UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7660 / March 30, 1999 SECURITIES EXCHANGE ACT OF 1934 Release No. 41227 / March 30, 1999 ADMINISTRATIVE PROCEEDING File No. 3 - 9155 - - - - - - - - - - - - - - - - - - - In the Matter of : ORDER MAKING : FINDINGS, : IMPOSING REMEDIAL : SANCTIONS Theodore Heitzman, : AND IMPOSING A : CEASE-AND- : DESIST ORDER : Respondent. : - - - - - - - - - - - - - - - - - - - I. In connection with a public administrative proceeding instituted against him pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Theodore Heitzman ("Heitzman") has submitted an Offer of Settlement ("Offer") to the Securities and Exchange Commission ("Commission"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to jurisdiction which is admitted, Heitzman consents to the entry of the findings and remedial sanctions set forth below. II. On the basis of this Order and the Offer submitted by Heitzman, the Commission makes the following findings[1]: A. Theodore Heitzman ("Heitzman"), at the time of the conduct in question was 50 years old, and a resident of California. Although Heitzman was previously a registered representative, at the time of the conduct in question he was not, and currently is not, associated with a registered broker-dealer. B. World Wide Stone Corp. is located in Temple, Arizona. The company's securities are registered with the Commission pursuant to Section 12(g) of the Exchange Act and are listed on the National Quotation Board Pink Sheets under the symbol WWST. C. During the period from at least in or about the beginning of September 1996 through the end of September 1996, Heitzman offered to pay, and did pay, undisclosed compensation to person(s) whom he believed to be registered representative(s) or registered principal(s), to induce such registered representatives, registered principals or persons to purchase WWST stock for the accounts of customers. For example, between on or about September 17 and 20, 1996, Heitzman transferred a total of $4,375 to a broker-dealer which was undisclosed compensation for a previous purchase of 20,000 shares of WWST stock at approximately $0.875 per share by the broker-dealer. Accordingly, Heitzman willfully violated, and committed and caused violations of, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. III. Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions and issue the cease-and-desist order as specified in the Offer of Settlement. Accordingly, IT IS HEREBY ORDERED that: 1. Respondent Theodore Heitzman, effective immediately, cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 2. Respondent Theodore Heitzman, effective immediately, is barred from participation in penny stock offerings; and **FOOTNOTES** [1]: Any findings contained herein are made pursuant to Respondent Heitzman’s Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. 3. Respondent Heitzman, prior to the close of business on the thirtieth business day after the date of this Order, pay disgorgement in the amount of $3,677, plus interest from September 1996 to the date of the Order,[2] to the United States Treasury. Such payment shall be: (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the U.S. Securities and Exchange Commission; (c) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Mail Stop 0-3, 450 Fifth Street, N.W., Washington, D.C. 20549; and (d) submitted under cover letter which identifies Theodore Heitzman as the Respondent in this proceeding, the file number of this proceeding, 3-9155, and a copy of which cover letter and money order or check shall be sent to Thomas A. Capezza, Senior Attorney, Northeast Regional Office, Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New York, New York 10048. For the Commission, by its Secretary, pursuant to delegated authority. Jonathan G. Katz Secretary **FOOTNOTES** [2]: The amount of prejudgment interest is to be calculated using the Internal Revenue Service late payment rate.