UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7454 / September 22, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9424 : ORDER INSTITUTING CEASE-AND- In the Matter of : DESIST PROCEEDINGS PURSUANT TO : SECTION 8A OF THE SECURITIES ACT J.M. Dickinson Bransford, : OF 1933, MAKING FINDINGS AND : IMPOSING A CEASE-AND-DESIST : ORDER Respondent. : : I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that cease-and-desist proceedings be, and they hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act"), against Respondent J.M. Dickinson Bransford ("Bransford" or "Respondent"). II. In anticipation of the institution of this cease-and-desist proceeding, Bransford has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.100 et seq., and without admitting or denying any findings set forth herein, except as to jurisdiction and facts set forth in paragraphs III.A. and III.B., below, which he admits, Bransford consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings and Imposing a Cease-and-Desist Order. III. On the basis of this Order and Bransford's Offer of Settlement, the Commission finds that: A. North American Capital Group, Inc. ("North American") is a private Tennessee corporation headquartered in Nashville. North American was incorporated in November 1992. Its incorporation was revoked in July ======END OF PAGE 1====== 1995 by Tennessee's Department of Revenue for failure to pay franchise and excise taxes. B. Bransford was the chairman of the board of directors of North American during all relevant periods. C. From at least April 1993 through September 1994, North American and Bransford offered potential investors investments in its purported European and domestic bank debenture trading programs. The minimum investment requirement was initially $10 million and was subsequently raised to $25 million. D. From at least April 1993 through September 1994, Respondent committed or caused violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act, in that he, in the offer or sale of securities, by use of the means and instruments of transportation or communication in interstate commerce, and by the use of the mails, directly or indirectly, employed devices, schemes or artifices to defraud; and engaged in transactions, practices or courses of business which operated or would operate as a fraud or deceit upon the purchasers of such securities, including the following: 1. omitting to disclose to potential investors that North American had never raised any investor funds; 2. according to at least one potential investor, misrepresenting that North American had been engaged in bank debenture programs for years and that North American was engaged in $500,000,000 worth of bank debenture trading each month; 3. representing in North American's offering documents that North American had "extensive experience and expertise" in the purchase of bank debenture instruments and "extensive relationships with the secondary market for the sale...of these instruments..." when, in fact, North American had no experience at all in purchasing bank debenture instruments; 4. according to at least one potential investor, misrepresenting that North American had "...established a program for the purchase and sale of bank debentures issued by the top 25 European banks through a major United States securities firm..."; 5. misrepresenting that "using minimum objectives," investors would receive a 180% annual return on their principal, and, moreover, that "...the program is currently exceeding this goal..."; 6. representing in North American's offering documents that "[t]he minimum goal of the program is to complete 30 transactions per year on a best efforts basis with a minimum ======END OF PAGE 2====== profit per trade of 6% of face value. Currently the program does much better than this" when, in fact, North American had no such program; and 7. according to at least one potential investor, misrepresenting that North American had received investor funds. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction specified in Bransford's Offer of Settlement. Accordingly, IT IS HEREBY ORDERED THAT Respondent Bransford is ordered to cease and desist from committing or causing any violation or any future violation of Sections 17(a)(1) and 17(a)(3) of the Securities Act. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3======