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U.S. Securities and Exchange Commission

Before the

Release No. 50052 / July 21, 2004

Administrative Proceeding
File No. 3-11553

In the Matter of Alnoor Jiwan

On July 21, 2004, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Section 17A of the Securities Exchange Act of 1934 (Exchange Act) against Alnoor Jiwan (Jiwan).

The Division of Enforcement (Division) alleges that on July 1, 2004, Jiwan was enjoined by the U.S. District Court for the District of Columbia from future violations of Sections 5 and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The Commission filed its complaint against Jiwan and others on September 25, 2003.

The Division also alleges that the complaint in the underlying injunctive action alleged that Jiwan was involved in a fraudulent pump and dump scheme to sell securities in Pay Pop, Inc., a now defunct company. The complaint alleged, among other things, that Jiwan accepted a series of bribes in exchange for which he agreed to have his employer, CIBC Mellon Trust Company (CIBC Mellon), serve as Pay Pop's transfer agent and issue Pay Pop stock, neither registered with the Commission nor exempt from registration, without restrictive legends as part of a pump and dump scheme. The complaint further alleged that Jiwan was advised by a Pay Pop principal that the company's former transfer agent would not agree to issue Pay Pop stock certificates without restrictive legends unless the stock was registered with the Commission or unless it received an attorney opinion letter confirming that the shares were exempt from registration, as required by United States law. Jiwan accepted bribes in the form of Pay Pop stock, placed in the name of a nominee in an effort to evade detection, in exchange for which Jiwan agreed that he would not require there to be a registration statement in effect for Pay Pop, or proof of any exemption from such registration for CIBC Mellon to issue legend-free Pay Pop stock. The complaint further alleged that, as a result, CIBC Mellon issued legend-free stock certificates representing at least 75 million shares of Pay Pop stock, which Pay Pop principals and others then sold on the open market.

A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Respondent an opportunity to dispute these allegations, and to determine what remedial sanctions, if any, are appropriate.

The Commission directed than an administrative law judge shall issue an initial decision no later than 210 days from the date of service of the Order Instituting Proceedings.

See also the Order in this matter



Modified: 07/21/2004