23. Since the middle of 2000, as many as thirty-three sales representatives in Tecumseh's Sherman Oaks, California office solicited investors for Class A, Class C, Tradevest, and Alpha Fund. At least five of the individuals were registered representatives associated with Cantor. Defendant Carone, who is unregistered, is (or was until recently) the manager of Tecumseh's California sales operation and works closely with Milling. The Tecumseh salespeople use cold-calling techniques to raise investor funds.

24. The following chart summarizes the offerings:

Offering	Time Frame	$ Raised	Investors
Class A	June 2000 - present	$3,718,376.50	373
Class C (including Alpha Fund)	October 2002 - present	$1,653,500.00	33
Tradevest (now all Class C)	September 2001 - November 2002	$4,924,417.00	106
TOTAL		$10,296,293.50	512

25. As the chart shows, Tecumseh has raised $10,296,293.50 from investors. According to Tecumseh's unaudited balance sheet as of February 28, 2003, Tecumseh has just $3,376,233 in assets. This latter amount represents just 33% of the total funds Tecumseh has raised from investors. Neither Tecumseh, Tradevest, nor Alpha Fund has ever had net tangible assets in excess of $5 million or average revenue of at least $6 million for the last three years.

26. Tecumseh's unaudited balance sheet as of February 28, 2003 shows that Tecumseh has just $3,376,233 in assets, including largely uncollectable Cantor and Stracq loans and cash infusions. This latter amount represents just 33% of the total amount ($10.3 million) Tecumseh has raised from investors. Tecumseh has disposed of a significant portion of the $10.3 million raised from investors. As of September 30, 2002, $1.69 million was spent on 93compensation and related costs94 and $2.38 million was spent on purported office or other expenses. Some expenses include: purported 93legal fees94 for Milling ($921,000 of $1.6 million billed thus far), payments to Souran ($124,721), payments to McCallion for the 93purchase94 of Cantor ($197,000), 93consulting fees94 to Palovchik ($170,456), and payments and 93reimbursements94 to Carone ($368,170).

27. In addition, at least $1 million in investor funds has gone to Relief Defendant Stracq, a company created and controlled by Tecumseh. Tecumseh formed Stracq to acquire Stryka Botanics Co., Inc., an herbal medicine and vitamin company currently in Chapter 11 bankruptcy proceedings.

C. The Material Misrepresentations, False and Misleading Statements and Omissions

28. Defendants Tecumseh, Tradevest and Milling, directly or indirectly, have made material misrepresentations and materially false and misleading statements and omissions in the offer or sale and in connection with the purchase or sale of securities of Tecumseh and Tradevest described in paragraph 22, above. In offering memoranda, investor correspondence, and other documents sent to actual or prospective investors, these defendants have made material misrepresentations and omissions concerning: (1) anticipated profit projections; (2) Tecumseh's payment of 93dividends,94 93return on investment94 and 93ROI94 and use of investor funds; and (3) Tecumseh's failure to seek NASD approval for the Cantor acquisition.

1. Misrepresentations About Anticipated Profits

a. Baseless Projections about Cantor Profits

29. In offering and selling Class A and Class C stock, Tecumseh, Tradevest and Milling made material misrepresentations and omissions concerning Cantor's profit projections and losses. The September 2001 Class A Memorandum, which Tecumseh currently distributes to prospective investors, contains the following three-year profit projections for Cantor: net operating income (profits) of nearly $8.3 million in the first year, rising to nearly $12.5 million in the second year and to more than $17 million in the third year. The September 2001 Tradevest Memorandum, the March 2002 Amended Tradevest Memorandum and the November 2002 Class C Memorandum effectively incorporate these statements by referring prospective investors to the September 2001 Class A Memorandum for more information, and the subscription agreement sent to prospective investors with September 2001 Tradevest Memorandum and the November 2002 Class C Memorandum provides for the investor to attest that the investor 93has received and carefully reviewed94 the September 2001 Class A Memorandum.

