UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933 Release No. 7887 / September 6, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 43248 / September 6, 2000

Administrative Proceeding
File No. 3-10278

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that public cease-and-desist proceedings be, and they hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Scott Eskew ("Eskew").

II.

In anticipation of the institution of these administrative proceedings, Eskew has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, Eskew admits the jurisdiction of the Commission over him and the subject matter of these proceedings and consents to the issuance of this Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Cease-and-Desist Order ("the Order"), without admitting or denying the Commission's findings, except for those contained in Paragraph III.A below, which are admitted.

III.

On the basis of this Order and Eskew's Offer, the Commission finds¹ the following:

RESPONDENT

A. Scott Eskew, age 39, of West Palm Beach, Florida, was the managing officer and sole employee of Eskew & Associates Financial Group, Inc. ("Eskew & Associates").

FACTS

B. Eskew permitted his company's name, Eskew & Associates, to be portrayed as the author of a research report on a small, publicly-traded company. The research report claimed, among other things, that the subject company had significantly expanded during the previous year due to acquisitions. When the research report was published on the Internet, the report was described as the product of an independent research analyst.

C. The research report, as published, was false and misleading. The company that was the subject of the report had not significantly expanded by acquisitions during the previous year, as was claimed in the report. In addition, the research report was not the product of an independent research analyst. Eskew was not independent; he was paid by the subject company to act as its investor-relations contact. Moreover, Eskew and his company were not even responsible for preparing the initial or final draft of the research report. Indeed, Eskew was not even a research analyst and had never before published a research report.

D. Although Eskew relied upon his several years of personal experience in the underlying business, Eskew did not perform any research on the company promoted by the research report before allowing his own company's name to be used on the research report. Moreover, he failed to verify whether the statements made in the report, as published, were true and failed to review the final language of the report.

E. Eskew knew, or was reckless in not knowing, that the research report would be used to promote the securities of the company that was the subject of the research report.

VIOLATIONS

F. Eskew committed violations of Section 17(a)(1) of the Securities Act, directly and indirectly, using the means and instruments of transportation or communication in interstate commerce and using the mails, in the offer and sale of securities, by employing devices, schemes, and artifices to defraud, as more particularly described in Paragraphs B though E above.

G. Eskew committed violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act, directly and indirectly, using the means and instruments of transportation or communication in interstate commerce and using the mails, in the offer and sale of securities, by: (1) obtaining money and property by means of untrue statements of material fact and omitting 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, (2) engaging in transactions, practices, and a course of business which operated as a fraud or deceit upon purchasers of securities, as more particularly described in Paragraphs B though E above.

H. Eskew committed violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, directly and indirectly, using the means and instrumentalities of interstate commerce and using the mails, in connection with the purchase and sale of securities, by: (1) employing devices, schemes, and artifices to defraud, (2) making untrue statements of material facts and omitting 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 (3) engaging in acts, practices, and a course of business which operated as a fraud or deceit upon purchasers of securities, as more particularly described in Paragraphs B though E above.

IV.

Based on the foregoing, the Commission deems it appropriate to accept the Offer of Eskew, and accordingly:

IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, that Eskew cease and desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

By the Commission.

Jonathan G. Katz

Secretary

Footnotes

http://www.sec.gov/litigation/admin/33-7887.htm