EDWIN H. NORDLINGER (EN-6258)
Deputy Regional Director
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Northeast Regional Office
233 Broadway
New York, NY 10279
(646) 428-1630

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION, v. SAVE THE WORLD AIR, INC., JEFFREY ALAN MULLER, and BILLY BLACKWELDER, Defendants.

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01 Civ. COMPLAINT

Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint against defendants Save the World Air, Inc. ("STWA"), Jeffrey Alan Muller ("Muller"), and Billy Blackwelder ("Blackwelder") (collectively, the "Defendants"), alleges as follows:

PRELIMINARY STATEMENT

1. From at least February 23, 1999 through at least April 17, 2001, Defendants STWA and Muller, STWA's former chief executive officer and president, engaged in a fraudulent scheme to manipulate the market for stock in STWA, a public company. STWA and Muller used press releases, Internet postings, an elaborate Internet website, and televised media events to disseminate false and materially misleading information about STWA's product and commercial prospects. STWA's and Muller's actions artificially inflated the price and trading volume of STWA stock, causing its market capitalization to be as much as $218,728,062, based on a stock price as high as $14. At the same time he publicly promoted STWA, Muller privately sold millions of shares of restricted STWA stock that, if sold at then-prevailing market prices, would have provided him with over $9 million in personal profits. Muller concealed these sales by failing to disclose in Commission filings, as required, any changes in his beneficial ownership in STWA. Defendant Blackwelder, STWA's marketing consultant, engaged in at least part of the scheme and received undisclosed shares of STWA for his participation.

2. STWA's business purportedly involves the manufacture, licensing, and distribution of a device for motor vehicles called the "Zero Emission Fuel Saver" ("ZEFS"). Arranged by Muller, STWA engaged in a promotional media campaign to generate interest in STWA and the ZEFS. The promotional information distributed by STWA falls generally into two categories: (a) announcements of significant licensing agreements and other important business developments; and (2) announcements concerning public automotive demonstrations that purportedly proved or would prove that the ZEFS materially reduces emissions and improves fuel economy in motor vehicles. The foregoing representations by STWA were false and misleading and were made without reasonable basis in fact. The purported licensing agreements and other purported business events simply did not exist, and the ZEFS demonstrations did not prove that the ZEFS actually worked as represented.

3. Blackwelder prepared and arranged to have issued at least one false press release announcing a major licensing deal. That transaction did not exist. Blackwelder also posted positive messages about STWA on an Internet stock message board without disclosing, as required, that he received shares of STWA as payment for the promotion. Blackwelder's postings were materially misleading because they created the impression that Blackwelder was expressing unbiased views about STWA and its stock, when he was actually a paid promoter.

4. STWA's financial statements and disclosures, in at least nine reports that Muller signed and STWA filed with the Commission, were false and materially misleading. These filings reported revenue for the period ending December 31, 1999 in the amount of $125,000 for the sale of a license for the ZEFS. In fact, this purported sale never occurred, and the associated false revenues caused STWA's reported revenues to be materially overstated.

5. STWA and Muller, directly or indirectly, have engaged in transactions, acts, practices, and courses of business which constitute violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. §77q(a)], Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]. In addition, STWA and Muller, as a control person of STWA pursuant to Section 20(a) of the Exchange Act, have engaged in violations of Sections 13(a) and 13(b) of the Exchange Act [15 U.S.C. §§78m(a) and 78m(b)], and Rules 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder [17 C.F.R. 240.12b-20, 240.13a-1, 240.13a-13, 240.13b2-1]. Muller also engaged in violations of Section 16(a) of the Exchange Act [15 U.S.C. §78p(a)] and Rules 16a-2 and 16a-3 thereunder [17 C.F.R. 240.16a-2, 240.16a-3]. Finally, Blackwelder, directly or indirectly, has engaged in violations of Section 17(b) of the Securities Act [15 U.S.C. § 77q(b)], Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].

