News Release

NASD Charges Florida Discount Securities with Fraud

Washington, D.C.—NASD announced charges today against Florida Discount Securities, Inc., formally of Boca Raton, FL, its former President and owner, Bruce Rich, and eight brokers with engaging in high-pressure, boiler-room type sales practices that defrauded investors of more than $4.5 million.

NASD charged that, from the spring of 2001 through the fall of 2002, Rich and eight Florida Discount brokers engaged in a variety of fraudulent and manipulative sales practices in soliciting customers to purchase shares of two highly speculative securities, Combined Professional Services, Inc. (CPFS) and BSD Software, Inc. (BSDS). Both CPFS and BSDS were non-operational "shell" or "blank check" companies with no operating histories, no significant financial resources, minimal assets and no operating income or revenues. Each company's plan was to seek a business it could acquire or with which it could merge. Neither company ever identified a prospective target business.

NASD's Complaint charges that under Rich's direction, Florida Discount became a "boiler room" that sold CPFS and BSDS common stock through an aggressive cold-calling campaign that involved high-pressure sales tactics; misrepresentations and omissions of material facts; failing to disclose adverse information about the risks of investing in CPFS and BSDS and their bleak business prospects; making baseless optimistic predictions about the companies' future business prospects and the value of their securities; making unauthorized transactions in customers' accounts; engaging in a "no net-selling" practice in which brokers refused to take customer sell orders, delayed taking sell orders, and attempted to persuade customers not to sell; and, deceived customers into believing that Florida Discount had an investment banking department and investment banking relationships with CPFS and BSDS.

The Florida Discount brokers (identified by their Central Registration Depository numbers) charged with participating in the illegal scheme are: Dante F. Calicchio (CRD No. 2812117); Charles P. Celestin (CRD No. 4276880); Mark W. Eshleman (CRD No. CRD No. 1244069); Fernando Fernandez (CRD No. CRD No. 4008751); Adam T. Forman (CRD No. 2826964); Marc S. Kimmel (CRD No. 2805550); Shannon L. Norris (CRD No. 2983568), and. Kristian F. Sierp (CRD No. 2428092).

NASD's Complaint also charges Florida Discount and Rich (CRD No. 2005846) with supervisory failures, which contributed to violations of NASD Rules and federal securities laws.

Under NASD rules, a firm or individual named in a complaint can file a response and request a hearing before an NASD disciplinary panel. Possible remedies include a fine, censure, suspension, or bar from the securities industry, disgorgement of gains associated with the violations, and payment of restitution.

Investors can obtain more information about, and the disciplinary record of, any NASD-registered broker or brokerage firm by calling NASD's BrokerCheck. NASD makes available BrokerCheck at no charge to the public. In 2002, members of the public used this service to conduct more than 2.5 million searches for existing brokers or firms and requested almost 200,000 reports in cases where disclosable information existed on a broker or firm. Investors can link directly to the program by going online to Investors can also access this service by calling 1-800-289-9999.

NASD is the leading private-sector provider of financial regulatory services, dedicated to bringing integrity to the markets and confidence to investors through effective and efficient regulation and complementary compliance and technology-based services. NASD touches virtually every aspect of the securities business — from registering and educating all industry participants, to examining securities firms, enforcing both NASD rules and the federal securities laws, and administering the largest dispute resolution forum for investors and registered firms. For more information, please visit our Web site at