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

United States of America
before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 48427 / September 2, 2003

Administrative Proceeding
File No. 3-11239

In the Matter of





The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Scott Alexander Gryskiewicz ("Respondent").


In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which 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 to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.


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

1. Gryskiewicz was associated as a registered representative with various brokers that were registered with the Commission, including: a) from June 1998 through December 1998, AC Financial, Inc.; 2) from April through May 1998, Andrew, Alexander, Wise & Company Incorporated; 3) from March 1998 through April 1998, Roan Capital Partners L.P.; 4) from September through December 1997, First National Equity, Corp.; 5) from January through March 1997, Winchester Investment Securities, Inc.; 6) from October 1996 through December 1996, Smith, Benton & Hughes, Inc.; 7) from January 1996 through October 1996, Euro-Atlantic Securities, Inc.; 8) from September through December 1995, Vision Investment Group, Inc.; and 9) during August 1995, Toluca Pacific Securities Corp. Gryskiewicz, 32 years old, is a resident of Nutley, New Jersey.

2. On July 16, 2003, a partial judgment was entered by consent against Gryskiewicz, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 15(a)(1) and 15(c)(1) of the Exchange Act and Rules 10b-3, 10b-5, and 15c1-2 thereunder in the civil action entitled Securities and Exchange Commission v. Scott Alexander Gryskiewicz et. ano, 98 Civ. 7688 (NG), in the United States District Court for the Eastern District of New York. Gryskiewicz executed his consent to the Partial Judgment without admitting or denying the allegations of the Commission's Complaint, filed on December 17, 1998.

3. The Commission's Complaint alleged that since approximately May 1998 through December 1998, Gryskiewicz had been unlawfully acting as an unregistered broker, directly and through an office that he operated in Lodi, New Jersey ("Lodi Office"). In the course of his unlawful activity as an unregistered broker, Gryskiewicz obtained approximately $160,000 by offering and selling to at least 71 investors unregistered securities in the form of units consisting of common stock and warrants ("Units") issued by Pan American Securities, Inc. ("Pan American").

4. The Commission's complaint further alleged that Gryskiewicz and others in the Lodi Office made telephonic "cold calls" and offered and sold the Pan American Units to investors by means of a variety of false and misleading representations, including false claims that: a) Pan American was about to make an initial public offering ("IPO"); b) the Pan American Units were freely tradable, when they were restricted; and c) the Pan American Units could be sold for a substantial profit after the purported IPO.

5. The Complaint further alleged that Gryskiewicz also embarked on another fraudulent offering. Between at least October 1998 and December 1998, Gryskiewicz attempted to solicit investments in a purported private placement of unregistered common stock and warrants issued by Freetrade.com, Inc. ("Freetrade"). In the course of offering Freetrade securities, Gryskiewicz disseminated a private placement memorandum that falsely represented that the offered Freetrade securities are "immediately tradable," when they are, in fact, restricted.


In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Gryskiewicz's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, Respondent Gryskiewicz be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz



Modified: 09/02/2003