Alnoor Jiwan

SECURITIES EXCHANGE ACT OF 1934
Release No. 50271 / August 26, 2004

Admin. Proc. File No. 3-11553

The Securities and Exchange Commission (Commission) issued its Order Instituting Proceedings (OIP) on July 21, 2004, pursuant to Section 17A of the Securities Exchange Act of 1934 (Exchange Act). The Division of Enforcement (Division) has provided evidence that Respondent Alnoor Jiwan (Jiwan) received the OIP on July 29, 2004. The Division has also represented that the method of service used to deliver the OIP to Jiwan is not prohibited in British Columbia, Canada. See Rule 141(a)(2)(iv) of the Commission's Rules of Practice.

Under the terms of the OIP and Rule 220 of the Commission's Rules of Practice, Jiwan's Answer was due no later than August 18, 2004. No Answer has been filed, and Jiwan is therefore in default. As authorized by Rule 155(a) of the Commission's Rules of Practice, I find the following allegations of the OIP to be true:

Jiwan, a Canadian citizen, formerly was the Manager of the Pacific Region of CIBC Mellon Trust Corp. (CIBC Mellon). At all relevant times, Jiwan was in charge, among other things, of overseeing the transfer agent and registrar relationship between CIBC Mellon and certain of its transfer agent clients. CIBC Mellon terminated Jiwan in October 1999. Since that time, Jiwan has not been directly employed by a transfer agent, but has provided transfer agent-related consulting services to various companies.

Pay Pop, Inc. (Pay Pop), now defunct, was a Nevada corporation purchased in July 1998 by Robert Zaba (Zaba), also a Canadian citizen. Pay Pop stock was posted on the NASD's Over-The-Counter Bulletin Board. At all relevant times, CIBC Mellon acted as Pay Pop's transfer agent and registrar. CIBC Mellon also served as a transfer agent for at least 113 public companies that had securities registered with the Commission pursuant to Section 12 of the Exchange Act.

On September 25, 2003, the Commission filed a civil complaint against Jiwan and others in the United States District Court for the District of Columbia, based on alleged violations of the federal securities laws. SEC v. Desjardins, Civ. Action No. 1:03 CV 01992 (PLF). The complaint alleged that, between July 1998 and 1999, Jiwan participated in a fraudulent scheme involving the sale of Pay Pop Stock to the public. Specifically, the complaint alleged that Jiwan accepted a series of bribes in exchange for which he agreed to have CIBC Mellon serve as Pay Pop's transfer agent. As a result, CIBC Mellon issued at least 75 million shares of Pay Pop stock via restrictive legend-free stock certificates, notwithstanding the fact that these issuances were not registered with the Commission or exempt from registration.

The complaint alleged that Jiwan was advised by Zaba that Pay Pop's former transfer agent would not agree to issue Pay Pop stock certificates without restrictive legends unless the stock was registered with the Commission or unless it received an attorney opinion letter confirming that the shares were exempt from registration, as required by United States law. The complaint alleged that Jiwan accepted bribes in the form of Pay Pop stock, placed in the name of a nominee in an effort to evade detection, in exchange for which Jiwan agreed that he would not require there to be a registration statement in effect for Pay Pop, or proof of any exemption from such registration for CIBC Mellon to issue legend-free stock. The complaint further alleged that, as a result, CIBC Mellon issued legend-free stock certificates representing at least 75 million shares of Pay Pop stock, which Zaba and others then sold on the open market in a "pump and dump" scheme. Jiwan was served with the complaint on October 8, 2003.

On July 1, 2004, the United States District Court for the District of Columbia entered a Final Judgment of Permanent Injunction, Disgorgement and Other Relief against Jiwan. The court: (i) permanently enjoined Jiwan from violating, directly or indirectly, Sections 5 and 17(a) of the Securities Act of 1933 and from violating, directly or indirectly, or aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (ii) barred Jiwan from participating in any penny stock offering; and (iii) ordered Jiwan to pay disgorgement, including prejudgment interest, of $130,374.96.

In view of the above, I find that remedial action is appropriate in the public interest, and that Jiwan should be barred from association with any transfer agent.

IT IS ORDERED THAT, pursuant to Section 17A of the Securities Exchange Act of 1934, Alnoor Jiwan is barred from association with any transfer agent.