UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 15583 / December 8, 1997 SECURITIES AND EXCHANGE COMMISSION v. MILLENNIUM SOFTWARE SOLUTIONS, INC. and MARK SHKOLIR, 97 Civ. 9019 (KMW) (S.D.N.Y.) The Commission announced that it filed a Complaint today in federal court in Manhattan charging a start-up software company and its president with obtaining at least $200,000 by engaging in an ongoing securities fraud. Since November 1997, the defendants and their agents have been inducing investments in the company's securities by misrepresenting the company's financial condition and by falsely telling investors that Charles Schwab & Co. ("Schwab"), a registered broker-dealer, was affiliated with the offering of the company's securities. The court granted the Commission's request for emergency relief, including a temporary restraining order and an asset freeze. Named in the Complaint are: Millennium Software Solutions, Inc. ("Millennium"), a Delaware corporation whose business addresses are 67 Wall Street, Suite 2411, New York, New York 10005 and 511 Avenue of the Americas, Suite 2, New York, New York 10011; and Mark Shkolir ("Shkolir"), president of Millennium, who resides in Brooklyn, New York. Specifically, according to the Complaint, since at least November 1997, Millennium and Shkolir, through a number of salespersons acting on their behalf, have been offering and selling securities in a purported private placement of Millennium common stock and warrants. The Complaint alleges that in inducing investors to purchase securities from the $5 million Millennium private placement, Millennium and Shkolir are misrepresenting to investors that Millennium has $9.7 million in shareholders' equity when, in fact, it has a shareholders' deficit of over $200,000. The Complaint further alleges that Millennium, Shkolir and their agents are falsely stating to investors that Schwab is underwriting or otherwise affiliated with the Millennium private placement. The Commission also announced that the court issued an order this afternoon that, among other things, temporarily restrains Millennium and Shkolir from further committing securities fraud in violation of Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and freezes Millennium's and Shkolir's assets. A hearing on the Commission's application for a preliminary injunction and other relief is scheduled for Thursday, December 18, 1997. The Commission seeks a final judgment permanently enjoining Millennium and Shkolir from violating Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 and ======END OF PAGE 1====== ordering them to disgorge their ill-gotten gains and prejudgment interest, and to pay civil penalties. ======END OF PAGE 2======