UNITED STATES DISTRICT COURT

SECURITIES AND EXCHANGE COMMISSION,
450 Fifth Street, N.W.
Washington, DC 20549
Plaintiff,
SEAN NEVETT,
12100 Wilshire Boulevard
Los Angeles, CA 90025
Defendant.
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
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COMPLAINT
Plaintiff, Securities and Exchange Commission (the "Commission"), for its Complaint
alleges as follows:
NATURE OF THE ACTION
1. The SEC brings this enforcement action against Sean Nevett ("Nevett" or
"Defendant") for engaging in an unlawful distribution and sale of the stock of Pay
Pop, Inc. ("Pay Pop"). Specifically, Defendant participated in the public distribution
and sale of the shares of common stock of Pay Pop, notwithstanding the fact that
there was no registration statement filed with the Commission or any applicable
exemption from registration, in violation of Section 5 of the Securities Act of 1933
(the "Securities Act") [15 U.S.C. §77e]. Between 1998 and 1999, Defendant sold
approximately 3.1 million shares of Pay Pop common stock into the market. As a
result, Nevett made unlawful profits of $257,061.01.
2. The SEC brings this action for an order permanently enjoining Defendant from
future violations of Section 5 of the Securities Act, pursuant to Section 20(b) of the
Securities Act [15 U.S.C. §77t(b)], requiring Defendant to disgorge any profits
resulting from this conduct, including prejudgment interest on such amount, and
imposing civil money penalties under Section 20(d) of the Securities Act [15 U.S.C.
§77t(d)]. In addition, this action also seeks the imposition of a penny stock bar
pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)].
JURISDICTION
3. This Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a) of
the Securities Act [15 U.S.C. §§77t(b) and 77v(a)].
4. Defendant has, directly or indirectly, made use of the means or instrumentalities
of interstate commerce and/or of the mails in connection with the transactions
described in this Complaint.
DEFENDANT AND OTHER RELEVANT ENTITIES

5. Defendant is 35 years old and currently lives in California. Nevett is a former
registered representative who passed his Series 7 and 63 examinations.
6. During the relevant time period, Nevett owned and controlled two companies that
he used to conduct his promotional and investment activities: Neptune Capital Inc.
("Neptune") and Big Rock Marketing Inc. ("Big Rock"). Nevett opened at least 11
brokerage accounts in the names of Neptune and Big Rock. These brokerage
accounts were located in at least 9 different brokerage firms located in the United
States and Canada. Nevett at all times controlled the accounts of Big Rock and
Neptune and maintained trading authority over those accounts.
7. Pay Pop was a telecommunications company incorporated under the laws of
Nevada, with its principal place of business located in British Columbia, Canada. Pay
Pop's stock was traded in the United States on the NASD Over the Counter Bulletin
Board.
8. CIBC Mellon Trust Company ("CIBC Mellon") is a corporation formed under
Canadian law, doing business throughout Canada. At all relevant times, CIBC Mellon
served as Pay Pop's transfer agent.
FACTUAL ALLEGATIONS
A. The Illegal Distribution of Pay Pop Stock
9. Between July 1998 and March 2000, Pay Pop engaged in an unregistered public
distribution of Pay Pop common stock to investors in the United States and Canada.
In this connection, Pay Pop issued approximately 97 million shares of stock. Two of
Pay Pop's officers and directors, Daryl Desjardins and Robert Zaba, authorized the
issuance of the Pay Pop shares to the public.
10. During the public distribution of Pay Pop stock, neither Pay Pop, nor anyone
involved in the distribution, filed a registration statement with the Commission.
11. From late 1998 through mid-1999, Nevett participated in the unregistered
distribution of the Pay Pop stock to the public. At the direction of Desjardins and
Zaba, CIBC Mellon sent Nevett, in at least three installments, a total of 26 share
certificates, representing 6.85 million shares of Pay Pop stock. Four of the 26 share
certificates, representing 1.2 million Pay Pop shares, were issued in the name of Big
Rock and Neptune and later sold by Nevett. The remaining 22 share certificates,
representing 5.65 million Pay Pop shares, were for individual investors located in the
United States. Nevett delivered these 22 Pay Pop share certificates to the other
investors. A large percentage of the stock represented by the 26 certificates CIBC
Mellon sent to Nevett were deposited into brokerage accounts in the United States
and sold into the market shortly after Nevett's receipt of the stock.
B. Nevett's Unregistered Sales of Pay Pop Stock
12. In addition to the 1.2 million Pay Pop shares Nevett received from CIBC Mellon,
Nevett also received an additional 1.9 million Pay Pop shares directly from (i)
Desjardins or nominees of Desjardins; and (ii) others who were engaged in the sale
and distribution of Pay Pop stock. Nevett received his 3.1 million shares of Pay Pop

