SEC v. Gerald Harold Levine; Marie A. Levine; Mary Ann Metz; Darin Scott Metz; Alan Bruce Copela; Isaac Barrett Morley, et al., No. 2:07-cv-00506-LDG, District of Columbia (Apr. 18, 2007) — Complaint

Richard E. Simpson
Fredric
D. Firestone
Gregory
G. Faragasso
Kurt G. Gresenz
Heidi
H. Mayor
Attorneys for Plaintiff
SECURITIES
ANb EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C.
20549-4030
(202) 55 1-4492
(Simpson)
(202) 772-9246 (fax)
simpsonr@sec. gov
UNITED STATES DISTRICT COURT
DISTRICT OF
NEVADA
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
GERALD HAROLD LEVINE, MARIE A.
LEVINE,
MARY ANN METZ, DARIN SCOTT METZ,
ALAN BRUCE COPELA.,
ISAAC BARRETT MORLEY,
BRUCE CHET ROTHENBERG
AND
NUSTAR HOLDINGS, INC.,
Defendants,
and
WIRE TO WIRE, INC.,
PUBLIC HIGHWAY,
INC.,
THE 1975 TRUST AND
GLOBAL ENVIRONMENTAL SYSTEMS, INC.,
Relief Defendants.
COMPLAINT

Plaintiff U.S. Securities and Exchange Commission (the Commission) alleges as follows
against the above-named Defendants and Relief Defendants:
JURISDICTION AND VENUE
1.
The Commission brings this action pursuant to Sections 20(b) and 22(a) of the
Securities Act of 1933 (the "Securities Act") [15 U.S.C.
$$ 77t(b) and 77v(a)], and Sections
21(d) and (e) and 27 of the Securities Exchange Act of 1934 (the "Exchange Act") [15
U.S.C. $8
78u(d), (e) and 78aal. The Commission alleges that Defendants, directly and indirectly, made
use of the mails, the means and instruments of transportation and communication in interstate
commerce, and the means and instrumentalities of interstate commerce in connection with the
transactions, acts, practices and courses of business alleged in this Complaint.
2.
Venue is proper in this district pursuant to Section 22(a) of the Securities Act [I5
U.S.C. $ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. $78aa]. Certain Defendants are
found, are inhabitants, or transact business in this District, and certain acts and transactions
constituting violations of the federal securities laws occurred in this District.
SUMMARY
3.
Gerald Harold Levine, Marie A. Levine, and the other Defendants identified
below engaged in a fraudulent scheme to sell shares of Nu Star Holdings, Inc. (hereafter "Nu
Star") and other
"Pink Sheet" companies to innocent investors. From late 2003 through 2005,
Defendants established "boiler rooms" in Barcelona, Spain and Santa Ana, California to sell
shares of these companies. Defendants also sold shares
of Nu Star directly to several investors in
Western New York. Defendants' fraudulent conduct resulted in sales totaling approximately $4

million. Defendants' victims included retired persons, professionals, and businesses. In making
these sales, Defendants violated the federal securities laws in various ways, including the
following:
4 Certain Defendants artificially inflated the share price of Nu Star by malcing small
purchases of its stock.
Having succeeded in artificially inflating Nu Star's share price, certain Defendants
then offered that company's shares to the public at a price claimed to be a bbdiscount"
from the "market" price.
Certain Defendants sold shares of Nu Star while they possessed material non-public
information about it.
4 Certain Defendants made false statements about Nu Star by issuing a phony
"independent" research
report recommending that investors buy Nu Star and
preparing company reports that far overstated its prospects. They also failed to
disclose that commissions for boiler
room sales of Nu Star and other companies were
as high as 70 percent of the purchase price of the stocks.
Certain Defendants sold shares of Nu
Star without complying with the registration
provisions of the federal securities laws.
Certain Defendants acted as unregistered brokers in selling shares of Nu Star.
4.
Unless this Court enjoins Defendants, they will continue to engage in fraudulent
conduct similar to that alleged
in this Complaint. The Commission thus seeks the following
relief against Defendants:
4 An injunction permanently restraining Defendants fiom committing future violations
of the federal securities laws;

An order requiring disgorgement of all ill-gotten gains, plus prejudgment interest;
a An order imposing civil money penalties on each of the Defendants;
An order permanently bamng each of the individual Defendants (except Bruce Chet
Rothenberg) from serving as an officer or a director of any public company;
a An order permanently barring each of the individual Defendants from participating in
any future penny stock offerings; and
Other relief consistent with the evidence adduced at the trial of this case and
applicable law.
THE DEFENDANTS
5. Gerald Levine (hereafter "Gerald Levine") is a Las Vegas, Nevada resident and
president of Wire to Wire, Inc. (hereafter "Wire to Wire"). During the relevant period, Gerald
Levine controlled the affairs of Public Highway, Inc. (hereafter "Public Highway"), Aviation
Innovations and Research, Inc. (hereafter "AVRI"), Nu Star, Judgement Recovery Service, Inc.
(hereafter "JRS"), and Immune-Tree International, Inc. (hereafter bbIMUT").
In October 2003,
the Commission obtained a jury verdict against Gerald Levine for securities fraud in
SEC v. CEC
Industries, Inc., CV 99-2568 (D.D.C.).
6. Marie A. Levine (hereafter "Marie Levine") is a
Las Vegas, Nevada resident, and
Gerald Levine's wife. During the relevant period, Marie Levine was president, secretary and
treasurer of Public Highway, secretary and treasurer of Wire to Wire, secretary of WWW
Consulting, and was involved with AVRI, Nu Star, JRS, and IMUT. In October 2003, the
Commission obtained a jury verdict against Marie Levine for securities fraud in
SEC v. CEC
Industries, Inc., CV 99-2568 (D.D.C.).

7.
Mary Ann Metz is a Las Vegas, Nevada resident, and Marie Levine's daughter.
During the relevant period, Mary
Ann Metz was secretary and treasurer of many Levine-
controlled companies, including Nu Star and JRS, Inc.
In addition, she was involved with other
companies, as described below. Mary
Ann Metz holds a Series 63 license.
8.
Darin Scott Metz (hereafter "Darin Metz") is a Las Vegas, Nevada resident, and
Mary
Ann Metz's husband. During the relevant period, Darin Metz was president of Global
Environmental Systems, Inc. (hereafter "Global"), and he frequently bought stock of Nu Star for
his personal' account.
9.
Alan Bruce Copeland (hereafter "Alan Copeland") is a Santa Ana, California
resident. During the relevant period, Alan Copeland helped Gerald Levine establish boiler rooms
for offerings in AVRI, JRS and Nu Star.
In addition, he frequently bought stock of Nu Star for
his personal account.
In 1992, Alan Copeland pled guilty to federal mail fraud charges.
10.
Isaac Barrett Morley (hereafter "Isaac Morley") is a Provo, Utah resident. During
the relevant period, Isaac Morley was president of JRS and Nu Star. In addition, he helped
Gerald Levine establish the boiler room in Spain and assisted with the work of the boiler room in
Santa Ana. Isaac Morley is a member of the Utah Bar, which in 2000 suspended him for three
years from practicing law.
1 1. Bruce Chet Rothenberg (hereafter "Bruce Rothenberg") is an East Amherst, New
York resident. During the relevant period, Bruce Rothenberg assisted Gerald Levine and Marie
Levine in locating investors and selling shares of Nu Star to them.
In the early 1990's,
Rothenberg held Series 7,24 and
63 licenses, and worked as a securities broker.
12.
Nu Star is a Nevada corporation. Quotations for its stock appear in the "Pink
Sheets." Nu Star became a publicly traded issuer on April 23,2004, when Defendants changed

the name of Starbase-1 Coffee Company, Ltd. (Starbase) to Nu Star. Starbase was a shell
corporation without any operations, which Gerald Levine and Marie Levine created
in 1997,
During the relevant period, Nu Star did not file a registration statement for its stock.
In 2004, Nu
Star was not subject to the reporting requirements of Section 1 3(a) or
1 5(d) of the Exchange Act.
Nu Star has three subsidiaries: JRS, Bridge Technologies (Bridge) and Alcor Software (Alcor).
THE RELIEF DEFENDANTS
1 3. Wire to Wire is a Nevada corporation, established in 1 994. It is not subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Gerald Levine controls
Wire to Wire, which has owned in excess of
26 percent of Nu Star's stock. Wire to Wire is also
the registered agent of
IMUT, Global and Public Highway. Global and Public Highway are not
publicly traded companies. Wire to Wire is the alter ego of Gerald and Marie Levine. Wire to
Wire owned their former residence, and it received funds
from investors, as specified below, and
paid personal expenses for the Levines.
14. Public Highway is a Nevada corporation. It has no active business operations, and
it
is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Marie Levine is its president, secretary, and treasurer. Wire to Wire is its registered agent. As
described below, Gerald Levine and Marie Levine also used Public Highway to receive investor
funds and pay their personal expenses. During the relevant period, Public Highway owned
approximately
13 percent of Nu Star's stock.
15.
The 1975 Trust is a trust that the Levines used to receive investor funds.
Mary
Ann Metz is the trustee of the 1975 Trust. The 1975 Trust has purchased The Delaware Escrow
Company.

