SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SECURITIES EXCHANGE ACT OF 1934 Rel. No. 3-38485 / April 8, 1997 Admin. Pro. File No. 3-8230 ___________________________________ : In the Matter of : : BENJAMIN G. SPRECHER : : ___________________________________: OPINION OF THE COMMISSION BROKER-DEALER PROCEEDINGS Ground for Remedial Action Criminal Conviction Where respondent was convicted in 1992 of conspiracy to sell unregistered securities, making false statements to a government agency, perjury, and obstruction of justice, held, in the public interest to bar him from participating in any offering of penny stock. APPEARANCES: Benjamin G. Sprecher, pro se. Robert M. Fusfeld and Thomas D. Carter, for the Division of Enforcement. Appeal filed: March 28, 1996 Last brief filed: May 15, 1996 I. Benjamin G. Sprecher appeals from the decision of an administrative law judge. The law judge found that on January 16, 1992 Sprecher was convicted, following a non-jury trial, of crimes including conspiracy to sell unregistered securities, conspiracy to make false statements to this Commission, perjury, and obstruction of justice. -[1]- She also found that ---------FOOTNOTES---------- -[1]- U.S. v. Sprecher, 783 F. Supp. 133 (S.D.N.Y. 1992) (Cedarbaum, J.), conviction aff'd and case (continued...) ==========================================START OF PAGE 2====== Sprecher's illegal activities had included participation in a penny stock offering whose securities were traded in the United States. The law judge barred Sprecher from participating in any offering of penny stock. Our findings are based on an independent review of the record except for those findings that are not challenged on appeal. II. The instant administrative proceeding was instituted November 19, 1993 pursuant to Sections 15(b) -[2]- and 21B(e) of the Securities Exchange Act of 1934 ("Exchange Act") alleging that Sprecher was criminally convicted and that Sprecher ---------FOOTNOTES---------- -[1]-(...continued) remanded for resentencing, 988 F.2d 318 (2d Cir. 1993). On April 8, 1993, Sprecher's sentence was reduced. On March 29, 1994, after an evidentiary hearing, Judge Cedarbaum denied Sprecher's post- conviction motions for, among other things, further reduction of his sentence and a motion characterized by the judge as in the nature of a petition for habeas corpus pursuant to 28 U.S.C.  2255. U.S. v. Sprecher, 1994 U.S. Dist. LEXIS 3740, aff'd, U.S. v. Sprecher, 50 F.3d 3 (2d Cir. 1995) (table), cert. denied, 64 U.S.L.W. 3269 (Oct. 10, 1995). In pleadings dated May 6, 1996 filed in connection with this appeal, Sprecher states that he has filed another "Rule 2255 Motion" in the U.S. District Court for the Southern District of New York to overturn his conviction, based on purported newly discovered evidence. He has not informed this Commission of the status of this motion. -[2]- Section 15(b)(6)(A) provides, in relevant part: [w]ith respect to any person . . ., at the time of the alleged misconduct, who was participating in any offering of any penny stock, the Commission . . . shall . . . bar such person . . . from participating in an offering of penny stock, if the Commission finds . . . such . . . bar is in the public interest and that such person -- (ii) has been convicted of any offense specified in subparagraph (B) of such paragraph (4) within 10 years of the commencement of the proceeding under this paragraph. . . . Section 15(b)(4)(B) offenses include those involving the purchase or sale of securities, committing perjury, or making false statements. ==========================================START OF PAGE 3====== willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder with respect to his participation in three stock offerings between June 1986 and September 1988. -[3]- The order sought a penny stock bar. -[4]- The 1992 criminal conviction on which this administrative proceeding was predicated involved Sprecher's illegal activities relating to the securities of three companies. -[5]- The securities counts concerned illegal sales of securities of WWMT, a corporate shell with no substantial business operations or assets. Sprecher, an attorney who specialized in securities law in New York City, masterminded an elaborate fraudulent scheme involving a merger into WWMT of a privately-held company to evade the registration requirements of the Securities Act. This enabled Sprecher and his business associates to sell to the public at a profit shares of WWMT stock, without public investors receiving the disclosures required in a registered public offering. -[6]- Judge Cedarbaum found Sprecher guilty on ten felony ---------FOOTNOTES---------- -[3]- The alleged violative activity concerned the offer and sale of securities of Columbia Electronic Systems, Inc., Creative