stock in exchange for his participation in the unregistered distribution of Pay Pop
stock and for his payment of a portion of corporate debt owed by Pay Pop. All of the
stock was received in the name of Neptune and Big Rock.
13. Nevett sold all of the 3.1 million shares of Pay Pop stock he received within a
short period of time after its receipt. As a result of Nevett's sales, Nevett received
profits of $257,061.01.
14. Because Nevett obtained all of his Pay Pop stock with the view to distributing
those shares to the public, Nevett was an underwriter of Pay Pop stock.
15. None of the Pay Pop stock Nevett sold or distributed was registered with the
Commission as required by Section 5 of the Securities Act. As a consequence of
Nevett's underwriter status and the nature and timing of his acquisition and sale of
Pay Pop stock, none of Nevett's transactions in Pay Pop stock were exempt from
registration.
CLAIM FOR RELIEF
(SALE OF SECURITIES IN UNREGISTERED TRANSACTIONS)
Violation of Section 5 of the Securities Act of 1933 [15 U.S.C. §77e ]
16. Paragraphs 1 through 15 are hereby realleged and incorporated by reference.
17. The shares of Pay Pop stock were securities within the meaning of Section 2(1)
of the Securities Act [15 U.S.C. §77b(1)].
18. Section 5 of the Securities Act prohibits the sale of any security unless a
registration statement is in effect with regard to that security, absent an applicable
exemption from that requirement. [15 U.S.C. §77e].
19. No registration statement had been filed with the Commission or was in effect
with regard to any public sale of the Pay Pop securities at issue.
20. As described above, defendant Nevett directly or indirectly (a) without a
registration statement in effect as to the securities, (i) made use of the means or
instruments of transportation or communication or the mails to sell such securities
through the use or medium of a prospectus or otherwise, or (ii) carried or caused to
be carried through the mails, or in interstate commerce, by any means or
instruments of transportation, such securities for the purpose of sale or for delivery
after sale, and (b) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or offer to sell
through the use or medium of a prospectus or otherwise securities for which a
registration statement had not been filed as to such securities, in violation of Section
5 of the Securities Act [15 U.S.C. §77e] and regulations thereunder.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:

I.
Permanently enjoining defendant Nevett from violating, directly or indirectly, Section
5 of the Securities Act [15 U.S.C. §77e];
II.
Ordering defendant Nevett to disgorge the ill-gotten gains that he received as a
result of his wrongful conduct, to pay prejudgment interest thereon, and to pay civil
money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. §77t(d)];
III.
Barring defendant Nevett for a two-year period from participating in any offering of
any penny stock as defined by Section 3 (a)(51)(A), [15 U.S.C. §78c(a)(51)(A)] and
Section 20(g) of the Securities Act [15 U.S.C. §77t(g)];
Granting such other relief as this Court may deem just and proper; and
IV.
V.
Retaining jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
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Michael K. Lowman (Bar No. 460190)
Treazure R. Johnson (Bar No. 375695)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549-0911
202/942-4523(Johnson) 202/942-9569 (fax)
OF COUNSEL:
Paul R. Berger
Richard W. Grime
Gregory G. Faragasso
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549-0800