UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7924 / December 4, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 43662 / December 4, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-9949

I.

The Securities and Exchange Commission ("Commission"), on August 2, 1999, instituted public administrative proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act) and Sections 17A(c)(3)(A) and 17A(c)(4)(C) of the Securities Exchange Act of 1934 ("Exchange Act") against National Stock Transfer, Inc. and Roger Lee Greer (collectively "the Respondents").

II.

In response to these proceedings, the Respondents have submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. The Respondents admit the jurisdiction of the Commission over them and over the subject matter of the administrative proceedings instituted against them by the Commission. Solely for the purpose of these proceedings 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 the findings in paragraph III.A., which the Respondents admit, the Respondents consent to the entry of this Order of the Commission Making Findings and Imposing Remedial Sanctions ("Order"), making the findings and imposing the remedial sanctions set forth below.

III.
On the basis of this Order and the Offer, the Commission makes the following findings:¹

A. National Stock Transfer, Inc. ("NST") is a transfer agent registered with the Commission pursuant to Section 17A of the Exchange Act since March 1983 (File No. 84-1115), and is located in Salt Lake City, Utah. At all times relevant to this matter, Roger Lee Greer ("Greer") was an officer of NST and responsible for the company's daily operations.

B. PanWorld Minerals International, Inc. ("PanWorld") (File No. 33-27675) is a Nevada corporation with its principal place of business in Salt Lake City, Utah. Robert G. Weeks ("Weeks") lives in Salt Lake City, Utah and was, during 1994 and 1995, the president and a director of PanWorld. The Commission has alleged in SEC v. PanWorld Minerals International, Inc., Civ. No. CV0425B (D. UT, filed June 2, 1997), that PanWorld and Weeks violated Sections 5(a) and 5(c) of the Securities Act in offering for sale unregistered PanWorld securities, and also violated the antifraud provisions of that Act and the Exchange Act.

C. From about September 9, 1994 through about February 14, 1995, NST and Greer, solely in reliance upon the representation of PanWorld and Weeks that they had registered certain PanWorld securities with the Commission on Forms S-8, issued stock certificates, without any restrictive legends, for approximately 98,900,000 shares of PanWorld stock for which no registration statement on Form S-8 or otherwise was in effect or on file with the Commission.

D. By issuing the certificates referenced in paragraph III.C. above while knowing or having reason to know that PanWorld and Weeks had not registered the PanWorld securities as represented by PanWorld and Weeks, NST and Greer willfully aided and abetted and caused PanWorld's and Weeks' violations of Sections 5(a) and 5(c) of the Securities Act.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified by the Respondents in their Offer.

Accordingly, IT IS ORDERED that:

A. Pursuant to Section 8A of the Securities Act, Respondents NST and Greer are to immediately cease and desist from willfully aiding and abetting or causing any violation or any future violation of Sections 5(a) and (c) of the Securities Act.

B. Pursuant to Section 17A(c)(3)(A) of the Exchange Act, Respondent NST is Censured.

C. Pursuant to Section 17A(c)(4)(A) of the Exchange Act, Respondent Greer is Censured.

D. Pursuant to Section 21B of the Exchange Act, Respondents NST and Greer shall jointly pay, within 90 days of the entry of the Order, a civil money penalty in the amount of $5,000 to the United States Treasury. Such payment shall be (1) made by United States postal money order, certified check, bank cashier's check or bank money order; (2) made payable to the Securities and Exchange Commission; (3) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (4) submitted under cover letter that identifies NST and Greer as Respondents in these proceedings and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Randall J. Fons, Securities and Exchange Commission, 1801 California Street, Suite 4800, Denver, CO 80202.

By the Commission

Jonathan G. Katz

Secretary

Footnote

http://www.sec.gov/litigation/admin/33-7924.htm