16.
Global is a Nevada corporation. It is not subject to the reporting requirements of
Section
1 3(a) or 1 5(d) of the Exchange Act. Darh Metz is the president and Wire to Wire is the
registered agent of Global.
RELATED ENTITIES
17.
The Delaware Escrow Company (Delaware Escrow) was a business that
maintained accounts for corporate customers. During the relevant period, a business
acquaintance of Gerald kine operated Delaware Escrow.
FACTS
Gerald Levine and Others Set Up the Barcelona Boiler
Room
to Sell Stock in Pink Sheets Companies to Overseas Investors
18.
In late 2003, Defendants Gerald Levine, Alan Copeland and others opened a
"boiler room" in Barcelona, Spain. They used this facility to sell restricted shares of U.S.-based,
Pink Sheet companies to investors in the United Kingdom in violation of the federal securities
laws. Because of
U.K. media reports warning of hudulent offerings fkom Spain, these
Defendants acted to deceive investors into thinking their boiler room was a Swiss brokerage,
which operated under various names including "Stanfield Moritz Associates" and "Elliot Price
Associates." Gerald Levine and Alan Copeland hired telephone sales personnel
in Barcelona,
who could speak English and sell stock for large commissions.
19. Gerald Levine, Alan Copeland, Isaac Morley and others set up the Barcelona
boiler room, instructed the sales force, and provided them with "leads." Those leads were lists
of prospective investors
and their telephone numbers, which Gerald Levine had purchased.

Gerald Levine Formed the Pink Sheet Companies
20. Gerald Levine acquired control of various Pink Sheets companies so that the
Barcelona boiler room could sell restricted shares in such companies.
In early 2004, Gerald
Levine formed JRS, one of those companies. He then installed Isaac Morley as its president.
Between January and June 2004, the Barcelona boiler room sold JRS shares that were worth at
least $440,000.
21. Gerald Levine also used the Barcelona boiler room to sell shares of Nu Star, the
successor to his defunct shell corporation, Starbase. Gerald Levine and Marie Levine controlled
Starbase through Wire to Wire, their alter ego corporation. Wire to Wire owned many shares of
Starbase, and it had a "management services" contract with that company. On April 23,2004,
the Levines changed Starbase's name to Nu Star, arranged for Nu Star to acquire Alcor, and
subsequently arranged for it to acquire Bridge and JRS. Between May and June of 2004, and
from December 2004 through April 2005, Gerald Levine and Marie Levine used the Barcelona
boiler room to sell Nu Star stock. During that period, the Barcelona boiler room sold
approximately $2 million worth of Nu Star stock.
22. During the summer of 2004, Gerald Levine and Alan Copeland established a
separate boiler room in Santa Ana, California. They intended that it would permit them to
eliminate the commissions paid to the Barcelona sales force in favor of commission payments to
themselves. From August to December 2004, the Santa Ana operation sold approximately
$244,000 in Nu Star stock.

Unregistered Broker Sales and Materially False Statements
to Investors
in Western New York
23.
In the spring of 2004, Gerald Levine began selling shares of Nu Star to investors
in Western New York. First, he called Bruce Rothenberg to seek his help in making such sales.
He asked Bruce Rothenberg to identify potential investors for restricted shares in Nu Star.
In
consideration for this service, Gerald Levine offered Bruce Rothenberg shares in that company.
24. Based on his agreement with Gerald Levine, Bruce Rothenberg approached
several contacts and told them of the "opportunity" to invest in Nu Star. Bruce Rothenberg gave
potential investors Nu Star press releases and its business plan, which Gerald Levine had sent to
him. The Nu Star business plan contains materially false statements. It  falsely states that Nu Star
subsidiary Alcor has "saved Novel1 approximately $1,750,000," and projects acquiring 600 new
customers and first year revenue of nearly $1.6 million. The document also makes many of the
same false statements, described below, concerning the value of the business of Nu Star
subsidiary JRS.
In addition, it contains a balance sheet that falsely states that as of May 31,
2004, JRS had total assets of $6.83 million.
25. Gerald Levine also told Bruce Rothenberg the share price at which Wire to  Wire
would sell its Nu Star stock, which he claimed was at a "discount" to the market price. Based on
what Gerald Levine had told him, Bruce Rothenberg offered at least one potential investor
volume discounts for purchases of Nu Star stock. Gerald Levine hoped that this approach would
serve to induce the potential investor to buy more stock because it provided a lower price per
share for buying greater quantities. Bruce Rothenberg failed to inform potential investors that
Gerald Levine and others had artificially inflated Nu Star's share price, as described below in  this
Complaint.

26. Bruce Rothenberg gave the potential investors Gerald Levine's phone number.
After speaking with Gerald Levine, several investors purchased shares of Nu Star from Wire to
Wire.
In completing these transactions, investors gave Bruce Rothenberg checks made payable
to Wire to Wire. Bruce Rothenberg used Gerald Levine's Federal Express account to forward the
checks to him. Marie Levine cashed the checks and sent the stock certificates to Bruce
Rothenberg or directly to investors. Between August and December 2004, the investors bought
approximately 55,000 shares of Nu Star from Wire to Wire for a total of at least $149,000. After
the sales closed, Gerald Levine sent Bruce Rothenberg 2,000 restricted shares of Nu Star as
compensation.
The Barcelona Boiler Room Sales Force Made Materially False Statements and Omissions
about
JRS to Overseas Investors
27.
Gerald Levine and others also used the Barcelona boiler room to sell shares in
other Pink Sheets companies. Between approximately December 2003
and September 2004, the
boiler room sold shares of AVRI, a company that Gerald Levine controlled and into which he
had
merged a company that purportedly owned rights to manufacture and market a small airplane.
Between February and May 2005, the Barcelona boiler room sales force sold shares of
IMUT, a
company that purportedly makes health care products. Gerald Levine had merged IMUT into
AVRI and changed its name to IMUT. During those periods, sales of IMUT and AVRI shares
totaled approximately
$1.5 million.
28.
The Barcelona boiler room sales force made numerous material misstatements and
omissions to prospective investors about the companies whose stocks they were selling. Gerald
Levine instructed the Barcelona boiler room sales force to pitch the
JRS offering as a "pre-PO."
This term, which Gerald Levine did not define, misled investors for at least two reasons. First, it

suggests that an initial public offering for JRS would follow, even though Gerald Levine knew
that the public offering of JRS would not occur because he planned to merge
JRS into Nu Star,
Second, it suggests that the "pre-PO" price at which shares the Barcelona boiler room sales force
was offering these shares to investors would rise significantly after the offering, to the profit of
the purported "pre-PO" purchasers.
29.
In addition, the sales force falsely told prospective investors that an independent
firm that specialized in identifying undervalued stocks had identified JRS as one such stock. In
fact, the boiler room's supervisor, who received five percent of the money raised in these stock
sales, wrote the bogus research report. The research report duplicates language
in a Nu Star
brochure and business plan written or reviewed by Gerald Levine, Marie Levine, Alan Copeland,
Isaac Morley and Mary
Ann Metz.
30. The "Assets" section of the report falsely claims that JRS had "acquired and is
processing
an inventory of judgment contracts worth collectively over $121,000,000." In fact,
JRS, which purportedly obtains assignments of small claims court judgments and then pays
creditors a portion of what it collects, had only a few assignments, little cash flow and no profit.
The report contained a "buy" recommendation for JRS, which "Analyst Jeffrey
W. Griggs" at
"Stanfield Moritz Associates, a Private Research Equity Organization" purportedly authored. In
reality, no entity conducted any independent research about JRS, and
"Jeffrey W. Griggs" and
"Stanfield Moritz" are invented names.
3
1. The report falsely states that JRS had 400,000 shares outstanding as of 1213 1/03
and a "52-week [trading] range" of
$2 SO. In fact, JRS had only incorporated five days before the
report's date.
In addition, the report falsely states that, upon completion of the private placement,

"JRS will consummate its merger, file with the Commission and obtain a listing on the
NASDAQ: JRSI bending)."
32.
The boiler room sales force also made false statements to the potential investors.
For example, they stated that their "research" showed that the share price of JRS would go to
$5.00 after the expected merger. In addition, the sales force did not disclose to potential
investors that most of the funds raised would go to the excessive commissions for the boiler
room sales force. The sales force also deceived potential investors about the investors' ability to
sell their shares before the end of the period during which sales of JRS7s stock were restricted.
Gerald Levine Purposely Commingled and Misused Investor Funds
33,
Gerald Levine told the Barcelona boiler room sales force to instruct overseas
investors to wire transfer payments for their stock purchases to a Bank of America bank account
held in the name of Delaware Escrow. A business associate of Gerald Levine owned and
operated Delaware Escrow. Gerald Levine funneled the investors' payments through Delaware
Escrow to give a false appearance of legitimacy to the fraudulent enterprise. Specifically, Gerald
Levine and the Barcelona sales force misled investors to believe that
an independent escrow
agent with an account at a prominent bank would administer their funds and that the agent and
the
bank would not commingle or misuse their funds.
34.
Only a small percentage of the investors' payments ever went to the issuers of the
securities sold. Gerald Levine and Marie Levine instructed Delaware Escrow to wire the
majority of the investors' funds it received either to unrelated entities that the Levines controlled
or to the boiler room sales force.
In many cases, nearly 70 percent of the investors' funds went
toward commissions.