30. Tecumseh and Milling made baseless profit projections in earlier offering memoranda. The first Tecumseh Class A offering memorandum, dated June 20, 2000, stated that Tecumseh and a not-yet acquired broker-dealer projected a net operating income (profit) for the broker-dealer's first year of operations of nearly $7 million, rising to $10.6 million in the second year, and to more than $15 million in the third year. The December 2000 and February 2001 Class A offering memoranda make the same or similar projections.

31. The profit projections set forth in paragraphs 29 and 30 above were and are false and misleading and material. They had no basis in fact when made. Cantor simply has not turned a profit for several years and has not come close to meeting these projections, even though it is in its second year of affiliation with Tecumseh. Although Cantor realized a modest pre-tax profit of $394,491 for its fiscal year ended August 31, 2000 (and only $63,000 of pre-tax profit for its fiscal year ended August 31, 1999), it has lost money since then, including the almost two-year period since its affiliation with Tecumseh, as the following chart shows:

32. Nowhere do the September 2001 Class A Memorandum, the September 2001 Tradevest Memorandum, the March 2002 Amended Tradevest Memorandum, the November 2002 Class C Memorandum, or any other offering materials disclose these losses to investors or qualify the profit projections with information about Cantor's losses. Even now with Cantor in its second year of affiliation with Tecumseh, Tecumseh has not modified its profit projections to indicate that Cantor did not earn $8.3 million in operating revenue during its 93first year94 (2002) or that it hardly is on track to earn $12.5 million during its 93second year94 (2003).

33. Nor do the September 2001 Class A Memorandum, the September 2001 Tradevest Memorandum, the March 2002 Amended Tradevest Memorandum, the November 2002 Class C Memorandum, or any other offering materials disclose the true state of Tecumseh's financial condition. According to unaudited financial statements that Tecumseh does not provide to investors, as of September 30, 2002 its total loss since inception was $4,190,603. A footnote in those financial statements reflects its accountant's concerns about Tecumseh's ability to continue as a going concern: "[E]ven though current operations may be dependent on raising additional capital, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern." Tecumseh's unaudited balance sheet as of February 28, 2003 shows a net loss of $388,987.79, and as of March 31, 2003, the current net loss was $530,051.63.

b. Baseless Price Projections in Class A Offering

34. Tecumseh's Class A offering memoranda and newsletters contain materially false and misleading profit projections for investments in so-called 93shell94 or 93blank check94 companies. As an incentive and inducement to buy Class A shares and the 93preferences94 associated with them, Tecumseh represented that shareholders could purchase cheap shares of as yet unidentified, non-operating shell corporations to be sponsored by Tecumseh, and then resell those shares for huge gains after reverse mergers of the shells with unknown operating companies with no known assets or profits.

35. Tecumseh's three later Class A offering memoranda sent to investors described the increase in value of shell corporation shares resulting from 93reverse acquisitions94 of an on-going business as a Class A investor's 93greatest opportunity94 for profit. Tecumseh represented in these three later Class A memoranda, including the September 2001 Class A Memorandum, that investors could buy shell corporation shares for $0.25. The earliest Class A offering memorandum (dated June 20, 2000) represented that the shell company shares would be offered to Tecumseh investors 93at a nominal price which generally will not exceed $0.10 per share.94 All four Class A offering memoranda stated that investors could later sell the stock 93generally, but not with certainty, at a price materially in excess of its original cost to the seller.94 In three newsletters to investors dated January 26, 2001, February 8, 2001 and December 7, 2001, Tecumseh quantified the materially higher share price that investors could expect: $2.00 or more.

36. The price predictions set forth in paragraph 35 were false, misleading, and had no basis in fact when made. These representations were and are material.

