UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 41894 / September 22, 1999

ACCOUNTING AND AUDITING ENFORCEMENT

Relase No. 1159 / September 22, 1999

ADMINISTRATIVE PROCEEDING

File No. 3-10020

____________________________________
                                   :  ORDER INSTITUTING PUBLIC
    In the Matter of               :  ADMINISTRATIVE PROCEEDINGS
                                   :  PURSUANT TO SECTION 15(b) OF
    HERBERT WOLL, C.P.A.           :  THE SECURITIES EXCHANGE ACT
                                   :  OF 1934 AND RULE 102(e) OF THE
                                   :  COMMISSION'S RULES OF
        Respondent.                :  PRACTICE, MAKING FINDINGS, AND
                                   :  IMPOSING REMEDIAL SANCTIONS
____________________________________

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Herbert Woll ("Woll" or "Respondent") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 102(e) of the Commission's Rules of Practice. ¹

In anticipation of the institution of these proceedings, Woll has submitted an Offer of Settlement (the "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 any of the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the matters set forth in paragraph II.1. below, and the entry of the injunction set forth in paragraph II.7. below, which are admitted, Woll consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order") by the Commission.

Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 15(b) of the Exchange Act and Rule 102(e) of the Commission's Rules of Practice be, and hereby are, instituted.

II.

On the basis of this Order and the Respondent's Offer, the Commission finds that:

1. From at least 1996 to the present time, Respondent was not registered with the Commission as a broker-dealer or in any other capacity.

2. Genesis International Financial Services, Inc. ("Genesis") was a Nevada corporation which maintained its principal offices in Chattanooga, Tennessee, until it was seized and liquidated by the Tennessee Department of Insurance for illegally operating an insurance business in the state of Tennessee. Genesis' securities were not registered with the Commission. The Company's common stock was quoted on the OTC Bulletin Board between October 1994 and May 1, 1997.

3. Woll, 77, is a Certified Public Accountant licensed by the State of Ohio. Woll acted as the outside accountant and auditor for Genesis and prepared and audited the Company's financial statements included in its Forms 10 from May 1994 to approximately June 1996.

4. During 1996 and 1997, Woll practiced before the Commission within the meaning of Rule 102(e) of the Commission's Rules of Practice in connection with the preparation of Genesis' financial statements and other documents.

5. On September 23, 1998, the Commission filed a complaint in the United States District Court for the Eastern District of Tennessee, SEC v. Mohamed Khairy Mohamed Zayed, II, et al., Civil Action No. 1:98-cv-327 Judge Edgar (E. D. Tenn. September 23, 1998), against, among others, Respondent (the "Complaint"). Among other things, the Complaint alleged that Respondent violated Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

6. The Commission's Complaint alleged, among other things, as follows:

a. Between August 1996 and April 1997, Respondent and others induced investors to purchase the unregistered common stock of Genesis by promoting Genesis through a series of false and misleading Commission filings.

b. Among other things, Respondent misrepresented to investors (i) that Genesis owned certain assets listed under the heading of "Investments" on the balance sheet in the financial statements included in a Form 10 filing with the Commission dated November 20, 1996 (the "Form 10"); (ii) the value of those "Investment" assets listed on the Form 10; and (iii) that he was an independent auditor of the financial statements included in the Form 10.

c. None of Genesis' securities were ever registered with the Commission.

7. On May 27, 1999, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to the Court's jurisdiction over him and the subject matter of the action, Respondent consented to the entry of a final judgment of permanent injunction. On September 13, 1999, the Court permanently enjoined Respondent from future violations of Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

8. At all times that Respondent was promoting it, Genesis' common stock was a penny stock as defined by the Exchange Act and rules promulgated thereunder.

III.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer.

ACCORDINGLY, IT IS ORDERED that:

Woll be, and hereby is, (i) barred from participating in any offering of penny stock; and (ii) permanently suspended from appearing or practicing before the Commission as an accountant.

By the Commission.

Jonathan G. Katz
Secretary

Footnotes

-[1]- Rule 102(e)(3)(i), 17 C.F.R. § 201.102(e)(3)(i), provides in pertinent part that the Commission may suspend from appearing or practicing before it any person who by name has been permanently enjoined by a court of competent jurisdiction in an action brought by the Commission from violating or aiding and abetting the violation of any provision of the Federal securities laws or the rules and regulations thereunder.

http://www.sec.gov/litigation/admin/34-41894.htm