UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 36808 / February 5, 1996

Administrative Proceedings
File No. 3-8799
                                    
---------------------------------
In the Matter of                :   ORDER MAKING 
                                :   FINDINGS AND IMPOSING
CHARLES JOSEPH BAZARIAN         :   REMEDIAL SANCTIONS
                                : 
---------------------------------
                                I.

     In connection with public administrative proceedings
instituted pursuant to Section 15(b)(6) of the Securities
Exchange Act of 1934 ("Exchange Act"), Respondent Charles Joseph
Bazarian ("Bazarian") has submitted an Offer of Settlement
("Offer") to the Commission, which the Commission has determined
to accept.-[1]-

     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
allegations contained in the Commission's Order Instituting
Public Proceedings ("Order Instituting"), except as to the entry
of the permanent injunction set forth in paragraph G. of the
Order Instituting, which he admits,and the Commission's
jurisdiction in this matter, which he also admits, Bazarian
consents to the entry of findings and remedial sanctions set
forth below.

                               II.

     On the basis of the Order Instituting and the Offer of
Settlement submitted by Bazarian, the Commission finds
that:-[2]-



---------FOOTNOTES----------
     -[1]-     The Order Instituting  Public Proceedings  against
               Bazarian was issued by the Commission on September
               6, 1995.

     -[2]-     The  findings   herein   are  made   pursuant   to
               Bazarian's Offer of Settlement and are not binding
               on  any   other  person  or  entity   named  as  a
               respondent in this or any other proceeding.
==========================================START OF PAGE 2======

     A.   Bazarian acted as the control person for Royal American
Management, Inc. ("RAM") from October 1991 through August 1992.

     B.   From October 1991 through August 1992, Bazarian,
through RAM and others, offered and distributed approximately 1.6
million shares of the 2 million outstanding shares of Omnet
Corporation ("Omnet") and Performance Nutrition, Inc.
(Performance Nutrition") stock at prices ranging from less than
one dollar per share to nearly eight dollars per share, and
approximately 3.8 million of the 4 million outstanding shares of
Remington Financial Group, Inc. ("Remington") stock at prices
ranging from less than fifty cents per share to more than four
dollars per share;

     C.   Bazarian was enjoined by judgment of the United States
District Court for the Western District of Oklahoma, in an action
styled Securities and Exchange Commission v. Royal American
Management, Inc., et al., CIV-94-1619-T (W.D. Okla.), from future
violations of Sections 5(a), 5(c) and 17(a) of the Securities Act
of 1933 and Sections 10(b) and 15(a)(1) of the Securities
Exchange Act of 1934 and Rules 10b-5 and 10b-6 promulgated
thereunder. The permanent injunction was entered by the Court
following Bazarian's failure to respond to the Commission's
Complaint.

                               III.

     Based upon the foregoing, the Commission deems it
appropriate and in the public interest to accept the Offer of
Settlement of Bazarian.

     Accordingly, IT IS ORDERED that Respondent Charles Joseph
Bazarian be, and hereby is, barred from participating in any
offering of penny stock effective immediately.

     By the Commission.


                                   Jonathan G. Katz
                                   Secretary