In the

United States Court of Appeals

For the Seventh Circuit

Nos. 00-3748, 00-3795 & 00-3822

United States of America,

Plaintiff-Appellee,

v.

Robert Schuh, Lisa Nolen, and Curtis Lane,

Defendants-Appellants.

Appeals from the United States District Court

for the Western District of Wisconsin.

Nos. 00-CR-29-S-01, 00-CR-29-S-08 & 00-CR-29-S-04--

John C. Shabaz, Judge.

Argued June 5, 2001/*--Decided May 8, 2002

 Before Posner, Manion, and Rovner, Circuit

Judges.

 Rovner, Circuit Judge. Jocko’s Rocket

Ship, a tavern in Madison, Wisconsin,

secretly operated as a drug house for

over a decade. Its owner, Robert Schuh,

pleaded guilty to maintaining a drug

house, 21 U.S.C. sec. 856(a)(1), and

eight individuals who dealt drugs at

Jocko’s pleaded guilty to various other

drug offenses. We consolidated Schuh’s

case with appeals filed by two of the

dealers, Lisa Nolen and Curtis Lane.

Schuh challenges an upward adjustment for

being an organizer or leader, and counsel

for both Nolen and Lane move to withdraw

under Anders v. California, 386 U.S. 738

(1967), asking that we dismiss their

respective client’s appeal. For the

reasons that follow, we vacate Schuh’s

sentence and remand for resentencing

without an adjustment for being an

organizer or leader. We also grant both

motions to withdraw and dismiss the

appeals of Nolen and Lane.

I. Background

 Schuh knowingly allowed dealers to sell

drugs at Jocko’s, but did not supply

drugs to the dealers or regularly deal

himself. Occasionally he sold drugs on

behalf of the dealers, but more often he

steered customers to them. The dealers
controlled the terms of their own sales,

essentially acting as independent

contractors. Each dealer determined when,

how, and what they would sell at Jocko’s.

They did not share profits or pay Schuh

for the use of Jocko’s, but often gave

him "gratuities" of cocaine for allowing

them to sell there. Although Schuh

welcomed the cocaine "gratuities" to

support his own habit, he never demanded

them from the dealers. Sometimes the

dealers used the basement to weigh,

package, or sell cocaine, but to get

access to the basement they needed

permission from Schuh (or a bartender if

Schuh was unavailable). Schuh required

the dealers to be discreet when dealing,

i.e., they could not approach customers

at Jocko’s and had to transact their

business in the restrooms, but the

bartenders could pass drugs in matchbooks

across the bar. Also, Schuh required the

dealers to be cautious about newcomers

who might be law enforcement agents.

Schuh could "banish" a dealer from

Jocko’s for breaking these informal

rules.

 After an undercover investigation, Schuh

and eight dealers, including Nolen and

Lane, were charged with various drug

offenses. Schuh pleaded guilty to

maintaining a drug house, 21 U.S.C. sec.

856(a)(1), and received a 4-level upward

adjustment for being an organizer or

leader. The district court concluded that

Schuh deserved the adjustment because he

accepted cocaine from the dealers who

worked at Jocko’s, controlled access to

the basement, required the dealers to act

discreetly and to exercise caution when

selling to unknown bar patrons, directed

bar customers wanting drugs to the

dealers, occasionally sold drugs himself,

and banned two dealers when they broke

his rules. Furthermore, the court

reasoned that Schuh’s "failure to benefit

to a greater financial extent" did not

undermine the adjustment because his

willingness to accept an occasional

gratuity of cocaine in exchange for the

use of Jocko’s "could have been readily

changed for the asking." Schuh was

sentenced to 228 months’ incarceration,

three years’ supervised release, and a

$100 special assessment.

 Nolen, a bartender at Jocko’s for two

years, sold cocaine there until she was

fired in 1999 because of her pregnancy.
She pleaded guilty to conspiring to

manage a drug house, 21 U.S.C. sec.sec.

846, 856(a)(2), and was sentenced to 70

months’ incarceration, 3 years’

supervised release, and a $100 special

assessment. Lane, a regular dealer at

Jocko’s, pleaded guilty to conspiring to

distribute and possess with intent to

distribute cocaine, 21 U.S.C. sec.sec.