2. Misrepresentations about Dividends and Use of Investor Funds

a. Misrepresentations about Dividends

37. In connection with Tecumseh's Class C offering - including Tradevest - Tecumseh, Tradevest and Milling made material misrepresentations concerning shareholder return on investment (also referred to as 93ROI94 or 93dividends94) and omitted material information concerning Tecumseh's losses. Through offering materials, letters and newsletters, Tecumseh's management has attempted to create the impression among actual and prospective investors that Tecumseh and its broker-dealer are prospering and thriving. In fact, neither Tecumseh nor Cantor has earnings from which to pay returns or dividends, and Tecumseh has failed to disclose their operating losses.

38. The September 2001 Tradevest Memorandum states that investors would receive quarterly payments derived from the trading profits of Cantor, and provides a formula for calculating minimum and maximum payments:

[F]rom the Cantor calendar quarter net trading profits, before any other disposition of such profits, the Investors are intended to receive a minimum percentage of such profits equal to 300% of the national average APR, as of the first day of the quarter, paid by commercial and federal savings banks on standard, non-jumbo certificates of deposit having a term of one year, as quoted in the Wall Street Journal or the New York Times, whichever is higher (the 93Base Payout94).

39. The March 2002 Amended Tradevest Memorandum states instead that investors would receive quarterly payments derived from the general funds of Tecumseh (to the extent payments were not made from Cantor profits):

The ROI . . . is intended to be derived from the general funds of Tecumseh and the amount during the calendar quarter, paid or eventually to be paid by Cantor to Tradevest as fees. . . .  To the extent distributions are not made out of Cantor trading profits, Tecumseh will pay over to Tradevest, from its general funds, the amount of such distribution for the account of Tradevest.

40. The November 2002 Class C Memorandum announced the dissolution of Tradevest, stating, 93Original combined certificates of Class C shares and Tradevest membership interests will remain effective as certificates of Class C shares.94 This memorandum repeated the ROI formula but changed several significant provisions. Now, the offering stated that the source of Tecumseh 93dividends94 was 93at all time[s]94 Tecumseh. Further, the November 2002 Class C Memorandum states that payments to investors would be 93based on the Company funds availability,94 referencing Tecumseh funds as the source for these payments while deleting the reference to Cantor trading profits. No explanation for the change appears in the offering document.

41. The representations set forth in paragraphs 38 through 40 above were and are false and misleading because they (a) do not disclose that Cantor and Tecumseh actually have been losing money and that profit-derived dividends are highly unlikely, and (b) omit to disclose that the actual source of dividends is either a return of investor capital or the proceeds raised from more recent investors.

42. The representations set forth in paragraphs 38 through 40 above were and are material because, among other things, (a) Cantor has had no profits, only losses; (b) Tecumseh has had no profits of its own to pay the quarterly payments; and (c) since both Tecumseh and Cantor are not generating profits but only net losses, Tecumseh's only source of funds for the quarterly 93dividend94 payments is current and/or additional investor capital raised through ongoing or prospective offerings.

43. Tecumseh's actual payments to Class C shareholders also were and are false and misleading because (a) they often were falsely identified on the checks themselves as `dividend94 when they really were the return of investor capital; and (b) they routinely were paid at the rate of 4% each quarter, or 16% per annum, when under the formula the rates should have been lower, strongly implying that Tecumseh and Cantor are profitable enterprises, when they are not.

44. The misrepresentations to the investors who receive the quarterly payments set forth in paragraph 43 were and are material, for at least two reasons. First, the offering memoranda provided Class C investors with the right to a full refund of their investment if they do not receive the full amount of the minimum quarterly payment for two consecutive quarters. Falsely calling the payments 93dividends94 and routinely paying them at higher rates than provided under the formula set out in the offering documents indicated fraudulently that the right of rescission was not triggered because the payments falsely appeared to be a return on investment that was more than the minimum quarterly payment under the formula. Second, Tecumseh is permitting Class C investors to 93reinvest94 the quarterly payments and some do so. Subsequent Tecumseh quarterly payments to these investors reflect the appearance of higher quarterly payments of 16% annual returns on the new 93investment.94 In reality, however, the investor's capital account and the accounts of other investors are reduced with each successive quarterly payment.

b. Misrepresentations About Use of Proceeds

45. Because Tecumseh necessarily uses investor proceeds to pay dividends, representations in offering memoranda about use of proceeds were and are materially false and misleading. The September 2001 Tradevest Memorandum stated that that offering's proceeds would be used to fund loans from Tecumseh to the Cantor trading department to finance its operations. Neither this Tradevest offering document nor the March 2002 Amended Tradevest Memorandum disclosed that investor proceeds would be used to pay dividends.

