UNITED STATES SECURITIES AND EXCHANGE COMMISSION

         SECURITIES EXCHANGE ACT OF 1934
         Release No.  41283 \ April 14, 1999

         ACCOUNTING AND AUDITING ENFORCEMENT
         Release No.   1124 \ April 14, 1999

         ADMINISTRATIVE PROCEEDING
         File No.  3-9872

         PROCEEDINGS  INSTITUTED AGAINST KEVIN E. ORTON, CPA, AND ORTON &
         COMPANY

              The Securities and Exchange Commission today instituted public
         administrative proceedings charging that Kevin E. Orton, CPA
         ("Orton"), an accountant in Midvale, Utah, and Orton & Company
         ("ORCO"), his accounting firm, engaged in improper professional
         conduct in connection with their audit of the consolidated
         financial statements of PanWorld Minerals International, Inc.
         ("PanWorld") at and for the year ended December 31, 1994.  The
         Commission previously filed a civil action against PanWorld,
         headquartered in Salt Lake City, Utah, charging it and others with
         overstating its assets.

              The Division of Enforcement alleges that PanWorld’s 1994
         financial statements were not prepared in conformity with generally
         accepted accounting principles ("GAAP") because, among other
         things, PanWorld’s consolidated balance sheet reported mining
         assets at substantially inflated book values derived from arbitrary
         par values assigned to unregistered and unmarketable preferred
         stock issued by PanWorld in exchange for those assets.  Further,
         according to the Division, Orton and ORCO also recklessly
         disregarded applicable professional standards under generally
         accepted auditing standards ("GAAS") in their audit in that they
         failed to obtain sufficient, competent evidential matter, exercise
         due professional care and appropriate professional skepticism, and
         adequately plan the audit.

              A hearing will be scheduled to determine whether the
         allegations made by the Division and Chief Accountant against Orton
         and ORCO are true and, if so, to determine whether Orton and ORCO
         should be censured, or temporarily or permanently disqualified from
         or denied the privilege of appearing or practicing before the
         Commission.

              On June 2, 1997, the Commission filed a civil injunctive
         action against PanWorld, Robert Weeks, David Hesterman and several
         others charging violations of the antifraud, registration and
         periodic reporting provisions of the federal securities laws.  That
         proceeding has been stayed pending the outcome of a criminal
         investigation which so far has resulted in the indictments of Weeks
         and Hesterman for violations of the antifraud provisions of the
         federal securities laws, among other things.  In May 1998, the
         Commission instituted and simultaneously settled public
         administrative proceedings against PanWorld’s prior auditors,
         finding that Warren J. Christensen and Terrence J. Dunne engaged in
         improper professional conduct in connection with their audits of
         PanWorld’s financial statements for 1989-1992 and 1993,
         respectively.