35.
Each week, Delaware Escrow sent the Levines the names of new investors and the
amount that each had paid. The wire transfer information Delaware Escrow received from
Bank
of America did not include data specifjlng which issuer's stock each investor had purchased. At
Marie Levine's direction and with Gerald Levine's approval, Delaware Escrow then wire
transferred the commingled investor funds for Nu Star,
JRS, and AVRI to Public Highway, The
1975 Trust, and the operators of the Barcelona boiler room. Delaware Escrow also wire
transferred the majority of the investor funds for
IMUT to the operators of the Barcelona boiler
mom to pay commissions, with only a small percentage going to
IMUT. Marie Levine then
directed some of the remaining funds to the issuers, and identified the issuer for which each
investor had bought shares to ensure that she sent each the correct stock certificates.
Gerald Levine and Alan Copeland Artificially Inflated Nu Star's Share Price
36.
Gerald Levine acted to inflate the share price of Nu Star to allow the Barcelona
boiler room sales force to offer Nu Star shares to overseas investors at a "discount" to the market
price. Between January and September 2004, Gerald Levine and Alan Copeland used the
brokerage accounts of Alan Copeland, Darin Metz (Marie Levine's son-in-law), Global, and
Alan Copeland's wife and daughter, to make numerous, small volume purchases of Nu Star to
increase the price from less than
$1 .OO to $7.50. With one exception, these purchases were under
500 shares, occurred within days
of a prior purchase, and often constituted a majority of the day's
trading volume.
37. Between January and November 2004, the following parties executed the
following transactions of Starbase andor Nu Star shares:
38.
Alan Copeland bought approximately $1 5,875 of stock in thirteen transactions;
39.
Global bought approximately $30,309 of stock in eighteen transactions;

40. Alan Copeland's wife bought approximately $7,820 in stock in seven
transactions;
41. Alan Copeland's daughter bought approximately $600 in stock in one transaction;
and
42. Darin Metz bought approximately $19,670 of stock
in nineteen transactions.
43.
Mary
Ann Metz had authority to place trades in her husband Darin Metz's
account, and she placed many orders to purchase Nu Star shares in that account. All of the Nu
Star orders placed in that account were placed at the "offer price," that is at a specific price,
rather than orders that allow the broker to
try for a lower purchase price. Such orders
substantially set Nu Star's stock price at ever-increasing levels.
44.
Darin Metz was the only person authorized to place trades in the Global account.
Despite this limitation, Gerald Levine instructed the broker to place these purchase orders for
Nu
Star at  the immediate "offer price" rather than asking the broker to attempt to get the best
possible price for these orders. These purchases caused a systematic, artificial rise in Nu Star's
share price.
The Santa Ana Boiler Room Made Materially False Statements
and Omissions about Nu Star
45. In July 2004, Gerald Levine sought to reduce the exorbitant commissions of the
Barcelona boiler room
(as much as seventy percent of every dollar raised) and keep more of the
Nu Star investors' payments. Thus, with Alan Copeland's assistance, Gerald Levine opened a
second boiler room in Santa Ana, California. Alan Copeland located a manager for the boiler
room, whom Gerald Levine called as many as ten times a day to confer about the sales efforts.
When an investor orally agreed to purchase Nu Star stock in the course of a cold call from the

boiler room, the sales force directed the buyer to send the paperwork to Mary Ann Metz and
Marie Levine. They processed the contracts and instructed the transfer agent to issue shares.
Marie Levine also handled the disposition of investor funds: 10 percent to the sales person, 30
percent to  Nu Star, and, with the exception of occasional expenses, Alan Copeland,
the Santa
Ana boiler room manager and Wire to Wire
(i.e., Gerald Levine and Marie Levine) evenly split
the remaining 60 percent.
46.
In calls to potential overseas investors, the boiler room manager used the fictional
name "John Stanhope." Gerald Levine, Marie Levine, Isaac Morley and Mary
Ann Metz knew
that the manager gave this false identity to overseas investors. Mary
Ann Metz and Marie Levine
prepared marketing materials for Nu Star in that name.
47.
The Santa Ana boiler room called potential investors identified on lead lists that
Gerald Levine had provided. Although not
a part of the sales force, Nu Star president Isaac
Morley also called potential investors from the boiler room for one week. During their calls, the
boiler room sales force stated that they worked for Nu Star's "investor relations department" and
that they were offering shares at a "discount" to the trading price. As Alan Copeland and Gerald
Levine had dictated, the boiler room manager instructed the sales force to tell potential investors
that
Nu Star traded on the NASDAQ and not to inform them of the stock's one-year resale
restriction.
48.
The Santa Ana boiler room sales force told potential investors to look at Nu Star's
website for more information. The Nu Star website had a link to the websites of its subsidiary,
Alcor, and to broadcasts about Alcor on MoneyTV,
as discussed below. These websites
contained false representations about Nu Star and Alcor. The boiler room sales force also e-
mailed some potential investors
an "e-pack" that contained Nu Star press releases and a bogus

"research report." This report states that "Southport, a financial research oriented
communications company" prepared it. This report repeats the falsehood contained in the
JRS
research report that JRS had "contracts" worth $121 million and predicts "highly lucrative
returns," The report recommends buying Nu Star Regulation S stock, "available at a
considerable discount to the market and will achieve far better than average returns."
49. The Santa ha boiler room sales force quoted a price to the potential investors
that was less than the "market" share price, but did not tell them that purchases directed by Alan
Copeland and Gerald Levine had artificially inflated the market price. Nor were investors told
that Nu Star's board members (secretary-treasurer
Mary Ann Metz and President Isaac Morley)
had only authorized the sale of Nu Star's stock at prices between $.50 and $1.50 per share while
they were paying prices greater than $1
SO. Finally, the sales force did not tell investors that only
30 percent of their investment would go to Nu Star and that the remainder would go to expenses
and commissions.
50. Because Gerald Levine's lead lists were of poor quality, he instructed the Santa
Ana boiler room manager to
try to "reload" the investors who had previously purchased JRS
stock, many of whom then bought shares of Nu Star.
5
1.
Gerald Levine ultimately closed the Santa ha boiler room in December 2004
because of its poor results, and resumed using the Barcelona boiler room to sell Nu Star and
IMUT. The Levines had calls to the defunct Santa Ana boiler room forwarded to their offices in
Las Vegas.

Nu Star's Principals Made Materially False Statements and Omissions on MoneyTV and
Nu Star's Website
52. Gerald Levine understood the requirements of Regulation S, which provides a
safe harbor fiom the registration requirements for an offering of securities to investors who reside
overseas. Thus, he arranged for Nu Star to obtain an opinion of counsel, which acknowledged
the "Proposed Reg. S. Offering." That opinion advised that, in this circumstance, "no direct
'selling efforts' may be made in the U.S. in connection with the offer or sale" of stock, and
confirmed that "[iln our discussions, you have stated that you do not intend to support a market
in the U.S."
53. Contrary to the opinion letter, in August 2004, Gerald Levine paid for promotion
of Nu Star's stock to investors who reside in the United States. Gerald Levine arranged for Isaac
Morley (president of Nu Star and its subsidiary JRS) and the president of Nu Star subsidiary
Alcor to appear on MoneyTV,
a Los Angeles-based promotional vehicle with cable television
and Internet broadcasts. MoneyTV is available to anyone with Internet service or certain cable
TV programs, and it boasts that its cable program reaches millions of U.S. homes. It  also places
the issuer's stock symbol on the screen and provides viewers with a toll free telephone number to
call for information about the issuer. After the appearances, MoneyTV e-mailed Gerald Levine a
list of the several hundred people who had contacted MoneyTV for information about Nu Star.
Nearly all of those inquiries came fiom people who reside in the U.S.
54.
In his August 2004 MoneyTV appearance, Alcor's president said that he was not
"at liberty" to name the companies using Alcor's product but that Alcor had multiple, publicly-
traded clients that are 44household names."
55. Isaac Morley made a second appearance on MoneyTV in October 2004. He then
claimed that Alcor's application
has been "tasked by a Fortune 500 company that has literally, in

a short period of time, saved millions of dollars." When the MoneyTV host stated that he knew
Alcor &'has some pretty well known clients," Isaac Morley agreed. Then Isaac Morley said that,
while he was reluctant to identify any of Alcor's customers, the viewers could "be assured that
[Alcor's customers] are well known." At the time of these MoneyTV appearances, Alcor had
only one client, Novell, Inc. (NASDAQ: NOVL), from which it received only a one-time,
$20,000 payment. Novell had not "saved millions" using Alcor's product. Moreover, during
both MoneyTV presentations, that program displayed Nu Star's ticker symbol during the
broadcast.
In addition, Isaac Morley stated that he was "very excited to bring Nu Star to the
investing public," that Nu Star would minimize
an investor's risk and maximize the investor's
profit, that Nu Star's stock price is a "bargain," and that Nu Star is "absolutely" a great
investment.
56. Nu Star's website also misinformed investors. The link to Nu Star subsidiary
Alcor's section falsely claimed, "Alcor customers include Fortune 500 companies in the U.S. and
around the globe." The link to the website for Nu Star subsidiary, JRS, falsely continued to
claim that Isaac Morley, who "has had wide experience in the debt collection industry," is its
president, despite his resignation in January 2005. This allowed Nu Star falsely to claim that,
"unlike other companies offering similar services which are staffed by novices to the law, JRS is
able to rely upon the legal knowledge and skills obtained by over 15 years of legal practice." The
website's link to the MoneyTV broadcasts permitted any U.S. investor to view the MoneyTV Nu
Star promotions.
57.
No issuer has filed a registration statement with the Commission for the offerings
of the securities described above.

