UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC ADMINISTRATIVE PROCEEDING RELEASE NO. 34-47908, MAY 22, 2003: THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION" OR "SEC") DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST JEROME E. ROSEN ("ROSEN" OR "RESPONDENT").

Order

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IT IS ORDERED: [A] PURSUANT TO SECTION 15(B)(6) OF THE EXCHANGE ACT, THAT RESPONDENT ROSEN BE, AND HEREBY IS, BARRED FROM ASSOCIATION WITH ANY BROKER OR DEALER; AND [B] PURSUANT TO SECTION 15(B)(6) OF THE EXCHANGE ACT, THAT RESPONDENT ROSEN 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.

NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

FAILURE TO RESPOND TO REQUEST FOR DOCUMENTS BY THE NASD UNDER NASD RULE 8210 AND TO TAKE CORRECTIVE ACTION WITHIN 20 DAYS AFTER SERVICE OF PRE-SUSPENSION NOTICE DATED JULY 9, 2002.

Other

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THE SEC ON MARCH 31, 2003 ORDERED THAT ROSEN'S APPLICATION FOR REVIEW BE DISMISSED BECAUSE HE FAILED TO FILE A TIMELY BRIEF IN SUPPORT OF HIS APPLICATION, THEREFORE, HE IS BARRED FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY EFFECTIVE 01/13/2003, PURSUANT TO NASD RULE 9544 AND IN ACCORDANCE WITH THE NOTICE OF SUSPENSION FROM ASSOCIATION WITH ANY NASD MEMBER PURSUANT TO NASD RULE 9541(B).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC")

SEC LITIGATION RELEASE NO. 16881, DATED 01/31/2001: THE SEC FILED A COMPLAINT IN THE COURT AGAINST JEROME "JERRY" ROSEN ("ROSEN" OR "DEFENDANT") TO RECOVER ILL-GOTTEN GAINS ARISING FROM THE MANIPULATION OF A COMPANY ("COMPANY") STOCK. THE SEC ALLEGES THAT ROSEN, A WELL-KNOWN PENNY STOCK TRADER WORKING WITH A BROKER-DEALER FIRM ("FIRM"), ACCEPTED A BRIBE IN THE FORM OF STOCK FROM THE PRESIDENT OF A COMPANY, TO MANIPULATE THE PRICE OF STOCK. ACCORDING TO THE COMPLAINT, ROSEN CONSPIRED WITH (I) THE PRESIDENT OF THE COMPANY, (II) A PROMOTER PREVIOUSLY CHARGED IN THIS SCHEME, AND (III) ONE ANOTHER INDIVIDUAL ("INDIVIDUAL") AND A CONSULTING GROUP ("GROUP") TO OBTAIN AN EXCLUSIVE SUPPLY OF COMPANY STOCK, AT FAVORABLE PRICES, TO SUPPORT HIS FRAUDULENT AND MANIPULATIVE TRADING ACTIVITY. ROSEN, THE TRADER AT FIRM EXCLUSIVELY RESPONSIBLE FOR THE FIRM'S MARKET MAKING ACTIVITY IN COMPANY, SOLD STOCK SHORT TO OTHER MARKET MAKERS, ONLY TO COVER HIS SALES AT NO RISK WITH STOCK FIRST SUPPLIED BY PROMOTER, THEN BY PRESIDENT OF THE COMPANY, AND FINALLY BY INDIVIDUAL AND GROUP, A COMPANY CONTROLLED BY INDIVIDUAL AND OTHERS. THE COMPLAINT ALLEGES THAT ROSEN EARNED $112,468 IN COMPENSATION FROM HIS FRAUDULENT COMPANY MARKET-MAKING ACTIVITIES AT FIRM, AND THAT ROSEN ALSO RECEIVED ILL-GOTTEN GAINS OF $503,496 FROM THE UNREGISTERED RESALE OF THE COMPANY STOCK HE RECEIVED AS BRIBES FROM PRESIDENT OF THE COMPANY. AS A RESULT OF HIS FRAUDULENT TRADING, DURING THE PERIOD DECEMBER 1, 1995 THROUGH SEPTEMBER 30, 1996, ROSEN EARNED $112,468 IN COMPENSATION AS HIS SHARE OF TRADING PROFITS FROM HIS COMPANY MARKET-MAKING ACTIVITIES AT FIRM. THE SEC CHARGES ROSEN, WITH VIOLATIONS OF THE ANTIFRAUD PROVISIONS, SECTION 17(A) OF THE SECURITIES ACT OF 1933 SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 10B-5 THEREUNDER, AND THE REGISTRATION PROVISIONS, SECTIONS 5(A) AND 5(C) OF THE SECURITIES ACT OF 1933.

