UNITED STATES OF AMERICA
In the Matter of
|ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that public administrative proceedings be instituted against Seth Miller ("Miller") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of the institution of these proceedings, Miller has submitted an Offer of Settlement ("Offer") 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 Commission's findings contained herein, except as to the Commission's jurisdiction over him and the subject matter herein and to the Commission's findings set forth in Paragraphs III. A. and III. B, which are admitted, Miller consents to the entry of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order").
Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 15(b) of the Exchange Act be and hereby are instituted.
On the basis of this Order and Miller's Offer, the Commission finds that:
A. On December 5, 2001, in the case of SEC v. Piromalli et al., (Civil Action No. C 00-622), the Honorable James L. Graham, United States District Judge for the Southern District of Ohio, Eastern Division at Columbus, entered an Order of Permanent Injunction against Miller, pursuant to his consent and without Miller admitting or denying the allegations in the Commission's Complaint, enjoining Miller from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder. On March 6, 2002, the Court also ordered Miller to pay $327,192 in disgorgement and prejudgment interest but waived payment and did not impose a civil penalty, based on Miller's sworn representations in his Statement of Financial Condition.
B. In its Complaint, the Commission alleged that from approximately 1996 through 1999, Miller processed notes for investors in the nine-month promissory notes of World Vision Entertainment, Inc. ("World Vision"). In his role as a note-processor, the Complaint alleges that Miller processed incoming checks from investors and with the note proceeds, he made payments of interest to investors and paid commissions to note salesmen and marketers. The Complaint also alleged that Miller acted as an unregistered broker-dealer in marketing the notes to the sales network; distributing sales materials to sales agents for use in soliciting investors; and answering marketer, sales agent and investor questions about World Vision and its nine-month note program. He also solicited investors to renew their notes while misrepresenting that the notes were guaranteed, that the notes would be used only to develop World Vision products and that there were no loads or fees of any kind associated with the notes. Miller received transaction-based compensation from World Vision for his services.
In light of the foregoing, the Commission finds it is in the public interest to impose the sanctions specified in the Offer submitted by Miller.
Accordingly, IT IS HEREBY ORDERED that Seth Miller be, and hereby is, barred from association with any broker or dealer.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
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