Broker/Dealer Fraud, Mismanagement and Misrepresentation FINRA Arbitration and Litigation Attorney, Russell L. Forkey, Esq.

February, 2012:

ADMINISTRATIVE PROCEEDING

File No. 3-14710 In the Matter of: 1st Discount Brokerage and Michael R Fisher

Respondents.

ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTIONS 203(e) AND 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, IMPOSING REMEDIAL SANCTIONS AND A CENSURE ORDER AS TO 1st DISCOUNT BROKERAGE, INC., AND MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AS TO MICHAEL R. FISHER.

The Securities and Exchange Commission (“Commission”) deemd 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”) and Sections 203(e) and 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”), against 1st Discount Brokerage, Inc. (“Respondent 1DB” or “1DB”) and Michael R. Fisher (“Respondent Fisher” or “Fisher”) (1DB and Fisher being sometimes hereinafter referred to individually as a “Respondent” and collectively as the “Respondents”).

In anticipation of the institution of these proceedings, each Respondent has submitted an Offer 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 Respondents and the subject matter of these proceedings, which are admitted, each Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 203(f) of the Investment Advisers Act of 1940, Making Findings, Imposing Remedial Sanctions and a Censure Order as to 1st Discount Brokerage, Inc., and Making Findings and Imposing Remedial Sanctions as to Michael R. Fisher (the “Order”), as set forth in the attached order.