UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Act of 1933
Release No. 7780 / November 22, 1999
Securities Exchange Act of 1934
Release No. 42165 / November 22, 1999
Administrative Proceeding
File No. 3-10107
In the Matter of
Windswept Environmental
Group, Inc.
Respondent
ORDER INSTITUTING PUBLIC
ADMINISTRATIVE PROCEEDINGS,
MAKING FINDINGS, IMPOSING
REMEDIAL SANCTIONS AND
ISSUING CEASE-AND-DESIST ORDER
I.
The Securities and Exchange Commission ("Commission") deems it
appropriate that public administrative proceedings be instituted
pursuant to Section 8A of the Securities Act of 1933 ("Securities
Act") and Section 21C of the Securities Exchange Act of 1934
("Exchange Act") against Windswept Environmental Group, Inc.
("Windswept" or the "Company").
II.
In anticipation of the institution of this administrative proceeding,
Windswept has submitted an Offer of Settlement ("Offer") which the
Commission has determined is in the public interest to accept. Solely
for the purpose of this proceeding, and any other proceeding brought
by or on behalf of the Commission or in which the Commission is a
party, Windswept, without admitting or denying the findings contained
herein, except admitting the jurisdiction of the Commission over it
and the subject matter of this proceeding, consents to the issuance of
this Order Instituting Public Administrative Proceedings, Making
Findings, Imposing Remedial Sanctions and Issuing Cease-and-Desist
Order ("Order") and the entry of findings set forth below.
III.
Accordingly, IT IS ORDERED that public administrative proceedings
pursuant to Section 8A of the Securities Act and Section 21C of the
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS, IMPOSING REMEDIAL
The Securities and Exchange Commission deems it appropriate that public administrative
In anticipation of the institution of this administrative proceeding, Windswept has submitted
Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf
the entry of findings set forth below.
Accordingly, IT IS ORDERED that public administrative proceedings pursuant to Section 8A of
Windswept, f/k/a Comprehensive Environmental Systems, Inc. f/k/a Integrated Resource
From 1994 through October 1996, Windswept fraudulently issued more than four million shares
Windswept failed to disclose the true circumstances surrounding the issuance of this stock in
F. In July 1994, Windswept issued an option to purchase 200,000 shares of stock at $5 per
The shares were registered on a Form S-8 Registration Statement filed with the Commission on
In August 1994, Windswept issued 500,000 shares of unregistered stock to Sampson Leasing
The stock was not registered in purported reliance on Regulation S, which provides a safe
Sampson Leasing was a non-operational Venezuelan shell company controlled by the Trio and it
These public filings also failed to disclose that Sampson Leasing was a nominee of the Trio.
The stock was "registered" pursuant to a Form S-8 Registration Statement filed with the
J. From May 1995 through May 1996, Windswept issued a total of 2,800,000 shares of
In fact, Broadcast, a nominee of Donald Kessler, who at the time was Windswept's president
L. During the Relevant Period, Windswept's books and records, including corporate
N. None of the stock issuances described in subparagraphs F, H, I, and K hereof were properly
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