Telecom, Inc., and Nav-Air Industries Ltd. ("Nav-Air"). -[4]- The order also sought, pursuant to Section 21B(e), disgorgement based on the activity concerning the three penny stocks. On December 27, 1994, we granted, in part, a motion by Sprecher to dismiss the proceeding insofar as it sought disgorgement, concluding that Section 21B(e) could be applied only prospectively. Benjamin G. Sprecher, Securities Exchange Act Rel. No. 35156, 58 SEC Docket 1375 (Dec. 27, 1994) and Securities Exchange Act Rel. No. 35509, 58 SEC Docket 2942 (Mar. 17, 1995) (denying motions to reconsider). Because of this interim order dismissing the disgorgement count, the law judge did not make findings concerning the charges regarding the three stock offerings. -[5]- The case concerned World Wide Medical Technology, Inc. ("WWMT"), Towers Financial Corporation, and Nav-Air. -[6]- To facilitate this scheme, Sprecher prepared and filed with the Commission various corporate reports containing false statements. ==========================================START OF PAGE 4====== counts. -[7]- These included: conspiracy to sell unregistered WWMT stock; making false statements to a government agency (filing with this Commission false corporate minutes and false declarations in connection with WWMT); perjury and obstruction of justice (in connection with a Commission investigation); and obstruction of justice in a lawsuit Sprecher filed in federal court in Utah (brought by Sprecher to impede another investigation by this Commission, in which Sprecher made misrepresentations concerning his control of Nav-Air). -[8]- III. A hearing in this proceeding was held on December 18, 1995. Sprecher appeared only briefly to oppose the Commission's jurisdiction, although he had been advised the Division intended to present evidence. -[9]- The Division presented the ---------FOOTNOTES---------- -[7]- On July 1, 1992 Sprecher was sentenced to forty- six months' imprisonment, two years' supervised release, and fined $50,000. On remand from the Second Circuit (see n.1, supra), this sentence was modified to thirty-seven months' imprisonment, two years' supervised release, and a $50,000 fine. -[8]- Sprecher was also convicted of conspiracy through deceptive use of a tax-exempt religious organization for transactions that were taxable, and making false statements concerning a matter within the jurisdiction of the Internal Revenue Service. In December 1992, this Commission brought a civil action against Sprecher in the U.S. District Court for the District of Columbia seeking an injunction and disgorgement, based on the activities that formed the basis for Sprecher's criminal conviction. In December 1993, the judge, on the basis of collateral estoppel, granted the Commission's motion for summary judgment, relying on Judge Cedarbaum's decision convicting Sprecher of activity concerning WWMT. The judge enjoined Sprecher, ordered that he disgorge $55,870, and imposed an officer and director bar. SEC v. Sprecher, 1993 WL 544306 (D.D.C. Dec. 16, 1993), aff'd, No. 94-5006 (D.C. Cir. Apr. 9, 1996) (unpublished opinion). -[9]- Sprecher complains that the hearing was improperly conducted ex parte because it continued after his departure. We note that Sprecher is an attorney with extensive experience concerning legal proceedings. He was fully aware of the risk that there might be an adverse decision against him (continued...) ==========================================START OF PAGE 5====== testimony of three witnesses and introduced eight exhibits. -[10]- The law judge found that Sprecher had been criminally convicted, and, based on Judge Cedarbaum's decision in the case, concluded that Sprecher had bought and sold publicly-owned shell corporations with no substantial business operations or assets. The law judge specifically noted Judge Cedarbaum's findings concerning Sprecher's activities regarding Nav-Air, one of the securities involved in this proceeding, and his conviction on the counts relating to his interference with and obstruction of this Commission's investigation of Sprecher's Nav-Air activities. Based on Judge Cedarbaum's opinion and on the testimony of two witnesses, the law judge also found that Nav-Air securities were penny stocks, -[11]- that Sprecher had participated in the offering as legal counsel, controlling person or active participant in the affairs of the issuer, and as a conspirator in the illegal conspiracies. ---------FOOTNOTES---------- -[9]-(...continued) when he chose to leave. The law judge repeatedly informed him that his participation would not constitute a waiver of his right to contest jurisdiction. Indeed, we again address infra his jurisdictional arguments. Thus, "what precluded [Sprecher's] participation . . . was an affirmative decision by him not to