Ashley Nemiroff, Rocco Siclari, George A. Carhart, Howard Zelin, Carl D'elia, Craig A. Brandwein, and Donald R. Catapano

Securities Exchange Act of 1934
Release No. 50553 / October 18, 2004

Admin. Proc. File No. 3-11587

In the Matter of ASHLEY NEMIROFF, ROCCO SICLARI, GEORGE A. CARHART, HOWARD ZELIN, CARL D'ELIA, CRAIG A. BRANDWEIN, and DONALD R. CATAPANO, Respondents.

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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AS TO CARL D'ELIA

I.

In connection with previously instituted administrative proceedings on August 12, 2004 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Carl D'Elia ("D'Elia") 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 Sections II.D and II.E below, which are admitted, the Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions ("Order"), as set forth below.

II.

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

A. Respondent

D'Elia, a resident of Whitestone, New York, was employed as a registered representative at Worthington Capital Group, Inc, a defunct broker-dealer, during 1998. D'Elia held Series 7 and 63 licenses.

The Commission's Civil Action

B. On March 12, 2002, the Commission filed a civil injunctive action ("Civil Action") charging D'Elia and others with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder ("the antifraud provisions"). SEC v. Paul Skulsky, et al., 02 Civ. 1524 (DRH) (E.D.N.Y.). The Commission's complaint sought permanent injunctions, disgorgement and prejudgment interest, and civil penalties against the Respondent.

C. The complaint in the Civil Action alleged, among other things, that Paul Skulsky, an undisclosed control person of AppOnline.com ("AppOnline"), a now defunct mortgage banking firm, sought to manipulate the public market for AppOnline securities. As part of the scheme, during 1997 and 1998, Paul Skulsky ("Skulsky") paid kickbacks in the form of AppOnline stock and cash to the Respondent so that the Respondent would sell, or direct other registered representatives to sell, AppOnline stock to his retail customers. Specifically, Skulsky agreed to pay the Respondent kickbacks of between 45-50% to sell AppOnline stock, and the registered representatives then failed to disclose these payments to their customers.

D. On March 10, 2003, the United States District Court for the Eastern District of New York entered a partial consent judgment permanently enjoining D'Elia from future violations of the antifraud provisions.

Parallel Criminal Proceedings Concerning the Respondent

E. D'Elia has also been criminally charged with securities fraud concerning his conduct involving AppOnline. On December 17, 2002, D'Elia pled guilty to conspiracy to commit securities fraud. U.S. v. D'Elia, et al., 02 Cr. 00127 (DRH) (E.D.N.Y.).

III.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent D'Elia 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.