UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39703 / February 27, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9548 ______________________________ : In the Matter of : : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS Daniel E. Goodman : PURSUANT TO SECTIONS 15(b) : and 19(h) OF THE SECURITIES : EXCHANGE ACT OF 1934, MAKING : FINDINGS AND IMPOSING : REMEDIAL SANCTIONS Respondent. : : : : ______________________________: I. The Securities and Exchange Commission (Commission) deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 (Exchange Act) against Daniel E. Goodman (Goodman). In anticipation of the institution of these administrative proceedings, Goodman has submitted an Offer of Settlement (Offer) 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 to which the Commission is a party, and without admitting or denying the Commission s findings, except as to jurisdiction and those findings contained in paragraphs III(b) and (c) below, which are admitted, Goodman, by his Offer, consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b) and 19(h) of the Exchange Act, Making Findings, and Imposing Remedial Sanctions (Order). II. Accordingly, IT IS ORDERED that public administrative proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby are, instituted. ======END OF PAGE 1====== III. On the basis of this Order and the Offer submitted by Goodman, the Commission finds that<(1)>: a. Goodman is a resident of Plantation, Florida and is currently employed as a sales manager for an environmental products company in Hallendale, Florida. b. Goodman is not registered with the Commission in any capacity; however, from at least September 1992 through December 1993, he acted as a broker or dealer in connection with the offer, purchase and sale of the securities described below. c. On February 19, 1998, the United States District Court for the Southern District of Florida, in the case of Securities and Exchange Commission v. Daniel E. Goodman, (96 CV 7078), entered a Final Judgment of Permanent Injunction and Other Equitable Relief (Final Judgment) against Goodman, pursuant to his consent, without admitting or denying the allegations of the Complaint, enjoining him from future violations of Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933, Sections 10(b), 15(a)(1) and 15(c)(1) of the Securities Exchange Act of 1934, and Rules 10b-5 and 15c1-2 promulgated thereunder. The Court also ordered that Goodman pay disgorgement in the amount of $68,140.32, plus pre-judgement interest of $27,271.71 for a total of $95,412.03 as payment for Goodman's ill-gotten gains. However, the Court waived payment of all but $10,000 of disgorgement and prejudgment interest based on Goodman's demonstrated inability to pay. In addition, the Court did not order Goodman to pay civil penalties based on his demonstrated inability to pay. d. The Commission's Complaint in the above action alleged that from September 1992 through December 1993 (the relevant period), Goodman was the sales manager for Junction Financial Corporation (JFC) and U.S. Ostrich Corporation (U.S. Ostrich). During the relevant period, Goodman, while acting as an unregistered broker-dealer, oversaw the offer and sale of unregistered interests in three ostrich breeding partnerships, Ostrich I General Partnership (Ostrich I), Ostrich II General Partnership (Ostrich II), and Ostrich III General Partnership (Ostrich III), for JFC and U.S. Ostrich<(2)>. In connection with the offer and sale of Ostrich I, II and III, Goodman and others he directed misrepresented, orally and in misleading promotional brochures, that the proceeds of the offerings would be used primarily to purchase and maintain ostriches. Similarly, Goodman <(1)> The findings herein are pursuant to Respondent Goodman's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. 328f:\3439703.txt s <(2)> The purported general partnership interests in Ostrich I, II and III were, in fact, investment contracts. ======END OF PAGE 2====== and others he directed, omitted to state, among other things, that interests in Ostrich I, II and III were speculative investments, that JFC, U.S. Ostrich, their principals and Goodman all had been sanctioned previously by various regulatory authorities, and that the bulk of the proceeds of the offerings would be used to pay business expenses of JFC and U.S. Ostrich and to compensate their principals and Goodman. In reality, most of the proceeds of the offering were used to reduce JFC's preexisting debt and to compensate Goodman and the principals of JFC and U.S. Ostrich. As a result, investors in Ostrich I, II, and III lost nearly their entire investment in the partnerships. IV. In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer. Accordingly, IT IS ORDERED THAT: Goodman be, and hereby is, barred from association with any broker, dealer, investment company, investment adviser or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3======