UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 39210 / October 7, 1997 Administrative Proceeding File No. 3-9475 ______________________________ : ORDER INSTITUTING PROCEEDINGS In the Matter of : PURSUANT TO SECTION 15(b)(6) : OF THE SECURITIES EXCHANGE ACT BRENT DUANE GREEN : OF 1934, MAKING FINDINGS AND : IMPOSING REMEDIAL SANCTIONS ______________________________: I. The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest that proceedings be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (the "Exchange Act") with respect to Brent Duane Green ("Green"). II. Green has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purposes 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 in this Order, except as to jurisdiction which he admits, Green consents to the entry of this Order by the Commission. III. On the basis of this Order and Green's Offer, the Commission makes the following findings:<(1)> A. During 1992, Green was a registered representative and manager associated with Securities America, Inc., a broker-dealer registered with the Commission. Green worked from a branch office in Tulsa, Oklahoma. <(1)> The findings herein are made pursuant to Green's Offer and are not binding on any other person or entity in any proceeding. ======END OF PAGE 1====== B. In February or March 1992, Green participated in a telephone conversation with a promoter concerning sales of the common stock of Teletek, Inc. and its then affiliate, United Payphone Services, Inc.<(2)> The promoter, on behalf of an officer and large shareholder of both companies, offered to pay Green and the other registered representative in the office<(3)> additional compensation for sales to their clients of the companies' stock. Thereafter, Green solicited some of his customers to purchase the stock and sold shares of both securities with a total cost of about $20,000. He received payments of approximately $7,000 from the promoter. Green failed to disclose to his customers, or the firm with which he was associated, that he had arranged to receive and received additional compensation from the promoter for sales to his customers of the companies' stock. C. Section 17(a) of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit in the offer or in connection with the purchase or sale of securities, by the use of the means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly, employing devices, schemes or artifices to defraud; obtaining money or property by means of or making any untrue statements of material facts or omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaging in acts, transactions, practices or courses of business which operate or would operate as a fraud or deceit. By engaging in the conduct specified in paragraph III.B. above, Green willfully violated Sections 17(a) of the Securities Act and 10(b) of the Exchange Act and Rule 10b-5 thereunder. D. Green has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement, prejudgment interest and a civil penalty. The Commission has reviewed the sworn financial statement and other evidence provided by Green and has determined that he does not have the financial ability to pay disgorgement, prejudgment interest and a civil penalty. IV. <(2)> Teletek, Inc., with offices in Las Vegas, Nevada, markets international calling services and offers a prepaid calling card. United Payphone Services, Inc., also with offices in Las Vegas, operates, services and maintains a system of privately owned pay telephones. During the relevant period, the common stocks of Teletek and United Payphone were penny stocks. See 17 C.F.R.  240.3a51-1. <(3)> See In the Matter of Christopher D. Jennings, Admin. Proc. File No. 3-9323, Exchange Act Rel. No. 38696 (May 30, 1997). ======END OF PAGE 2====== In view of the foregoing, the Commission has determined that it is in the public interest to accept Green's Offer and to impose the sanctions specified therein. Accordingly, IT IS ORDERED that: A. Green be, and he hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company and from participating in any offering of penny stock. B. Green shall pay disgorgement of all money he received in connection with the violative conduct plus prejudgment interest thereon, but that payment of such amount be waived based upon Green's demonstrated financial inability to pay. C. The Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Green provided accurate and complete financial information at the time such representations were made; (2) determine the amount of the disgorgement, prejudgment interest and civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Green's Offer had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Green was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of disgorgement, prejudgment interest and civil penalty to be imposed and whether any additional remedies should be imposed. Green may not, by way of defense to any such petition, contest the findings in this Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. By the Commission. ___________________________ Jonathan G. Katz Secretary ======END OF PAGE 3======