Kfir Barzilay, Yan Dikshteyn, Boris Fidler, Lawrence Pross, and Eugene Beigelman

SECURITIES EXCHANGE ACT OF 1934
Release No. 46536 / September 24, 2002

ADMINISTRATIVE PROCEEDING
FILE NO. 3-10784

The Securities and Exchange Commission (Commission) instituted this proceeding pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act), on May 20, 2002, with an Order Instituting Proceedings (OIP). On August 14, 2002, the Division of Enforcement (Division) filed a Motion for Default Judgment (Motion) against all Respondents for failing to file answers to the OIP in accordance with Rule 220(f) of the Commission's Rules of Practice, 17 C.F.R. § 201.220(f). The Motion, filed pursuant to Rule 155(a) of the Commission's Rules of Practice, 17 C.F.R. § 201.155(a), seeks an order barring Respondents Kfir Barzilay (Barzilay), Yan Dikshteyn (Dikshteyn), Boris Fidler (Fidler), Lawrence Pross (Pross), and Eugene Beigelman (Beigelman) from association with any broker or dealer.

Respondents are in default under Rules 155(a) and 220(f) of the Commission's Rules of Practice, 17 C.F.R. §§ 201.155(a), .220(f), because they failed to answer the OIP, or to respond to my August 16, 2002, Order to Show Cause. Accordingly, I find the allegations in the OIP to be true:

From about April 1996 through November 1997, Barzilay, age 27, was a registered representative associated with various broker-dealers registered with the Commission including, from April 1997 through November 1997, W.J. Nolan & Company (Nolan).

From about January 1995 through November 1997, Dikshteyn, age 26, was a registered representative associated with various broker-dealers registered with the Commission including, from April 1997 through November 1997, Nolan.

From about November 1992 through July 1998, Fidler, age 28, was associated with various broker-dealers registered with the Commission. During the period April 1995 through approximately September 1995, Fidler was associated with Investech Capital Corporation, a broker-dealer registered with the Commission. Fidler began his employment at Nolan in April 1997 as a broker's assistant. He became a registered representative and was associated as a registered representative with Nolan from at least June through November 1997.

From about August 1994 through July 1998, Pross, age 26, was associated with various broker-dealers registered with the Commission. Pross began his employment with Nolan in April 1997 as a broker's assistant. He became a registered representative and was associated as a registered representative with Nolan from at least June 1997 through November 1997.

From about November 1995 through the present, Beigelman, age 29, was a registered representative associated with various broker-dealers registered with the Commission including, from April 1997 through November 1997, Nolan.

On August 2, 1999, the Commission filed a civil action against Respondents in the United States District Court for the Northern District of Illinois, SEC v. Barzilay, Case No. 99-C-5023 (Complaint). The Complaint alleged that while at Nolan, Defendants Barzilay, Dikshteyn, Fidler, Pross, and Beigelman fraudulently engaged in churning their customers' accounts, unauthorized trading in customer accounts, and making unsuitable trades on behalf of their customers.

On January 24, 2002, the Honorable Ronald A. Guzman, United States District Court Judge for the Northern District of Illinois, entered a final Order of Permanent Injunction and Other Relief by Default Against Defendants Barzilay, Dikshteyn, Fidler, and Pross, and against Defendant Beigelman on March 13, 2002 (Orders). The Orders enjoined the Defendants from violating various sections of the Securities Act of 1933, the Exchange Act, and rules promulgated thereunder, as well as to pay various amounts in disgorgement and civil penalties.

On July 26, 1999, in U.S. v. Zaborsky, et al., No. 98 CRIM 1037, in the United States District Court for the Southern District of New York, Fidler, pursuant to his guilty plea, was convicted of one count of violating 18 U.S.C. § 371 (conspiracy to commit securities fraud, wire fraud, and commercial bribery). Fidler was sentenced to five months in prison and ordered to pay restitution in the amount of $15,000. The criminal conviction was based on Fidler's solicitation of customers of Symons Financial Group (Symons), an unregistered branch office of Investech, to purchase the common stock of certain companies in exchange for secret bribes paid by the owner and principle of Symons and a stock promoter associated with Symons during the period April 1995 through September 1995.

In light of the allegations brought in the OIP, and Respondents' failure to answer the OIP, and respond to the August 16, 2002, Order to Show Cause, I find it is necessary and appropriate for the protection of investors to order that Respondents Barzilay, Dikshteyn, Fidler, Pross, and Beigelman be barred from association with a broker or dealer pursuant to Section 15(b) of the Exchange Act.

Accordingly, IT IS ORDERED, that the following sanctions be imposed pursuant to Section 15(b) of the Securities Exchange Act of 1934:

Kfir Barzilay is barred from association with any broker or dealer.

Yan Dikshteyn is barred from association with any broker or dealer.

Boris Fidler is barred from association with any broker or dealer.

Lawrence Pross is barred from association with any broker or dealer.

Eugene Beigelman is barred from association with any broker or dealer.

_______________________________
Lillian A. McEwen
Administrative Law Judge