846, 841(a)(1). Lane later moved to

withdraw his plea, claiming that he was

pressured into pleading guilty. The

district court denied the motion, finding

that Lane’s reason for moving to withdraw

was "incredible" because he contradicted

statements made at his plea hearing. The

court sentenced him to 135 months’

imprisonment, three years’ supervised

release, and a $100 special assessment.

II. Discussion

A. Robert Schuh

 On appeal Schuh challenges the district

court’s 4-level upward adjustment for

being an organizer or leader. U.S.S.G.

sec. 3B1.1. We review for clear error the

district court’s factual finding that a

defendant was an organizer or leader,

United States v. Mijangos, 240 F.3d 601,

604 (7th Cir. 2001), and will reverse

"only if, after reviewing the entire

evidence, we are left with the definite

and firm conviction that a mistake has

been committed," United States v.

Carrera, 259 F.3d 818, 826 (7th Cir.

2001).

 Schuh argues that the district court

erred in concluding that his actions

merited an adjustment for being an

organizer or leader. Section 3B1.1(a)

calls for a 4-level upward adjustment

"[i]f the defendant was an organizer or

leader of a criminal activity that

involved five or more participants or was

otherwise extensive." U.S.S.G. sec.

3B1.1(a). To receive the adjustment a

defendant must "organize[ ] [or] lead[ ]

. . . one or more other participants"

rather than merely "exercis[e] management

responsibility over [ ] property."

U.S.S.G. sec. 3B1.1, comment. (n.2); see

also United States v. Lalley, 257 F.3d

751, 757-58 (8th Cir. 2001); United

States v. Fones, 51 F.3d 663, 668 (7th

Cir. 1995). Moreover, sec. 3B1.1

adjustments reflect a defendant’s

relative role in the offense, and "[a]
defendant who had no greater role than

any other participant cannot receive a

sec. 3B1.1 increase." United States v.

Mustread, 42 F.3d 1097, 1103 (7th Cir.

1994). To determine a defendant’s

relative role as an organizer or leader,

a sentencing judge must consider the

following factors: (1) exercise of

decision-making authority; (2) nature of

participation in the commission of the

offense; (3) recruitment of accomplices;

(4) claimed right to a larger share of

the fruits of the crime; (5) degree of

participation in planning or organizing

the offense; (6) nature and scope of the

illegal activity; and (7) degree of

control and authority exercised over

others. U.S.S.G. sec. 3B1.1, comment.

(n.4); United States v. Noble, 246 F.3d

946, 953 (7th Cir. 2001).

 In finding that Schuh was an organizer

or leader, the district court relied on

the following: (1) Schuh received cocaine

from the dealers in exchange for the use

of Jocko’s and could have demanded a

greater share of cocaine; (2) Schuh

controlled access to the basement where

the dealers weighed and packaged the

cocaine; (3) Schuh sometimes followed the

dealers to the basement, observed their

activities, and received his cocaine

there; (4) Schuh required the dealers to

be discreet when selling and to be aware

of new patrons who might be law

enforcement agents; (5) Schuh steered

customers to the dealers and occasionally

sold drugs on behalf of other dealers;

and (6) Schuh "banished" two dealers from

Jocko’s when they broke his rules. But

two of these findings are unsupported by

the record, and the remaining findings

are insufficient to merit the sec. 3B1.1

adjustment. First, the finding that Schuh

could have demanded a greater share of

cocaine was mere speculation in light of

the government’s assertion that all of

the cooperating dealers admitted that

they provided the cocaine only as a

gratuity and that Schuh never demanded or

even requested that they do so. Second,

it is undisputed that Schuh banished

Nolen because of her pregnancy, not

because she broke his rules, and the

government concedes that Schuh banished

another dealer, Rick Grafton, because he

"took a swing" at a bar patron for

reasons unrelated to drugs.