FIRST CLAIM
Fraud in the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule lob-5 Thereunder
(Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland,
Isaac Morley, Mary Ann Metz, Darin Metz)
58. Plaintiff Commission repeats and realleges Paragraphs 1 through 57, above.
59.
By engaging in the conduct described above, Defendants Nu Star, Gerald Levine,
Marie Levine, Alan Copeland, Isaac Morley, Mary
Ann Metz and Darin Metz directly or
indirectly, acting knowingly or recklessly, in connection with the purchase or sale of securities,
by the use of the means and instrumentalities of interstate commerce, or of the mails, or a facility
of a national securities exchange: (a) have employed or are employing devices, schemes or
artifices to defraud;
(b) have made or are making untrue statements of material fact or have
omitted or
are omitting to state a material fact necessary to make the statements made, in light of
the circumstances under which they were made, not misleading; and (c) have engaged or are
engaging in acts, practices or courses of business which operate as a fiaud or deceit upon certain
persons.
60. By engaging in the conduct described above, Defendants violated and, unless
enjoined, will continue to violate Section 10@) of the Exchange Act [IS U.S.C.
$ 78j(b)] and
Rule lob-5 thereunder
[17 C.F.R. $ 240.10b-51.
SECOND CLAIM
Fraud in the Offer or Sale of Securities
Violations of Section 17(a)(l),
(2) and (3) of the Securities Act
(Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland,
Isaac Morley, Mary
Ann Metz)
61. Plaintiff Commission repeats and realleges Paragraphs 1 through 60, above.

62.
By engaging in the conduct described above, defendants Nu Star, Gerald Levine,
Marie Levine, Alan Copeland, Isaac Morley and
Mary Ann Metz directly or indirectly, in the
offer or sale of securities by the use of the means and instruments of transportation or
communication in interstate commerce or by the use of the mails, acting knowingly or recklessly:
(a) have employed or are employing devices, schemes or artifices to defraud;
(b) have obtained or
are obtaining money or property by means of untrue statements of material fact or omissions to
state a material fact necessary in order to make the statements made, in  light of the circumstances
under which they were made, not misleading; or (c) have engaged or are engaging in
transactions, practices or courses of business which operate as a fraud or deceit upon certain
purchasers of the securities.
63. By engaging in the conduct described above, Defendants violated and, unless
enjoined, will continue to violate Section
17(a)(l), (2) and (3) of the Securities Act [I5 U.S.C. 8
77q(a)(l), (2) and (311.
THIRD CLAIM
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Defendants Nu Star, Gerald Levine, Marie Levine, Isaac Morley, Mary Ann Metz)
64.
Plaintiff Commission repeats and realleges Paragraphs 1 through 63, above.
65.
By engaging in  the conduct described above, defendants Nu Star, Gerald Levine,
Marie Levine, Isaac Morley and
Mary Ann Metz, directly or indirectly, by the use of the means
or instruments of transportation or communication in interstate commerce or by the use of the
mails: (a) without a registration statement in effect as to the securities, sold such securities
through the use or medium of a prospectus or otherwise, or carried or caused to be carried such
securities for the purpose of sale or for delivery after sale; or
(b) offered to sell or offered to buy

through the use or medium of a prospectus or otherwise securities as to which a registration
statement
had not been filed.
66.
By engaging in the conduct described above, Defendants Nu Star, Gerald Levine,
Marie Levine, Isaac Morley
and Mary Ann Metz violated and, unless enjoined, will continue to
violate Sections 5(a) and (c) of the Securities Act [15 U.S.C.
§ 77e(a) and (c)].
FOURTH CLAIM
Failure to Register as a Broker-Dealer
Violations of Section 15(a) of the Exchange Act
(Defendants Gerald Levine, Marie Levine and Bruce Rothenberg)
67. Plaintiff Commission repeats and realleges Paragraphs 1 through 66, above.
68. Defendants Gerald Levine, Marie Levine and Bruce Rothenberg, by engaging in
the conduct described above, directly or indirectly, made use
of the mails or means or
instrumentalities of interstate commerce to effect transactions in, or to induce or attempt to
induce, the purchase or sale of securities, without being registered as a broker or dealer in
accordance with Section 15(a) of the Exchange Act 115 U.S.C. 78o(a)].
69. By engaging in the conduct described above, Defendants Gerald Levine, Marie
Levine and Bruce Rothenberg violated and, unless enjoined, will continue to violate Section
1 5(a) of the Exchange Act [15 U.S.C. 78o(a)].
PRAYER FOR RELIEF
WHEREFORE, plaintiff Commission respectfully requests that this Court:
1.
Enter a permanent injunction enjoining Defendants Nu Star, Gerald Levine, Marie
Levine, Alan Copeland, Isaac Morley, Mary
Ann Metz and Darin Metz from violating, directly or
?
i
indirectly, Section 10(b) of the Exchange Act and Rule lob-5 thereunder;

2.
Enter a permanent injunction enjoining defendants Nu Star, Gerald Levine, Marie
Levine, Alan Copeland, Isaac Morley and Mary
Ann Metz fiom violating Section 17(a) of the
Securities Act;
3.
Enter a permanent injunction enjoining Defendants Nu Star, Gerald Levine, Marie
Levine, Isaac Morley and
Mary Ann Metz from violating Section 5 of the Securities Act;
4. Enter a permanent injunction enjoining Defendants Gerald Levine, Marie Levine
and Bruce Rothenberg from violating Section 15(a)(l) of the Exchange Act;
5. Enter an order requiring that Defendants Nu Star, Gerald Levine, Marie Levine,
Alan Copeland,
Isaac Morley, Mary Ann Metz, Darin Metz and Bruce Rothenberg, as well as
Relief Defendants Wire to Wire, Public Highway, Global and The 1975 Trust, disgorge all ill-
gotten gains or unjust enrichment fiom the securities sales described above, plus prejudgment
interest;
6. Enter an order pursuant to Section 2qd) of the Securities Act [15 U.S.C.
§
77t(d)] and Section 21 (d)(3)(A) of the Exchange Act [I 5 U.S.C. § 78u(d)(3)(A)], imposing civil
penalties against Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland, Isaac
Morley, Mary
Ann Metz, Darin Metz and Bruce Rothenberg;
7. Enter an order pursuant to Section 20(e) of the Securities Act [15 U.S.C.
77t(e)]
and Section 2
1 (d)(2) of the Exchange Act [ 15 U.S.C. $78u(d)(2)], baning Defendants Gerald
Levine, Marie Levine, Alan Copeland, Isaac Morley, Mary
Ann Metz and Darin Metz from
serving
as officers or directors of publicly traded companies;
Enter
an order pursuant to Section 20(g) of the Securities Act [15 U.S.C. §
77t(g)] and Section 21 (d)(6) of the Exchange Act [I5 U.S.C. $78u(d)(6) 1, barring Defendants

"U i ci.l-u2*l--.. . .*. *- ' -. . . . . -..---...-
--

I
Gerald Levine, Marie Levine, Alan Copeland, Isaac Morley, Mary Ann Metz, Darin Metz and
II
Bruce Rothenberg from participating in any future penny stock offings;
I
9.
Retain jurisdiction over this action to implement and cany out the terns of all
II
orders and decrees that may be entered; and
I1
10. Award such other and hrther relief, as this Court may deem just,  equitable,
I1
appropriate or necessary for the enforcement of the federal securities laws or for the benefit of
investors, including such relief contemplated
by Section 2 1  (dX5) of the Exchange Act [I 5U.S.C.
0 78u(d)(5)1.
Local Counsel for Plaintiffs:
Steve
W. Myhre
Acting United States Attorney
Paul S. Padda
Assistant United States Attorney
U.S. Attorney's Office, Civil Division
333
Las Vegas Boulevard South,
Room 5000
Las Vegas, Nevada   891 01
(702) 388-652 1
(702) 388-6787
(Fax)
Respectfully submitted,
Securities and Exchange Commission
By: </JL--
Richard E. Simpson
Fredric D. Firestone
Gregory G. Faragasso
Kurt G. Gresenz
Heidi
H. Mayor
Telephone: (202) 55 1-4492 (Simpson)
Telephone: (202) 55 1-4864 (Mayor)
Fax: (202) 772-9246 (Simpson)
[email protected]
Securities and Exchange Commission
100 F Street,
N.E.
Washington, DC 20549-4030

Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 1 of 23 

Richard E. Simpson 
Fredric D. Firestone 
Gregory G. Faragasso 
Kurt G.  Gresenz 
Heidi H. Mayor 
Attorneys for Plaintiff 
SECURITIES ANb EXCHANGE COMMISSION 
100 F Street, N.E. 
Washington, D.C. 20549-4030 
(202) 55 1-4492 (Simpson) 
(202) 772-9246 (fax) 
simpsonr@sec. gov 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEVADA 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

GERALD HAROLD LEVINE, MARIE A. LEVINE, 
MARY ANN METZ, DARIN SCOTT METZ, 
ALAN BRUCE C O P E L A . ,  
ISAAC BARRETT MORLEY, 
BRUCE CHET ROTHENBERG AND 
NUSTAR HOLDINGS, INC., 

Defendants, 

and 

WIRE TO WIRE, INC., 
PUBLIC HIGHWAY, INC., 
THE 1975 TRUST AND 
GLOBAL ENVIRONMENTAL SYSTEMS, INC., 

Relief Defendants. 

