UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 15328 / April 11, 1997

SEC v. James W. Hall, Case No. 97-8207-CIV-HURLEY (S.D. Fla.)

     On March 25, 1997, the Securities and Exchange Commission
filed a civil injunctive action in the United States District
Court for the Southern District of Florida, against James W. Hall
("Hall") of Jupiter, Florida, alleging violations of the
registration and antifraud provisions of the federal securities
laws.  Hall is the former president of Intercapital Funding
Corporation n/k/a IFC International, Inc. and Intercapital
Funding Resources, Inc. n/k/a Prime Capital, Inc. (collectively,
"Intercapital").  

     According to the complaint, Intercapital was formed to
engage in the business of locating accounts receivable,
purchasing them from "clients" at a discount, and then collecting
payments from the underlying account debtors.  Intercapital used
investor funds to finance the accounts receivable purchases. 
Intercapital entered into "joint venture" agreements with
investors, offering up to 30% annual interest on their
investments. 

     The complaint alleges that Intercapital, through Hall, made
misrepresentations and omissions to investors and potential
investors regarding, among other things, the use of their monies
to fund purchase orders, the failure to perform the promised due
diligence, the aging (and risk) of accounts receivable, insurance
coverage, and the risks associated with investing with
Intercapital.  In addition, the complaint alleges that Hall
failed to disclose that in November 1990, he was disbarred from
the State Bar of Iowa for bank fraud.  Committee On Professional
Ethics and Conduct of the Iowa State Bar Association v. James
Hall, Case No. 343/90-1059 (In the Supreme Court of Iowa).     

     Specifically, the complaint alleges that as of September
1994: (a) certain of the accounts receivable recorded on
Intercapital's books were fictitious; (b) notices of account
assignments - - which provide an extra safeguard in the factoring
business - - often were not sent to account debtors; (c)
Intercapital frequently advanced funds to clients based solely
upon purchase orders, requests for financing or other unperformed
contracts; (d) Intercapital failed to maintain proper
documentation concerning the creditworthiness of certain accounts
receivable sellers and their customers, contrary to
representations to investors; (e) many account files lacked
adequate documentation on the validity of the factored
receivables, thereby increasing the risks to investors; (f)
proper UCC-1 financing statements were not recorded in order to
perfect title to accounts receivable; (g) Intercapital's accounts
receivable were not insured; and (h) almost all of Intercapital's
receivables were excessively aged.  
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     In addition, the complaint alleges that due to Hall's
funding of purchase orders, requests for financing and other
unperformed contracts and Intercapital's failure to perform due
diligence or to otherwise verify the validity of the accounts
receivable as it had represented it would do, Intercapital was
unable to obtain the profits necessary to fulfill the promised
returns to investors, and investors ultimately lost millions of
dollars.    

     Simultaneously with the filing of the complaint, the
Commission filed a consent to an order of permanent injunction
and other relief ("order") which enjoins Hall from future
violations of Sections 5(a) and 17(a) of the Securities Act of
1933, Section 10(b) of the Securities Exchange Act of 1934, and
Rule 10b-5, thereunder.  The order also requires Hall to disgorge
all ill-gotten gains he received as a result of the acts and/or
courses of conduct complained of in the complaint and reserves
jurisdiction to determine the issue of civil money penalties.



         
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                               SUMMARY FOR NEWS DIGEST

                 CIVIL INJUNCTIVE ACTION FILED AGAINST JAMES W.
HALL

               On March 25, 1997, the Commission filed a civil
action in

               the United States District Court for the Southern
District

               of Florida, against defendant James W. Hall
(Hall), alleging

               violations of Sections 5(a) and 17(a) of the
Securities Act

               of 1933, Section 10(b) of the Securities Exchange
Act of

               1934, and Rule 10b-5, thereunder.

               The complaint alleges that Hall, while president
of two

               related accounts receivable factoring businesses,
made

               misrepresentations and omissions to investors and
potential

               investors regarding, among other things, the use
of their

               monies to fund purchase orders, the failure to
perform the

               promised due diligence, the aging (and risk) of
accounts

               receivables, insurance coverage, the risks
associated with

               investing with Intercapital, and Hall's disbarment
for bank

               fraud.

               Simultaneously with the filing of the complaint,
the

               Commission filed a consent to an order of
permanent

               injunction and other relief which enjoins Hall
from future

               violations of Sections 5(a) and 17(a) of the
Securities Act

               of 1933, Section 10(b) of the Securities Exchange
Act of

               1934, and Rule 10b-5, thereunder, requires Hall to
disgorge

               all ill-gotten gains he received, and reserves
jurisdiction

               to determine the issue of civil money penalties.
[SEC v.

               James W. Hall, Case No. 97-8207-CIV-HURLEY (S.D.
Fla.)]



          
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               Contact person: Trisha D. Sindler, SERO, (305)
982-6352