UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 40503 / September 30, 1998 Administrative Proceeding File No. 3-9747 ______________________________ : In The Matter Of : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS John Marsala, : PURSUANT TO SECTIONS 15(b)(6) : AND 19(h) OF THE SECURITIES Respondent. : EXCHANGE ACT OF 1934, MAKING : FINDINGS, AND IMPOSING : REMEDIAL SANCTIONS ______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby is, instituted against respondent John Marsala ("Marsala"). II. In anticipation of the institution of this proceeding, Marsala has submitted an Offer of Settlement ("Offer"), which the Commission has determined is in the public interest to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth herein, except as to the fact of his criminal conviction set forth in paragraph III.C. below, which he admits, Marsala consents to the entry of the findings and the imposition of the sanctions set forth in this Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"). III. On the basis of this Order and Offer, the Commission finds that: A. Respondent John Marsala ("Marsala") was born on November 13, 1962 and is a resident of New York, New York. B. Marsala was associated with Douglas Stewart Securities, Inc. ("Douglas Stewart") from November 1986 through August 1989. C. Marsala pled guilty, on April 25, 1994, in the United States District Court for the District of New Jersey, to one felony count under 18 U.S.C. 371 for conspiracy to commit securities fraud. The Court entered the judgment of conviction on December 20, 1996, United States v. John Marsala, Cr. 94-211(01) (D.N.J.) (Dec. 20, 1996) (JWB). D. The Information underlying the conviction charged, among other things, that in 1988 and 1989, while associated with Douglas Stewart, Marsala participated in a scheme to manipulate the securities of Vista Capital Corp. ("Vista") and Akklaim Entertainment, Inc. ("Akklaim"). Marsala participated in the scheme by buying or selling Vista and Akklaim securities for Douglas Stewart and his customers at times and at prices determined by his co-conspirators. Marsala's co-conspirators also determined the brokerage firms from which and to which the Vista and Akklaim stock was bought and sold. E. On December 20, 1996, the Court sentenced Marsala to serve concurrently three years probation, five months home confinement, and 150 hours of community service. F. Vista was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d). Vista's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Vista was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Vista common stock was less than five dollars per share. At no time relevant to this matter did Vista have net tangible assets in excess of $2,000,000, nor average revenue of $6,000,000 for a three year period. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Marsala's Offer and to impose the sanctions which are set forth in the Offer. Accordingly, IT IS HEREBY ORDERED that: 1. Effective immediately, Marsala be, and hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer, with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission; and 2. Effective immediately, Marsala be, and hereby is, barred for five years from participating in an offering of penny stock. By the Commission. Jonathan G. Katz Secretary Service List Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of all written orders or decisions issued by the Commission or by a hearing officer. The attached Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Sanctions has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 11-6 Washington, D.C. 20549 Securities and Exchange Commission Northeast Regional Office Seven World Trade Center New York, New York 10048 Attn.: Lamond William Kearse, Esq. John Marsala 9 East 75th Street Apt. 5A New York, New York 10021 Eric Levine, Esq. Attorney for Respondent John Marsala Solovay, Marshall & Edlin 845 Third Avenue New York, New York 10022 Jill Peterson Senior Counsel Branch of Regional Office Assistance Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 8-9 Washington, D.C. 20549 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Administrative Proceeding File No. 3 - ______________________________ : In The Matter Of : : OFFER OF SETTLEMENT John Marsala, : OF JOHN MARSALA : Respondent. : : : ______________________________: I. John Marsala ("Marsala"), pursuant to Rule 240(a) of the Rules of Practice of the Securities and Exchange Commission ("Commission"), 17 C.F.R. 201.240(a), submits this Offer of Settlement of John Marsala ("Offer") in anticipation of the institution of a public administrative proceeding against him pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). II. This Offer is submitted solely for the purpose of settling this proceeding and with the express understanding that it will not be used in any way in this or any other proceeding unless the Offer is accepted by the Commission. If the Offer is not accepted by the Commission, the Offer is withdrawn without prejudice to Marsala and shall not become a part of the record in this or any other proceeding, except for the waiver expressed in Section IV with respect to Rule 240.