COMPLAINT 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 2 of 23 

Plaintiff U.S. Securities and Exchange Commission (the Commission) alleges as follows 

against the above-named Defendants and Relief Defendants: 

JURISDICTION AND VENUE 

1. The Commission brings this action pursuant to Sections 20(b) and 22(a) of the 

Securities Act of 1933 (the "Securities Act") [15 U.S.C. $$ 77t(b) and 77v(a)], and Sections 

21(d) and (e) and 27 of the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. $8 

78u(d), (e) and 78aal. The Commission alleges that Defendants, directly and indirectly, made 

use of the mails, the means and instruments of transportation and communication in interstate 

commerce, and the means and instrumentalities of interstate commerce in connection with the 

transactions, acts, practices and courses of business alleged in this Complaint. 

2. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [I5 

U.S.C. $ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. $78aa]. Certain Defendants are 

found, are inhabitants, or transact business in this District, and certain acts and transactions 

constituting violations of the federal securities laws occurred in this District. 

SUMMARY 

3. Gerald Harold Levine, Marie A. Levine, and the other Defendants identified 

below engaged in a fraudulent scheme to sell shares of Nu Star Holdings, Inc. (hereafter "Nu 

Star") and other "Pink Sheet" companies to innocent investors. From late 2003 through 2005, 

Defendants established "boiler rooms" in Barcelona, Spain and Santa Ana, California to sell 

shares of these companies. Defendants also sold shares of Nu Star directly to several investors in 

Western New York. Defendants' fraudulent conduct resulted in sales totaling approximately $4 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 3 of 23 

million. Defendants' victims included retired persons, professionals, and businesses. In making 

these sales, Defendants violated the federal securities laws in various ways, including the 

following: 

4 Certain Defendants artificially inflated the share price of Nu Star by malcing small 

purchases of its stock. 

Having succeeded in artificially inflating Nu Star's share price, certain Defendants 

then offered that company's shares to the public at a price claimed to be a bbdiscount" 

from the "market" price. 

Certain Defendants sold shares of Nu Star while they possessed material non-public 

information about it. 

4 Certain Defendants made false statements about Nu Star by issuing a phony 

"independent" research report recommending that investors buy Nu Star and 

preparing company reports that far overstated its prospects. They also failed to 

disclose that commissions for boiler room sales of Nu Star and other companies were 

as high as 70 percent of the purchase price of the stocks. 

Certain Defendants sold shares of Nu Star without complying with the registration 

provisions of the federal securities laws. 

Certain Defendants acted as unregistered brokers in selling shares of Nu Star. 

4. Unless this Court enjoins Defendants, they will continue to engage in fraudulent 

conduct similar to that alleged in this Complaint. The Commission thus seeks the following 

relief against Defendants: 

4 An injunction permanently restraining Defendants fiom committing future violations 

of the federal securities laws; 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 4 of 23 

An order requiring disgorgement of all ill-gotten gains, plus prejudgment interest; 

a An order imposing civil money penalties on each of the Defendants; 

An order permanently bamng each of the individual Defendants (except Bruce Chet 

Rothenberg) from serving as an officer or a director of any public company; 

a An order permanently barring each of the individual Defendants from participating in 

any future penny stock offerings; and 

Other relief consistent with the evidence adduced at the trial of this case and 

applicable law. 

THE DEFENDANTS 

5. Gerald Levine (hereafter "Gerald Levine") is a Las Vegas, Nevada resident and 

president of Wire to Wire, Inc. (hereafter "Wire to Wire"). During the relevant period, Gerald 

Levine controlled the affairs of Public Highway, Inc. (hereafter "Public Highway"), Aviation 

Innovations and Research, Inc. (hereafter "AVRI"), Nu Star, Judgement Recovery Service, Inc. 

(hereafter "JRS"), and Immune-Tree International, Inc. (hereafter bbIMUT"). In October 2003, 

the Commission obtained a jury verdict against Gerald Levine for securities fraud in SEC v. CEC 

Industries, Inc., CV 99-2568 (D.D.C.). 

6. Marie A. Levine (hereafter "Marie Levine") is a Las Vegas, Nevada resident, and 

Gerald Levine's wife. During the relevant period, Marie Levine was president, secretary and 

treasurer of Public Highway, secretary and treasurer of Wire to Wire, secretary of WWW 

Consulting, and was involved with AVRI, Nu Star, JRS, and IMUT. In October 2003, the 

Commission obtained a jury verdict against Marie Levine for securities fraud in SEC v. CEC 

Industries, Inc., CV 99-2568 (D.D.C.). 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 5 of 23 

7. Mary Ann Metz is a Las Vegas, Nevada resident, and Marie Levine's daughter. 

During the relevant period, Mary Ann Metz was secretary and treasurer of many Levine- 

controlled companies, including Nu Star and JRS, Inc. In addition, she was involved with other 

companies, as described below. Mary Ann Metz holds a Series 63 license. 

8. Darin Scott Metz (hereafter "Darin Metz") is a Las Vegas, Nevada resident, and 

Mary Ann Metz's husband. During the relevant period, Darin Metz was president of Global 

Environmental Systems, Inc. (hereafter "Global"), and he frequently bought stock of Nu Star for 

his personal' account. 

9. Alan Bruce Copeland (hereafter "Alan Copeland") is a Santa Ana, California 

resident. During the relevant period, Alan Copeland helped Gerald Levine establish boiler rooms 

for offerings in AVRI, JRS and Nu Star. In addition, he frequently bought stock of Nu Star for 

his personal account. In 1992, Alan Copeland pled guilty to federal mail fraud charges. 

10. Isaac Barrett Morley (hereafter "Isaac Morley") is a Provo, Utah resident. During 

the relevant period, Isaac Morley was president of JRS and Nu Star. In addition, he helped 

Gerald Levine establish the boiler room in Spain and assisted with the work of the boiler room in 

Santa Ana. Isaac Morley is a member of the Utah Bar, which in 2000 suspended him for three 

years from practicing law. 

1 1. Bruce Chet Rothenberg (hereafter "Bruce Rothenberg") is an East Amherst, New 

York resident. During the relevant period, Bruce Rothenberg assisted Gerald Levine and Marie 

Levine in locating investors and selling shares of Nu Star to them. In the early 1990's, 

Rothenberg held Series 7,24 and 63 licenses, and worked as a securities broker. 

12. Nu Star is a Nevada corporation. Quotations for its stock appear in the "Pink 

Sheets." Nu Star became a publicly traded issuer on April 23,2004, when Defendants changed 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 6 of 23 

the name of Starbase-1 Coffee Company, Ltd. (Starbase) to Nu Star. Starbase was a shell 

corporation without any operations, which Gerald Levine and Marie Levine created in 1997, 

During the relevant period, Nu Star did not file a registration statement for its stock. In 2004, Nu 

Star was not subject to the reporting requirements of Section 1 3(a) or 1 5(d) of the Exchange Act. 

Nu Star has three subsidiaries: JRS, Bridge Technologies (Bridge) and Alcor Software (Alcor). 

THE RELIEF DEFENDANTS 

1 3. Wire to Wire is a Nevada corporation, established in 1 994. It is not subject to the 

reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Gerald Levine controls 

Wire to Wire, which has owned in excess of 26 percent of Nu Star's stock. Wire to Wire is also 

the registered agent of IMUT, Global and Public Highway. Global and Public Highway are not 

publicly traded companies. Wire to Wire is the alter ego of Gerald and Marie Levine. Wire to 

Wire owned their former residence, and it received funds from investors, as specified below, and 

paid personal expenses for the Levines. 

14. Public Highway is a Nevada corporation. It has no active business operations, and 

it is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. 

Marie Levine is its president, secretary, and treasurer. Wire to Wire is its registered agent. As 

described below, Gerald Levine and Marie Levine also used Public Highway to receive investor 

funds and pay their personal expenses. During the relevant period, Public Highway owned 

approximately 13 percent of Nu Star's stock. 

15. The 1975 Trust is a trust that the Levines used to receive investor funds. Mary 

Ann Metz is the trustee of the 1975 Trust. The 1975 Trust has purchased The Delaware Escrow 

Company. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 7 of 23 

16. Global is a Nevada corporation. It is not subject to the reporting requirements of 

Section 1 3(a) or 1 5(d) of the Exchange Act. Darh Metz is the president and Wire to Wire is the 

registered agent of Global. 

RELATED ENTITIES 

17. The Delaware Escrow Company (Delaware Escrow) was a business that 

maintained accounts for corporate customers. During the relevant period, a business 

acquaintance of Gerald k i n e  operated Delaware Escrow. 

