UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 47834 / May 12, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11111

In the Matter of DONALD E. RHOADES, Respondent.

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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Donald E. Rhoades ("Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has 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, and without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over Respondent and over the subject matter of this proceeding, and as to the entry of a Final Judgment of Permanent Injunction and Other Relief as set forth in Section III. C. below, which is admitted by Respondent, Respondent consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and the Offer submitted by Respondent, the Commission finds that:

A. At all relevant times, Respondent was associated with an unregistered broker-dealer.

B. On December 28, 2000, the Commission filed a complaint in the United States District Court for the Southern District of Florida, SEC v. Web Hosting Headquarters Partnership, et al., Civil Action No. 00-4975-CIV-HIGHSMITH (S.D. Fla. Dec. 28, 2000) (the "Complaint"), against, among others, Respondent. The Complaint charged Respondent and others with violating the securities registration, broker-dealer registration, and antifraud provisions of the federal securities laws, in connection with the unregistered offering of partnership units issued by Web Hosting Headquarters Partnership.

C. On December 19, 2002 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 Complaint, Respondent consented to the entry of a permanent injunction enjoining Respondent from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a)(1) of the Exchange Act, and Rule 10b-5, thereunder. On April 21, 2003 pursuant to Respondent's consent, the United States District Court entered a Final Judgment of Permanent Injunction and Other Relief against Respondent.

IV.

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

Accordingly, IT IS ORDERED that:

Respondent Donald E. Rhoades be, hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-47834.htm