6. STWA, Muller, and Blackwelder, unless restrained and enjoined by this Court, will continue to engage in the transactions, acts, practices, and courses of business described herein, and in transactions, acts, practices, and courses of business of a similar type and object. By this action, the Commission seeks permanent injunctive relief, disgorgement, civil money penalties, an officer and director bar against Muller, an accounting, and other relief.

JURISDICTION AND VENUE

7. The Commission brings this action pursuant to Sections 20(b), 20(d) and 20(e) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d) and 77t(e)] and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)].

8. This Court has jurisdiction over this action pursuant to Sections 20(d)(1) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(d)(1) and 77v(a)] and Sections 21(d)(3)(A), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d)(3)(A), 78u(e), and 78aa].

9. In connection with the transactions, acts, practices, and courses of business described in this Complaint, each of the defendants, directly or indirectly, has made use of the means and instrumentalities of interstate commerce, of the mails, and/or of the means and instruments of transportation or communication in interstate commerce. Certain of the transactions, acts, practices and courses of business alleged below occurred in the Southern District of New York including, but not limited to, STWA maintaining its principal United States office in the Southern District of New York at 1285 Avenue of the Americas, New York, New York.

THE DEFENDANTS

10. STWA is a Nevada corporation headquartered in Australia. At all relevant times, its principal offices in the United States were located at 1285 Avenue of the Americas in New York, New York. STWA's common stock is registered with the Commission under Section 12(g) of the Exchange Act. Until July 20, 2000, STWA stock was quoted on the over-the-counter bulletin board ("OTCBB") under the ticker symbol ZERO. On July 20, 2000, the Commission temporarily suspended trading of STWA securities. STWA's stock currently is quoted on the "pink sheets."

11. Muller, age 49, is a citizen and resident of Australia. At all relevant times, he was the president and CEO of STWA. He also is the president and CEO of another company called Save the World Technologies.

12. Blackwelder, age 37, is a resident of San Diego, California. Blackwelder is a freelance consultant who, in or about July 2000, became a marketing consultant for STWA.

FACTS

A. STWA's False and Materially Misleading Promotional Campaign

13. Beginning in early 1999, and principally from in or about February 2000 through at least August 2000, STWA and Muller engaged in a fraudulent promotional campaign concerning STWA and the ZEFS. STWA and Muller distributed a barrage of promotional information about STWA and the ZEFS through, among other means, press releases, a company Internet website (www.savetheworldair.com), videotapes of demonstrations of the ZEFS, television appearances, and Internet postings (together generally, the "promotional materials"). Individually and as a whole, the promotional materials were false and/or materially misleading. Muller personally prepared, reviewed, and/or ratified all of STWA's promotional materials. Blackwelder prepared and ordered the distribution of at least one press release.

STWA Announced Non-Existent Business Deals and Developments

14. On February 23, 1999, STWA issued a press release announcing the sale of the ZEFS device to Pancorp Australia Pty. Ltd. ("Pancorp"). STWA reported that it had "received a 5% cash deposit for the $2.5 million (Australian dollars) sale." The announcement further quoted Muller as stating, "[w]e believe that our estimated revenue projections of 20 cents per share for the first quarter can now be achieved."

15. On May 16, 2000, STWA issued a press release re-announcing the Pancorp deal, describing the transaction as "the finalization and signing of the first major distribution License for the [ZEFS] device." The announcement stated that the license was "initiated verbally [in 1999] and is now signed, sealed and delivered with a total value to [STWA] of $1.5 million dollars and a cash deposit of $125,000 dollars which was paid to the company last year."

16. Both the February 23, 1999 and the May 16, 2000 press releases were false. Pancorp never signed a contract with STWA to purchase a distribution license for the ZEFS. Moreover, Pancorp never paid SWTA $125,000 or any amount.

17. On June 29, 2000, STWA issued a press release titled "Save The World Air, Inc. Announces that Ford Motor Company is Interested in a Test." This press release announced "contact initiated by" the "major automobile manufacturer" Ford. The release stated "STWA has been involved in discussions with Ford about testing the ZEFS device. STWA is looking foreward [sic] to working with Ford to set up a test on a new car."