 The remaining findings are insufficient
to establish Schuh as an organizer or

leader. First, providing access to

Jocko’s, even to the basement, is

insufficient for a sec. 3B1.1 adjustment

because it establishes merely that Schuh

"exercised management responsibility over

[ ] property" rather than "organiz[ing]

[or] lead[ing] . . . one or more other

participants." See U.S.S.G. sec. 3B1.1,

comment. (n.2); Lalley, 257 F.3d at 757-

58; Fones, 51 F.3d at 668. Even though

Schuh sometimes followed the dealers to

the basement to observe them and receive

cocaine, there was no evidence that he

organized, led, or in any way controlled

the dealers in the basement, such as by

instructing them to package the cocaine

in specific amounts. And although Schuh

implemented rules to avoid detection by

authorities, he never actually banished

anyone for breaking the rules. Moreover,

the rules equally benefitted the dealers

because they had the same interest in not

getting caught. See Mustread, 42 F.3d at

1105 (convincing another to buy pager for

defendant did not establish control over

another because both benefitted from the

pager by enabling them to profit more

efficiently). Finally, acting as a

"middleman" by directing customers to

dealers is insufficient for a sec. 3B1.1

adjustment, United States v. Alred, 144

F.3d 1405, 1422 (11th Cir. 1998); United

States v. Magana, 118 F.3d 1173, 1203

(7th Cir. 1997), as is simply

distributing drugs in a buyer-seller

relationship, Noble, 246 F.3d at 954;

Alred, 144 F.3d at 1422.

 Even though the grounds given by the

district court do not support the sec.

3B1.1(a) adjustment, we may affirm a

sentence adjustment on any ground

supported by the record. Magana, 118 F.3d

at 1203. Our review of the seven role-inthe-offense factors, however, confirms

that the facts are inadequate to

establish Schuh as an organizer or

leader. See U.S.S.G. sec. 3B1.1, comment.

(n.4). First, although the scope of the

illegal activity was extensive, Schuh had

little decision-making authority and

played a minor role in planning or

organizing the offense. Schuh did not

supply the cocaine to the dealers or

control who sold it, when they sold it,

at what price they sold it, how they

acquired it, how much or to whom they

sold, what type they sold, or how many

dealers could sell at Jocko’s at any
given time. Moreover, the dealers were

free to sell drugs elsewhere. Schuh’s

participation in the dealing was limited.

He was not a regular dealer, although he

occasionally steered customers to the

dealers and sometimes sold cocaine for

the others. There is no evidence that

Schuh recruited accomplices, and,

although Schuh received cocaine from the

dealers, he never claimed a larger share

of the fruits of the crime in relation to

the dealers. Therefore, because Schuh

played no greater role in the offense

than any of the other participants, see

Mustread, 42 F.3d at 1103, we vacate

Schuh’s sentence and remand for

resentencing without an adjustment for

being an organizer or leader.

B. Lisa Nolen and Curtis Lane

 The attorneys for Nolen and Lane each

move to withdraw under Anders v.

California, 386 U.S. 738 (1967), arguing

that there are no non-frivolous grounds

for appeal. We invited Nolen and Lane to

respond to their attorney’s respective

motion, see Cir. R. 51(b), but only Lane

replied. Thus, we confine our review of

the record to the potential issues raised

in each attorney’s facially-adequate

brief and Lane’s Rule 51(b) response.

United States v. Tabb, 125 F.3d 583, 584

(7th Cir. 1997) (per curiam).

 1. Nolen

 Nolen’s counsel first considers whether

Nolen may argue that her guilty plea was

not knowing and voluntary, but concludes

that such an argument would be frivolous

because the district court complied with

Federal Rule of Criminal Procedure 11.

Nolen did not move to withdraw her guilty

plea, so we would review her Rule 11 plea

colloquy only for plain error. See United

States v. Vonn, 122 S. Ct. 1043, 1046

(2002). Although we note one Rule 11

omission--the court failed to inform her

of the effect of supervised release--it

would not constitute plain error because

Nolen’s 70-month prison term, when

combined with her 3-year term of

supervised release, is still within the

statutory maximum of 20 years’

imprisonment for her offense, 21 U.S.C.

sec. 856(b), and Nolen knew of that

maximum when she entered her plea. See

United States v. Elkins, 176 F.3d 1016,
1021-22 (7th Cir. 1999). In all other

respects, the district court complied

with Rule 11. First, after warning Nolen

that she was under oath and that any

false statement could be used against her

in a prosecution for perjury, the

district court questioned her regarding

the nature of the charge, the maximum

possible penalties, the rights she would

waive by pleading guilty, and the

applicability of the sentencing

guidelines, including the court’s

authority to depart from those

guidelines. Further, Nolen testified that

she was not forced to plead guilty and

that the government’s factual basis for

the plea was accurate. Therefore, we

agree with counsel that an argument based

on the validity of Nolen’s plea would be

frivolous.

