                 NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                            File Name: 06a0895n.06
                            Filed: December 14, 2006

                                             No. 06-3019

                           UNITED STATES COURT OF APPEALS
                                FOR THE SIXTH CIRCUIT

    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION,

          Plaintiff-Appellee,

    v.

    BRADLEY T. SMITH,
    CONTINENTAL MIDWEST                                  ON APPEAL FROM THE UNITED
    FINANCIAL, INC., SCIOTO                              STATES DISTRICT COURT FOR THE
    NATIONAL, INC.,                                      SOUTHERN DISTRICT OF OHIO
    BANCSHAREHOLDERS OF
    AMERICA, INC., and BANCSHARE
    INVESTORS BROKERAGE, INC.,

          Defendants-Appellants.


    _________________________________


Before: DAUGHTREY and MCKEAGUE, Circuit Judges; and REEVES, District Judge.*

         PER CURIAM. The United States Securities and Exchange Commission (“SEC”)

brought this action against the Defendants-Appellants, Bradley T. Smith (“Smith”), Continental

Midwest Financial, Inc. (“Continental”), and Scioto National, Inc. (“Scioto”), and the relief



*
         The Honorable Danny C. Reeves, United States District Judge for the Eastern District of Kentucky,
sitting by designation.

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Defendants-Appellants, Bancshareholders of America, Inc., and Bancshare Investors Brokerage,

Inc., for alleged violations of the Securities Act of 1933 and the Securities Exchange Act of 1934

in connection with two private offerings of Continental and Scioto’s common stock. The district

court granted the SEC’s motion for summary judgment against the Defendants, finding that

Smith, Scioto and Continental acted with the requisite scienter in making misrepresentations of

material facts in violation of Section 17(a)(1), (2), and (3) of the Securities Act, Section 10(b)

of the Securities Exchange Act, and Rule 10b-5 thereunder. The district court also granted

summary judgment against Smith under Section 20(a) of the Securities Exchange Act, finding

that he was liable as a control person for Continental and Scioto’s violations of the Securities

Exchange Act.

       After a careful review of the record, the parties’ briefs, counsels’ arguments, and the

applicable law, we conclude that the district court correctly determined that the SEC was entitled

to summary judgment on its claims. Because the district court’s opinion accurately sets out the

law governing these issues and clearly states the reasons for its conclusions, issuance of a more

lengthy opinion in this case would not serve a useful purpose. Accordingly, for the reasons

stated in the district court’s opinion, we AFFIRM the judgment of the district court.




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