18. The June 29, 2000 press release was false and misleading. As of June 29, 2000, STWA was not "in discussions" about anything with Ford. Ford's interaction with STWA was limited to two brief telephone calls in November 1999 - seven months before the June 29 press release was issued. In those conversations, Ford employees told Muller that any interest by Ford was conditional on Ford's receipt of a completed Ford confidentiality agreement and its receipt of reliable, EPA-standardized data on whatever tests had been performed on the ZEFS. Muller never sent Ford a completed confidentiality agreement or any EPA-standardized data, and no one from STWA ever worked with Ford to set up a test on a new car.

19. On September 18, 2000, STWA issued a press release, drafted by Blackwelder, announcing that "[STWA] was awarded a contract by Tibby's Auto Supplies, Ltd. ["Tibby's"], a leading automotive parts and accessories supply firm in Jamaica, to provide the [ZEFS] to its dozen outlets located in and around major cities in Jamaica." The press release described the purported contract as an "exclusive Agreement ... for a five-year term and ... worth a guaranteed minimum of $4 million in royalty payments to [STWA]."

20. The September 18, 2000 press release was false. Tibby's never formed a contract or agreement with STWA whereby STWA would provide Tibby's with the ZEFS. Moreover, Tibby's never paid STWA any amount in royalties or otherwise.

21. Other STWA promotional materials misleadingly portrayed the likelihood of widespread commercial success of the ZEFS device. For example, a press release dated February 10, 1999 stated that the company is "currently selling rights to fit the [ZEFS] to 25,000 fitting stations throughout the world," and "expects up to two percent market penetration per year, resulting in the sale of 25 million units per year." A press release dated February 24, 2000 stated that the company "is currently selling 100 Distribution [sic] licenses for a minimum of US $10 million each and is currently taking expressions of interest for the purchasing of licenses of states and countries worldwide."

22. The foregoing representations were false and misleading and without any reasonable basis in fact. In fact, as of February 10 and 24, 2000, STWA had not consummated a single licensing agreement for the ZEFS. Moreover, STWA had no reasonable basis in fact for the foregoing sales projections.

STWA's Announcements Concerning Its ZEFS Demonstrations Were False and Misleading and Without Reasonable Basis In Fact

23. STWA's promotional campaign included live demonstrations of the ZEFS for investors and the media. Some of the demonstrations were featured in local television news programs in New York and Los Angeles. Muller actively participated in the demonstrations.

24. STWA included information about the demonstrations and the purported results throughout its promotional materials. STWA claimed on its website and in numerous press releases dated as early as February 1999 that the ZEFS reduced emissions and improved fuel efficiency in motor vehicles. For example, a June 8, 2000 press release announced that the ZEFS had been successfully tested during a due diligence seminar in Boca Raton, Florida, attended by over 80 stock brokers, investors, engineers and mechanics, and that live tests with similar results had been performed on June 7, 2000 for television station WTWN-TV Channel 19 and on an unspecified date in Wick, Scotland before government, press and the media. A press release dated June 15, 2000, extolled the success of a demonstration in Los Angeles. Both the June 8 and June 15 press releases stated that "Save the World Air, Inc. has proven AGAIN without any doubt that the device works."

25. STWA's representations concerning the success of its ZEFS demonstrations were false and misleading, were made without reasonable basis in fact, and omitted material facts necessary to make the statements made not misleading. In fact, STWA's demonstrations of the ZEFS device did not prove that the ZEFS device would actually perform as represented and the press releases omitted material facts concerning the demonstrations. For example, the demonstrations were performed on old cars equipped with carburetors, not on late model cars, virtually all of which are equipped with fuel injection. The demonstrations were also "static" tests, performed on cars in neutral gear without their wheels moving, not on cars in actual operation on the road. During the Los Angeles demonstration, discussed in the June 15, 2000 press release, the carbon monoxide reading decreased only after a mechanic adjusted the car's carburetor. STWA did not demonstrate that the purported results were the result of the ZEFS device and not the result of the carburetor adjustment. During the Los Angeles demonstration, after connecting the ZEFS device, the emission of harmful nitric oxide actually increased.

