UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 49348 / March 2, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11417

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Steven Arevalo ("Arevalo") and Mark Hanna ("Hanna") (collectively "the Respondents").

II.

In anticipation of the institution of these proceedings, the Respondents have submitted Offers of Settlement (the "Offers") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Sections III. A. 2 and 4, and B. 2 and 4, below, which are admitted, Respondents consent to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and the Respondents' Offers, the Commission finds that:

A. Steven Arevalo

1. Arevalo was a registered representative employed by HGI, Inc. ("HGI") from February 1994 through March 1997. HGI was registered with the Commission as a broker-dealer. Arevalo, 40 years old, is a resident of North Babylon, New York.

2. On February 20, 2004, a Final Judgment and Order on Consent was entered against Arevalo, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. HGI, Inc., et. al, 99 Civ. 3866 (DLC), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that while registered with HGI, Arevalo committed numerous sales practice violations in the accounts of his customers including: (a) executing unauthorized trades; (b) failing to execute customer sell orders; (c) failing to execute stop-loss orders; and (d) making baseless price predictions and other material misrepresentations to customers.

4. On May 17, 2002, Arevalo pled guilty to one count of conspiracy to commit securities fraud in violation of Title 18 United States Code Section 371, before the United States District Court for the Eastern District of New York, in United States v. Steven Arevalo, 01 CR 0076. On March 14, 2003, Arevalo was sentenced to 24 months in prison and ordered to pay restitution up to $800,000.

5. The felony count of the indictment to which Arevalo pled guilty alleged, inter alia, that Arevalo artificially inflated the demand for certain securities and defrauded customers in connection with securities transactions.

B. Mark Hanna

1. Hanna was a registered representative employed by HGI, which was registered with the Commission as a broker-dealer. Hanna, who was the secretary and chairman of HGI and owned 39.75% of its stock, worked at HGI from 1992 until HGI ceased doing business in June 1997. Hanna, 43 years old, is a resident of Muttontown, New York.

2. On January 26, 2004, a Partial Judgment and Order on Consent was entered against Hanna, permanently enjoining him from future violations of Section 17(a) of the 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 and Rules 101 and 102 of Regulation M thereunder, in the civil action entitled Securities and Exchange Commission v. HGI Inc., et. al., 99 Civ. 3866 (DLC), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that Hanna was a control person of HGI and trained HGI registered representatives to commit numerous sales practice violations, including: (a) executing unauthorized trades; (b) failing to execute customer sell orders; (c) failing to execute stop-loss orders; (d) soliciting customers to purchase HGI House Stocks in the aftermarket prior to the completion of the initial public offerings for those securities; and (e) making baseless price predictions and other material misrepresentations to customers.

4. On November 15, 2002, Hanna pled guilty, in connection with his conduct while at HGI, to one count of securities fraud in violation of Title 15 United States Code, Section 78j(b), one count of conspiracy to commit securities fraud in violation of Title 18 United States Code, Section 371 and one count of unlawful monetary transaction in violation of Title 18 United States Code, Section 1957, before the United States District Court for the Eastern District of New York, in United States v. Mark Hanna, 01 CR 0076.

5. The felony counts of the indictment to which Hanna pled guilty alleged, inter alia, that Hanna (a) prior to initial public offerings, caused certain purchasers to enter into sham "lock-up" agreements and then directed the purchasers to sell their shares to HGI at prices substantially below the price of the stock in the secondary market; (b) used fraudulent sales practices and defrauded customers in connection with transactions in the securities of Univec, Inc.; and (c) knowingly and intentionally engaged in a monetary transaction in criminally derived property that had a value of more than $10,000 and which was derived from securities fraud and caused those monies to be deposited into a bank account.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondents' Offers.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that the Respondents be, and hereby are, barred from association with any broker or dealer.

Any reapplication for association by the Respondents will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondents, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission,

http://www.sec.gov/litigation/admin/34-49348.htm