Michael I. Nnebe, Nelson C. Walker, and Hildreth J. Fleming, Jr. Brenda P. Murray, Chief Administrative Law Judge

SECURITIES EXCHANGE ACT OF 1934

RELEASE No. 50738 / November 24, 2004

ADMINISTRATIVE PROCEEDING

File No. 3-11647

I.

On September 14, 2004, the Securities and Exchange Commission ("Commission") entered an Order Instituting Public Administrative Proceedings and Notice of Hearing Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") ("Initial Order") against respondent Hildreth J. Fleming, Jr. ("Fleming").

II.

Fleming has submitted an Offer of Settlement of Hildreth J. Fleming, Jr. ("Offer") in these administrative proceedings, 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.C below, which are admitted, Fleming consents to the entry of the Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

Based on this Order and Fleming's Offer, the Commission finds that:

1. Fleming, age 30, worked at Fargo Holdings, Inc. ("Fargo") from approximately November 1998 through November 1999, where he cold-called investors to solicit purchases of Fargo stock. Between 1994 and November 1998, Fleming worked as a salesperson at several broker-dealers registered with the Commission. Fleming has never held any securities licenses and has always used aliases when selling stock.

2. In the injunctive action referenced in paragraph III.C. below, the Commission's Complaint alleged that, from at least November 1998 through at least November 1999, Fleming induced the investing public to buy shares of stock issued by Fargo, a non-operating Delaware corporation that purported to be a day-trading firm and/or a manufacturer of blue jeans, in an unregistered and non-exempt offering. As part of the fraud, Fleming: (a) solicited investors through a series of false or misleading statements including, inter alia, that Fargo would be imminently conducting an IPO and investors could resell their private placement shares at a substantial profit; (b) distributed offering memoranda to investors even though he knew, or was reckless in not knowing, that the materials contained material misstatements and omissions; and (c) was not registered as, or affiliated with, a broker-dealer at the time he sold shares of Fargo.

3. On March 15, 2004, the United States District Court for the Southern District of New York granted a default judgment against, among others, Fleming in SEC v. Nnebe, et al., 01 Civ. 5247 (S.D.N.Y.) ("Injunctive Action"), which, inter alia: (a) permanently enjoined Fleming from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a), of the Exchange Act, and Rule 10b-5 thereunder; (b) enjoined Fleming from participating in any offering of penny stock; and (c) ordered Fleming to disgorge $18,948.26, representing $15,000 in ill-gotten gains derived from his fraudulent conduct plus pre-judgment interest of $3,948.26, and pay a civil penalty in the amount of $75,000.

4. The relief issued against Fleming in the Injunctive Action arises from the same fraudulent conduct described in subparagraph B above.

IV.

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

Accordingly, it is hereby ORDERED:

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

Any reapplication for association by Fleming 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 Fleming, 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 ordered 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.