FACTS 

Gerald Levine and Others Set Up the Barcelona Boiler Room 
to Sell Stock in Pink Sheets Companies to Overseas Investors 

18. In late 2003, Defendants Gerald Levine, Alan Copeland and others opened a 

"boiler room" in Barcelona, Spain. They used this facility to sell restricted shares of U.S.-based, 

Pink Sheet companies to investors in the United Kingdom in violation of the federal securities 

laws. Because of U.K. media reports warning of hudulent offerings fkom Spain, these 

Defendants acted to deceive investors into thinking their boiler room was a Swiss brokerage, 

which operated under various names including "Stanfield Moritz Associates" and "Elliot Price 

Associates." Gerald Levine and Alan Copeland hired telephone sales personnel in Barcelona, 

who could speak English and sell stock for large commissions. 

19. Gerald Levine, Alan Copeland, Isaac Morley and others set up the Barcelona 

boiler room, instructed the sales force, and provided them with "leads." Those leads were lists 

of prospective investors and their telephone numbers, which Gerald Levine had purchased. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 8 of 23 

Gerald Levine Formed the Pink Sheet Companies 

20. Gerald Levine acquired control of various Pink Sheets companies so that the 

Barcelona boiler room could sell restricted shares in such companies. In early 2004, Gerald 

Levine formed JRS, one of those companies. He then installed Isaac Morley as its president. 

Between January and June 2004, the Barcelona boiler room sold JRS shares that were worth at 

least $440,000. 

21. Gerald Levine also used the Barcelona boiler room to sell shares of Nu Star, the 

successor to his defunct shell corporation, Starbase. Gerald Levine and Marie Levine controlled 

Starbase through Wire to Wire, their alter ego corporation. Wire to Wire owned many shares of 

Starbase, and it had a "management services" contract with that company. On April 23,2004, 

the Levines changed Starbase's name to Nu Star, arranged for Nu Star to acquire Alcor, and 

subsequently arranged for it to acquire Bridge and JRS. Between May and June of 2004, and 

from December 2004 through April 2005, Gerald Levine and Marie Levine used the Barcelona 

boiler room to sell Nu Star stock. During that period, the Barcelona boiler room sold 

approximately $2 million worth of Nu Star stock. 

22. During the summer of 2004, Gerald Levine and Alan Copeland established a 

separate boiler room in Santa Ana, California. They intended that it would permit them to 

eliminate the commissions paid to the Barcelona sales force in favor of commission payments to 

themselves. From August to December 2004, the Santa Ana operation sold approximately 

$244,000 in Nu Star stock. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411712007 Page 9 of 23 

Unregistered Broker Sales and Materially False Statements 
to Investors in Western New York 

23. In the spring of 2004, Gerald Levine began selling shares of Nu Star to investors 

in Western New York. First, he called Bruce Rothenberg to seek his help in making such sales. 

He asked Bruce Rothenberg to identify potential investors for restricted shares in Nu Star. In 

consideration for this service, Gerald Levine offered Bruce Rothenberg shares in that company. 

24. Based on his agreement with Gerald Levine, Bruce Rothenberg approached 

several contacts and told them of the "opportunity" to invest in Nu Star. Bruce Rothenberg gave 

potential investors Nu Star press releases and its business plan, which Gerald Levine had sent to 

him. The Nu Star business plan contains materially false statements. It falsely states that Nu Star 

subsidiary Alcor has "saved Novel1 approximately $1,750,000," and projects acquiring 600 new 

customers and first year revenue of nearly $1.6 million. The document also makes many of the 

same false statements, described below, concerning the value of the business of Nu Star 

subsidiary JRS. In addition, it contains a balance sheet that falsely states that as of May 31, 

2004, JRS had total assets of $6.83 million. 

25. Gerald Levine also told Bruce Rothenberg the share price at which Wire to Wire 

would sell its Nu Star stock, which he claimed was at a "discount" to the market price. Based on 

what Gerald Levine had told him, Bruce Rothenberg offered at least one potential investor 

volume discounts for purchases of Nu Star stock. Gerald Levine hoped that this approach would 

serve to induce the potential investor to buy more stock because it provided a lower price per 

share for buying greater quantities. Bruce Rothenberg failed to inform potential investors that 

Gerald Levine and others had artificially inflated Nu Star's share price, as described below in this 

Complaint. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 10 of 23 

26. Bruce Rothenberg gave the potential investors Gerald Levine's phone number. 

After speaking with Gerald Levine, several investors purchased shares of Nu Star from Wire to 

Wire. In completing these transactions, investors gave Bruce Rothenberg checks made payable 

to Wire to Wire. Bruce Rothenberg used Gerald Levine's Federal Express account to forward the 

checks to him. Marie Levine cashed the checks and sent the stock certificates to Bruce 

Rothenberg or directly to investors. Between August and December 2004, the investors bought 

approximately 55,000 shares of Nu Star from Wire to Wire for a total of at least $149,000. After 

the sales closed, Gerald Levine sent Bruce Rothenberg 2,000 restricted shares of Nu Star as 

compensation. 

The Barcelona Boiler Room Sales Force Made Materially False Statements and Omissions 
about JRS to Overseas Investors 

27. Gerald Levine and others also used the Barcelona boiler room to sell shares in 

other Pink Sheets companies. Between approximately December 2003 and September 2004, the 

boiler room sold shares of AVRI, a company that Gerald Levine controlled and into which he had 

merged a company that purportedly owned rights to manufacture and market a small airplane. 

Between February and May 2005, the Barcelona boiler room sales force sold shares of IMUT, a 

company that purportedly makes health care products. Gerald Levine had merged IMUT into 

AVRI and changed its name to IMUT. During those periods, sales of IMUT and AVRI shares 

totaled approximately $1.5 million. 

28. The Barcelona boiler room sales force made numerous material misstatements and 

omissions to prospective investors about the companies whose stocks they were selling. Gerald 

Levine instructed the Barcelona boiler room sales force to pitch the JRS offering as a "pre-PO." 

This term, which Gerald Levine did not define, misled investors for at least two reasons. First, it 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 11 of 23 

suggests that an initial public offering for JRS would follow, even though Gerald Levine knew 

that the public offering of JRS would not occur because he planned to merge JRS into Nu Star, 

Second, it suggests that the "pre-PO" price at which shares the Barcelona boiler room sales force 

was offering these shares to investors would rise significantly after the offering, to the profit of 

the purported "pre-PO" purchasers. 

29. In addition, the sales force falsely told prospective investors that an independent 

firm that specialized in identifying undervalued stocks had identified JRS as one such stock. In 

fact, the boiler room's supervisor, who received five percent of the money raised in these stock 

sales, wrote the bogus research report. The research report duplicates language in a Nu Star 

brochure and business plan written or reviewed by Gerald Levine, Marie Levine, Alan Copeland, 

Isaac Morley and Mary Ann Metz. 

30. The "Assets" section of the report falsely claims that JRS had "acquired and is 

processing an inventory of judgment contracts worth collectively over $121,000,000." In fact, 

JRS, which purportedly obtains assignments of small claims court judgments and then pays 

creditors a portion of what it collects, had only a few assignments, little cash flow and no profit. 

The report contained a "buy" recommendation for JRS, which "Analyst Jeffrey W. Griggs" at 

"Stanfield Moritz Associates, a Private Research Equity Organization" purportedly authored. In 

reality, no entity conducted any independent research about JRS, and "Jeffrey W. Griggs" and 

"Stanfield Moritz" are invented names. 

3 1. The report falsely states that JRS had 400,000 shares outstanding as of 1213 1/03 

and a "52-week [trading] range" of $2 S O .  In fact, JRS had only incorporated five days before the 

report's date. In addition, the report falsely states that, upon completion of the private placement, 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 04/17/2007 Page 12 of 23 

"JRS will consummate its merger, file with the Commission and obtain a listing on the 

NASDAQ: JRSI bending)." 

32. The boiler room sales force also made false statements to the potential investors. 

For example, they stated that their "research" showed that the share price of JRS would go to 

$5.00 after the expected merger. In addition, the sales force did not disclose to potential 

investors that most of the funds raised would go to the excessive commissions for the boiler 

room sales force. The sales force also deceived potential investors about the investors' ability to 

sell their shares before the end of the period during which sales of JRS7s stock were restricted. 

Gerald Levine Purposely Commingled and Misused Investor Funds 

33, Gerald Levine told the Barcelona boiler room sales force to instruct overseas 

investors to wire transfer payments for their stock purchases to a Bank of America bank account 

held in the name of Delaware Escrow. A business associate of Gerald Levine owned and 

operated Delaware Escrow. Gerald Levine funneled the investors' payments through Delaware 

Escrow to give a false appearance of legitimacy to the fraudulent enterprise. Specifically, Gerald 

Levine and the Barcelona sales force misled investors to believe that an independent escrow 

agent with an account at a prominent bank would administer their funds and that the agent and 

the bank would not commingle or misuse their funds. 

34. Only a small percentage of the investors' payments ever went to the issuers of the 

securities sold. Gerald Levine and Marie Levine instructed Delaware Escrow to wire the 

majority of the investors' funds it received either to unrelated entities that the Levines controlled 

or to the boiler room sales force. In many cases, nearly 70 percent of the investors' funds went 

toward commissions. 



