SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 

 Litigation Release No.15451/August 21, 1997  

 SEC v. W. Ralph Wills, III and ProFinancial Advisors, Inc.  (Civil Action No. 1:96-CV-2472-CC, USDC N.D. Ga.) 

 The Securities and Exchange Commission announced that on July 25,  1997, the Honorable Clarence Cooper, United States District Judge for the  Northern District of Georgia, entered an Order of Permanent Injunction And  Other Relief As To W. Ralph Wills ("Wills") and ProFinancial Advisors, Inc.  ("ProFinancial"), an Investment Adviser registered with the Commission. The  Order enjoins Wills and ProFinancial from future violations of Section 204  of the Investment Advisers Act of 1940 ("Adviser's Act") and Rule 204-1  thereunder; Section 206(4) of the Adviser's Act and Rule 206(4)-2(a)(5)  thereunder; Section 17(a) of the Securities Act of 1933; and Section 10(b)  of the Exchange Act of 1934 and Rule 10b-5 thereunder. 

 Wills and ProFinancial were further ordered to pay disgorgement in the  amount of $947,950, representing the amount of ill-gotten gains acquired by  the defendants from the scheme and prejudgment interest thereon. Payment  of the disgorgement and prejudgment interest was waived based upon sworn  representations made by Wills and ProFinancial to the Commission that they  were financially unable to pay the disgorgement.  

 Wills and ProFinancial both consented to the relief without admitting  or denying the allegations set forth in a complaint filed by the Commission  on September 23, 1996. In its complaint, the Commssion alleged that Wills,  through ProFinancial, violated the antifraud provisions of the securities  laws by offering and selling investment contracts in early 1994 which were  part of a prime bank scheme. The scheme involved the purchase of prime  bank notes with a face value of $200 million which were purchased at a  discount and then resold for a profit. Wills and ProFinancial obtained  funds from investors by misrepresenting or failing to disclose material  facts in connection with the sale of prime bank notes. Among other  misrepresentations made to investors, Wills falsely represented that the  investments were virtually risk-free and he made unrealistic predictions to  investors about the exorbitant profits to be made from the scheme. For  more information, see Litigation Release 15152 (November 7, 1996).