The accounts were maintained by stockbroker Robert
Glau ("Glau").  Lovell told Sindler that Glau would deliver all
of the stock of Triste and Venga to accounts Sindler controlled
at Adams Securities, located in Las Vegas, Nevada, at the
prearranged prices agreed to by Lovell and Sindler.

     The complaint alleged that, pursuant to this agreement, in
November 1988, all of the publicly owned shares of Triste and
Venga were "sold" from Lovell's controlled shareholder's accounts
at Fitzgerald-Talman to Sindler's controlled accounts at Adams
Securities at the pre-agreed prices.  Sindler then merged Triste
and Venga with other corporations.  Adams Securities later sold
the stocks to the public at prices in the $1 to $3 range.

     On October 27, 1993, Lovell, Wale, and other co-conspirators
were indicted by a federal grand jury in Las Vegas, Nevada on
charges of conspiracy, securities fraud and money
laundering.-[1]-  A trial in April and May of 1995 ended
with a deadlocked jury.  On  February 2, 1996, Lovell pled guilty
to aiding and abetting violations of the federal securities laws,
specifically Section 15(c)(2)(A) of the Exchange Act and Rule
15c2-11 thereunder.  In connection therewith, the indictment was
dismissed as to Lovell and Wale.

     In addition, the Commission instituted and simultaneously
settled administrative proceedings against Lovell and Wale
pursuant to which they are barred from participating in the
offering of any penny stock and Lovell is suspended from
appearing or practicing before the Commission pursuant to Rule
102(e)(3) of the Commission's Rules of Practice, provided that,
after a period of five years, he may reapply to the Commission to
have such suspension lifted.






---------FOOTNOTES----------
     -[1]-     Other    co-conspirators,   both    indicted   and
unindicted,  previously pled  guilty to  various securities  laws
violations including: Sindler, Adams, Glau and Nicholas Coscia, a
southern California attorney.