U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Before the

Securities Exchange Act of 1934
Release No. 44192 / April 17, 2001

Administrative Proceeding
File No. 3-10456

In the Matter of Alpha Tech Stock Transfer and James W. Farrell

On April 17, 2001, the Commission issued an Order Instituting Administrative Proceedings against James W. Farrell and Alpha Tech Stock Transfer. In the Order, the Division of Enforcement ("Division") alleges that Alpha Tech, a registered transfer agent, willfully violated Sections 17(a)(3) and 17A(d) of the Securities Exchange Act of 1934 "Exchange Act") and Rule 17Ad-10 thereunder by failing to keep accurate books and records and by failing to buy in over-issued shares. It is also alleged that Farrell, who controls Alpha Tech, willfully aided and abetted Alpha Tech's violations.

The Division further alleges that Farrell caused Alpha Tech to issue stock certificates in April and June 1996 representing an aggregate of 3.4 million shares of the common stock of Say Yes Foods, Inc. without the authorization or knowledge of Say Yes. It is also alleged that Alpha Tech and Farrell failed to accurately record these issuances of stock in Alpha Tech's master securityholder and subsidiary files and failed to buy in shares equal to the over-issuance as required by regulation.

A hearing before an administrative law judge will be scheduled to determine whether the allegations against Farrell and Alpha Tech are true and, if so, to determine what remedial actions, if any, are appropriate in the public interest with respect to those respondents.


Modified: 04/18/2001