UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
RELEASE NO. 7748 / September 30, 1999

   SECURITIES EXCHANGE ACT OF 1934
   RELEASE NO. 41950 / September 30, 1999

   ADMINISTRATIVE PROCEEDING FILE NO. 3-10055

   The Commission has instituted a public administrative and
   cease-and-desist proceeding, pursuant to pursuant to Section 8A of the
   Securities Act of 1933 (Securities Act) and Sections 15(b) and 21C of
   the Securities Exchange Act of 1934 (Exchange Act) against Madlyn L.
   Ferro (Ferro) and Dwight H. Stephens (Stephens). The proceeding is
   based upon allegations that Ferro, who was associated with Rich
   Management Corp. (Rich Management), an unregistered broker-dealer, and
   Stephens, who was associated with Cyber-Tech Marketing & Consulting
   Group, Inc. (Cyber-Tech), another unregistered broker-dealer, each
   engaged in the unlawful sale of unregistered securities of Friendly
   Power Company (Friendly Power). The unregistered securities took the
   form of partnership units in various franchises in Friendly Power.

   The administrative and cease-and-desist proceeding against Ferro is
   based upon allegations that Ferro offered and sold the Friendly Power
   partnership units on behalf of Rich Management through unsolicited
   telephone solicitations to investors located nationwide, that Rich
   Management raised more than $5 million of the total amount raised in
   the Friendly Power offering, and that Rich Management received over $2
   million in commission payments. The proceedings are also based on
   allegations that Ferro was one of Rich Management's unregistered
   representatives, had worked with the principals of Friendly Power and
   Rich Management for several years, previously sold partnership units
   in at least one other venture started by the principals of Friendly
   Power and Rich Management, and that between November 1997 and July
   1998, Ferro sold approximately 20 of the Friendly Power partnership
   units in return for commissions from Rich Management of $52,252.70.

   The administrative proceeding against Stephens is based upon
   allegations that Stephens was associated as an officer and director of
   Cyber-Tech, and that between November 1997 and July 1998, Cyber-Tech
   offered and sold the Friendly Power securities to the general public.
   The proceedings are also based on allegations that on June 28, 1999,
   in the case of SEC v. Friendly Power Company, LLC, et al.,
   98-2902-CIV-KING (S.D. Fla.), the United States District Court for the
   Southern District of Florida entered a final judgment of permanent
   injunction and other relief, by default, enjoining Stephens from
   violating the antifraud and securities and broker-dealer registration