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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. 7957 / March 1, 2001

SECURITIES EXCHANGE ACT OF 1934
Release No. 44027 / March 1, 2001

ADMINISTRATIVE PROCEEDING
File No. 3 - 9147


In the Matter of

Gamal Marwan


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ORDER MAKING FINDINGS,
IMPOSING REMEDIAL SANCTIONS
AND IMPOSING A CEASE-AND-
DESIST ORDER

I.

In connection with a public administrative proceeding instituted against him pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Gamal Marwan ("Marwan") has submitted an Offer of Settlement ("Offer") to the Securities and Exchange Commission ("Commission"), 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 as to jurisdiction which is admitted, Marwan consents to the entry of the findings and orders set forth below.

II.

On the basis of this Order Making Findings, Imposing Remedial Sanctions, and Imposing a Cease-and-Desist Order ("Order") and the Offer submitted by Marwan, the Commission makes the following findings1:

A. Gamal Marwan ("Marwan"), at the time of the conduct in question was 29 years old, and a resident of California.

B. Churchill Technology, Inc. is a bio-technology company. The company's securities are penny stocks and are registered with the Commission pursuant to Section 12(g) of the Exchange Act and are listed on the Over-the-Counter Bulletin Board under the symbol CHUR.

C. During the period from at least in or about August 1996 through October 1996, Marwan offered to pay, and did pay, undisclosed compensation to person(s) whom he believed to be registered representative(s) or registered principal(s), to induce such registered representatives, registered principals or persons to purchase the common stock of CHUR for the accounts of customers. For example, on or about October 2, 1996, Marwan transferred 15,000 shares of CHUR stock to a broker-dealer which was undisclosed compensation for previous purchases of 66,000 shares of CHUR at prices ranging from approximately $0.16 to $0.18 per share by the broker-dealer. Accordingly, Marwan willfully violated, and committed and caused violations of, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

III.

Based on the foregoing, the Commission deems it appropriate in the public interest to impose the sanctions and issue the cease-and-desist order as specified in the Offer of Settlement.

Accordingly, IT IS HEREBY ORDERED that:

1. Respondent Marwan, effective immediately, cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder;

2. Respondent Marwan, effective immediately, be and hereby is barred from participation in penny stock offerings; and

3. Respondent Marwan, prior to the close of business on the thirtieth business day after the date of the Order, pay disgorgement in the amount of $9,000, plus interest from August 1996 to the date of the Order, to the United States Treasury. 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 U.S. Securities and Exchange Commission; (c) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Mail Stop 0-3, 6432 General Green Way, Alexandria, Virginia 22312; and (d) submitted under cover letter which identifies Gamal Marwan as the Respondent in this proceeding, the file number of this proceeding, 3-9147, and a copy of which cover letter and money order or check shall be sent to Wayne M. Carlin, Senior Associate Regional Director, Securities and Exchange Commission, Northeast Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048.

By the Commission.

Jonathan G. Katz
Secretary


Footnote
1 Any findings contained herein are made pursuant to Respondent Marwan's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding.

http://www.sec.gov/litigation/admin/33-7957.htm


Modified: 03/05/2001