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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
December 1, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11759


In the Matter of

Abacan Resources Corp.,
and Heroes, Inc.,

Respondents.


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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission (“Commission”) deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”).

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENTS

1. Abacan Resources Corp. (“ABACQ”) 1 (CIK 1001084) is an Alberta corporation with its last known headquarters in Houston, Texas with a class of securities registered with the Commission under Exchange Act Section 12(g). ABACQ is delinquent in its periodic filings, having last filed a periodic report for the period ending September 30, 1999, and has been stricken from the corporate registry by the Province of Alberta. ABACQ reported assets of $94,403,000, liabilities of $47,244,000, and a net loss of $3,912,000 for the nine months ended September 30, 1999. On March 2, 2000, ABACQ made an assignment for the general benefit of creditors under the Canadian Bankruptcy and Insolvency Act. At or about that time, a bankruptcy trustee was appointed and all of the officers and directors of ABACQ resigned. ABACQ is quoted on the Pink Sheets. For the six months ended August 24, 2004, ABACQ had an average daily trading volume of 94,489 shares.

2. Heroes, Inc. (“HERS”) (CIK 748210) is a Nevada corporation headquartered in McLean, Virginia with a class of securities registered with the Commission under Exchange Act Section 12(g). HERS is delinquent in its periodic filings, having last filed a periodic report for the period ending September 30, 2002, and it has a revoked status with the Nevada Secretary of State. HERS reported assets of $141, liabilities of $14,032,926, and a net loss of $781,647 for the nine months ended September 30, 2002. On December 4, 2001, HERS filed for bankruptcy under Chapter 11 in the United States Bankruptcy Court for the Eastern District of Virginia. HERS is quoted on the Pink Sheets. The bankruptcy proceeding was subsequently converted to a Chapter 7 proceeding, and was terminated on May 27, 2003. For the six months ended August 24, 2004, HERS had an average daily trading volume of 637,573 shares.

B. DELINQUENT PERIODIC FILINGS

3. This case concerns two companies with classes of securities registered with the Commission that are delinquent in its periodic reports with the Commission (see Chart of Delinquent Filings, attached hereto as Appendix 1). These companies have the following things in common. First, they have been delinquent in their periodic filing obligations with the Commission since at least March 31, 2003. Second, they are both quoted on the Pink Sheets. Third, they represent some of the highest volume delinquent issuers quoted on the Pink Sheets. Each of these companies had an average daily trading volume of over 100,000 shares during the six months ending April 7, 2004.

4. Exchange Act Section 13(a) and the rules promulgated thereunder require issuers with classes of securities registered pursuant to Exchange Act Section 12 to file with the Commission current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g). Specifically, Rule 13a-1 requires issuers to file annual reports (Forms 10-K or 10-KSB), and Rule 13a-13 requires issuers to file quarterly reports (Forms 10-Q or 10-QSB).

5. As a result of the foregoing, both of the Respondents failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.

III.

In view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate in the public interest to institute public administrative proceedings to determine:

A. Whether the allegations in Section II are true and, in connection therewith, to afford the Respondents an opportunity to establish any defenses to such allegations; and,

B. Whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registration of each class of securities of the Respondents identified in Section II registered pursuant to Section 12 of the Exchange Act.

IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on the questions set forth in Section III hereof shall be convened at a time and place to be fixed, and before an Administrative Law Judge to be designated by further order as provided by Rule 110 of the Commission’s Rules of Practice [17 C.F.R. 201.110].

IT IS FURTHER HEREBY ORDERED that Respondents shall file Answers to the allegations contained in this Order within ten (10) days after service of this Order, as provided by Rule 220 of the Commission’s Rules of Practice [17 C.F.R. 201.220].

If Respondents fail to file the directed Answers, or fail to appear at a hearing after being duly notified, the Respondents may be deemed in default and the proceedings may be determined against them upon consideration of this Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), and 310 of the Commission’s Rules of Practice [17 C.F.R. 201.155(a), 201.220(f), 201.221(f), and 201.310].

This Order shall be served forthwith upon the Respondents personally or by certified mail.

IT IS FURTHER HEREBY ORDERED that the Administrative Law Judge shall issue an initial decision not later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice [17 C.F.R. 201.360(a)(2)].

In the absence of an appropriate waiver, no officer or employee of the Commission engaged in the performance of investigative or prosecuting functions in this or any factually related proceeding will be permitted to participate or advise in the decision of this matter, except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying the effective date of any final Commission action.

By the Commission.

Jonathan G. Katz
Secretary

1 The short form of each issuer’s name is also its stock symbol.

 

http://www.sec.gov/litigation/admin/34-50771-o-1.htm


Modified: 12/01/2004