46. The November 2002 Class C Memorandum, like the September 2001 Tradevest Memorandum and the March 2002 Amended Tradevest Memorandum, effectively incorporates the statements made in the September 2001 Class A Memorandum by referring investors to that earlier memorandum for additional information. The September 2001 Class A Memorandum represents that the proceeds of the Class A offering would be used to pay for the acquisition and operations of a broker-dealer and for certain expenses related to the offering. Neither the November 2002 Class C Memorandum nor the September 2001 Tradevest Memorandum nor the March 2002 Amended Tradevest Memorandum nor the September 2001 Class A Memorandum discloses the use of investor proceeds to pay dividends.

47. From the fourth quarter of 2001 through the fourth quarter of 2002 Tecumseh paid a total of $390,360 to investors as 93dividends94 or 93ROI,94 and dividend payouts are likely continuing. The real source of these payments was not earnings but investors' capital. Distributing capital to investors in the guise of 93dividends94 is neither an acquisition nor operations cost, nor is it an expense related to the offerings.

3. Misrepresentations About NASD Approval of the Cantor Acquisition

48 Tecumseh's offering memoranda and communications with investors contain false and misleading statements concerning NASD's approval of a merger between Tecumseh and its broker-dealer. The August 2001 acquisition agreement contemplated that Tecumseh's acquisition of Cantor was subject to NASD approval. Indeed, such approval is mandated by NASD Rule 1017(a)(4), which requires a member firm such as Cantor to apply for NASD approval of any 93change in the equity ownership or partnership capital of the member that results in one person or entity directly or indirectly owning or controlling 25 percent or more of the equity or partnership capital.94 Tecumseh, Tradevest and Milling have acknowledged that Tecumseh's acquisition of Cantor depends on regulatory approval by NASD. For example, in the November 2002 Class C Memorandum, Tecumseh told investors that the Cantor acquisition 93is subject to regulatory approval by the NASD.94

49. Tecumseh, Tradevest and Milling made material misrepresentations to investors that NASD approval of Tecumseh's acquisition was imminent. In the September 2001 Class A Memorandum, for example, Tecumseh and Milling represented that: 93The [Cantor] acquisition is subject to regulatory approval which is expected to be forthcoming.94 In a Milling-prepared 93Tecumseh Newsletter94 to investors, dated May 10, 2001, Tecumseh stated that it 93believes that these NASD approvals [for the change of control] will be forthcoming.94 In a subsequent Tecumseh Newsletter to investors dated December 7, 2001, Milling wrote that NASD approval 93is fully expected to be granted without unusual conditions.94 Similar representations appear in the September 2001 Tradevest Memorandum, the March 2002 Amended Tradevest Memorandum and the November 2002 Class C Memorandum.

50. Tecumseh's, Tradevest's and Milling's representations, set forth in paragraph 49 above, were and are false and misleading and material. At the time these representations were made, Cantor had not submitted to NASD any application for the approval of Tecumseh's acquisition of Cantor. Cantor did not submit to NASD any application regarding its acquisition of Cantor until May 12, 2003, almost two years after the August 2001 acquisition agreement. To date, NASD has not approved that application. Stating that NASD approval was forthcoming, or imminent, when no application for approval had been submitted was materially misleading because NASD approval of the Cantor acquisition is a condition of Tecumseh's ability legally to realize its announced business plans.

