Roger M. Taft

SECURITIES EXCHANGE ACT OF 1934
Release No. 44685 / August 13, 2001

ADMINISTRATIVE PROCEEDING
FILE NO. 3-10557

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a proceeding be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Roger M. Taft ("Taft").

In anticipation of the institution of these proceedings, Taft has submitted to the Commission an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings, except the jurisdiction of the Commission over him and over the matters set forth herein, and the facts contained in paragraphs III(B) and (C) below, which are admitted, Taft consents to the entry of this Order Instituting a Public Proceeding, Making Findings and Imposing Penny Stock Bar ("Order").

II.

Accordingly, IT IS ORDERED that a proceeding pursuant to Section 15(b)(6) of the Exchange Act is hereby instituted against Roger M. Taft.

III.

On the basis of this Order and the Offer of Settlement submitted by Taft, the Commission finds that:

A. Taft participated in an offering of the penny stock of Music Tones Limited ("Music Tones");

B. On July 12, 2001, in Securities and Exchange Commission v. Richard H. Steinberg, et al., (Civil Action 99-B-1488) (D. Colo.), the United States District Court for the District of Colorado entered a final judgment permanently enjoining Taft from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and

C. The Commission alleged in Securities and Exchange Commission v. Richard H. Steinberg, et al., that from at least January 1997 to March 1997, Taft engaged in a scheme to manipulate the market for Music Tones stock by employing various deceptive trading practices such as matched orders. The Commission further alleged that: Music Tones was a public corporation that registered its stock under Section 12(g) of the Exchange Act; Music Tones shares traded on the OTC Bulletin Board at prices between 3.125 cents per share and $3.50 per share; and the manipulative trading began the day after Music Tones announced a proposed merger between Simplex Medical Systems, Inc. and Music Tones.

IV.

In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer of Settlement, and accordingly,

IT IS ORDERED, pursuant to Section 15(b)(6) of the Exchange Act, that Taft be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock.

After four years from the date of this Order, Taft may request consent to participate in offerings of penny stock by submitting an application to the Commission, through the Office of the Secretary. Such an application shall address the following factors:

1. Taft's compliance with the Order;

2. Taft's employment since the date of the Order;

3. the proposed nature of Taft's participation in the offering of penny stocks; and

4. the identity of any broker, dealer, or issuer with whom Taft will be engaged in activities for purposes of the issuance or trading of any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.

By the Commission.

Jonathan G. Katz
Secretary