participate." Fitzhugh v. DEA, 813 F.2d 1248, 1253 (D.C. Cir. 1987). Under the circumstances, we find no basis for concluding that the proceeding before the law judge was an ex parte proceeding and not based on a full and fair record. The law judge did not err in continuing with the hearing. -[10]- One witness testified concerning trading information with respect to Nav-Air. The other two witnesses who had business experiences with Sprecher testified concerning the appropriateness of sanctions. -[11]- See Section 3(a)(51)(A) of the Exchange Act and 17 C.F.R.  240.3a51-1. The law judge also found that Nav-Air securities were never registered with the Commission, that the stock of Nav-Air was publicly traded in the United States, and that there were 377 trades by 14 U.S. broker-dealers at prices ranging from $.125 to a maximum of $3.50 per share. Sprecher's claim that his Nav-Air activities were extra-territorial is refuted by the record in this case. ==========================================START OF PAGE 6====== The law judge considered the appropriate factors in assessing the propriety of sanctions. -[12]- She concluded that, given Sprecher's egregious criminal behavior in selling unregistered securities and his actions to prevent disclosure (perjury, false documents submitted to government agencies, obstruction of justice), Sprecher "cannot be trusted to abide by applicable laws and regulations. . . . As an attorney, [he] knew that his willful criminal actions were blatantly illegal." The law judge noted that not only had Sprecher given no assurance against future criminal conduct, he had denied any wrongdoing. -[13]- Relying on the testimony of two witnesses, the law judge concluded that Sprecher could be expected to continue to violate the securities laws and regulations if allowed to participate in the securities industry. -[14]- The law judge ordered that Sprecher be barred from participating in any offering of penny stock, concluding that "[t]here is no mitigating evidence in this record." ---------FOOTNOTES---------- -[12]- Those factors are: "the egregiousness of the defendant's actions, the isolated or recurrent nature of the infraction, the degree of scienter involved, the sincerity of the defendant's assurances against future violations, the defendant's recognition of the wrongful nature of his conduct, and the likelihood that the defendant's occupation will present opportunities for future violations." Donald T. Sheldon, 51 S.E.C. 59, 86 (1992), aff'd, 45 F.3d 1515 (11th Cir. 1995) (quoting Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1970), aff'd on other grounds, 450 U.S. 91 (1981)). -[13]- The law judge also noted the opinion of the U.S. District Court for the District of Columbia that Sprecher "was convicted of knowingly and repeatedly violating the securities laws [and that he] remains capable of violating the securities laws, and his convictions for making false statements and perjury cast serious doubt on his trustworthiness in the future." -[14]- One witness, a former legal client of Sprecher and president of several companies with securities registered with this Commission, testified that Sprecher was dishonest, had no ethics, and that Sprecher "ruins it for everybody -- all promoters like myself who try to do something and when you have underwriters that are crooked and principals that are crooked, it destroys the market for all of us." ==========================================START OF PAGE 7====== IV. Section 15(b)(6) was amended on October 15, 1990 as part of the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 ("Remedies Act") -[15]- to authorize this Commission to bar any person from participating in a penny stock offering if, among other things, that person has been convicted within the last ten years of a crime that involves the purchase or sale of any security, perjury, the making of a false report, or a substantially similar activity. -[16]- Sprecher was convicted of securities fraud, obstruction of justice, and perjury in 1992, after the provision became effective. -[17]- His misconduct arose out of participation in the offering of a penny stock. In his appeal to us, Sprecher moves to dismiss the proceeding for lack of jurisdiction. He also challenges rulings of the law judge concerning subpoenaing witnesses. A. First, Sprecher renews arguments concerning our jurisdiction to impose a penny stock bar that we addressed in our order dated December 27, 1994. -[18]- He contends that we lack jurisdiction to impose a penny stock bar based on pre- Remedies Act conduct because imposition of a penny stock bar would constitute a prohibited retroactive application of the Remedies Act. We held in our previous order that Sprecher's criminal conviction in January 1992, entered over a year after