UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40313 / August 10, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9670 : In the Matter of :ORDER INSTITUTING PROCEEDINGS :PURSUANT TO SECTIONS 15(b) AND Frank P. Zitkevitz, :19(h) OF THE SECURITIES EXCHANGE :ACT OF 1934, MAKING FINDINGS AND Respondent. :IMPOSING REMEDIAL SANCTIONS : : I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Sections 15(b)(6) and 19(h)(3) of the Securities Exchange Act of 1934 ("Exchange Act") against Frank P. Zitkevitz ("Zitkevitz"). In anticipation of the institution of these proceedings, Zitkevitz has submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.100 et seq., and, without admitting or denying the findings contained herein, except those contained in paragraphs II.A. and II.B., and the jurisdiction of the Commission over him and the matters set forth in this Order, which are admitted, Zitkevitz consents to the institution of public administrative proceedings, and the findings and remedial sanctions set forth below. II. On the basis of this Order and the Offer submitted by Zitkevitz, the Commission finds that: A.Zitkevitz has been a registered representative associated with various broker-dealers since August 1980. From October 1990 to May 1993, Zitkevitz was a registered representative with a broker-dealer with offices in New Jersey. B.On October 3, 1996, Zitkevitz was permanently enjoined from viola- tions of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act, and Rules 10b-5 and 10b-6 thereunder, by the United States District Court for the Northern District of Texas (Dallas Division) [SEC v. EnvirOmint Holdings, Inc., et al., 3:94CV-2192-H]. Zitkevitz consented to the imposition of the permanent injunction without admitting or denying any violation of the federal securities laws, and without admitting or denying any of the allegations contained in the Commission's complaint against him. C.The Commission's complaint in SEC v. EnvirOmint Holdings, Inc., et al. alleged that Zitkevitz engaged in the fraudulent offer and sale of the unregistered securities of EnvirOmint Holdings, Inc., which facilitated and enhanced a fraudulent scheme initiated and conducted by one or more of his co-defendants. The complaint further alleged that Zitkevitz obtained undisclosed compensation from the principals of the scheme for his role therein. D.During the relevant time period, the common stock of EnvirOmint Holdings, Inc. was a "penny stock," within the meaning of Section 3(a)(51) of the Exchange Act, and Rule 3a51-1 thereunder, and the distribution described above constitutes an "offering of a penny stock," within the meaning of Section 15(b)(6) of the Exchange Act. III. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified by Zitkevitz in his offer. Accordingly, IT IS ORDERED that Frank P. Zitkevitz be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, and barred from participating in any offering of a penny stock. By the Commission. Jonathan G. Katz Secretary SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary of the Commission, or another duly authorized officer of the Commission, shall serve a copy an Order Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, on each person named in the Order as a party and their legal agent. The attached Order Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions has been sent to the following parties and other persons entitled to notice: ----------------------------------------------------------------------- Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 Fifth St., N.W., STOP: 11-6 Washington, D.C. 20549 Harold F. Degenhardt District Administrator Securities and Exchange Commission 801 Cherry St. 19th Floor Fort Worth, TX 76102 Spencer C. Barasch Assistant District Administrator [Enforcement] Securities and Exchange Commission 801 Cherry Street, 19th Fl. Fort Worth, TX 76102 Jon S. Batterman Securities and Exchange Commission Division of Enforcement STOP: 8-9 450 Fifth Street, N.W. Washington, DC 20549 Stephen E. Millazzo, Esq. 15 Warren Street Hackensack, NJ 07601 Attorney for Respondent Frank P. Zitkevitz Frank P. Zitkevitz 1 St. David's Court Laurel Springs, NJ 08021