B. STWA's Fraudulent Promotional Campaign Materially
Inflated the Price and Trading Volume of STWA's Stock

26. The false and materially misleading statements made by STWA, Muller, and Blackwelder had a material effect on the price and trading volume of STWA stock. For example, after a July 5, 2000 press release concerning a forthcoming ZEFS demonstration to be broadcast worldwide on Fox News, the price jumped from the July 5 $7.03 closing price to a July 6, 2000 closing price of $12, on trading volume of 631,300 shares. After a July 7, 2000 press release announcing a forthcoming demonstration of the ZEFS on MSNBC, the price of STWA rose to a high of $14 during the day, on trading volume of 1,354,700 shares.

C. Muller and Blackwelder Touted STWA Stock on an Internet Message Board

27. Early in 2000, Muller directed Blackwelder and others to post numerous messages touting STWA stock on the Raging Bull Internet message board dedicated to STWA stock. Muller told Blackwelder and others to use different aliases and different computers when they posted messages touting the stock. Muller did this in order to create the false impression that many people were talking positively about STWA and its stock.

28. During the time period July 2000 through October 2000, Blackwelder used the alias "BillB63" to post approximately 56 messages on the STWA stock message board hosted by Raging Bull. The messages hyped the company and the ZEFS device and responded to negative posts about the company. For example, on July 8, 2000, Muller posted the following under the alias "BillB63":

Save the World Airs [sic] device is paten [sic] pending and as anybody knows paten [sic] pending is international protection and is between 12 and 18 months in duration. Zero is a "PROVEN" device and anybody that thinks [Muller] would go live on Fox TV live in front of a potential audience of 150 MILLION people with a device that would not perform as claimed on a car or test equipment that he has never seen the [sic] is not thinking logicly [sic].

29. In these posts, Blackwelder did not disclose that STWA gave him 14,000 shares of STWA stock in compensation for his promotional services. In some instances, Blackwelder affirmatively concealed his identity as the author of the posts.

D. Muller Sold STWA Stock while Fraudulently Promoting STWA
and He Failed to Report Changes in his Beneficial Ownership

30. From September 1999 through December 2000, Muller sold nearly all of his five million restricted shares in private, unreported transactions. Some of Muller's sales were to United States citizens. If sold at the then-prevailing market price, Muller would have realized nearly $9 million from the sales.

31. Although Muller disposed of nearly all of his five million shares of STWA, he failed to report his changes in beneficial ownership in any filings with the Commission.

E. STWA's and Muller's False Public Filings with the Commission

32. On or about January 27, 2000, STWA filed with the Commission a registration statement on Form 10SB12G, to register its common stock in the United States. On or about March 2, 2000, March 3, 2000, and November 29, 2000, STWA filed with the Commission amendments to the registration statement on Forms 10SB12G/A.

33. On or about May 11, 2000, August 21, 2000, and November 20, 2000, STWA filed with the Commission its quarterly reports on Forms 10QSB for the periods ended March 31, 2000, June 31, 2000, and September 30, 2000, respectively. On November 28, 2000, STWA filed an amendment to its quarterly report for the period ended June 30, 2000 on Form 10QSB/A.

34. On or about April 17, 2001, STWA filed with the Commission its fiscal 2000 annual report on Form 10KSB.

35. Muller signed all of the filings referred to in paragraphs 31-34 above.

36. All of the filings referred to in paragraphs 31-34 above contained false or materially misleading information. For example, all of these filings falsely reported revenues of $125,000 for the period ended December 31, 1999. Because the revenue was non-existent, STWA's revenue was overstated for that period by $125,000. This overstated amount was material.

