Daniel J. Berardi, Jr.

SECURITIES EXCHANGE ACT OF 1934
Release No. 49945 / June 30, 2004

Admin. Proc. File No. 3-11532

In the Matter of Daniel J. Berardi, Jr., Respondent.

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ORDER INSTITUTING ADMINISTRATIVE PROCEEDING PURSUANT TO SECTION 15(b)(6) 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 that a public administrative proceeding be, and hereby is, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Daniel J. Berardi, Jr. ("Respondent").

II.

In anticipation of the institution of this proceeding, Respondent has submitted an Offer of Settlement (the "Offer") that 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 to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him, the subject matter of this proceeding, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceeding Pursuant to Section 15(b)(6) 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 Respondent's Offer, the Commission finds that:

1. Respondent, age 40, resides in Palm Springs, California Respondent was one of two managing members of BBH Resources, LLC ("BBH"), a Nevada limited liability company located in Palm Springs, California, which acted as an unregistered broker-dealer offering and selling securities in the form of notes of Mx Factors, LLC ("Mx Factors"). Respondent has never been registered with the Commission in any capacity.

2. On June 15, 2004, a judgment of permanent injunction was entered against Respondent enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Mx Factors, LLC, et al., Civil Action Number EDCV 04-223-VAP (SGLx), in the United States District Court for the Central District of California.

3. The Commission's complaint alleges that Respondent, acting with and through Mx, BBH and their sales agents, engaged in the unregistered offer and sale of $33.6 million of notes in Mx Factors. The Commission's complaint further alleges that Respondent misappropriated investor funds and collected undisclosed commissions of at least 12%. The Commission's complaint also alleges that Respondent made material misrepresentations to prospective investors concerning the use of investor proceeds and the due diligence he had conducted prior to recommending the investment to prospective investors.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent be, and hereby is, barred from association with any broker or dealer.

Any reapplication for association by the Respondent 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 the Respondent, whether or not the Commission 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 award 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.