RE: Roger Greer->Zandria Corp · 10-K405 · For 12/31/99
On August 2, 1999, the Securities and Exchange Commission entered an
ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS
PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 17A(c)(3)(A)
AND 17A(c)(4)(C) OF THE SECURITIES EXCHANGE ACT OF 1934, In the matter of
NATIONAL STOCK TRANSFER, INC., KRISTA CASTLETON NIELSEN and ROGER LEE GREER,
Respondents, Administrative Proceeding File No. 3-9949. In this proceeding the
Commission's Division of Enforcement has alleged that Krista Nielson, president
and director of the Company, in June of 1995 while she was president of National
Stock Transfer, Inc., willfully aided and abetted Robert G. Weeks and PanWorld
Minerals International, Inc. in committing violations of Sections 5(a) and 5(c)
of the Securities Act of 1933 by causing National Stock Transfer, Inc.,
PanWorld's transfer agent, to issue free-trading shares of PanWorld to a United
States resident contrary to Regulation S, National Stock Transfer, Inc.'s
operating procedures, and advice of counsel. Ms. Nielson filed a written answer
denying the above allegations. A hearing has been set at Commission Offices in
Salt Lake City, Utah on May 24, 2000 to determine if the allegations of the
Division of Enforcement are true and if so whether Respondents should be ordered
to cease and desist from causing violations of the aforementioned sections of
the Securities Act, whether money penalties should be assessed, and what other
remedies may be appropriate.
In 1997 in the United States District Court for the Eastern District
of Pennsylvania, a former officer and director of the Company, David R. Yeaman,
was convicted of conspiracy, wire fraud and securities fraud and sentenced to 14
months imprisonment, fined $20,000.00 and subjected to supervised release for
three years following the prison term during which time he is required to not
commit another crime, not engage in the securities and insurance industries, and
various other standard conditions of supervised release. After serving ten
months of the prison term he was transferred on January 8, 1999 to a half way
house in Salt Lake City, Utah and he thereafter was released March 5, 1999. In
the interim the government successfully appealed his sentence and fine, and as a
result he is scheduled to be resentenced on April 10, 2000, at which time it is
expected that the government will urge the court to impose additional prison
time, a higher fine and restitution.
10
--------------------------------------------------------------------------------
10-K405 · 11th Page of 20 TOC · 1st · Previous · Next · Bottom · Just 11th
--------------------------------------------------------------------------------
The U.S. Securities and Exchange Commission, Securities Act of 1933
Release No. 7008 and Securities Exchange Act of 1934 Release No. 32669 announced
that on July 23, 1993, it ordered David R. Yeaman and Capital General
Corporation to permanently cease and desist from committing or causing further
violations of Section 5(a) and (c) and 17(a) of the Securities Act of 1933 and
Sections 10(b) and 13(g) of the Securities Exchange Act of 1934 and Rules 10b-5,
12b-20 and 13d-1(c) thereunder.
Krista Nielson was ordered to permanently cease and desist from
committing or causing further violations of Section 17(a) of the Securities Act
and Section 10(b) of the Exchange Act and Rules 10b-5 and 12b-20 thereunder. In
addition, the Commission ordered the revocation of the registration of the
common stock of Altara International, Inc., Arrow Management, Inc., Atlas
Equity, Inc., Dynamic Associates, Inc., Energy Systems, Inc., Four Star Ranch,
Inc., Panorama Industries, Inc., Partisan Corporation, Quiescent Corporation,
Saber, Inc., Upsilon, Inc., Vicuna, Inc., Why Not?, Inc., Xebec Galleon, Inc.,
Zebu, Inc., and Zeus Enterprises, Inc. pursuant to Section 12(j) of the Exchange
Act. The Commission found that each of the issuers had filed a registration
statement on Form 10 that contained materially false and misleading statements
in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
Each of the respondents had submitted an Offer of Settlement consenting
to the entry of the Order without admitting or denying the allegations in the
Order. Prior to the submission of the Offers of Settlement, Capital General, on
behalf of the above mentioned companies, except for Panorama Industries, Inc.,
filed a registration statement on Form S-1 during December of 1992 to register
the common stock of those companies under the Securities Act of 1933.
Concurrently with the signing of the Offers of Settlement, the Registration
Statement was declared effective on June 30, 1993. A Post Effective Amendment
was filed and declared effective September 2, 1993. Although the registration of
the common stock under Section 12(g) of the 1934 Act was revoked on July 23,
1993, the companies are now registered and reporting under the Securities Act of
1933 by virtue of the filing of Form S-1 as indicated by Commission File No.
33-55254.
google.com |
