UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7551 / June 26, 1998 SECURITIES EXCHANGE ACT OF 1934 Release No. 40134 / June 26, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9636 ______________________________ : In the Matter of : ORDER INSTITUTING CEASE-AND- : DESIST PROCEEDING PURSUANT : TO SECTION 8A OF THE JAMES RAY ROSS : SECURITIES ACT OF 1933 AND : SECTION 21C OF THE SECURITIES : EXCHANGE ACT OF 1934, MAKING : FINDINGS AND IMPOSING A REMEDIAL Respondent : SANCTION AND A CEASE-AND-DESIST : ORDER. ______________________________: I. The Securities and Exchange Commission (the "Commission") deems it appropriate to institute a cease-and-desist proceeding pursuant to Section 8A of the Securities Act of 1993 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against James Ray Ross ("Ross"). II. In anticipation of the institution of this proceeding, Ross submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, without admitting or denying the findings, except the jurisdiction of the Commission over him and the matters set forth in this Order, which he admits, Ross consents to the institution of a cease-and- desist proceeding and to the entry of the findings set forth below. Accordingly, IT IS ORDERED that a cease-and-desist proceeding pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act be, and hereby is, instituted. ======END OF PAGE 1====== III. On the basis of this Order and the Offer submitted by Ross, the Commission finds that : Ross, age 51 and a resident of Sand Springs, Oklahoma, is vice-president of United Resources, Inc. ( URI ) and a certified public accountant. Ross is not, and has never been, registered with the Commission, or any state, as a broker or dealer; Ross served as an accounting employee of BeneFund, Inc. ( BeneFund ) from approximately 1989 to 1994. In addition to performing accounting services for BeneFund, Ross participated in a BeneFund fundraising scheme by distributing BeneFund stock to the public through URI; To effect the fundraising scheme through Ross, BeneFund issued 1.2 million shares of BeneFund stock to URI between September 1992 and July 1994. This stock was registered with the Commission on Form S-8; Ross sold several hundred thousand of these shares into the open market through URI's brokerage accounts. Ross also transferred some of the stock to a group of purported consultants and salesmen, who sold the stock to the public and remitted the sales proceeds to URI. No registration statement was filed or in effect with respect to Ross and URI s public distribution of BeneFund shares; Upon receipt of the proceeds from the stock sales described in paragraph D above, Ross deducted a four or five cent per share commission and remitted the remainder of the funds to BeneFund. Ross received at least $37,474 in commissions for his participation in the fundraising scheme; and F. Based on the above conduct, Ross violated Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. VI. In view of the foregoing, the Commission deems it appropriate to impose the sanctions set forth in the Offer submitted by Ross. ======END OF PAGE 2====== Accordingly, IT IS HEREBY ORDERED pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act that James Ray Ross cease and desist from committing or causing any violations, or any future violations, of Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. IT IS FURTHER ORDERED that within twenty (20) days of the date of the Order, Ross shall pay disgorgement of $37,474.09 and interest of $18,383.41, for a total of $55,857.50, to the United States Treasury. Such payment shall be (A) made by United States postal money order, certified check, bank cashier's check, or bank money order; (B) made payable to the United States Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover letter that identifies James Ray Ross as a Respondent in this proceeding, and includes the file number of this proceeding. A copy of the cover letter and money order or check shall be sent to Hugh M. Wright, Assistant Director of Enforcement, Securities and Exchange Commission, 801 Cherry Street, Suite 1900, Fort Worth, Texas, 76102. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Instituting Proceeding Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Remedial Sanction and a Cease-and-Desist Order on each person named in the Order and their legal agent. The attached Order Instituting Proceeding Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Remedial Sanction and a Cease-and-Desist Order has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Jon Batterman Chief Administrative Law Judge Securities and Exchange Securities and Exchange Commission Commission Division of Enforcement 450 Fifth St., N.W. 450 Fifth Street, N.W. STOP: 11-6 Stop: 8-9 Washington, D.C. 20549 Washington, DC 20549 Harold F. Degenhardt James Ross District Administrator 903 North McKinley Securities and Exchange Sand Springs, OK 74063 Commission 801 Cherry St. 19th Floor G. David Gordon, Esq. Fort Worth, TX 76102 Gordon and Associates One Memorial Place 7633 East 63rd Place Suite 210 Tulsa, Oklahoma 74133 ======END OF PAGE 4====== ======END OF PAGE 4======