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U.S. Securities and Exchange Commission

Before the

Release No. 50301 / September 1, 2004

Admin. Proc. File No. 3-11625

IN THE MATTER OF Vladislav Steven Zubkis

On September 1, 2004, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 against Vladislav Steven Zubkis.

The Division of Enforcement (Division) alleges that on June 29, 2001, Zubkis was enjoined by the United States District Court for the Southern District of New York from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b), 15(b), and 15(c)(1) of the Securities Exchange Act of 1934 and Rules 10b-5, 15c1-2, 15c1-5, and 15c1-6 thereunder. In the underlying civil injunctive action, the Commission had alleged, among other things, that from June 1993 through at least May 1996, Zubkis orchestrated a fraudulent scheme to sell unregistered securities of Stella Bella Corporation, USA, now known as International Brands, Inc. ("IBI"), to investors through Z3 Capital Corporation ("Z3"), an unregistered broker-dealer. Zubkis caused IBI to issue more than 5,000,000 shares of common stock from October 1994 to May 1996. At least 2,100,000 of these shares were sold directly to investors. IBI was a penny stock. Zubkis controlled Z3, which sold at least 1,600,000 shares of IBI to investors. Zubkis also caused Z3 to issue, offer, and sell "Triple Crown Units" ("TCU") pursuant to a private placement memorandum to investors. There were no registration statements filed with the Commission or in effect as to the IBI and TCU securities sold to investors, and no exemptions or safe-harbors from registration were available for those sales. Zubkis and the Z3 salespeople also made material misrepresentations to investors who purchased the IBI common stock and TCU securities.

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 the opportunity to dispute these allegations, and to determine what remedial sanctions, if any, are appropriate.

The Commission directed that an administrative law judge shall issue an initial decision no later than 210 days from the date of service of this order.

Jonathan G. Katz

See also the Order in this matter


Modified: 09/01/2004