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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7814 / March 17, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 42541 / March 17, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10160

In the Matter of

VINCENT E. SERHAN,
Respondent.

ORDER INSTITUTING PUBLIC
ADMINISTRATIVE AND
CEASE-AND-DESIST
PROCEEDING, MAKING
FINDINGS AND IMPOSING
SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative and cease-and-desist proceeding pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be instituted against respondent Vincent E. Serhan ("Serhan").

II.

In anticipation of the institution of this administrative and cease-and-desist proceeding, Serhan has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding 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 that Serhan admits the jurisdiction of the Commission over him and over the subject matter of this proceeding, Serhan consents to the entry of this Order Instituting Public Administrative and Cease-and-Desist Proceeding, Making Findings and Imposing Sanctions ("Order").

Accordingly, IT IS ORDERED that a proceeding pursuant to Section 8A of the Securities Act and Sections 15(b) and 19(h) of the Exchange Act be, and hereby is, instituted.

III.

On the basis of this Order and Serhan's Offer, the Commission finds that:1

A. Respondent

Serhan, age 41, resides in Long Beach, California. From December 1995 to at least March 1998, Serhan was the secretary, treasurer and a director of Face to Face Financial Inc., dba FTF Financial Corp. ("FTF"). During the relevant period, from March 1994 to October 1996, Serhan was a registered representative with a registered broker-dealer.

B. Facts

From December 1995 to March 1998, FTF conducted four unregistered preferred stock offerings, raising over $4.3 million from approximately 400 investors nationwide. FTF's salespeople solicited potential investors nationwide by, among other things, cold-calling people whose names appeared on lead lists. Serhan, an officer and director of FTF, reviewed FTF's offering documents, authorized payment for lead lists for use in FTF's offerings, provided information to FTF's salespeople, which they used in their oral sales pitches to potential investors, and paid FTF's salespeople.

C. Legal Analysis

Sections 5(a) and 5(c) of the Securities Act prohibit the offer or sale of securities unless the securities are registered with the Commission or are exempt from registration. Serhan, by reviewing FTF's offering documents, authorizing payment for lead lists for use in FTF's offerings, providing information to FTF's salespeople, which they used in their oral sales pitches to potential investors, and paying FTF's salespeople, directly or indirectly, through the use of the means or instruments of transportation or communication in interstate commerce or the mails, offered to sell or sold securities, or, directly or indirectly, carried or caused such securities to be carried through the mails or in interstate commerce, for the purpose of sale or for delivery after sale. No registration statement has been filed with the Commission or has been in effect with respect to these securities, and the securities are not exempt from registration. By reason of the foregoing, Serhan willfully violated Sections 5(a) and 5(c) of the Securities Act.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Serhan and impose the sanctions specified in the Offer.

Accordingly, IT IS HEREBY ORDERED that:

A. pursuant to Section 8A of the Securities Act, Serhan cease and desist from committing or causing any violation and any future violation of Sections 5(a) and 5(c) of the Securities Act; and

B. Serhan be, and hereby is, suspended from association with any broker or dealer for a period of three months, effective on the second Monday following the entry of this Order; and

C. Serhan shall provide to the Commission within 10 days after the end of the three month suspension period described above, an affidavit that he has complied fully with the sanctions described in Paragraph B above.

By the Commission.

Jonathan G. Katz

Secretary


Footnotes

1 The findings herein are made pursuant to Serhan's Offer and are not binding on any other person or entity in this or any other proceeding.

http://www.sec.gov/litigation/admin/33-7814.htm


Modified:03/22/2000