UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 37775 / October 2, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9050 ------------------------------ : In the Matter of : : ORDER MAKING FINDINGS AND DANIEL D. DIETRICH and : IMPOSING REMEDIAL SANCTIONS ROBERT J. JUDGE : BY DEFAULT AGAINST RESPONDENT : DANIEL D. DIETRICH ------------------------------ Respondent Daniel D. Dietrich is in default under Rules 155(a) and 220(f) of the Securities and Exchange Commission's ("Commission") Rules of Practice, 17 C.F.R.  201.155(a), .220(f) (1996), because he has not answered the Order Instituting Public Proceedings ("Order") issued on July 26, 1996, which he received on July 31, 1996. The Order specifies that the Respondent may be deemed in default and the proceeding may be determined against him upon consideration of the allegations in the Order, which may be deemed to be true, if the Respondent fails to file an answer within 20 days after service upon him of the Order. Respondent Dietrich also failed to participate in a prehearing conference in this matter on September 5, 1996, after being notified of the date and time, and he failed to respond to my Order to Show Cause, issued on September 16, 1996. Accordingly, I find that the following allegations set out in the Order are true:-[1]- A. From September 1992 to November 1992, Respondent Dietrich was a registered representative of Greenway Capital Corporation, a broker-dealer registered with the Commission pursuant to Section 15(b)(1) of the Securities Exchange Act of 1934 ("Exchange Act"); B. On December 8, 1993, the United States District Court for the Southern District of New York issued a Partial Final Judgment of Permanent Injunction by consent against Respondent Dietrich enjoining him from further ---------FOOTNOTES---------- -[1]- The findings herein are binding solely upon Respondent Daniel D. Dietrich and not on any other respondent in this proceeding. ==========================================START OF PAGE 2====== violations of Sections 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. SEC v. Aqua Technologies, Inc., 93 Civ. 8223 (WK) (S.D.N.Y. Dec. 8, 1993). At that time, Respondent Dietrich did not admit any allegations or consent to the Commission's demands for disgorgement, civil penalties, and prejudgment interest; C. From September 1992 through September 1993, while associated with a registered broker-dealer, Respondent Dietrich violated the antifraud provisions by selling shares of Aqua Technologies, Inc. ("Aqua") common stock to public investors through the use of materially false and misleading statements and omissions. Respondent Dietrich prepared and sent to prospective investors an Aqua Technologies, Inc. Business Plan ("Business Plan"). In that document, Respondent Dietrich misrepresented that Aqua was the exclusive marketing arm of Water Systems Development Corporation in the eastern United States and Africa. The Business Plan also misrepresented that Aqua was negotiating the acquisition of distribution rights of products manufactured by a Minnesota company called Coster Engineering. These statements were false. In addition, Respondent Dietrich failed to disclose that the proceeds of the Aqua offering would not be used for Aqua's purported business, but instead would be diverted to Respondent Dietrich's personal use. These misrepresentations and omissions were material, and Respondent Dietrich made them knowingly or with reckless disregard for the truth; D. On February 14, 1995, the district court granted the Commission's Motion for Summary Judgment as to liability against Respondent Dietrich; and E. On January 23, 1996, the district court entered a Final Judgment against Respondent Dietrich, which awarded the Commission disgorgement, civil penalties, and prejudgment interest. In view of the foregoing, I find it in the public interest to sanction Respondent Dietrich pursuant to Sections 15(b) and 19(h) of the Exchange Act. I ORDER that Daniel D. Dietrich is barred from association with any broker or dealer and from association with a member of a national securities exchange or registered securities association. ==========================================START OF PAGE 3====== ____________________________ Carol Fox Foelak Administrative Law Judge