UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39279 / October 27, 1997 INVESTMENT ADVISERS ACT OF 1940 Release No. 1680 / October 27, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9482 - - - - - - - - - - - - - - - x : : ORDER INSTITUTING PUBLIC : PROCEEDINGS PURSUANT TO In the Matter of : SECTIONS 15(b) AND 19(h) OF : THE SECURITIES EXCHANGE ACT OF THE BRADBURY FINANCIAL : 1934 AND SECTIONS 203(e) AND GROUP, INC. and RANDALL : (f) OF THE INVESTMENT ADVISERS E. BRADBURY, : ACT OF 1940, MAKING FINDINGS, : AND IMPOSING REMEDIAL : SANCTIONS Respondents. : - - - - - - - - - - - - - - - x I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against The Bradbury Financial Group, Inc. ("BFG") and Randall E. Bradbury ("Bradbury") pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") and Sections 203(e) and (f) of the Investment Advisers Act of 1940 ("Advisers Act"). II. In anticipation of the institution of these administrative proceedings, BFG and Bradbury have submitted Offers of Settlement ("Offers") to the Commission, 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 in which the Commission is a party, and without admitting or denying the findings contained herein, except as to jurisdiction and facts set forth in paragraphs III.A. through III.C. below, which are admitted, BFG and Bradbury consent to the issuance of this Order Instituting Public Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 and Sections 203(e) and (f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions ("Order"). Accordingly, IT IS ORDERED that an administrative proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act and Sections 203(e) and (f) of the Advisers Act be, and hereby are, instituted against BFG and Bradbury. III. On the basis of this Order and the Offers, the Commission makes the following findings: A. Since in or about April 1992, BFG has been registered with the Commission as an investment adviser. B. Bradbury was at all relevant times the president and sole shareholder of BFG. From at least January 1992 through approximately March 1993, Bradbury was also associated with a broker-dealer registered with the Commission. C. On October 7, 1997, BFG and Bradbury were permanently enjoined by the United States District Court for the Northern District of New York in SEC v. Randall E. Bradbury, The Bradbury Financial Group, Inc., and T.B.F.G. International, Ltd., 96 CV 758 (RSP/DNH), from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) and (c) of the Exchange Act, and Rules 10b-3, 10b-5, 10b-10, and 15c1-2 thereunder, and Sections 206(1), (2), and (3) of the Advisers Act. D. The Commission's complaint in the above-referenced action alleged, inter alia, as follows: 1. From at least February 1992 through approximately February 1994, Bradbury, BFG, and T.B.F.G. International, Ltd. ("TBFG"), another company controlled by Bradbury, defrauded approximately 80 investors by making materially false and misleading statements concerning the issuers of securities that Bradbury recommended and/or sold. Bradbury also failed to disclose material conflicts of interest with respect to certain investments, recommended unsuitable investments, and acted as an unregistered broker- dealer. Many of Bradbury's victims were retirees and other persons of limited means, and many of them met Bradbury through an evangelical church group. The investments are now worthless. 2. As part of such conduct, Bradbury sold and recommended to advisory clients and other investors stock in Carib Med, Inc. ("Carib Med"), a now defunct developmental pharmaceutical company also known as H. E. Stanley Pharmaceuticals, Inc. Among other things, Bradbury made false and misleading statements concerning the anticipated appreciation of the stock price and omitted material information concerning Carib Med's poor financial condition. Bradbury failed to disclose to investors that he was selling them his own shares of Carib Med stock and failed to disclose his receipt of commissions from the sale of securities of two other now defunct start-up companies, Advanced Financial Group, Inc. ("AFG") and International Consumers Bureau, as well as the fact that AFG was Bradbury's brother's company. ======END OF PAGE 2====== 3. In addition, Bradbury and TBFG fraudulently induced investors to purchase TBFG stock, bonds, and notes. In soliciting investors, Bradbury made false and misleading statements concerning TBFG's purported plans to make a public offering, TBFG's financial condition, and the status of TBFG's purported projects in the newly independent states of the former Soviet Union -- which supposedly included, among other things, gold mining, development and upgrading of telecommunications systems, and the export of caviar. Bradbury and TBFG also defrauded investors by disseminating financial projections which predicted millions of dollars in profits without any reasonable basis, and by failing to disclose the numerous hurdles that would have to be overcome before any of TBFG's purported projects could result in actual revenues for TBFG. TBFG never completed arrangements for financing any of its supposed major projects, and never earned more than several hundred dollars in revenue, all from importation and sale of Russian craft items. IV. Based upon the foregoing, the Commission deems it appropriate and in the public interest to accept Respondents' Offers, and, accordingly: IT IS HEREBY ORDERED, effective immediately, that Respondent Bradbury be, and hereby is, barred from associating with any broker, dealer, investment company, investment adviser, or municipal securities dealer; IT IS HEREBY ORDERED, effective immediately, that Respondent BFG's registration as an investment adviser be, and hereby is, revoked. By the Commission. Jonathan G. Katz Secretary