U.S. Securities and Exchange Commission

Litigation Release No. 18324 / September 5, 2003

, Civil Action No. 3 03-2843-10 (D.S.C.).

SEC Charges Mohamad Elzein, Hussein El Zein And Darin Knee With Conducting A
Fraudulent, Unregistered Offering of Securities

   The Securities and Exchange Commission (the "Commission") announced
   that on September 2, 2003, it filed a complaint in the United States
   District Court for the District of South Carolina against Mohamad
   Elzein, individually and d/b/a/ Focus Mentors Elzein Management;
   Hussein El Zein; and Darin Knee. The complaint alleges that from
   approximately July through October 2001, the defendants raised
   approximately $541,000 from investors in a fraudulent, unregistered
   offering of securities. At the time of the conduct alleged in the
   complaint, Mohamad Elzein and Hussein El Zein were residents of
   Columbia, South Carolina. Knee is a resident of Winter Park, Florida.

   The Commission's complaint alleges that the defendants offered and
   sold securities to investors in the form of investment contracts.
   According to the complaint, no registration statement was filed with
   the Commission in connection with the offers and sales, and no
   exemption from registration exists. The complaint alleges that the
   offering documents used, variously, all of the following names in
   describing the entity that was sponsoring the investment Focus Mentors
   Elzein Management, FMEM and FMEM International, Inc. (collectively
   referred to as "Focus Mentors"), as well as FEME Focus Enterprises,
   Inc. The latter is a Georgia corporation solely owned by another
   individual, and the corporate name was used without the knowledge or
   consent of the owner.

   According to the complaint, the defendants made materially false and
   misleading statements and omissions in connection with the offers and
   sales of the investment contracts including, among other things, false
   historical returns, and promised returns without a reasonable basis
   therefor. Also, according to the complaint, the private placement
   memorandum utilized by the defendants inaccurately stated that Focus
   Mentors was fully insured by Allstate Insurance Company, such that the
   assets of Focus Mentors were protected in the unlikely case that Focus
   Mentors or its executives were to declare bankruptcy. The complaint
   further alleges that the private placement memorandum falsely stated
   that each client's principal investment was protected in the case of
   acts of dishonesty. These statements were false because Focus Mentors
   did not have such insurance.

   The complaint also alleges that Knee promoted Focus Mentors on his