United States of America
Before the
Securities and Exchange Commission

Securities Act of 1933
Release No. 8069 / March 8, 2002

Securities Exchange Act of 1934
Release No. 45520 / March 8, 2002

Administrative Proceeding
File No. 3-10277

I.

On September 6, 2000, the Securities and Exchange Commission ("Commission") instituted public cease-and-desist and administrative proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h), and 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Platinum Equities, Inc. ("Platinum Equities"), Blackheath & Kent Holdings, Inc. ("Blackheath & Kent"), John J. Kenny ("Kenny"), and Pasquale Forti ("Forti") (collectively, "Respondents").

II.

Platinum Equities, Blackheath & Kent, Kenny, and Forti have submitted Offers of Settlement ("Offers"), 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 in which the Commission is a party, and without admitting or denying the findings contained herein, except for the jurisdiction of the Commission over them and over the subject matter of these proceedings, which are admitted, Respondents consent to the entry of the findings, a cease-and-desist order, and the imposition of the remedial sanctions set forth herein.

III.

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

1. Platinum Equities is a New York corporation with its principal place of business in New York, New York. Platinum Equities is, and was during the period from February 1998 through August 1998, registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Exchange Act.
    
2. Blackheath & Kent is a Delaware corporation with its principal place of business in New York, New York. Blackheath & Kent is, and was during the period from February 1998 through August 1998, the controlling shareholder of Platinum Equities.
    
3. Kenny, age 33, resides in Vorhees, New Jersey. Kenny is, and was during the period from February 1998 through August 1998, a registered representative and president of Platinum Equities and vice-president of Blackheath & Kent.
    
4. Forti, age 33, resides in Swedesboro, New Jersey. Forti is, and was during the period from February 1998 through August 1998, a registered representative and vice-president of Platinum Equities.
    
5. New Directions Manufacturing, Inc. ("New Directions") is, and was at all times relevant hereto, a Nevada corporation. During all times relevant hereto, New Directions' principal place of business was in Phoenix, Arizona, and its primary business was designing, manufacturing and selling contemporary furniture products. New Directions common stock was registered pursuant to Section 12(g) of the Exchange Act and quoted on the OTC Bulletin Board.
    
6. From February 1998 through August 1998, Platinum Equities, Kenny, Forti, and employees under their control, directly and indirectly, induced investors to purchase securities of New Directions.
    
7. Platinum Equities' customers bought 332,850 shares of New Directions common stock for $1,060,082.06 in forty-eight transactions.
    
8. Blackheath & Kent sold, through an unrelated broker-dealer, shares of New Directions common stock that it owned in matched transactions of identical or nearly identical quantities at or about the same time Platinum Equities' customers were purchasing New Directions shares.
    
9. In connection with the sale and purchase of New Directions securities, Platinum Equities, Kenny, and Forti misrepresented and omitted to inform their customers of material facts, including, but not limited to i) that Blackheath & Kent, the holding company of Platinum Equities, was selling New Directions shares in transactions that matched the customers transactions and ii) that Platinum Equities was, in effect, acting as principal, not agent, in the transactions.
    
10. In confirmation statements sent to customers by Platinum Equities regarding the transactions described in Paragraphs 5 though 9 above, Platinum Equities misrepresented and omitted material facts including, but not limited to, whether Platinum Equities was acting as principal or agent. Kenny and Forti caused Platinum Equities to send such false confirmation statements.
     
11. Platinum Equities, Blackheath & Kent, Kenny, and Forti willfully violated Section 17(a)(1) of the Securities Act by, 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, employing devices, schemes, and artifices to defraud, as more particularly described in Paragraphs 5 though 10 above.
     
12. Platinum Equities, Blackheath & Kent, Kenny, and Forti willfully violated Sections 17(a)(2) and 17(a)(3) of the Securities Act by, 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, (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 5 though 10 above.
     
13. Platinum Equities, Blackheath & Kent, Kenny, and Forti willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by, directly and indirectly, using the means and instrumentalities of interstate commerce and using the mails, in connection with the purchase and sale of securities, (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 5 though 10 above.
     
14. Platinum Equities willfully violated Section 10(b) of the Exchange Act and Rule 10b-3 thereunder by, while acting as a broker-dealer, directly and indirectly, using the means and instrumentalities of interstate commerce and using the mails, in connection with the purchase or sale of securities otherwise than on a national securities exchange, using and employing: (1) acts, practices, and courses of business which operated as a fraud or deceit upon purchasers of securities and (2) untrue statements of material facts and omissions of material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, which statements or omissions were made with knowledge or reasonable grounds to believe that they were untrue or misleading, as more particularly described in Paragraphs 5 though 10 above.
     
15. Platinum Equities willfully violated Section 10(b) of the Exchange Act and Rule 10b-10 thereunder by, while acting as a broker-dealer, effecting for or with the accounts of customers transactions in, or inducing the purchase or sale by such customers of, securities, without giving or sending to such customers, at or before completion of such transactions, written notification accurately disclosing: (1) whether Platinum Equities was acting as agent to its customers, as agent for some other persons, or as principal for its own account and (2) where Platinum Equities was acting a principal, whether it was a market maker in the security, as more particularly described in Paragraphs 5 though 10 above.
     
