UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 55787 / May 21, 2007 ADMINISTRATIVE PROCEEDING File No. 3-12621 In the Matter of Marex.com, Inc., (n/k/a Marex, Inc.,) Modern Computer Systems, Inc., Panther Telecommunications Corp., Royal Casket Distribution Corp., Schoolwurks, Inc., SkyWay Communications Holding Corp., and South Beach Concepts, Inc. (n/k/a Global Franchise Concepts, Inc.,) Respondents. CORRECTED ORDER MAKING FINDINGS, AND REVOKING REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934 AS TO SKYWAY COMMUNICATIONS HOLDING CORP. I. The Securities and Exchange Commission (“Commission”) deems it necessary and appropriate for the protection of investors to accept the Offer of Settlement submitted by SkyWay Communications Holding Corp. (“SkyWay” or “Respondent”) pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these proceedings initiated against Respondent on April 24, 2007, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”). II. 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 it and the subject matter of these proceedings, which is admitted, Respondent consents to the entry of this Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to SkyWay Communications Holding Corp. (“Order”), as set forth below. 2 III. On the basis of this Order and the Respondent’s Offer, the Commission finds1: 1. SkyWay, (CIK 1128723), is a Florida corporation located in Clearwater, Florida, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). SkyWay filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in June 14, 2005 (Case No. 8:05-bk-11953-PMG) in the United States Bankruptcy Court for the Middle District of Florida, which is still pending. As of April 10, 2007, SkyWay’s common stock (symbol “SWYCQ”) was quoted on the Pink Sheets. 2. SkyWay has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder in that it has not filed any periodic reports with the Commission since it filed a Form 10-QSB for the period ended January 31, 2005. IV. Section 12(j) of the Exchange Act provides as follows: The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence. In view of the foregoing, the Commission deems it necessary and appropriate for the protection of investors to impose the sanction specified in Respondent’s Offer. Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that registration of each class of SkyWay’s securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked. For the Commission, by its Secretary, pursuant to delegated authority. Nancy M. Morris Secretary 1The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 55797 / May 22, 2007 Administrative Proceeding File No. 3-12639 SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST DAVID A. ZWICK BASED ON ENTRY OF PERMANENT INJUNCTION The Commission issued today an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing (Order) against David A. Zwick (Zwick) to determine what remedial action, if any, is appropriate in the public interest. On July 27, 2006, following a three-week trial in United States Securities and Exchange Commission v. David A. Zwick, et al., 03-CV-2742 (JGK) (HBP) (S.D.N.Y.), a jury found that Zwick violated Section 17(a) of the Securities Act, and both violated and aided and abetted violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. On May 1, 2007, the United States District Court for the Southern District of New York entered a final judgment against Zwick pursuant to the jury’s verdict, permanently enjoining him from violating the general antifraud provisions of the federal securities laws contained in Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5. The Commission’s complaint in the civil action alleged that Zwick, while associated with Suncoast Capital Group, Ltd. (Suncoast) as its chief executive officer, chief compliance officer, and as a principal of the firm, participated in a scheme under which a salesperson supervised by Zwick provided kickbacks in the form of undisclosed cash payments and improper gifts and gratuities to a bond trader employed by New York Life Insurance Company, Inc. (New York Life). In exchange for these kickbacks, Suncoast received a flow of securities transactions from New York Life, often at prices that favored Suncoast at the expense of New York Life. In many of these transactions, Suncoast charged New York Life off-market prices that were not reasonably related to prevailing market prices. The complaint further alleged that Zwick failed to disclose that Suncoast paid these kickbacks to the trader at New York Life in exchange for the flow of business and favorable prices. In the Order, the Division of Enforcement alleges that, after the jury rendered its verdict, the District Court issued a decision on the Commission’s Motion for Injunctive Relief, Disgorgement and Civil Money Penalties, in which the District Court found that Zwick’s conduct “was egregious,” “involved fraud, deceit, manipulation, and deliberate disregard of regulatory requirements,” and “was deliberate and occurred repeatedly over the course of more than a year.” A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, and in connection therewith, to afford Zwick an opportunity to establish defenses to such allegations, and to determine what remedial action, if any, is appropriate in the public interest. The Commission directed that an administrative law judge shall issue an initial decision in this matter within 210 days from the date of service of this Order.
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 55798 / May 22, 2007 Administrative Proceeding File No. 3-12640 SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST TERRENCE J. O’DONNELL BASED ON ENTRY OF INJUNCTION The Commission issued today an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing (Order) against Terrence J. O’Donnell (O’Donnell) to determine what remedial action, if any, is appropriate in the public interest. On July 27, 2006, following a three-week trial in United States Securities and Exchange Commission v. David A. Zwick, et al., 03-CV-2742 (JGK) (HBP) (S.D.N.Y.), a jury found that O’Donnell aided and abetted violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, pursuant to Section 20(e) of the Exchange Act. On May 1, 2007, the United States District Court for the Southern District of New York entered a final judgment against O’Donnell pursuant to the jury’s verdict, enjoining him for a period of five years from violating the general antifraud provisions of the federal securities laws contained in Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5. The Commission’s complaint in the civil action alleged that O’Donnell, while associated with Suncoast Capital Group, Ltd. (Suncoast) as a trader, participated in a scheme under which a salesperson employed by Suncoast provided kickbacks in the form of undisclosed cash payments and improper gifts and gratuities to a bond trader employed by New York Life Insurance Company, Inc. (New York Life). In exchange for these kickbacks, Suncoast received a flow of securities transactions from New York Life, often at prices that favored Suncoast at the expense of New York Life. In many of these transactions, Suncoast charged New York Life off-market prices that were not reasonably related to prevailing market prices. Most of these trades were executed by O’Donnell. The complaint further alleged that O’Donnell failed to disclose that Suncoast paid these kickbacks to the trader at New York Life in exchange for the flow of business and favorable prices. In the Order, the Division of Enforcement alleges that, after the jury rendered its verdict, the District Court issued a decision on the Commission’s Motion for Injunctive Relief, Disgorgement and Civil Money Penalties, in which the District Court found that O’Donnell’s “conduct involved fraud, deceit, manipulation, and deliberate disregard of regulatory requirements” and that “[t]his pattern of aiding and abetting the excessive-markup scheme cannot be considered an isolated occurrence.” A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, and in connection therewith, to afford O’Donnell an opportunity to establish defenses to such allegations, and to determine what remedial action, if any, is appropriate in the public interest. The Commission directed that an administrative law judge shall issue an initial decision in this matter within 210 days from the date of service of this Order.
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