U.S. SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
RELEASE NO. 45222 / January 3, 2002
In the Matter of WSF Corporation, Administrative Proceeding File No. 3-10668
SEC SUSPENDS TRADING IN COMMON STOCK OF WSF CORPORATION AND INSTITUTES PROCEEDING TO DETERMINE IF REGISTRATION OF WSF COMMON STOCK SHOULD BE SUSPENDED OR REVOKED
WSF Has Not Filed Required Periodic Reports for Any Period Subsequent to the Quarter Ended September 30, 2000
The Securities and Exchange Commission today announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the "Exchange Act"), of trading in the common stock of WSF Corporation ("WSF") at 9:30 a.m. EST on January 3, 2002, and terminating at 11:59 p.m. EST on January 16, 2002. WSF is a Delaware corporation headquartered in Honolulu, Hawaii. The Commission ordered this trading suspension because questions have been raised about the adequacy and accuracy of publicly disseminated information in that WSF has not filed its annual report on Form 10-KSB for the year ended December 31, 2000, and has not filed its quarterly reports on Form 10-QSB for the periods ending March 31, 2001, June 30, 2001, and September 30, 2001. Moreover, as of early December 2001, WSF management informed the Commission staff that WSF still had not retained a public auditor for its financial statements for the fiscal year ended December 31, 2000. The Commission determined that the public interest and the protection of investors require a suspension of trading in WSF's common stock.
The Commission cautions brokers, dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company. Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff of the Securities and Exchange Commission in Washington, D.C. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to WSF common stock until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation, which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
Any broker, dealer, or other person that has any information which may relate to this matter should telephone James T. Coffman of the Washington, D.C. office of the Securities and Exchange Commission at (202) 942-4574 or Carleasa Coates, of that office, at (202) 942-4514.
The Commission today also announced the institution of an administrative proceeding against WSF pursuant to Section 12(j) of the Exchange Act. The purpose of the proceeding is to determine whether the registration of WSF's common stock should be suspended or revoked. The Division of Enforcement ("Division") alleges that WSF failed to comply with Section 13(a) of the Exchange Act, and Exchange Act Rules 13a-1 and 13a-13, by not filing its required periodic reports for any period subsequent to the quarter ended September 30, 2000.
A hearing will be scheduled to take evidence on the Division's allegations, to afford WSF the opportunity to establish defenses to these allegations, and to determine whether the registration of WSF's common stock should be suspended or revoked.