==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Administrative Proceeding File No. 3-8805 Securities Act of 1933 Release No. 7402 / March 13, 1977 Securities Exchange Act of 1934 Release No. 38396 / March 13, 1997 _________________________ In the Matter of : ORDER OF THE COMMISSION MAKING : FINDINGS AND IMPOSING REMEDIAL Kevin N. Campbell : SANCTIONS AND A CEASE-AND-DESIST : ORDER _________________________ I. In these proceedings ordered pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), 1 Respondent Kevin N. Campbell ("Campbell") has submitted an Offer of Settlement ("Offer") which the Securities and Exchange 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, Campbell consents to the entry of this Order of the Commission Making Findings and Imposing Remedial Sanctions and Cease-and-Desist Order as to Kevin N. Campbell and admits the jurisdiction of the Commission with respect to and the matters set forth in this Order. II. On the basis of Campbell's Offer, the Commission finds 2 that: A. The Initial Decision of the Administrative Law Judge 1 The Order for Public Proceeding in this matter was issued on September 11, 1995. 2 The findings herein are made pursuant to Campbell's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 2====== issued October 18, 1996 ("Initial Decision"), shall become the final order of the Commission except as set forth below in paragraphs II. D and III. A.-III. D. B. As found in the Initial Decision, Campbell was associated with a registered broker-dealer, Rockefeller, Rothschild & Steele from approximately March 1993 through August 1994. As set forth in more detail in the Initial Decision,Campbell committed the below violations in connection with his sales of the stock of Balance For Life, Inc. ("BFL"). Campbell sold 86,000 units of BFL securities to eleven investors for proceeds of $258,000. In making these sales of unregistered BFL stock, Campbell violated the anti-fraud provisions cited below in that he failed to conduct appropriate investigation of BFL securities under the circumstances and represented, inter alia, that BFL had filed a registration statement with the Commission and that its securities would soon publicly trade. C. As found in the Initial Decision, Campbell willfully violated Sections 5(a) and (c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. D. It is appropriate in this matter for Campbell to pay disgorgement and a civil penalty. Respondent has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement or a civil penalty. The Commission has reviewed the sworn financial statement and other evidence provided by Respondent and has determined that Respondent does not have the financial ability to pay disgorgement of $28,380 plus prejudgment interest or a civil penalty. III. In view of the foregoing, the Commission finds that it is in the public interest to impose sanctions specified in the Offer of Settlement. Accordingly, IT IS ORDERED that: A. Campbell is barred from association with any broker- dealer, investment company, investment adviser or municipal securities dealer. B. Campbell cease and desist from committing or causing any violations and future violations of Sections 5(a) and (c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. C. Disgorgement is fixed in the amount of $28,380 plus ==========================================START OF PAGE 3====== prejudgment interest, but the payment of such amount be waived based upon Respondent's demonstrated financial inability to pay. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: 1) reopen this matter to consider whether Respondent provided accurate and complete financial information at the time such representations were made; 2) determine the amount of civil penalty to be imposed; 3) determine the amount of disgorgement and prejudgment interest to order; and 4) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Respondent's offer of settlement had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Respondent was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Respondent may not, by way of defense to any such petition, contest the findings in this Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. D. Campbell comply with the undertaking contained in his Offer not to contest an application by the Commission in connection with the Commission's action in his bankruptcy proceeding 3 that the disgorgement amount of $28,380 is not discharged by his bankruptcy. By the Commission. Jonathan G. Katz Secretary 3 Securities and Exchange Commission v. Kevin Neal Campbell (Adversary proceeding 96-1459 RJB, In re: Kevin Neal Campbell, Gina Lea Campbell, bankruptcy proceeding 96- 16172 SBB, D. Colo.)