16. Platinum Equities willfully violated Section 15(c)(1) of the Exchange Act and Rule 15c1-2 thereunder by, while acting as a broker-dealer, using the means or instrumentalities of interstate commerce and using the mails, effecting transactions in, or inducing or attempting to induce the purchase or sale of the securities, by means of manipulative, deceptive or other fraudulent devices or contrivances, including acts, practices or courses of business which operated or would operate as a fraud or deceit or made untrue statements of material fact or 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, which statements or omissions were made with knowledge or reasonable grounds to believe they were untrue or misleading, as more particularly described in Paragraphs 5 though 10 above.
     
17. Kenny and Forti caused the violations of Sections 17(a)(1), (2), and (3) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act, and Rules 10b-3, 10b-5, 10b-10, and 15c1-2 thereunder by Platinum Equities, as more particularly described in Paragraphs 5 though 10 above.
     
18. Respondent Platinum Equities submitted a sworn Statement of Financial Condition dated January 22, 2002, and other evidence and has asserted its inability to pay disgorgement plus prejudgment interest or a civil penalty.
     
19. Respondent Blackheath & Kent submitted a sworn Statement of Financial Condition dated January 22, 2002, and other evidence and has asserted its inability to pay disgorgement plus prejudgment interest or a civil penalty.
     
20. Respondent Kenny submitted a sworn Statement of Financial Condition dated November 30, 2001, and other evidence and has asserted his inability to pay disgorgement plus prejudgment interest or a civil penalty.
     
21. Respondent Forti submitted a sworn Statement of Financial Condition dated December 3, 2001, and other evidence and has asserted his inability to pay disgorgement plus prejudgment interest or a civil penalty.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offers submitted by the Respondents.

ACCORDINGLY, IT IS ORDERED that:

1. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, that Respondents Platinum Equities, Blackheath & Kent, Kenny, and Forti cease and desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act, and Rules 10b-3, 10b-5, 10b-10, and 15c1-2 thereunder;
    
2. Pursuant to Section 15(b)(4) of the Exchange Act, that the registration of Respondent Platinum Equities as a broker-dealer be, and hereby is, revoked effective immediately;
    
3. Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Blackheath & Kent be, and hereby is, barred from association with any broker or dealer;
    
4. Pursuant to Section 15(b)(6) of the Exchange Act, that Respondents Kenny and Forti be, and hereby are, barred from association with any broker or dealer, with the right to reapply for association after one year to the appropriate self-regulatory organization, or if there is none, to the Commission;
    
5. Pursuant to Section 15(b)(6) of the Exchange Act, that Respondents Kenny and Forti be, and hereby are, barred from participating in any offering of penny stock, including: acting as a promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer, or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock;
    
6. Respondents Platinum Equities, Blackheath & Kent, and Kenny shall pay disgorgement of $265,020.50 plus prejudgment interest each, but payment of such amounts is waived based upon their sworn representations in Statements of Financial Condition dated January 22, 2002, January 22, 2002 and November 30, 2001, respectively, and other documents submitted to the Commission;
    
7. Respondent Forti shall pay disgorgement of $265,020.50 plus prejudgment interest. Respondent Forti shall pay $2,000 within ten (10) days of this Order, $2,000 within forty (40) days of this Order, $2,000 within seventy (70) days of this Order, $2,000 within one hundred (100) days of this Order, $2,000 within one hundred thirty (130) days of this Order, for a total of $10,000 in payments. Such payments shall be (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the Securities and Exchange Commission; (c) mailed by certified mail to the Comptroller, Securities and Exchange Commission, 6432 General Green Way, Alexandria, VA 22312; and (d) submitted under a cover letter that identifies Forti as a respondent in these proceedings. Payment of the remainder of the disgorgement is waived based upon Respondent Forti's sworn representations in his Statement of Financial Condition dated December 3, 2001 and other documents submitted to the Commission; and
    
8. Based upon Respondents' sworn representations in their Statements of Financial Condition dated January 22, 2002, January 22, 2002, November 30, 2001, and December 3, 2001 and other documents submitted to the Commission, the Commission is not imposing penalties against Respondents; and
    
9. That the Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents provided accurate and complete financial information at the time such representations were made; (2) seek an order directing payment of disgorgement and pre-judgment interest; and (3) seek an order directing payment of the maximum civil penalty allowable under the law. No other issue shall be considered in connection with this petition other than whether the financial information provided by Respondents was fraudulent, misleading, inaccurate, or incomplete in any material respect. Respondents may not, by way of defense to any such petition: (1) contest the findings in this Order; (2) assert that payment of disgorgement and interest should not be ordered; (3) contest the amount of disgorgement and interest to be ordered; (4) assert that payment of a penalty should not be ordered; (5) contest the imposition of the maximum penalty allowable under the law; or (6) assert any defense to liability or remedy, including, but not limited to, any statute of limitations defense.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/33-8069.htm