 Counsel next considers whether Nolen

could challenge the district court’s

assignment of two criminal history points

under U.S.S.G. sec. 4A1.1(c) for her two

convictions of operating a vehicle while

intoxicated. Counsel is correct that such

an argument would be frivolous because

convictions for driving while intoxicated

are counted when calculating a

defendant’s criminal history points.

U.S.S.G. sec. 4A1.2, comment. (n.5);

United States v. LeBlanc, 45 F.3d 192,

195 (7th Cir. 1995). And because an

offense-level reduction under U.S.S.G.

sec. 2D1.1(b)(6) requires that the

defendant have less than two criminal

history points, we also agree with

counsel that it would be frivolous to

argue that the district court erred by

refusing such a reduction. See U.S.S.G.

sec.sec. 2D1.1(b)(6), 5C1.2.

 Finally, counsel considers whether Nolen

could challenge the district court’s

refusal to depart downward from the

sentencing guidelines based on an

overstatement of her criminal history and

her substantial assistance to

authorities. See U.S.S.G. sec.sec. 4A1.3,

5K1.1. Counsel is correct that such an

argument would be frivolous because we

lack jurisdiction to review a district

court’s discretionary refusal to depart

downward when the court understood that

it had the authority to depart. See

United States v. Atkinson, 259 F.3d 648,

652-53 (7th Cir. 2001). Because the

district court considered and rejected

Nolen’s departure arguments on their
merits, we would lack jurisdiction to

review the court’s decision. Thus, we

grant counsel’s motion to withdraw and

dismiss Nolen’s appeal.

 2. Lane

 Lane’s counsel first considers a

challenge to the district court’s

rejection of Lane’s motion to withdraw

his guilty plea. A district court may

allow a defendant to withdraw his guilty

plea any time before sentencing if the

defendant provides a "fair and just

reason." Fed. R. Crim. P. 32(e); United

States v. Shaker, 279 F.3d 494, 497 (7th

Cir. 2002). We would review the denial of

such a motion for an abuse of discretion.

United States v. Wallace, 276 F.3d 360,

366 (7th Cir. 2002). At a hearing Lane

testified that he was pressured into

pleading guilty, thus claiming that his

plea was not knowing and voluntary.

Because a careful plea colloquy under

Rule 11 ensures that the guilty plea is

knowing and voluntary, determining

whether the district court abused its

discretion "depends, in large part, on

what the defendant said during the Rule

11 colloquy." See United States v.

Ellison, 835 F.2d 687, 693 (7th Cir.

1987). Moreover, representations made at

a Rule 11 hearing are accorded a

"presumption of verity." United States v.

Pike, 211 F.3d 385, 389 (7th Cir. 2000).

 After being warned at his Rule 11

hearing that he was under oath and that

his statements could later be used

against him in a prosecution for perjury,

Lane testified that no one forced him to

plead guilty and that he was doing so of

his own free will because he was indeed

guilty. He also agreed with the

government’s detailed factual basis for

the plea. A "’district court is generally

justified in discrediting the proffered

reasons for the motion to withdraw and

holding the defendant to [his] admissions

at the Rule 11 hearing.’" United States

v. Messino, 55 F.3d 1241, 1248 (7th Cir.

1995) (quoting United States v. Groll,

992 F.2d 755, 758 (7th Cir. 1993)); see

also United States v. Stewart, 198 F.3d

984, 987 (7th Cir. 1999) ("[A] defendant

has no chance of success on appeal when

the judge elects to treat freely given

sworn statements [at a Rule 11 hearing]

as conclusive.").
 In addition to Lane’s statements, the

district court’s substantial compliance

with the remaining requirements of Rule

11 supports the voluntariness of Lane’s

guilty plea. The court questioned Lane

regarding the nature of the charges, the

possible penalties, the rights he would

waive by pleading guilty, and the

applicability of the sentencing

guidelines. And even though the court

failed to inform Lane of the effect of

supervised release and failed to inquire

whether Lane’s willingness to plead

guilty resulted from prior discussions

with the government, see Fed. R. Crim. P.