Case 2:07-cv40506-LDG-RJJ Document 1 Filed 0411 712007 Page 13 of 23 

35. Each week, Delaware Escrow sent the Levines the names of new investors and the 

amount that each had paid. The wire transfer information Delaware Escrow received from Bank 

of America did not include data specifjlng which issuer's stock each investor had purchased. At 

Marie Levine's direction and with Gerald Levine's approval, Delaware Escrow then wire 

transferred the commingled investor funds for Nu Star, JRS, and AVRI to Public Highway, The 

1975 Trust, and the operators of the Barcelona boiler room. Delaware Escrow also wire 

transferred the majority of the investor funds for IMUT to the operators of the Barcelona boiler 

mom to pay commissions, with only a small percentage going to IMUT. Marie Levine then 

directed some of the remaining funds to the issuers, and identified the issuer for which each 

investor had bought shares to ensure that she sent each the correct stock certificates. 

Gerald Levine and Alan Copeland Artificially Inflated Nu Star's Share Price 

36. Gerald Levine acted to inflate the share price of Nu Star to allow the Barcelona 

boiler room sales force to offer Nu Star shares to overseas investors at a "discount" to the market 

price. Between January and September 2004, Gerald Levine and Alan Copeland used the 

brokerage accounts of Alan Copeland, Darin Metz (Marie Levine's son-in-law), Global, and 

Alan Copeland's wife and daughter, to make numerous, small volume purchases of Nu Star to 

increase the price from less than $1 .OO to $7.50. With one exception, these purchases were under 

500 shares, occurred within days of a prior purchase, and often constituted a majority of the day's 

trading volume. 

37. Between January and November 2004, the following parties executed the 

following transactions of Starbase andor Nu Star shares: 

38. Alan Copeland bought approximately $1 5,875 of stock in thirteen transactions; 

39. Global bought approximately $30,309 of stock in eighteen transactions; 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 04/17/2007 Page 14 of 23 

40. Alan Copeland's wife bought approximately $7,820 in stock in seven 

transactions; 

41. Alan Copeland's daughter bought approximately $600 in stock in one transaction; 

and 

42. Darin Metz bought approximately $19,670 of stock in nineteen transactions. 

43. Mary Ann Metz had authority to place trades in her husband Darin Metz's 

account, and she placed many orders to purchase Nu Star shares in that account. All of the Nu 

Star orders placed in that account were placed at the "offer price," that is at a specific price, 

rather than orders that allow the broker to try for a lower purchase price. Such orders 

substantially set Nu Star's stock price at ever-increasing levels. 

44. Darin Metz was the only person authorized to place trades in the Global account. 

Despite this limitation, Gerald Levine instructed the broker to place these purchase orders for Nu 

Star at the immediate "offer price" rather than asking the broker to attempt to get the best 

possible price for these orders. These purchases caused a systematic, artificial rise in Nu Star's 

share price. 

The Santa Ana Boiler Room Made Materially False Statements 
and Omissions about Nu Star 

45. In July 2004, Gerald Levine sought to reduce the exorbitant commissions of the 

Barcelona boiler room (as much as seventy percent of every dollar raised) and keep more of the 

Nu Star investors' payments. Thus, with Alan Copeland's assistance, Gerald Levine opened a 

second boiler room in Santa Ana, California. Alan Copeland located a manager for the boiler 

room, whom Gerald Levine called as many as ten times a day to confer about the sales efforts. 

When an investor orally agreed to purchase Nu Star stock in the course of a cold call from the 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 15 of 23 

boiler room, the sales force directed the buyer to send the paperwork to Mary Ann Metz and 

Marie Levine. They processed the contracts and instructed the transfer agent to issue shares. 

Marie Levine also handled the disposition of investor funds: 10 percent to the sales person, 30 

percent to Nu Star, and, with the exception of occasional expenses, Alan Copeland, the Santa 

Ana boiler room manager and Wire to Wire (i.e., Gerald Levine and Marie Levine) evenly split 

the remaining 60 percent. 

46. In calls to potential overseas investors, the boiler room manager used the fictional 

name "John Stanhope." Gerald Levine, Marie Levine, Isaac Morley and Mary Ann Metz knew 

that the manager gave this false identity to overseas investors. Mary Ann Metz and Marie Levine 

prepared marketing materials for Nu Star in that name. 

47. The Santa Ana boiler room called potential investors identified on lead lists that 

Gerald Levine had provided. Although not a part of the sales force, Nu Star president Isaac 

Morley also called potential investors from the boiler room for one week. During their calls, the 

boiler room sales force stated that they worked for Nu Star's "investor relations department" and 

that they were offering shares at a "discount" to the trading price. As Alan Copeland and Gerald 

Levine had dictated, the boiler room manager instructed the sales force to tell potential investors 

that Nu Star traded on the NASDAQ and not to inform them of the stock's one-year resale 

restriction. 

48. The Santa Ana boiler room sales force told potential investors to look at Nu Star's 

website for more information. The Nu Star website had a link to the websites of its subsidiary, 

Alcor, and to broadcasts about Alcor on MoneyTV, as discussed below. These websites 

contained false representations about Nu Star and Alcor. The boiler room sales force also e- 

mailed some potential investors an "e-pack" that contained Nu Star press releases and a bogus 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 04/17/2007 Page 16 of 23 

"research report." This report states that "Southport, a financial research oriented 

communications company" prepared it. This report repeats the falsehood contained in the JRS 

research report that JRS had "contracts" worth $121 million and predicts "highly lucrative 

returns," The report recommends buying Nu Star Regulation S stock, "available at a 

considerable discount to the market and will achieve far better than average returns." 

49. The Santa h a  boiler room sales force quoted a price to the potential investors 

that was less than the "market" share price, but did not tell them that purchases directed by Alan 

Copeland and Gerald Levine had artificially inflated the market price. Nor were investors told 

that Nu Star's board members (secretary-treasurer Mary Ann Metz and President Isaac Morley) 

had only authorized the sale of Nu Star's stock at prices between $.50 and $1.50 per share while 

they were paying prices greater than $1 S O .  Finally, the sales force did not tell investors that only 

30 percent of their investment would go to Nu Star and that the remainder would go to expenses 

and commissions. 

50. Because Gerald Levine's lead lists were of poor quality, he instructed the Santa 

Ana boiler room manager to try to "reload" the investors who had previously purchased JRS 

stock, many of whom then bought shares of Nu Star. 

5 1. Gerald Levine ultimately closed the Santa h a  boiler room in December 2004 

because of its poor results, and resumed using the Barcelona boiler room to sell Nu Star and 

IMUT. The Levines had calls to the defunct Santa Ana boiler room forwarded to their offices in 

Las Vegas. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 04/17/2007 Page 17 of 23 

Nu Star's Principals Made Materially False Statements and Omissions on MoneyTV and 
Nu Star's Website 

52. Gerald Levine understood the requirements of Regulation S, which provides a 

safe harbor fiom the registration requirements for an offering of securities to investors who reside 

overseas. Thus, he arranged for Nu Star to obtain an opinion of counsel, which acknowledged 

the "Proposed Reg. S. Offering." That opinion advised that, in this circumstance, "no direct 

'selling efforts' may be made in the U.S. in connection with the offer or sale" of stock, and 

confirmed that "[iln our discussions, you have stated that you do not intend to support a market 

in the U.S." 

53. Contrary to the opinion letter, in August 2004, Gerald Levine paid for promotion 

of Nu Star's stock to investors who reside in the United States. Gerald Levine arranged for Isaac 

Morley (president of Nu Star and its subsidiary JRS) and the president of Nu Star subsidiary 

Alcor to appear on MoneyTV, a Los Angeles-based promotional vehicle with cable television 

and Internet broadcasts. MoneyTV is available to anyone with Internet service or certain cable 

TV programs, and it boasts that its cable program reaches millions of U.S. homes. It also places 

the issuer's stock symbol on the screen and provides viewers with a toll free telephone number to 

call for information about the issuer. After the appearances, MoneyTV e-mailed Gerald Levine a 

list of the several hundred people who had contacted MoneyTV for information about Nu Star. 

Nearly all of those inquiries came fiom people who reside in the U.S. 

54. In his August 2004 MoneyTV appearance, Alcor's president said that he was not 

"at liberty" to name the companies using Alcor's product but that Alcor had multiple, publicly- 

traded clients that are 44household names." 

55. Isaac Morley made a second appearance on MoneyTV in October 2004. He then 

claimed that Alcor's application has been "tasked by a Fortune 500 company that has literally, in 



Case 2:07-cv40506-LDG-RJJ Document 1 Filed 0411 712007 Page 18 of 23 

a short period of time, saved millions of dollars." When the MoneyTV host stated that he knew 

Alcor &'has some pretty well known clients," Isaac Morley agreed. Then Isaac Morley said that, 

while he was reluctant to identify any of Alcor's customers, the viewers could "be assured that 

[Alcor's customers] are well known." At the time of these MoneyTV appearances, Alcor had 

only one client, Novell, Inc. (NASDAQ: NOVL), from which it received only a one-time, 

$20,000 payment. Novell had not "saved millions" using Alcor's product. Moreover, during 

both MoneyTV presentations, that program displayed Nu Star's ticker symbol during the 

broadcast. In addition, Isaac Morley stated that he was "very excited to bring Nu Star to the 

investing public," that Nu Star would minimize an investor's risk and maximize the investor's 

profit, that Nu Star's stock price is a "bargain," and that Nu Star is "absolutely" a great 

investment. 