Judgment Rendered

Monetary/Fine

$100,000.00

Disgorgement/Restitution

Cease and Desist/Injunction

ACCOUNTING

SEC ANNOUNCED ON APRIL 29, 2002: IT IS ORDERED THAT: (1) THE DEFENDANT AND HIS AGENT, SERVENTS, EMPLOYEES, ATTORNEY-IN-FACT, NOMINEES AND THOSE PERSONS IN ACTIVE PARTICIPATION WITH THEM, AND EACH OF THEM, WHO RECEIVE ACTUAL NOTICE OF THIS FINAL JUDGMENT, BE AND HEREBY ARE PERMANENTLY RESTRAINED AND ENJOINED FROM VIOLATING SECTS. 17(A), 5(A) AND 5(C) OF THE SECURITIES ACT OF 1933, SECT. 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULE 10B-5 THEREUNDER; (2) IT IS ALSO ORDERED THAT DEFENDANT IS PERMANENTLY RESTRAINED AND ENJOINED FROM DIRECTLY OR INDIRECTLY, INCLUDING THROUGH THE USE OF NOMINEES, BUYING OR SELLING SECURITIES REGISTERED WITH THE SEC PURSUANT TO SECT. 12 OF THE EXCHANGE ACT OR SECURITIES MEETING THE DEFINITION OF "PENNY STOCK" SET FORTH IN EXCHAGE ACT RULE 3A51; (3) HE IS ALSO ENJOINED FOR A PERIOD OF THREE YEARS FROM THE DATE OF THIS FINAL JUDGMENT FROM DESTROYING, MUTILATING, CONCEALING, ALTERING, OR DISPOSING OF ANY ITEMS, INCLUDING, BUT NOT LIMITED TO, ANY BOOKS, RECORDS, DOCUMENTS, CONTRACTS, AGREEMENTS, ASSIGNMENTS, OBLIGATIONS, TAPE RECORDINGS, COMPUTER MEDIA OR OTHER PROPERTY; (4) THE DEFENDANT SHALL PREPARE AND PRESENT TO THIS COURT AND TO THE SEC A SWORN ACCOUNTING OF ALL OF HIS ASSETS AND LIABILITIES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: ALL SECURITIES, FUNDS, REAL ESTATE, OTHER ASSETS, ACCOUNT WITH ANY BANK, FINANCIAL INSTITUTION, OR BROKERAGE FIRM IN THE NAME OF DEFENDANT OR IN WHICH HE HAS ANY DIRECT OR INDIRECT BENEFICIAL INTEREST, FROM JANUARY 1, 1995 TO PRESENT. THIS ACCOUNTING SHALL BE SERVED ON THE SEC WITHIN 20 DAYS FROM THE DATE OF ENTRY OF THIS JUDGMENT; (5) THE DEFENDANT SHALL DISGORGE $615,966.50, PLUS PREJUDGEMENT INTEREST OF $376, 925.50 (A TOTAL "PRIMARY" DISGORGEMENT OBLIGATION OF $992,891.51); AND (6) ORDERED TO PAY A CIVIL PENALTY OF $100,000. THE DEFENDANT SHALL DELIVER HIS PRIMARY DISGORGEMENT PAYMENT AND CIVIL PENALTY WITHIN 30 DAYS OF THE ENTRY OF THIS FINAL JUDGMENT. [011011 12102]

SEC IS ACCUSING THAT JEROME ROSEN WAS PAID SEXY STOCK TO MANIPULATE A STOCK.

ROSEN WAS CHARGED WITH CONSPIRING WITH SYSTEMS OF EXCELLENCE'S FORMER CHAIRMAN AND THREE STOCK PROMOTERS TO MANIPULATE THE PRICE OF THE COMPANY'S STOCK, WHICH TRADED UNDER THE TICKER SEXI. COUNT 1: ROSEN VIOLATED SECTION 5(A) AND 5(C) OF THE SECURITIES ACT. THE PRODUCT TYPE WAS OTC EQUITY

MISDEMEANOR

ROSEN WAS CONVICTED BY TRIAL JURY, AND PERMANENTLY RESTRAINED AND ENJOINED FROM VIOLATING SECTIONS 5(A) AND 5(C) OF THE SECURITIES ACT OF 1934; PERMANENTLY RESTRAINED AND ENJOINED FROM BUYING OR SELLING SECURITIES REGISTERED WITH THE SEC OR SECURITIES MEETING THE DEFINITION OF "PENNY STOCK" PURSUANT TO SECTION 12 ON THE EXCHANGE ACT. ROSEN WAS ALSO ORDERED TO DISGORGE $615,955.50, REPRESENTING GAINS THAT ARISE FROM HIS CONDUCT, PLUS DISGORGEMENT INTEREST OF 376,925.50, AND A CIVIL PENALTY OF $100,000.00