D. Culpability of Defendants Who Conducted, or Aided and Abetted, the Fraud

51. Tecumseh, Tradevest and Milling knew or recklessly disregarded the fact that the misrepresentations and omissions described above were false and misleading. In addition to the facts described above:

(a) Milling is the President, Chief Executive Officer, a Director and General Counsel of Tecumseh. He wrote or directed the writing of all of Tecumseh's and Tradevest's offering memoranda, including but not limited to the September 2001 Class A Memorandum, all earlier Tecumseh Class A offering memoranda, November 2002 Class C Memorandum, Tradevest Offering Memorandum, and the Alpha Fund offering memorandum dated October 15, 2002. He also wrote newsletters and other communications with investors. Although he is a securities lawyer, he does not have an active law practice and devotes 100% of his professional time to Tecumseh's legal work. Milling controls and at all relevant times has controlled all aspects of Tecumseh. He knows and at all relevant times has known that Tecumseh is maintaining its capitalization only through securities offerings. He also knows and at all relevant times has known that Tecumseh and Cantor have only losses and no profits. Milling is aware and at all relevant times has been aware of all of the operations of Tecumseh and Cantor, including details about Tecumseh's accounting and financial issues, such as profit and loss statements. Milling also knows and at all relevant times has known that Class C investors are and have been told that the quarterly distribution payments are "return on investment."

(b) Tecumseh is substantially controlled by Milling. He also substantially controlled Tradevest through Tecumseh, its general manager. Accordingly, Milling's scienter and his knowledge of the material misrepresentations and omissions made in the offer or sale and in connection with the purchase or sale of securities of Tecumseh and Tradevest are imputed to the entities.

52. McCallion and Palovchik knowingly provided substantial assistance to Milling and Tecumseh because, in addition to the facts described above:

(a) McCallion is President of Cantor, manages its offices in Edgewater, New Jersey and supervises Cantor registered representatives, including those working in Tecumseh's California office. In some Tecumseh offerings materials, McCallion was identified as a Tecumseh officer. He consented to the sales activity in Tecumseh's California office by Cantor representatives. At all relevant times McCallion knew that NASD approval of Tecumseh's acquisition of Cantor was a condition of the acquisition. He also knew or recklessly disregarded that no application for approval was submitted before May 2003. He also told NASD in writing that Cantor intended to open a branch office in California, but he did not cause Cantor to amend its broker-dealer registration to register the branch. McCallion also took steps to prevent Commission staff examiners and NASD from discovering the fraud, including making false statements and directing a Cantor employee to alter a document. McCallion knows and at all relevant times has known the financial condition of Cantor, including that Cantor lost $852,657 in FY2002, $945,754 in FY2001 (when it was acquired by Tecumseh), and approximately $348,530 in FY2003 (through May); and that Tecumseh has provided Cantor with at least $1.05 million in subordinated loans and $559,778 in operating cash. McCallion and Tecumseh also concealed from NASD that Tecumseh was the real source of $450,000 purportedly provided to Cantor by McCallion.

E. Ongoing Risk to the Public

53. The fraud is continuing. Milling is writing new offering memoranda for Alpha Fund and Tecumseh Class C, and told Commission staff examiners that he had planned to begin distributing the new Alpha Fund offering in June 2003, although he did not do so, apparently because of his involvement in the application for NASD approval of Tecumseh's acquisition of Cantor. Milling told staff examiners that he intended to use the application process to prepare a new Tecumseh Class C offering. As of July 2003, Tecumseh was continuing to make quarterly payments to Tecumseh Class C investors, although at a reduced rate because of a purported lack of liquidity in the assets of Tecumseh, according to a July 11, 2003 letter from Milling to Tecumseh Class C stockholders. Milling's letter claimed that the liquidity crunch resulted from Tecumseh's investments, particularly in Stracq, but an investor interviewed recently by the Commission staff was told that the death of a significant Tecumseh investor had resulted in $1 million being withdrawn by survivors, leaving reduced funds to pay dividends. Several investors interviewed recently by the Commission staff said that they understood from statements made to them by Tecumseh sales agents that Tecumseh was profitable. Some investors are continuing to 93reinvest94 the quarterly payments in Tecumseh. Absent judicial intervention, these payments and 93reinvestments94 undoubtedly will continue.