the passage of the Remedies Act, provided a basis for imposing such a sanction and was not a retroactive application of the ---------FOOTNOTES---------- -[15]- Pub. L. No. 101-429, 104 Stat. 931, October 15, 1990. -[16]- Sprecher is not, and was not at the time of the events complained of (June 1986 through December 1988), either a registered person under Section 15(b) of the Exchange Act, or a person affiliated with a registrant. However, the Remedies Act amendment to Section 15(b) of the Exchange Act expanded this Commission's authority over persons, such as Sprecher, who participate in penny stock offerings. See n.2, supra. -[17]- Section 504 of the Remedies Act provided that amended Section 15(b)(6) would not be effective until 12 months after the date of the Remedies Act (October 15, 1990) or the adoption of certain regulations, whichever occurred earlier. -[18]- See n.4, supra. ==========================================START OF PAGE 8====== Remedies Act. Sprecher offers no basis for reconsidering that ruling. -[19]- Sprecher now raises an additional jurisdictional argument. He contends that the imposition of a penny stock bar is prohibited by the Ex Post Facto and Double Jeopardy Clauses of the Constitution. The Ex Post Facto Clause prohibits application of a law retroactively that "inflicts a greater punishment, than the law annexed to the crime, when committed." -[20]- Under the Double Jeopardy Clause, the government cannot bring "a second prosecution for the same offense after conviction; and multiple punishments for the same offense." -[21]- Sprecher analogizes his situation, in which he was convicted and sanctioned administratively after passage of the Remedies Act on the basis of conduct that occurred before its passage, to the situation of a person convicted and sentenced after passage of amended sentencing guidelines on the basis of pre-guidelines conduct. He cites as support for his argument appellate court decisions concluding that sentencing under amended guidelines for a crime that occurred prior to the amendment violates the Ex Post Facto Clause of the Constitution. -[22]- These cases are not germane to this proceeding. This proceeding was based on Sprecher's criminal conviction, which occurred after enactment of the Remedies Act. The Exchange Act provides that the conviction ---------FOOTNOTES---------- -[19]- Sprecher relies on Plaut v. Spendthrift Farm, 115 S. Ct. 1447 (1995), for the proposition that the relevant time period for the purpose of retroactivity is the time the act was committed. But Plaut is inapposite. The Court in that case held that Exchange Act Section 27A(b), which provided for reinstatement of securities fraud claims that courts had dismissed based on the three-year statute of limitations announced by the Supreme Court in Lampf v. Gilbertson, 501 U.S. 350 (1991), violated the Constitutional doctrine of separation of legislative and judicial powers. No such problem exists here. -[20]- Calder v. Bull, 3 U.S. (3 Dall.) 386, 390 (1798). -[21]- U.S. v. Halper, 490 U.S. 435, 440 (1989). -[22]- U.S. v. Suarez, 911 F.2d 1016, 1022 (5th Cir. 1990) (application of amended guidelines to crime committed before their effective date changes legal consequences and violates Ex Post Facto Clause); U.S. v. Swanger, 919 F.2d 94 (8th Cir. 1990) (same). ==========================================START OF PAGE 9====== is an independent basis for the proceeding; the date of the underlying conduct is not relevant. There have been several appellate decisions recently that have specifically addressed whether an administrative sanction imposed for the same conduct that is the basis for a criminal conviction constitutes punishment prohibited by the Double Jeopardy and/or Ex Post Facto Clauses of the Constitution. -[23]- These cases have focussed on whether the administrative sanction is remedial or punitive, -[24]- ---------FOOTNOTES---------- -[23]- See S.A. Healy Co. v. OSHRC, 96 F.3d 906 (7th Cir. 1996) (Double Jeopardy Clause prohibits cumulative criminal and administrative proceedings resulting in imposition of fines for same conduct. Administrative fine designed to deter wrongdoing is punishment); Artway v. New Jersey, 81 F.3d 1235 (3d Cir. 1996) (N.J. statute requiring community registration when sex offender is released from prison, was passed after Artway had been convicted, served 17 years for sex offense, released, and settled in community. The registration provision does not violate Ex Post Facto, Double Jeopardy, and Bill of Attainder Clauses); DiCola v. FDA, 77 F.3d 504 (D.C. Cir. 1996) (FDA sanction of permanent disbarment from providing services to the pharmaceutical industry based on guilty plea for conduct that occurred before statute directing debarment was amended did not violate the Double