FIRST CLAIM

(Violations of Section 17(a) of the Securities Act By STWA and Muller)

37. Paragraphs 1 through 36 are hereby realleged and incorporated herein by reference.

38. Defendants STWA and Muller, and each of them, directly or indirectly, singly or in concert, in the offer or sale of STWA securities, by the use of means or instruments of transportation or communication in interstate commerce or by use of the mails, have: (a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of untrue statements of material fact and omissions to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and (c) engaged in transactions, acts, practices and courses of business which operated or would operate as a fraud upon purchasers of STWA securities and upon other persons.

39. As part of and in furtherance of this violative conduct, Defendants STWA and

Muller, and each of them, knowingly or recklessly filed with the Commission financial statements and disclosures contained in a registration statement, including the amendments thereto, which contained false and materially misleading statements and omissions of material fact, as set forth herein and, as such, have violated and, unless enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

40. As part of and in furtherance of this violative conduct, Muller knowingly or recklessly making false and materially misleading statements and omissions of material fact while selling his STWA securities in private transactions, as set forth herein and, as such, has violated and, unless enjoined, will again violate Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(2) and 77q(a)(3)].

SECOND CLAIM

(Violations of Section 10(b) of the Exchange Act and
Exchange Act Rule 10b-5 by STWA, Muller, and Blackwelder)

41. Paragraphs 1 through 40 are hereby realleged and incorporated herein by reference.

42. Defendants STWA, Muller, and Blackwelder, and each of them, directly or

indirectly, singly or in concert, by the use of the means or instrumentalities of interstate commerce, or of the mails, or of the facilities of a national securities exchange in connection with the purchase and sale of STWA securities, knowingly or recklessly, have: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or have omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon purchasers of STWA securities and upon other persons.

43. As part of and in furtherance of this violative conduct, Defendants STWA and Muller, and each of them, knowingly or recklessly filed with the Commission financial statements and disclosures contained in a registration statement, including the amendments thereto, which contained false and materially misleading statements and omissions of material fact, as set forth herein and, as such, have violated and, unless enjoined, will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.

44. As part of and in furtherance of this violative conduct, STWA, Muller and Blackwelder, and each of them, knowingly or recklessly engaged in a fraudulent scheme to raise the price and trading volume of STWA stock by disseminating numerous false and misleading promotional media, as set forth herein. These promotional media contained untrue statements of material fact concerning the scientific and commercial viability of the company's product, and omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading. By reason of the foregoing, Defendants STWA, Muller, and Blackwelder, and each of them, have violated and, unless enjoined, will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.

THIRD CLAIM

(Violations of Sections 13(a) and 13(b) of the Exchange Act and
Exchange Act Rules 12b-20; 13a-1, 13a-13, and 13b2-1 by STWA and Muller)

45. Paragraphs 1 through 44 are hereby realleged and incorporated herein by reference.

46. At all times relevant hereto, Muller was a controlling person of STWA for the purposes of Section 20(a) of the Exchange Act [15 U.S.C. §78t(a)].

47. Defendants STWA and Muller, and each of them, directly and indirectly, knowingly or recklessly failed to file with the Commission in accordance with the rules and regulations prescribed by the Commission, such information and documents as the Commission has prescribed and has filed with the Commission financial statements and disclosures contained in a registration statement, including the amendments thereto, and annual and quarterly reports, including the amendments thereto, which contained false and materially misleading statements and omissions of material fact; failed to file such further material information as was necessary to make the required statements made therein in light of the circumstances in which they were made, not misleading; and falsified the books, records or accounts of the company, as set forth herein.

48. As part of and in furtherance of this violative conduct, STWA and Muller, and each of them have violated and, unless enjoined, will again violate Sections 13(a) and 13(b) of the Exchange Act [15 U.S.C. §78m(a) and 78m(b)] and Exchange Act Rules 12b-20, 13a-1, 13a-13 and 13b2-1 [17 C.F.R. 240.12b-20, 240.13a-1, 240.13a-13, and 240.13b2-1].