FIRST CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5

[Defendants Tecumseh, Tradevest and Milling (directly and in his capacity as a control person of Tecumseh and Tradevest)]

54. The Commission repeats and realleges the allegations contained in paragraphs 1 through 53 by reference as if fully set forth herein.

55. Defendants Tecumseh, Tradevest and Milling, directly and indirectly, singly and in concert, knowingly or recklessly, by the use of the means or instruments of transportation or communication in, and the means or instrumentalities of, interstate commerce, or by the use of the mails, in the offer or sale, and in connection with the purchase or sale, of securities, have: (a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of or otherwise made untrue statements of material fact, or omitted to state material facts necessary to make the statements, in light of the circumstances under which they were made, not misleading; and (c) engaged in transactions, acts, practices and courses of business which operated or would operate as a fraud or deceit upon purchasers of securities or other persons.

56. As part of and in furtherance of this violative conduct, Defendants Tecumseh, Tradevest and Milling, directly or indirectly, made the false and misleading representations and omissions, more fully described above.

57. The false and misleading statements and omissions made by Defendants Tecumseh, Tradevest and Milling, more fully described above, were material.

58. Defendants Tecumseh, Tradevest and Milling knew or recklessly disregarded the fact that these material misrepresentations and omissions, more fully described above, were false or misleading.

59. By reason of the acts, omissions, practices, and courses of business set forth in this Complaint, Defendants Tecumseh, Tradevest and Milling have violated, are violating, are about to violate, and, unless restrained and enjoined, will continue violating, Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder.

60. By reason of the acts, omissions, practices and courses of business set forth in this Complaint, Defendant Milling, directly or indirectly, is and at all relevant times has been a controlling person of Tecumseh and Tradevest with the power to direct or cause the direction of the management and policies of Tecumseh and Tradevest, whether through the ownership of voting securities, by contract, or otherwise, and Milling is and at all relevant times has been a culpable participant in the fraud perpetrated by Tecumseh and Tradevest. Accordingly, pursuant to Section 20(a) of the Exchange Act, Milling is liable jointly and severally with and to the same extent as Tecumseh and Tradevest for their violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and unless he is enjoined, Milling will again engage, as a controlling person, in conduct that would render him liable, pursuant to Section 20(a) of the Exchange Act, for violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

SECOND CLAIM FOR RELIEF

Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder

[Defendants McCallion and Palovchik]

61. The Commission realleges and incorporates paragraphs 1 through 60 by reference as if fully set forth herein.

62. Defendants McCallion and Palovchik knowingly provided substantial assistance to Tecumseh and Milling in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

63. By reason of the foregoing, McCallion and Palovchik aided and abetted, are aiding and abetting, are about to aid and abet, and, unless restrained and enjoined, will continue aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and are deemed to be in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder to the same extent as Tecumseh and Milling, pursuant to Section 20(e) of the Exchange Act.

THIRD CLAIM FOR RELIEF

Violations of Sections 5(a) and 5(c) of the Securities Act

[Defendants Tecumseh, Tradevest, Cantor, Milling and Carone]

64. The Commission realleges and incorporates paragraphs 1 through 63 by reference as if fully set forth herein.

65. Defendants Tecumseh, Tradevest, Cantor, Milling and Carone, directly and indirectly, singly and in concert, have made use of the means or instruments of transportation or communication in interstate commerce, or of the mails, to offer and sell securities through the use or medium of a prospectus or otherwise, or have carried or caused to be carried through the mails or in interstate commerce, by any means or instruments of transportation, securities for the purpose of sale or for delivery after sale, when no registration statement has been filed or was in effect as to such securities and when no exemption from registration was applicable.

66. By reason of the foregoing, Defendants Tecumseh, Tradevest, Cantor, Milling and Carone violated, are violating, are about to violate, and, unless restrained and enjoined, will continue violating, Sections 5(a) and 5(c) of the Securities Act.