Jeopardy and Ex Post Facto Clauses); U.S. v. Stoller, 78 F.3d 710 (1st Cir. 1996) (FDIC sanction preventing Stoller from serving as officer or director or exercising control over any federally insured financial institution is not "punishment" and thus Double Jeopardy Clause did not prohibit federal criminal action on same actions); Bae v. Shalala, 44 F.3d 489 (7th Cir. 1995) (FDA debarment order based on felony conviction for conduct that occurred before statute was amended was remedial and not retroactive application prohibited by Ex Post Facto Clause); U.S. v. Furlett, 974 F.2d 839 (7th Cir. 1992) (CFTC trading bar based on same facts as subsequent indictment for fraudulent commodity trade allocation scheme and obstruction of CFTC's investigation is remedial and criminal case not barred by Double Jeopardy Clause). -[24]- Whether addressing the issue under an Ex Post Facto or Double Jeopardy challenge, the cases (continued...) ==========================================START OF PAGE 10====== based on the Supreme Court's decision in U.S. v. Halper, 490 U.S. 435, 446-451 (1989) (discussing "whether and under what circumstances a civil penalty may constitute punishment for the purpose of the Double Jeopardy Clause"). -[25]- They have examined the particulars of the administrative remedy, including its breadth, duration, and purpose, -[26]- the source of the authority, the goals underpinning the authorizing statute, and the circumstances attendant to its promulgation. -[27]- As Sprecher correctly notes, the "mark of an [E]x [P]ost [F]acto law is the imposition of what can fairly be designated ---------FOOTNOTES---------- -[24]-(...continued) employ the same analysis of whether an administrative sanction is remedial or punitive. -[25]- The legal issue raised by Sprecher is different from that addressed by the U.S. Court of Appeals for the D.C. Circuit in Johnson v. SEC, 87 F.3d 484 (D.C. Cir. 1996). There the D.C. Circuit concluded that the sanction of censure and a six- month supervisory suspension imposed in a Commission administrative proceeding instituted more than five years after the underlying conduct constituted a "penalty" within the meaning of the statute of limitation provisions of 28 U.S.C.  2462. The court concluded that the constitutional question of whether an administrative sanction is punishment is different from the statutory analysis under Section 2462. Id. at 490. The D.C. Circuit has examined the validity of an administrative sanction under the Double Jeopardy and Ex Post Facto Clauses using the analysis in Halper. DiCola v. FDA, 77 F.3d at 506. See also n.23, supra. -[26]- DiCola v. FDA, 77 F.3d at 506-07. Cf. S.A. Hearly Co. v. OSHRC, 96 F.3d at 911 (imposition of administrative fines that serve only to deter after a criminal conviction for the same conduct is punitive). -[27]- U.S. v Stoller, 78 F.3d at 721. See, also, Artway v. N.J., 81 F.3d at 1263-66, developing a test that looks to whether the legislature's actual purpose in enacting the challenged measure was to punish, whether its objective purpose was remedial, and whether the measure's effects ("sting") are so harsh as to constitute punishment. ==========================================START OF PAGE 11====== punishment for past acts." -[28]- But the further inquiry is "whether the legislative aim was to punish that individual for past activity, or whether the restriction of the individual comes about as a relevant incident to a regulation of a present situation . . .." -[29]- The goal of the penny stock market reforms of the Remedies Act was to restore confidence in that market by providing regulatory tools to address "unscrupulous market practices and market participants [that] have pervaded the 'penny stock' market with an overwhelming amount of fraud and abuse." -[30]- From this record of Sprecher's fraudulent securities activities in the area of small issues and his total disregard of and interference with the Commission's regulatory processes, there can be no question that Sprecher is the type of market participant whose activity the Remedies Act sought to control. -[31]- To allow him to continue to participate in this market would be to permit him to continue to prey upon public investors. The imposition of a bar is fully justified to prevent Sprecher from engaging in future penny stock activities and comports with the remedial purposes of the Act to protect investors in such securities. -[32]- Any restriction on ---------FOOTNOTES---------- -[28]- DeVeau v. Braisted, 363 U.S. 144, 160 (1960). -[29]- Id. -[30]- Section 502(4) of the Remedies Act. These congressional "Findings" set forth the remedial purposes of the Penny Stock Reforms (15 U.S.C. 78o note): maintenance of honest and healthy markets for securities; protection of investors