FOURTH CLAIM

(Violations of Section 16(a) of the Exchange Act and
Exchange Act Rules 16a-2 and 16a-3 by Muller)

49. Paragraphs 1 through 48 are realleged and incorporated herein by reference.

50. Defendant Muller, directly and indirectly, failed to file with the Commission a statement indicating his ownership and such changes in his ownership even though he was, directly or indirectly, the beneficial owner of more than 10 percent of STWA's common stock, which was a class of equity security that was registered pursuant to Section 12 of the Exchange Act, and thereby has violated and, unless enjoined, will again violate Section 16(a) of the Exchange Act [15 U.S.C. §78p(a)] and Rules 16a-2 and 16a-3 thereunder [17 C.F.R. 240.16a-2, 240.16a-3].

FIFTH CLAIM

(Violations of Section 17(b) of the Securities Act by Blackwelder)

51. Paragraphs 1 through 50 are realleged and incorporated herein by reference.

52. Defendant Blackwelder, directly and indirectly, by the use of means or instruments of transportation or communication in interstate commerce or by the use of the mails, published, gave publicity to, and circulated a communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.

53. As part of and in furtherance of this violative conduct, Blackwelder has violated and, unless enjoined, will again violate Section 17(b) of the Securities Act [15 U.S.C. §77q(b)].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court:

I.

Issue a Final Judgment of Permanent Injunction permanently restraining and enjoining STWA, Muller, and each of them, and their agents, servants, employees, and attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of the Final Judgment by personal service or otherwise, from violating, directly or indirectly, Section 17(a) of the Securities Act [15 U.S.C. §77q(a)], and Sections 10(b), 13(a) and 13(b) of the Exchange Act [15 U.S.C. §§ 78j(b), 78m(a) and 78m(b)] and Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1 thereunder [17 C.F.R. §240.10b-5, 240.12b-20, 240.13a-1, 240.13a-13, and 240.13b2-1].

II.

Issue a Final Judgment of Permanent Injunction permanently restraining and enjoining Muller and his agents, servants, employees, and attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of the Final Judgment by personal service or otherwise, from violating, directly or indirectly, Section 16(a) of the Exchange Act [15 U.S.C. §78p(a)] and Rules 16a-2 and 16a-3 thereunder [17 C.F.R. 240.16a-2, 240.16a-3].

III.

Issue a Final Judgment of Permanent Injunction permanently restraining and enjoining Blackwelder and his agents, servants, employees, and attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of the Final Judgment by personal service or otherwise, from violating, directly or indirectly, Section 17(b) of the Securities Act [15 U.S.C. § 77q(b,)], Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].

IV.

Issue a Final Judgment pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] permanently prohibiting Muller from serving as an officer or director of any issuer that has a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] or that is required to file reports with the Commission pursuant to Section 15(d) of the Exchange Act [15 U.S.C. 78o(d)].

V.

Issue a Final Judgment requiring Muller to account for all illicit profits derived from his sale of STWA stock, to pay disgorgement and prejudgment interest thereon, and to pay appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3)(A) of the Exchange Act [15 U.S.C. § 78u(d)(3)(A)].

VI.

Issue a Final Judgment requiring Blackwelder to pay appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3)(A) of the Exchange Act [15 U.S.C. § 78u(d)(3)(A)].

VII.

Issue an Order or Final Judgment granting such other relief as this Court may deem just or appropriate.

Dated:	Respectfully submitted,
December 19, 2001 New York, New York
	__________________________________ EDWIN H. NORDLINGER (EN-6258) Attorney for Plaintiff SECURITIES AND EXCHANGE COMMISSION Northeast Regional Office 233 Broadway New York, NY 10279 Telephone No.:(646) 428-1630
Of Counsel: Wayne M. Carlin Mark K. Schonfeld Caren Nelson Pennington Valerie A. Szczepanik