J. Patrick Kisor

SECURITIES EXCHANGE ACT OF 1934
Release No. 47173 / January 13, 2003

INVESTMENT ADVISERS ACT OF 1940
Release No. 2100 / January 13, 2003

ADMINISTRATIVE PROCEEDING
FILE NO. 3-11008

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding be instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against J. Patrick Kisor ("Respondent" or "Kisor").

II.

In anticipation of the institution of these proceedings, Respondent 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 the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Sections III. C and III. D. below, which are admitted, Respondent consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions ("Order") , as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:¹

1. Kisor, age 40, is a resident of Cincinnati, Ohio, and is the president and founder of PDK International, Inc. ("PDK"). He founded PDK in April 1998.

2. From at least April 1998 to August 2002 Kisor acted as an investment adviser during the course of a series of fraudulent securities offerings. During that same time frame, Kisor also acted as an unregistered broker-dealer in connection with the offering of securities as part of a fraudulent scheme.

3. On November 21, 2002, the Commission filed a Complaint in the United States District Court for the Eastern District of Michigan against Kisor and other parties captioned, SEC v. Keith Mohn, et al., Case No. 02-74634. The Commission's Complaint alleged that between April 1998 and August 2002, Kisor and others raised $34.7 million in a series of offerings. According to the Complaint, Kisor made misrepresentations and omissions to investors, including that he had engaged in successful options trading and that investors' money would be used for options trading. The Complaint also alleges that Respondent misappropriated or otherwise misused millions of dollars of investor funds that he raised. The Complaint alleges Kisor acted as an investment adviser and unregistered broker-dealer.

4. On December 19, 2002, in SEC v. Keith Mohn, et al., a final judgment was entered by consent against Kisor permanently enjoining him from violating Sections 5(a), 5(c), 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act of 1933, Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder, and Section 206 of the Advisers Act. Kisor, without admitting or denying the allegations made in the Commission's Complaint, consented to the entry of the order of permanent injunction.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent Kisor's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED, pursuant to Section 15(b) of the Exchange Act and Section 203(f) of the Advisers Act that Respondent Kisor be, and hereby is, barred from association with any broker, dealer, or investment adviser.

By the Commission.

Jonathan G. Katz
Secretary

________________________