56. Nu Star's website also misinformed investors. The link to Nu Star subsidiary 

Alcor's section falsely claimed, "Alcor customers include Fortune 500 companies in the U.S. and 

around the globe." The link to the website for Nu Star subsidiary, JRS, falsely continued to 

claim that Isaac Morley, who "has had wide experience in the debt collection industry," is its 

president, despite his resignation in January 2005. This allowed Nu Star falsely to claim that, 

"unlike other companies offering similar services which are staffed by novices to the law, JRS is 

able to rely upon the legal knowledge and skills obtained by over 15 years of legal practice." The 

website's link to the MoneyTV broadcasts permitted any U.S. investor to view the MoneyTV Nu 

Star promotions. 

57. No issuer has filed a registration statement with the Commission for the offerings 

of the securities described above. 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 19 of 23 

FIRST CLAIM 
Fraud in the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule lob-5 Thereunder 
(Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland, 

Isaac Morley, Mary Ann Metz, Darin Metz) 

58. Plaintiff Commission repeats and realleges Paragraphs 1 through 57, above. 

59. By engaging in the conduct described above, Defendants Nu Star, Gerald Levine, 

Marie Levine, Alan Copeland, Isaac Morley, Mary Ann Metz and Darin Metz directly or 

indirectly, acting knowingly or recklessly, in connection with the purchase or sale of securities, 

by the use of the means and instrumentalities of interstate commerce, or of the mails, or a facility 

of a national securities exchange: (a) have employed or are employing devices, schemes or 

artifices to defraud; (b) have made or are making untrue statements of material fact or have 

omitted or are omitting to state a material fact necessary to make the statements made, in light of 

the circumstances under which they were made, not misleading; and (c) have engaged or are 

engaging in acts, practices or courses of business which operate as a fiaud or deceit upon certain 

persons. 

60. By engaging in the conduct described above, Defendants violated and, unless 

enjoined, will continue to violate Section 10@) of the Exchange Act [IS U.S.C. $ 78j(b)] and 

Rule lob-5 thereunder [17 C.F.R. $ 240.10b-51. 

SECOND CLAIM 
Fraud in the Offer or Sale of Securities 

Violations of Section 17(a)(l), (2) and (3) of the Securities Act 
(Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland, 

Isaac Morley, Mary Ann Metz) 

61. Plaintiff Commission repeats and realleges Paragraphs 1 through 60, above. 



Case 2:07-cv40506-LDG-RJJ Document 1 Filed 0411 712007 Page 20 of 23 

62. By engaging in the conduct described above, defendants Nu Star, Gerald Levine, 

Marie Levine, Alan Copeland, Isaac Morley and Mary Ann Metz directly or indirectly, in the 

offer or sale of securities by the use of the means and instruments of transportation or 

communication in interstate commerce or by the use of the mails, acting knowingly or recklessly: 

(a) have employed or are employing devices, schemes or artifices to defraud; (b) have obtained or 

are obtaining money or property by means of untrue statements of material fact or omissions to 

state a material fact necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; or (c) have engaged or are engaging in 

transactions, practices or courses of business which operate as a fraud or deceit upon certain 

purchasers of the securities. 

63. By engaging in the conduct described above, Defendants violated and, unless 

enjoined, will continue to violate Section 17(a)(l), (2) and (3) of the Securities Act [I5 U.S.C. 8 

77q(a)(l), (2) and (311. 

THIRD CLAIM 
Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 
(Defendants Nu Star, Gerald Levine, Marie Levine, Isaac Morley, Mary Ann Metz) 

64. Plaintiff Commission repeats and realleges Paragraphs 1 through 63, above. 

65. By engaging in the conduct described above, defendants Nu Star, Gerald Levine, 

Marie Levine, Isaac Morley and Mary Ann Metz, directly or indirectly, by the use of the means 

or instruments of transportation or communication in interstate commerce or by the use of the 

mails: (a) without a registration statement in effect as to the securities, sold such securities 

through the use or medium of a prospectus or otherwise, or carried or caused to be carried such 

securities for the purpose of sale or for delivery after sale; or (b) offered to sell or offered to buyCase 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 21 of 23 

through the use or medium of a prospectus or otherwise securities as to which a registration 

statement had not been filed. 

66. By engaging in the conduct described above, Defendants Nu Star, Gerald Levine, 

Marie Levine, Isaac Morley and Mary Ann Metz violated and, unless enjoined, will continue to 

violate Sections 5(a) and (c) of the Securities Act [15 U.S.C. § 77e(a) and (c)]. 

FOURTH CLAIM 
Failure to Register as a Broker-Dealer 

Violations of Section 15(a) of the Exchange Act 
(Defendants Gerald Levine, Marie Levine and Bruce Rothenberg) 

67. Plaintiff Commission repeats and realleges Paragraphs 1 through 66, above. 

68. Defendants Gerald Levine, Marie Levine and Bruce Rothenberg, by engaging in 

the conduct described above, directly or indirectly, made use of the mails or means or 

instrumentalities of interstate commerce to effect transactions in, or to induce or attempt to 

induce, the purchase or sale of securities, without being registered as a broker or dealer in 

accordance with Section 15(a) of the Exchange Act 115 U.S.C. 78o(a)]. 

69. By engaging in the conduct described above, Defendants Gerald Levine, Marie 

Levine and Bruce Rothenberg violated and, unless enjoined, will continue to violate Section 

1 5(a) of the Exchange Act [15 U.S.C. 78o(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, plaintiff Commission respectfully requests that this Court: 

1. Enter a permanent injunction enjoining Defendants Nu Star, Gerald Levine, Marie 

Levine, Alan Copeland, Isaac Morley, Mary Ann Metz and Darin Metz from violating, directly or 

? 

i 

indirectly, Section 10(b) of the Exchange Act and Rule lob-5 thereunder; 



Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 22 of 23 

2. Enter a permanent injunction enjoining defendants Nu Star, Gerald Levine, Marie 

Levine, Alan Copeland, Isaac Morley and Mary Ann Metz fiom violating Section 17(a) of the 

Securities Act; 

3. Enter a permanent injunction enjoining Defendants Nu Star, Gerald Levine, Marie 

Levine, Isaac Morley and Mary Ann Metz from violating Section 5 of the Securities Act; 

4. Enter a permanent injunction enjoining Defendants Gerald Levine, Marie Levine 

and Bruce Rothenberg from violating Section 15(a)(l) of the Exchange Act; 

5. Enter an order requiring that Defendants Nu Star, Gerald Levine, Marie Levine, 

Alan Copeland, Isaac Morley, Mary Ann Metz, Darin Metz and Bruce Rothenberg, as well as 

Relief Defendants Wire to Wire, Public Highway, Global and The 1975 Trust, disgorge all ill- 

gotten gains or unjust enrichment fiom the securities sales described above, plus prejudgment 

interest; 

6. Enter an order pursuant to Section 2qd) of the Securities Act [15 U.S.C. § 

77t(d)] and Section 21 (d)(3)(A) of the Exchange Act [I 5 U.S.C. § 78u(d)(3)(A)], imposing civil 

penalties against Defendants Nu Star, Gerald Levine, Marie Levine, Alan Copeland, Isaac 

Morley, Mary Ann Metz, Darin Metz and Bruce Rothenberg; 

7. Enter an order pursuant to Section 20(e) of the Securities Act [15 U.S.C. 77t(e)] 

and Section 2 1 (d)(2) of the Exchange Act [ 15 U.S.C. $78u(d)(2)], baning Defendants Gerald 

Levine, Marie Levine, Alan Copeland, Isaac Morley, Mary Ann Metz and Darin Metz from 

serving as officers or directors of publicly traded companies; 

Enter an order pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 

77t(g)] and Section 21 (d)(6) of the Exchange Act [I5 U.S.C. $78u(d)(6) 1, barring Defendants 



"U i ci.l-u2*l--.. . .*. *- ' -. . . . . -..---...- -- 
Case 2:07-cv-00506-LDG-RJJ Document 1 Filed 0411 712007 Page 23 of 23 

I Gerald Levine, Marie Levine, Alan Copeland, Isaac Morley, Mary Ann Metz, Darin Metz and 

II Bruce Rothenberg from participating in any future penny stock offings; 

I 9. Retain jurisdiction over this action to implement and cany out the terns of all 

II orders and decrees that may be entered; and 

I1 10. Award such other and hrther relief, as this Court may deem just, equitable, 

I1 appropriate or necessary for the enforcement of the federal securities laws or for the benefit of 

investors, including such relief contemplated by Section 2 1 (dX5) of the Exchange Act [I 5U.S.C. 

0 78u(d)(5)1. 

Local Counsel for Plaintiffs: 

Steve W. Myhre 
Acting United States Attorney 
Paul S. Padda 
Assistant United States Attorney 
U.S. Attorney's Office, Civil Division 
333 Las Vegas Boulevard South, 
Room 5000 
Las Vegas, Nevada 891 01 
(702) 388-652 1 
(702) 388-6787 (Fax) 

Respectfully submitted, 

Securities and Exchange Commission 

By: </JL-- 
Richard E. Simpson 
Fredric D. Firestone 
Gregory G. Faragasso 
Kurt G. Gresenz 
Heidi H. Mayor 
Telephone: (202) 55 1-4492 (Simpson) 
Telephone: (202) 55 1-4864 (Mayor) 
Fax: (202) 772-9246 (Simpson) 
[email protected] 
Securities and Exchange Commission 
100 F Street, N.E. 
Washington, DC 20549-4030