UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 50782 / December 2, 2004

Admin. Proc. File No. 3-11763

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Ari Dinov and Eli Dinov ("Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement (the "Offers"), 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 without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings and the findings contained in Section III.2 below, which are admitted, Respondents consent to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (" Order"), as set forth below.

III.

On the basis of this Order and Respondents' Offers, the Commission finds that:

1. Ari Dinov was the secretary and treasurer of Indianapolis Securities and has been employed as a registered representative by New York brokerage firms registered with the Commission. Ari Dinov is a thirty-year-old resident of New York state.

Eli Dinov is the president, majority shareholder, and a director of Discover Capital Holdings Corp., and has been employed as a registered representative by New York brokerage firms registered with the Commission. Eli Dinov is a thirty-four year old resident of New York state.

2. On November 19, 2004, a final judgment was entered by consent against the Dinovs, permanently enjoining them from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in the civil action entitled Securities and Exchange Commission v. Discover Capital Holdings Corp., et al., Case Number 03 Civ. 1496, in the United States District Court for the District of Columbia.

3. The Commission's complaint alleged an ongoing scheme to violate the registration and antifraud provisions of the federal securities laws. The Commission alleged that the Respondents, along with other defendants, orchestrated a multi-faceted scheme involving a $20 million private placement offering of the securities of Discover Capital. The complaint alleged that through the offering the defendants raised more than $1 million from numerous investors by making aggressive sales calls and in-home sales visits during which the defendants made false statements regarding the securities and by distributing an inaccurate and misleading private placement memorandum. The complaint alleged that the Respondents and the other defendants conducted the scheme through Indianapolis Securities, a registered broker-dealer, and its parent, Discover Capital.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondents' Offers.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondents be, and hereby are barred from association with any broker or dealer.

Any reapplication for association by either Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondents, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.