UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50155 / August 5, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11507

I.

In connection with previously instituted public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"),¹ Respondent Richard Wolff ("Wolff" or "Respondent") has submitted an Offer of Settlement ("Offer") 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 in which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section II.B. and II.D., below, which are admitted, Wolff consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Against Richard Wolff ("Order"), as set forth below.

II.

On the basis of this Order and the Respondent's Offer, the Commission finds that:

A. At all relevant times, Wolff worked as a stock promoter for International Investment Group, Ltd. ("IIGR"), a Delaware corporation whose principal offices were in New York, New York. The common stock of IIGR was publicly traded on the over-the-counter market.

B. On July 2, 2003, Wolff was permanently enjoined by the United States District Court for the Southern District of New York in SEC v. Ruge, et al., 97 Civ. 9306 (S.D.N.Y.) (DAB), from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

C. The Commission's complaint in the above-referenced action alleged, among other things, that:

1. From June 1995 through February 1996, the Defendants, including Wolff, engaged in a fraudulent scheme to manipulate the public trading market for securities issued by IIGR through the payment of undisclosed bribes to various registered representatives and other individuals who sold IIGR stock to the public without disclosing payment of the bribes. The chairman of IIGR provided blocks of IIGR shares to Wolff and other promoters at a substantial discount from the prevailing market price so that Wolff and the other promoters could sell those shares to brokers who would then sell the IIGR shares to retail investors at inflated prices. Wolff and the other promoters paid bribes to the brokers to induce them to sell the IIGR shares. Wolff and the other promoters kept a portion of the proceeds from the sale of the shares for themselves and remitted the balance to IIGR's chairman. The Defendants collectively received approximately $500,000 in illegal profits from the fraudulent scheme.

2. Wolff violated Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in connection with the offer and sale of IIGR securities.

D. On November 6, 1997, Wolff pleaded guilty to one count of conspiracy to commit securities fraud, wire fraud and commercial bribery in violation of 18 U.S.C. § 371, and one count of wire fraud in violation of 18 U.S.C. §§ 2, 1343 and 1346. United States v. Richard Wolff, 97 Cr. 1156 (S.D.N.Y.) (MBM).

E. The Information underlying Wolff's conviction alleged, among other things, that from June 1995 to May 1997, Wolff offered and made secret payments to securities brokers to induce the brokers to cause their customers to purchase IIGR stock for the purpose of artificially inflating the stock price.

F. On the basis of his guilty plea, Wolff was sentenced to five years probation, including six months in home confinement. As part of his criminal sentence, Wolff was ordered to pay $976,848.36 in restitution.²

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondent Wolff's Offer.

Accordingly, it is hereby ORDERED:

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

Any reapplication for association by Respondent Wolff 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 Respondent, 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.

For the Commission, by its Secretary, pursuant to delegated authority.

Endnotes

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¹ The Order Instituting Proceedings in this matter was issued on June 2, 2004.

²Wolff was ordered to pay $976,848.36 in restitution in a supplemental judgment which, when combined with $643,541.11 in restitution he was originally ordered to pay, resulted in total restitution for Wolff of $1,620,389.47.

http://www.sec.gov/litigation/admin/34-50155.htm