FOURTH CLAIM FOR RELIEF

Violations of Section 17(a) of the Exchange Act And Rules 17a-3 and 17a-4 Thereunder

[Defendants Cantor and, as a Control Person, McCallion]

67. The Commission realleges and incorporates paragraphs 1 through 66 by reference as if fully set forth herein.

68. Cantor has not maintained or has failed to provide the Commission staff records that registered broker-dealers are required to maintain and to furnish promptly upon the staff's request, including without limitation customer correspondence and records of each sale of the securities of Tecumseh, Tradevest, Alpha Fund and Stracq that were effected by persons associated with Cantor, including registered representatives located in Tecumseh's California office.

69. By reason of the foregoing, defendant Cantor violated, is violating, is about to violate, and, unless restrained and enjoined, will continue violating, Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

70. By reason of the acts, omissions, practices and courses of business set forth in this Complaint, Defendant McCallion, directly or indirectly, is and at all relevant times has been a controlling person of Cantor with the power to direct or cause the direction of the management and policies of Cantor, whether through the ownership of voting securities, by contract, or otherwise, and McCallion is and at all relevant times has been a culpable participant in the violations perpetrated by Cantor. Accordingly, pursuant to Section 20(a) of the Exchange Act, McCallion is liable jointly and severally with and to the same extent as Cantor for its violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder and unless he is enjoined, McCallion will again engage, as a controlling person, in conduct that would render him liable, pursuant to Section 20(a) of the Exchange Act, for violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

FIFTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder

[Defendant Milling]

71. The Commission realleges and incorporates paragraphs 1 through 70 by reference as if fully set forth herein.

72. Defendant Milling knowingly provided substantial assistance to Cantor in violation of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

73. By reason of the foregoing, Milling aided and abetted, is aiding and abetting, is about to aid and abet, and, unless restrained and enjoined, will continue aiding and abetting violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder, and is deemed to be in violation of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder to the same extent as Cantor, pursuant to Section 20(e) of the Exchange Act.

SIXTH CLAIM FOR RELIEF

Violations of Section 15(a) of the Exchange Act

[Defendant Carone]

74. The Commission realleges and incorporates paragraphs 1 through 73 by reference as if fully set forth herein.

75. Defendant Carone, directly or indirectly, by use of the mails or the means or instrumentalities of interstate commerce, while acting as a broker whose business was not intrastate, effected transactions in, induced and attempted to induce the purchase or sale of securities (other than an exempted security or commercial paper, banker's acceptances, or commercial bills), without registering as a broker in accordance with Section 15(a) of the Exchange Act.

76. By reason of the foregoing, Carone violated, is violating, is about to violate, and, unless restrained and enjoined, will continue violating Section 15(a) of the Exchange Act.

SEVENTH CLAIM FOR RELIEF

[Relief Defendants]

77. The Commission realleges and incorporates paragraphs 1 through 76 by reference as if fully set forth herein

78. Relief Defendant Alpha Fund obtained Tecumseh stock sale proceeds when Tecumseh invested approximately $850,000 in Alpha Fund, using Tecumseh's investor funds, as of September 30, 2002. In addition, Relief Defendant Alpha Fund's four investors' capital contributions, totaling approximately $900,000, were not returned to them when Alpha Fund was discontinued. Instead, Tecumseh retained the proceeds and distributed to the four investors Tecumseh Class C stock, effectively converting the Alpha Fund sales proceeds into Tecumseh Class C sales proceeds.

79. By reason of the acts, omissions, practices and courses of business set forth in this Complaint, the distribution of Tecumseh Class C shares to the four Alpha Fund investors in consideration for their capital contribution to Alpha Fund constituted a sale of securities in violation of the antifraud provisions, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Some or all of proceeds of such sale, or other proceeds of the fraudulent and illegal stock sales alleged above, remain in an account or accounts in the name Alpha Fund, or are otherwise in Alpha Fund's possession or control.

