SECURITIES EXCHANGE ACT OF 1934
Release No. 49165 / February 2, 2004

Admin. Proc. File No. 3-11288


In the Matter of

RODNEY L. HINKLE,

Respondent.


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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

On September 30, 2003, the Securities and Exchange Commission ("Commission") instituted public administrative proceedings, pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Rodney L. Hinkle ("Hinkle").

In response to the institution of these administrative proceedings, Respondent Hinkle has submitted an Offer of Settlement ("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 in which the Commission is a party, and without admitting or denying the findings contained herein, except those contained in paragraphs II.A., B., C., D., E., and F. below, which are admitted, Hinkle consents to the issuance of this Order Making Findings and Imposing Remedial Sanctions ("Order").

II.

On the basis of the Order Instituting Public Administrative Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 and the Offer submitted by Hinkle, the Commission makes the following findings:

A. Hinkle, age 57, is a resident of Jupiter, Florida. From November 1996 to July 1998, Hinkle was associated with Multi-Financial Securities Corporation ("Multi-Financial"), a broker-dealer registered with the Commission.

B. On June 17, 2003, the Commissioner of the Securities Division, State of Maryland, Office of the Attorney General ("Maryland Division") issued a Final Order to Cease and Desist/Order of Permanent Bar ("Final Order") against Rodney L. Hinkle, Money Systems, LLC and Energy Resources, Inc. in In the Matter of Rodney L. Hinkle, Money Systems, LLC and Energy Resources, Inc., No. 2002-0422 (June 17, 2003), based upon his violation of a previous Consent Order and violations of various provisions of the Maryland Securities Act. In the Final Order, the Maryland Division found, among other things, that Hinkle violated a Consent Order it had issued on June 12, 2000. That Consent Order held that Hinkle had engaged in the fraudulent sale of unregistered securities and required that Hinkle pay a $5,000 fine, permanently cease and desist from certain securities law violations, be barred from the securities and investment advisory business in Maryland for four years, and fully comply in the future with Maryland securities laws. In its June 17, 2003 Final Order, the Maryland Division found that Hinkle thereafter fraudulently sold securities in violation of the Consent Order and the Maryland Securities Act.

C. As set forth in the Final Order, the Maryland Division found that Hinkle and Money Systems LLC ("Money Systems") used false representations and promises of above-market returns to sell interests in a number of investment contracts to investors in Maryland, West Virginia and Pennsylvania, including interests in Money Systems and Energy Resources, Inc. ("Energy Resources"), of which Hinkle is a principal. The Maryland Division also found that Hinkle in some cases deposited investor monies into accounts under his control, pooled investor monies, and used the accounts for personal expenditures. According to the Final Order, Hinkle sold interests in Energy Resources in July 1997, while still associated with Multi-Financial, a registered broker-dealer. Moreover, the Final Order sets forth that Hinkle sold interests in other entities, including Money Systems, from approximately January 2000 to May 2001, at which time he was no longer associated with a broker-dealer. According to the Final Order, in connection with those sales, Hinkle failed to disclose, among other things, material information regarding his disciplinary history, the disciplinary history and financial viability of certain of the issuers, the bankruptcy of certain of the related servicing companies, the pooling of investor monies and his personal use of investor funds.

D. In the Final Order, the Maryland Division found that Hinkle violated the Maryland Securities Act by, among other things, engaging in fraud in the offer and sale of securities; engaging in the offer and sale of unregistered, nonexempt securities; engaging in fraud in connection with investment advisory services; employing unregistered agents; and by engaging in unregistered broker-dealer and investment advisory activities. The Maryland Division further found that Hinkle violated the specific terms of the Consent Order.

E. The Final Order permanently bars Hinkle from the securities and investment advisory business in Maryland; orders that he cease and desist from further violations of the Maryland Securities Act; orders that he cease and desist from further violations of the Consent Order; and orders that he pay a monetary penalty of $100,000.

F. The Final Order, issued on June 17, 2003, arose out of, among other things, Hinkle's fraudulent conduct, some of which he committed while he was an associated person of a broker-dealer, Multi-Financial. In the Final Order, the Maryland Division found, among other things, that Hinkle committed fraud in the offer and sale of securities; deposited investor funds in accounts controlled by him; and misappropriated investor funds. The Final Order also permanently barred him from the securities and investment advisory business in Maryland.

III.

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

Accordingly, IT IS ORDERED that Hinkle be, and hereby is, barred, pursuant to Sections 15(b)(6) of the Exchange Act, from association with any broker or dealer.

IT IS FURTHER ORDERED THAT any reapplication for association by Hinkle will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against Hinkle, whether or not the Commission or the state securities commission (or any state agency or officer performing like function) has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration awarded to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

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

Jonathan G. Katz
Secretary