James L. George

SECURITIES EXCHANGE ACT OF 1934
Release No. 49128 / January 26, 2004

Admin. Proc. File No. 3-11382

In the Matter of JAMES L. GEORGE, Respondent.

: : : : : : : : : :

ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

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 James L. George ("George" or "Respondent").

II.

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 Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. George is a resident of New Bern, North Carolina. During 1998 and 1999, George acted as an unregistered broker.

2. On December 3, 2003, a final judgment of permanent injunction and other relief was entered by consent against George, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 15(a) of the Exchange Act, in the civil action entitled Securities and Exchange Commission v. James L. George, Paul E. Brodhagen and Michael J. Wright, Civil Action File Number 1:02-CV-3310-HTW, in the United States District Court for the Northern District of Georgia. The final judgment against George directed that he pay disgorgement in the amount of $157,787, prejudgment interest thereon in the amount of $50,786, and a civil penalty in the amount of $25,000. The final judgment directed that George pay the ordered amounts in a series of payments over a period of one year.

3. The Commission's complaint alleged that, during the period from in or about early 1998 to in or about late 1999, George and others, while acting as Facilitators in Tri-Star Investment Group, L.L.C. ("Tri-Star"), fraudulently offered and sold securities in unregistered transactions, as part of a larger scheme in which Tri-Star and its promoters sold Tri-Star securities to over 900 investors in at least 35 states, and raised over $15 million. The complaint further alleged that Tri-Star and its promoters initially represented that Tri-Star would invest in bank debentures and later claimed that it might invest in other international trade opportunities. The complaint also alleged that George and others offered and sold Tri-Star securities directly and led investors to expect profits of 20% per month in so-called 13-month trading programs, after an initial 90-day waiting period, and that George and others lacked a reasonable basis to project such profits. The complaint alleged that George thereby violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)], Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]. George consented to the entry of the final judgment of permanent injunction without admitting or denying the allegations contained in the Commission's complaint, except as to jurisdiction and venue.

IV.

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

Accordingly, it is hereby ORDERED:

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

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.