NATIONAL ASSOCIATION OF SECURITIES DEALERS

VIOLATIONS OF NASD RULES 2110 AND 3010 IN THAT RESPONDENT ROSEN ENGAGED IN ANTI-COMPETITIVE HARASSMENT OF ANOTHER MARKET MAKER BY MAKING A SERIES OF TELEPHONE CALLS TO THE BROKER OF A COMPETING MARKET-MAKER IN WHICH HE ATTEMPTED TO HARASS THE BROKER FOR ENGAGING IN COMPETITIVE TRADING AND ENTERING COMPETITIVE QUOTATIONS AND OTHERWISE ATTEMPTED TO IMPROPERLY INFLUENCE AND/OR INTERFERE WITH THE BROKER'S COMPETITIVE ACTIVITIES AND MADE CERTAIN THREATENING STATEMENTS TO THE BROKER; REFUSED TO DEAL WITH A BROKER AT A COMPETING MARKET MAKER AND REFUSED TO EXECUTE THE TRADE, AND ENGAGED IN INAPPROPRIATE CONVERSATION WITH THE BROKER; REFUSED TO DEAL WITH AN INDIVIDUAL AT A MEMBER FIRM AND REFUSED TO FILL THREE SPECIFIC ORDERS THE INDIVIDUAL PLACED WITH ROSEN, AT HIS QUOTED BID OR OFFER IN A NASDAQ SMALL CAP SECURITY ("BACKING AWAY").

Decision

Monetary/Fine

$32,000.00

Suspension

COSTS

DECISION RENDERED NOVEMBER 30, 1998 WHEREIN RESPONDENT ROSEN IS CENSURED, FINED $62,000, SUSPENDED FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY FOR SIX MONTHS, AND ASSESSED $1,700.50 IN COSTS. THE SECOND CAUSE OF COMPLAINT WAS DISMISSED DUE TO INSUFFICIENT EVIDENCE AND THE THIRD CAUSE OF COMPLAINT WAS DISMISSED IN THAT THE COMMITTEE FOUND THAT THE EVIDENCE DOES NOT SUSTAIN THE CHARGE THAT ROSEN REFUSED TO DEAL WITH THE INDIVIDUAL, BUT DOES ESTABLISH AT LEAST ONE BACKING AWAY VIOLATION BY ROSEN. *** DECEMBER 23, 1998 - APPEALED TO THE NAC. *** SEE ITEM 13

NOT PROVIDED

NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

VIOLATION OF ARTICLE III, SECTIONS 1, 4 AND 18 OF THE ASSOCIATION'S RULES OF FAIR PRACTICE AND SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 (34 ACT) AND RULES 10B-5 AND 10B-6

Consent

Monetary/Fine

$5,000.00

Censure

$5,000.00 PAID ON 4/7/92 INVOICE #92-MS-225

I NEVER REQUESTED TO BE REGISTERED WITH GUARDIAN EQUITIES. BONNIE KANTROWITZ PRESIDENT OF VANDERBILT AND PROBABLY GUARDIAN EQUITIES WANTED TO SEPARATE THE 2 UNITS. THIS NEVER WORKED OUT AND I NEVER BECAME REGISTERED WITH GUARDIAN.

MICHIGAN

Decision

Revocation/Expulsion/Denial

Not Provided

NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

VIOLATIONS OF ARTICLE III, SECTIONS 1, 18 AND 27 OF THE RULES OF FAIR PRACTICE, IN THAT ROSEN EXECUTED A SCHEME DESIGNED TO ENRICH HIMSELF AT THE EXPENSE OF MEMBERS OF THE PUBLIC BY INSERTING HIS RESPONDENT MEMBER'S NAME IN THE "PINK SHEETS" TO REFLECT AN INTEREST IN THREE REDEEMABLE MUTUAL FUNDS, AND THEREAFTER EFFECTED PURCHASE TRANSACTIONS FOR HIS OWN ACCOUNTS AT PRICES SUBSTANTIALLY BELOW THE REDEMPTION PRICE OF SUCH SHARES.

Decision & Order of Offer of Settlement

Monetary/Fine

$30,000.00

Censure

Suspension

N/A

DECISION RENDERED 10/14/85, WHEREIN THE OFFER OF SETTLEMENT SUBMITTED BY THE RESPONDENT WAS ACCEPTED; THEREFORE, RESPONDENT ROSEN IS CENSURED, FINED $30,000.00 AND SUSPENDED FROM ASSOCIATION WITH ANY MEMBER OF THE ASSOCIATION IN ANY CAPACITY FOR THIRTY (30) CALENDAR DAYS.

SEE ATTACHMENT SHEET

SECURITIES AND EXCHANGE COMMISSION

Consent

Cease and Desist/Injunction

VIOLATED PROVISION OF 1933 SEC. ACT. DISTRIBUTION OF UNREGISTER STOCK IN 1976 AND 1977 WHILE ASSOCIATED WITH WEST AMERICA AUTOMOTIVE CORP.

SECURITIES AND EXCHANGE COMMISSION

Consent

Suspension

SEE REAR