UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 50873 / December 16, 2004

Admin. Proc. File No. 3-11774

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 Rule 102(e)(3) of the Commission's Rules of Practice against Ulysses "Thomas" Ware ("Ware" or "Respondent").¹

II.

The Commission finds that:

A. RESPONDENT

1. Ware, a resident of Atlanta, Georgia, is an attorney licensed to practice law in the State of Georgia. Since 1998, Ware has practiced law under the name Rosenfeld Goldman & Ware, Inc. ("RGW"), a Georgia corporation. Ware is the sole director, officer, shareholder and control person of RGW. Ware also purports to offer "investment banking" services through RGW.

B. CIVIL INJUNCTION

1. On October 22, 2004, the U.S. District Court for the District of Nevada entered a judgment against Ware permanently enjoining him from future violations of Sections 5(a), 5(c), 17(a), and 17(b) of the Securities Act of 1933, and Sections 10(b) and 13(d) of the Securities Exchange Act of 1934 and Rules 10b-5 and 13d-1 thereunder. Securities and Exchange Commission v. Investment Technology, Inc. et al., Case No. CV-S-03-0831 (D. Nev.). The Court entered the final judgments as a sanction for Ware's repeated misconduct. In its order, the Court stated that it entered the default judgment because Ware continued to act in bad faith even after the Court had imposed multiple monetary sanctions against him.

2. The Commission's complaint alleged that Ware, RGW and others, participated in a fraudulent scheme to manipulate the stock of Investment Technology, Inc., a Las Vegas, Nevada publicly traded company. The complaint alleged that the Ware violated the federal securities laws by masterminding a campaign to promote Investment Technology and its purported on-line casino through false and misleading analyst reports and press releases. According to the complaint, Ware induced Investment Technology to issue S-8 shares to him as compensation for investment banking, promotional and legal services. While disseminating false and misleading information concerning Investment Technology and its purported on-line casino, Ware sold these shares to the public, amassing profits in excess of $171,000.

III.

Based upon the foregoing, the Commission finds that a court of competent jurisdiction has permanently enjoined Ware from violating the federal securities laws within the meaning of Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice. In view of this finding, the Commission deems it appropriate and in the public interest that Ware be temporarily suspended from appearing or practicing before the Commission.

IT IS HEREBY ORDERED, effective immediately, that Ware be, and hereby is, temporarily suspended from appearing or practicing before the Commission.

IT IS FURTHER ORDERED that Ware may within thirty days after service of this Order file a petition with the Commission to lift the temporary suspension. If the Commission within thirty days after service of the Order receives no petition, the suspension shall become permanent pursuant to Rule 102(e)(3)(ii).

If a petition is received within thirty days after service of this Order, the Commission shall, within 30 days after the filing of the petition, either lift the temporary suspension, or set the matter down for hearing at a time and place to be designated by the Commission, or both. If a hearing is ordered, following the hearing, the Commission may lift the suspension, censure the petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a period of time, or permanently, pursuant to Rule 102(e)(3)(iii).

This Order shall be served upon Ware personally or by certified mail at his last known address.

By the Commission.

Endnotes

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¹ Rule 102(e)(3)(i) provides, in relevant part that:

The Commission, with due regard to the public interest and without preliminary hearing may, by order, …suspend from appearing or practicing before it any…attorney…who has been by name…permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.

http://www.sec.gov/litigation/admin/34-50873.htm