11(c)(1), (d), the omissions are

harmless. First, the court’s failure to

explain the effect of supervised release

is harmless because Lane’s total

sentence, 135 months’ imprisonment and

three years’ supervised release, falls

below the default statutory maximum of 20

years’ incarceration for cocaine

offenses, see 21 U.S.C. sec.

841(b)(1)(C), and Lane knew of the

maximum when he entered his plea, see

Elkins, 176 F.3d at 1021-22. Second, the

district court’s failure to inquire

whether Lane’s willingness to plead

guilty resulted from prior discussions

with the government is harmless because

Lane’s "statements to the court suggest

that he would have accepted his plea even

if he were given the exact 11(d)

warning." United States v. Cross, 57 F.3d

588, 592 (7th Cir. 1995). Lane admitted

that (1) he discussed the charge and the

plea agreement with his counsel; (2) he

was not forced to plead guilty; (3) he

received no promises other than those in

the plea agreement in an effort to induce

him to plead guilty; and (4) he was

pleading guilty of his own free will.

Thus, based on Lane’s statements at the

Rule 11 hearing, we agree with counsel

that Lane’s guilty plea was knowing and

voluntary and that it would be frivolous

to argue that the district court abused

its discretion by denying Lane’s motion

to withdraw it.

 Counsel lastly considers whether Lane

may contest the district court’s refusal

to reduce his offense level for

acceptance of responsibility. But when

Lane sought to withdraw his guilty plea,

he denied responsibility of his offense

and boldly asserted that he "should be

held responsible for nothing." We agree

with counsel that an argument based on
acceptance of responsibility would be

frivolous because Lane not only falsely

denied relevant conduct, see United

States v. Wallace, 280 F.3d 781, 785-86

(7th Cir. 2002), but completely denied

any responsibility.

 Lane’s Rule 51(b) response to counsel’s

Anders brief proposes several additional

issues for appeal. First, Lane asserts

that he could challenge his indictment

under Apprendi v. New Jersey, 530 U.S.

466, 490 (2000), because it did not

identify a specific drug quantity. That

argument, however, would be frivolous

because Lane’s 135-month prison sentence

is well within the 20-year, default

statutory-maximum for cocaine offenses.

See 21 U.S.C. sec. 841(b)(1)(C); United

States v. Kibler, 279 F.3d 511, 517 (7th

Cir. 2002). Lane also argues that he

could challenge the sufficiency of his

indictment because it merely recites 18

U.S.C. sec. 2, but "never mentions

anything about aiding and abetting." But

aiding and abetting is merely a theory of

liability, not a substantive offense, and

need not be charged in the indictment.

United States v. Ruiz, 932 F.2d 1174,

1180 (7th Cir. 1991). Next, Lane argues

that he could challenge the government’s

relevant conduct calculation, but that

argument would be frivolous because Lane

waived the issue for appeal by

withdrawing his objection to relevant

conduct at sentencing. See United States

v. Scanga, 225 F.3d 780, 783 (2000),

cert. denied, 531 U.S. 1097 (2001).

Lastly, Lane contends that he could

assert ineffective assistance of both his

trial and appellate counsel for "not

pointing out the[ ] shortcomings in the

Government’s case," but ineffectiveassistance claims are rarely appropriate

on direct appeal because the record is

typically insufficient for a complete

review. United States v. Hamzat, 217 F.3d

494, 501 (7th Cir. 2000). Accordingly, we

grant counsel’s motion to withdraw and

dismiss Lane’s appeal.

III. Conclusion

 For the foregoing reasons, we VACATE

Schuh’s sentence and REMAND for

resentencing without an adjustment for

being an organizer or leader. Also, we

GRANT both motions to withdraw and DISMISS

the appeals of Nolen and Lane.
FOOTNOTE

/* Case Nos. 00-3795 and 00-3822, United States of

America v. Lisa Nolen and United States of

America v. Curtis Lane respectively, were

submitted on the briefs without oral argument.

See Fed. R. App. P. 34; Cir. R. 34.