UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 37768 / September 30, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9137 _________________________ : In the Matter of : ORDER INSTITUTING PROCEEDINGS : PURSUANT TO SECTION 15(b)(6) Anthony Sarivola, : OF THE SECURITIES EXCHANGE ACT : OF 1934, MAKING FINDINGS, AND : IMPOSING REMEDIAL SANCTIONS Respondent. : _________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Anthony Sarivola ("Sarivola"). II. In anticipation of the institution of this administrative proceeding, Sarivola has submitted an Offer of Settlement 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 prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.100 et seq., and without admitting or denying any findings set forth herein, except as to jurisdiction and facts set forth in paragraphs III.A. and III.C.3 below, which he admits, Sarivola consents to the issuance of this Order Instituting Proceedings And Opinion And Order Pursuant To Section 15(b)(6) of the Exchange Act and to the entry of the findings and imposition of the remedial sanctions as set forth below. ==========================================START OF PAGE 2====== III. FINDINGS On the basis of this Order and Sarivola's Offer of Settlement, the Commission finds that:-[1]- A. Respondent Sarivola [also known as Anthony Martelli and Anthony Steele] was from October 1991 onward the undisclosed owner, promoter participating in the offering of a penny stock and control person of Leona Enterprises, Inc. ("Leona") and its related companies, including, among others, Milan National, Milan International, Standard Investment Holdings, Inc. ("Standard") and Eurobanc Ltd. ("Eurobanc"). Sarivola was permanently enjoined from violating Sections 10(b) and 7(f) of the Exchange Act, Rule 10b-5 thereunder, and Regulation X promulgated by the Board of Governors of the Federal Reserve System, on November 8, 1991 in SEC v. Sarivola, Civ. No. C-90-1098C (W.D. Wa.), and criminally convicted of wire fraud on January 21, 1992 in United States v. Sarivola, S-91-084 (D. Md.). B. Related Parties 1. Leona, a blind pool formed in 1987, was incorporated in Delaware. Leona was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C.  78o(d). Leona's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Leona was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Leona common stock was less than five dollars per share. At no time relevant to this matter did Leona have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. ---------FOOTNOTES---------- -[1]- The findings herein are solely for the purposes of these proceedings and are not binding on any other person or any respondent in any other proceeding. ==========================================START OF PAGE 3====== 2. Milan National, was at all relevant times a private Delaware corporation formed in 1991. 3. Milan International, was at all relevant times a private Delaware corporation formed in 1991. 4. Standard was incorporated in New Jersey on August 15, 1991 and was at all relevant times a private company controlled by Sarivola. Standard was purportedly the parent company of Milan National. 5. Eurobanc was at all relevant times a private shell corporation formed in St. Lucia, West Indies on December 17, 1991. C. FACTS 1. On October 31, 1995, the Commission filed a complaint in the United States District Court for the Southern District of New York, SEC v. Anthony Sarivola, et al., 95 Civ. 9270 (RPP) against, among others, Sarivola, Leona, Milan National, Milan International and certain of their officers, directors, control persons and promoters. The Complaint charges the defendants with violations of various registration, antifraud, corporate reporting, and books and records provisions of the federal securities laws. 2. The Commission's Complaint alleges, among other things, as follows: From in or around September 1991 through August 1992, Sarivola orchestrated a scheme to inflate the reported assets of Leona and its affiliates, including Standard, Milan International, Milan National and Eurobanc, by tens of millions of dollars. Sarivola disseminated false financial information in press releases, promotional materials and in filings with the Commission. Sarivola and certain other defendants failed to disclose in Commission filings that Leona and its affiliates were controlled by Sarivola, and that, within the preceding five years, Sarivola had been permanently enjoined from violations of the antifraud provisions of the federal securities laws and criminally convicted of fraud. The purpose of the defendants' deceptive scheme was to increase artificially the demand for Leona's securities so that Sarivola and certain other defendants could profit from their subsequent sales of Leona securities. 3. On August 28, 1996, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to jurisdiction, Sarivola consented to the entry of a final ==========================================START OF PAGE 4====== judgment of permanent injunction. On September 26, 1996, the Court (i) permanently enjoined Sarivola from future violations of Sections 5 and 17(a) of the Securities Act of 1933 and Sections 7(f) and 10(b) of the Exchange Act, and Rules 10b-5, 13b2-1, 13b2-2, and Regulation X promulgated by the Board of Governors of the Federal Reserve System, and as a controlling person, from violations of Sections 13(b)(2), 13(d) and 15(d) of the Exchange Act, and Rules 12b-20, 13d-1, 15d-1 and 15d-11 thereunder; (ii) barred Sarivola from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, or that is required to file reports pursuant to Section 15(d) of the Exchange Act; and (iii) ordered Sarivola to pay disgorgement of $1,685,000, plus prejudgment interest on the amount to be disgorged, plus a civil penalty of $600,000 pursuant to the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. IV. ORDER IMPOSING SANCTIONS Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement submitted by Sarivola, and accordingly, IT IS HEREBY ORDERED, effective immediately, that Sarivola be, and hereby is, barred from participating in any offering of penny stock, including (i) acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of their issuance of or trading in any penny stock, or (ii) inducing or attempting to induce the purchase or sale of any penny stock. By the Commission. Jonathan G. Katz Secretary