80. Relief Defendant Alpha LLC is liable as sole general partner of Relief Defendant Alpha Fund, which Alpha LLC controls.

81. Relief Defendant Stacq obtained Tecumseh stock sale proceeds when Tecumseh infused Stracq with at least $1 million in Tecumseh's investor funds.

82. Relief defendants Alpha Fund, Alpha LLC and Stracq each were recipients, without consideration, of proceeds of the fraudulent and illegal sales of Tecumseh or Tradevest securities alleged above. Each of these Relief Defendants profited from such receipt or from the fraudulent and illegal sales of securities alleged above by obtaining illegal proceeds under circumstances in which it is not just, equitable or conscionable for them to retain the illegal proceeds. Consequently, each of these entities has been named as a Relief Defendant for the amount of sales proceeds by which each has been unjustly enriched as a result of the fraudulent scheme or illegal sales transactions.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff Commission respectfully requests that this Court issue:

I.

Orders temporarily and preliminarily, and Final Judgments permanently, restraining and enjoining Defendants Tecumseh, Tradevest and Milling, their agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, and each of them, from violating Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

II.

Orders temporarily and preliminarily, and a Final Judgment permanently, restraining and enjoining Defendant Cantor, its agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, and each of them, from violating Sections 5(a) and 5(c) of the Securities Act and Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

III.

Orders temporarily and preliminarily, and a Final Judgment permanently, restraining and enjoining Defendant Milling, his agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, and each of them, from aiding and abetting violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

IV.

An Order freezing the assets of Defendants Tecumseh, Tradevest, Cantor and Milling and Relief Defendants Alpha Fund, Alpha LLC and Stracq, pending further Order of the Court.

V.

An Order appointing a receiver for Defendants Tecumseh, Tradevest and Cantor.

VI.

Orders temporarily and preliminarily, and Final Judgments permanently, restraining and enjoining Defendants Tecumseh, Tradevest, Cantor and Milling from participating in any future penny stock offering.

VII.

An Order directing Defendants Tecumseh, Tradevest, Cantor and Milling and Relief Defendants Alpha Fund, Alpha LLC and Stracq each to file with this Court and serve upon the Commission, within five business days, or within such extension of time as the Commission agrees in writing or as otherwise ordered by the Court, verified written accountings, signed by each of them under penalty of perjury.

VIII.

An Order permitting expedited discovery.

IX.

An Order enjoining and restraining each of the Defendants and Relief Defendants and any person or entity acting at their direction or on their behalf, from destroying, altering, concealing, disposing of or otherwise interfering with the access of the Commission to corporate and individual records of any kind, including but not limited to financial records of Tecumseh, Tradevest, Alpha fund, Alpha LLC, Cantor and Stracq.

X.

Final Judgments permanently restraining and enjoining Defendants McCallion and Palovchik, their agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, and each of them, from aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and from participating in any future penny stock offering.

XI.

A Final Judgment permanently restraining and enjoining Defendant McCallion, his agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with them who receive actual notice of the injunction by personal service or otherwise, and each of them, from, directly or indirectly, controlling any person who violates Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

XII.

A Final Judgment permanently, restraining and enjoining Defendant Carone, his agents, servants, employees, attorneys in-fact, and all persons in active concert or participation with it who receive actual notice of the injunction by personal service or otherwise, and each of them, from violating Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act, and from participating in any future penny stock offering.

XIII.

A Final Judgment requiring each of the Defendants and Relief Defendants to disgorge ill-gotten gains from the violative conduct alleged in this Complaint, and to pay prejudgment interest thereon.

XIV.

A Final Judgment imposing civil monetary penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act against each of the Defendants.

XV.

Such other and further relief as the Court deems appropriate.

Dated: July ___, 2003
New York, New York

Of Counsel:

Edwin H. Nordlinger
G. William Currier
Barry W. Rashkover
Robert J. Keyes (admitted in D.C. and California only)
Karen M. Lee
David K. Min

http://www.sec.gov/litigation/complaints/comp18251.htm