(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(5). III. On the basis of the foregoing, Marsala hereby: A. Admits the jurisdiction of the Commission over him and over the matters set forth in the Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"); and B. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth in paragraph III.B.1. below, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. below, which he admits, Marsala consents to the entry of an Order by the Commission: 1. Making findings that: a. Respondent John Marsala ("Marsala") was born on November 13, 1962 and is a resident of New York, New York. b. Marsala was associated with Douglas Stewart Securities, Inc. ("Douglas Stewart") from November 1986 through August 1989. c. Marsala pled guilty, on April 25, 1994, in the United States District Court for the District of New Jersey, to one felony count under 18 U.S.C. 371 for conspiracy to commit securities fraud. The Court entered the judgment of conviction on December 20, 1996, United States v. John Marsala, Cr. 94-211(01) (D.N.J.) (Dec. 20, 1996) (JWB). d. The Information underlying the conviction charged, among other things, that in 1988 and 1989, while associated with Douglas Stewart, Marsala participated in a scheme to manipulate the securities of Vista Capital Corp. ("Vista") and Akklaim Entertainment, Inc. ("Akklaim"). Marsala participated in the scheme by buying or selling Vista and Akklaim securities for Douglas Stewart and his customers at times and at prices determined by his co-conspirators. Marsala's co-conspirators also determined the brokerage firms from which and to which the Vista and Akklaim stock was bought and sold. e. On December 20, 1996, the Court sentenced Marsala to serve concurrently three years probation, five months home confinement, and 150 hours of community service. f. Vista was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C.  78o(d). Vista's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Vista was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Vista common stock was less than five dollars per share. At no time relevant to this matter did Vista have net tangible assets in excess of $2,000,000, nor average revenue of $6,000,000 for a three year period. 2. Ordering that: a. Effective immediately, Marsala be, and hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer, with the right to reapply for association after five years to the appropriate self- regulatory organization, or if there is none, to the Commission; and b. Effective immediately, Marsala be, and hereby is, barred for five years from participating in an offering of penny stock. IV. By submitting this Offer, Marsala hereby acknowledges his waiver of those rights specified in Rules 240(c)(4) and 240(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(4) and 201.240(c)(5). V. Marsala states that he has read and understands the foregoing Offer; he understands that final acceptance by the Commission of this Offer will only be by means of the issuance of its findings and order and opinion, if any, issued in this proceeding; and he recognizes and avers that this Offer is made voluntarily, and that no promises, offers, threats or inducements of any kind or nature whatsoever has been made by the Commission or any member, officer, employee, agent or representative of the Commission in consideration of this Offer or otherwise, to induce him to submit this Offer. VI. Marsala acknowledges that he has been informed that the Commission, in its sole and exclusive discretion, may refer or grant access to this matter, or any information or evidence gathered in connection therewith, or derived therefrom, to any person or entity having appropriate civil, administrative or criminal jurisdiction. VII. Marsala understands that it is the Commission's policy set forth in 17 C.F.R. 202.5(e) not to permit a respondent to consent to an order that imposes a sanction while denying the allegations and findings contained in that order. In compliance with the Commission's policy, Marsala neither admits nor denies the findings contained in paragraph III.B.1. above, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. above, which he admits. Marsala further agrees: (i) not to take any action or to make or permit to be made any public statement denying, directly or indirectly, any allegation in the Order or creating the impression that the Order is without factual basis; and (ii) that upon the filing of this Offer, Marsala hereby withdraws any papers filed in this proceeding to the extent that they deny any allegation in the Order. If Marsala breaches this agreement, the Division of Enforcement may petition the Commission to vacate the Order and restore this proceeding to its active docket. Nothing in this paragraph affects Marsala's testimonial obligations or right to take legal positions in other non-Commission litigation or proceedings. Dated: August , 1997 ___________________________ John Marsala STATE OF NEW YORK ) ) ss.: COUNTY OF ) On this day of August 1997, before me personally appeared John Marsala, to me known to be the person who executed the foregoing Offer of Settlement, and he acknowledged to me that he executed the same. _______________________________ Notary Public