SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933
SECURITIES EXCHANGE ACT OF 1934
PROCEEDINGS INSTITUTED AGAINST NATIONAL STOCK TRANSFER, INC., KRISTA CASTLETON NIELSEN, AND ROGER LEE GREER
The Commission today instituted administrative proceedings in which the Division of Enforcement alleges that National Stock Transfer, Inc. (NST), a registered transfer agent located in Salt Lake City, Utah, and two of its former or current officers caused and willfully aided and abetted violations of the securities registration provisions of the federal securities laws by PanWorld Minerals International, Inc. (PanWorld), a microcap company. The two officers are Roger Lee Greer (Greer), NST's current president, and Krista Castleton Nielsen (Nielsen), NST's former president, both of whom reside in the Salt Lake City area. The Commission previously charged PanWorld and its president Robert F. Weeks (Weeks) with violating the registration provisions in a civil injunctive action filed in 1997. SEC v. PanWorld Minerals International, Inc., Civ. No. 2:97CV425 (D. UT).
The Order Instituting Proceedings alleges that from September 1994 through February 1995, NST issued more than 100 million PanWorld shares without restrictive legends at the direction of Weeks even though none were registered with the Commission. Greer, according to the Order, caused and willfully aided and abetted PanWorld's registration violations by causing NST to issue certificates for 98.9 million shares based solely on Weeks' representations that the shares had been registered on Forms S-8 filed with the Commission. Greer knew, or had reason to know that the stock was not registered. Finally, the Order alleges that Nielsen caused and willfully aided and abetted additional registration violations by causing NST to issue a certificate for 4.3 million shares that Weeks represented were exempt from registration under Regulation S. Regulation S provides a safe harbor for unregistered stock sales to foreigners, but Nielsen knew or had reason to know that the recipient of the certificate was a resident of the United States, thus vitiating the safe harbor.
A hearing will be held to determine whether these allegations are true, and, if so, what remedial sanctions, if any, are appropriate and in the public interest, whether a cease-and-desist order should be issued, and whether monetary penalties are appropriate.