Joseph E. Stephenson, individually and doing business as Stephenson Investment Opportunities

SECURITIES ACT OF 1933
Release No. 7804 / February 28, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10153

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that public cease-and-desist proceedings against Joseph E. Stephenson, individually and doing business as Stephenson Investment Opportunities ("Respondent"), be instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act").

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement ("Offer"), that 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 set forth herein, except that Respondent admits the Commission's jurisdiction over him and over the subject matter of these proceedings, Respondent has consented to the entry of this Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order ("Order") and to the entry of the cease-and-desist order set forth below.

On the basis of this Order and the Offer submitted by Respondent, the Commission finds that:

A. Stephenson, age 60 and a resident of Richardson, Texas, used the fictitious business name of Stephenson Investment Opportunities (SIO) to establish an Internet website.

B. From May 1998 through November 1999, Respondent's SIO Internet website offered for sale securities in the form of participation interests in "bank debenture forfaiting" and/or "block funds trades" that purportedly lasted for a one year time period;

C. From May 1998 through November 1999, Respondent offered for sale securities without a registration statement filed with the Commission;

D. In furtherance of his solicitations, Respondent made materially false and misleading statements and omissions, including, among other things, that the securities offered existed, that certain investments had a historical record of producing a return of 500 percent, and that such investments were available to prospective purchasers;

E. Respondent took no reasonable steps to verify whether the securities being offered existed and were available to potential investors or whether the representations made on his website were true. Respondent used and published materials without establishing or investigating their accuracy or veracity; and,

F. As a result of the foregoing, Respondent violated Sections 5(c), 17(a)(1) and 17(a)(3) of the Securities Act by, among other things, during the period of May 1998 through November 1999, offering for sale securities without a registration statement filed with the Commission, and using the means or instruments of transportation or communication in interstate commerce or by use of the mails, to employ devices, schemes, or artifices to defraud, or to engage in transactions, practices and courses of business which operated or would operate as a fraud or deceit upon a purchaser in the offer or sale of a security.

In view of the foregoing, the Commission finds that it is appropriate to impose the sanctions specified in the Offer.

Accordingly, it is hereby ordered, pursuant to Section 8A of the Securities Act, that Respondent, Joseph E. Stephenson, cease and desist from committing or causing any violation and any future violation of Sections 5(c), 17(a)(1) and 17(a)(3) of the Securities Act.

By the Commission.

Jonathan G. Katz

Secretary