in new securities; protection of issuers of new securities; promotion of the capital formation process for small companies. Congress further found that the penny stock markets were pervaded by unscrupulous market participants and lack adequate regulatory structure; that investors suffer from lack of adequate information; and that inadequate regulation of promoters and consultants in the penny stock market (who have been otherwise barred from the securities markets) contributes substantially to fraudulent and abusive schemes. -[31]- See H.R. Rep. 101-617, 101st Cong. 2d Sess., at 21-22 (1990). -[32]- Cf. Fitzhugh v. DEA, 813 F.2d 1248, 1251 (D.C. Cir. 1987) (conviction alone is sufficient to allow Administrator to revoke or suspend a DEA (continued...) ==========================================START OF PAGE 12====== his activities is "a relevant incident to a regulation of a present situation." -[33]- B. Sprecher also challenges the law judge's ruling concerning his efforts to subpoena ten witnesses. On several occasions in this proceeding, the law judge correctly ruled that Sprecher could not challenge the validity of his conviction. -[34]- Nevertheless, Sprecher sought to subpoena eight witnesses in an effort to explore alleged government misconduct relating to matters that were the subject of the criminal conviction. The law judge properly refused to issue these subpoenas. -[35]- Sprecher's only avenue for challenging his conviction, by appeal or post-conviction motion, lies with the criminal court. Sprecher further asserts that the law judge erred in refusing to issue subpoenas for two other witnesses whom he claims would have been character and rebuttal witnesses. But, as the law judge ruled on Sprecher's post- hearing motion raising this issue, Sprecher never advised the law judge that this was his purpose when he requested the subpoenas. We believe that the law judge's ruling was correct. V. We conclude that the imposition of a penny stock bar on Sprecher is appropriate to protect the public interest. -[36]- The decision to prevent Sprecher from participating ---------FOOTNOTES---------- -[32]-(...continued) registration and hearing's scope is very narrow); Fourth Street Pharmacy v. DEA, 836 F.2d 1137 (8th Cir. 1988) (same). -[33]- DeVeau v. Braisted, 363 U.S. at 160. -[34]- See, e.g., Elliott v. SEC, 36 F.3d 86, 97 (11th Cir. 1994) (a criminal conviction cannot be collaterally attack in an administrative proceeding). -[35]- Stark v. Washington Star Co., 833 F.2d 1025, 1030 (D.C. Cir. 1987) (ALJ's denial of discovery motion to produce reports as untimely and as a "fishing expedition," where records only of limited relevance, not an abuse of discretion). -[36]- See Richard C. Spangler, Inc., 46 S.E.C. 238, 252- 53 (1976) (explaining that, when the past misconduct involves fraud, fidelity to the public interest requires that we be mindful of the fact that the securities business is one in which the opportunities for dishonesty recur constantly). ==========================================START OF PAGE 13====== in any offering of penny stocks is clearly the remedial action Congress envisioned in adopting the penny stock reforms. Sprecher was an attorney who represented various individuals in transactions involving small issue stocks and himself participated in a number of such transactions. Given his multi- count conviction of serious violations of the securities laws, of other blatant criminal activity that spanned several years, and his obstruction of Commission investigations involving his activities in penny stocks, barring him from all future penny stock activity is an appropriate remedy to protect investors in this developing market. Under all the circumstances, the public interest will be served by Sprecher's bar from participation in any offering of penny stock. An appropriate order will issue. -[37]- By the Commission (Chairman LEVITT and Commissioners WALLMAN, JOHNSON, and HUNT). Jonathan G. Katz Secretary ---------FOOTNOTES---------- -[37]- All of the contentions advanced by the parties have been considered. They are rejected or sustained to the extent that they are inconsistent or in accord with the views expressed herein. ==========================================START OF PAGE 14====== UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT of 1934 Rel. No. Admin. Proc. File No. 3-8230 ________________________________________ : In the Matter of : : BENJAMIN G. SPRECHER : : ________________________________________: ORDER BARRING RESPONDENT FROM PARTICIPATION IN ANY OFFERING OF PENNY STOCK On the basis of the Commission's opinion issued this day, it is ORDERED that Benjamin G. Sprecher be, and he hereby is, barred from participation in any offering of penny stock. By the Commission. Jonathan G. Katz Secretary