SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.

          LITIGATION RELEASE NO.  15874 / September 9, 1998

          ACCOUNTING AND AUDITING ENFORCEMENT
          RELEASE NO. 1075 / September 9, 1998

          SECURITIES  AND EXCHANGE COMMISSION v. JOSEPH DIMAURO, STEPHEN
          DILORENZO, MUJAHID  BASHIR AND JOEL PENSLEY,  No. 98 Civ. 6349
          (LAP)  (S.D.N.Y.  filed  Sept. 9, 1998)

            COMMISSION BRINGS ACTION FOR ANTIFRAUD, REGISTRATION, AND
                    OTHER VIOLATIONS AGAINST MICROCAP COMPANY
                        OFFICERS, DIRECTORS, AND ATTORNEY

          The Securities and Exchange  Commission  ("Commission")  today
          filed  a  Complaint against Joseph DiMauro, Stephen DiLorenzo,
          and Mujahid Bashir, former principal officers and directors of
          Visual Cybernetics  Corp.,  a  microcap, start-up company, and
          against Joel Pensley, the company's  outside counsel, alleging
          violations of the antifraud, registration, books, records, and
          accounts  and  internal  controls provisions  of  the  federal
          securities laws.

          The Complaint, filed in the  United  States District Court for
          the Southern District of New York, alleges the following:

          DiMauro,  DiLorenzo  and  Pensley  implemented   a  scheme  to
          circumvent   the   registration  requirements  for  sales   of
          securities to the public.

          DiMauro  and  Bashir  misappropriated   $580,000  from  Visual
          Cybernetics.   To  hide  the  misappropriations,  DiMauro  and
          Bashir  prepared and signed Visual  Cybernetics  filings,  and
          DiMauro  prepared   a  Visual  Cybernetics  private  placement
          memorandum, that misrepresented  and omitted information about
          the amount of money that DiMauro and  Bashir were compensated.
          DiMauro also falsified Visual Cybernetics' books, records, and
          accounts to hide further the misappropriations.

          Pensley  prepared,  and DiMauro and DiLorenzo  signed,  Visual
          Cybernetics filings that  omitted any discussion of a material
          provision  of  the  agreement   by  which  Visual  Cybernetics
          acquired Compass Rose Chartering Corp. Compass Rose was Visual
          Cybernetics'  primary  source  of  revenue,  and  the  omitted
          provision enabled Compass Rose to rescind  the  acquisition if
          Visual Cybernetics filed for bankruptcy.  DiMauro  and Pensley
          also   prepared   a   Visual   Cybernetics  private  placement
          memorandum that omitted any discussion of the provision.

          DiLorenzo fabricated an agreement  purporting  to  modify  the
          Compass  Rose  acquisition  agreement  and  filed  it with the
          Commission.    The  modified  agreement  purportedly  expanded
          Compass Rose's right  to  rescind  the acquisition by allowing
          rescission  to  be  based  upon insolvency  rather  than  only
          bankruptcy.    Immediately   after   filing   the   fabricated
          agreement,   DiLorenzo  relied  upon   it   to   rescind   the
          acquisition.

          DiMauro failed  to  make  certain that Visual Cybernetics kept
          and maintained accurate books, records, and accounts, and that
          it devised and maintained internal accounting controls.

          Without admitting or denying  any  of  the  allegations in the
          Complaint, except as to jurisdiction, DiMauro consented to the
          entry  of  a final judgment that (a) permanently  enjoins  him
          from future  violations  of  Sections 5(a), 5(c), and 17(a) of
          the Securities Act of 1933 ("Securities Act"), Sections 10(b),
          13(a),  13(b)(2)(A),  13(b)(2)(B),   and   13(b)(5)   of   the
          Securities Exchange Act of 1934 ("Exchange Act"), and Exchange
          Act  Rules  10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1; (b) bars
          him from serving  as  an  officer  or  director  of any public
          company; and (c) orders him to disgorge his ill-gotten  gains,
          plus   prejudgment   interest   thereon,  but,  based  on  his
          demonstrated inability to pay, waives  such  disgorgement  and
          does not impose civil penalties.

          The litigation is continuing against the remaining defendants.
          As to them, the Complaint seeks the following:

          (a)   a   permanent  injunction,  officer  and  director  bar,
          disgorgement  plus  prejudgment  interest, and civil penalties
          against Bashir for violations of Sections  10(b)  and 13(a) of
          the Exchange Act and Exchange Act Rules 10b-5, 12b-20,  13a-1,
          and 13a-13;

          (b)  a  permanent  injunction,  officer  and director bar, and
          civil penalties against DiLorenzo for violations  of  Sections
          5(a)  and  5(c)  of the Securities Act, Sections 10(b), 13(a),
          and 13(b)(5) of the  Exchange Act, and Exchange Act Rules 10b-
          5, 12b-20, 13a-11, and 13b2-1; and

          (c) a permanent injunction and civil penalties against Pensley
          for  violations of Sections  5(a),  5(c),  and  17(a)  of  the
          Securities  Act,  Section  10(b)  of  the  Exchange  Act,  and
          Exchange Act Rule 10b-5.

          The Commission also brought enforcement actions against Visual
          Cybernetics' auditors. See Litigation Release No. 15873 (Sept.
          9, 1998) and Release No. 33-7573 (Sept. 9, 1998).

          This Enforcement action is 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.