Scott A. Rude

SECURITIES EXCHANGE ACT OF 1934
RELEASE NO. 41764 / August 19, 1999

ADMINISTRATIVE PROCEEDING
FILE NO. 3-9849

I.

In this public administrative proceeding ordered pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), Daniel L. Koehler ("Koehler") has submitted an Offer of Settlement, which the Commission has determined to accept.¹ Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained in this Order Making Findings and Imposing Remedial Sanctions ("Order"), except for the Commission's jurisdiction with respect to the matters set forth in this Order and those facts which are set forth in paragraphs II.1. and II.2. below, which he admits, Koehler consents to the entry of this Order.

II.

On the basis of this Order, the Order Instituting Public Administrative Proceedings in this matter and the Offer of Settlement submitted by Koehler, the Commission finds that:

1. From in or about April 1992 through in or about March 1993, Koehler was not registered as a broker or dealer with the Commission pursuant to the Exchange Act. However, from in or about April 1992 to in or about March 1993, Koehler used Omni International Trading, Inc. ("Omni") to effect transactions in, or induce or attempt to induce the purchase or sale of, certain Omni securities, at a time when Koehler was not registered with the Commission as a broker or dealer.

2. On December 4, 1998, in the case of SEC v. Omni International Trading, Inc. et al., (Civil Action File No. 97 Civ. 2116), the United States District Court for the District of Minnesota, entered an Order of Permanent Injunction and Other Equitable Relief by Default against Koehler, pursuant to the allegations contained in the Commission's Complaint, enjoining Koehler from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, Sections 10(b), 15(a)(1) and 15(c)(1) of the Exchange Act and Rules 10b-5 and 15c1-2 promulgated thereunder. The Complaint was based on the conduct alleged below.

From in or about January 1991 through in or about February 1995, Omni and the other defendants, including Koehler, defrauded public investors through the offer and sale of over $4 million in Omni securities. These securities were not registered with the Commission. As part of that fraud, the Complaint alleged that from in or about April 1992 through in or about March 1993, Koehler and the other defendants, in connection with the offer and sale of these Omni shares, made numerous misrepresentations and omitted to state material facts regarding, among other things, Omni's future revenues, the use of proceeds, the listing of Omni securities for trading on the National Association of Securities Dealers Automated Quotations system, a purported tender offer, the expected profit to be made on the tender offer and the commissions to be earned. In addition, the Complaint alleged that Koehler acted as an unregistered broker or dealer.

III.

In view of the foregoing, the Commission finds that it is in the public interest to impose the sanction specified in the Offer of Settlement.

Accordingly, IT IS HEREBY ORDERED that:

Respondent Koehler be, and hereby is, barred from association with any broker or dealer.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz

Secretary

FOOTNOTES