UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51141 / February 7, 2005

Investment Advisers Act of 1940
Release No. 2349 / February 7, 2005

Admin. Proc. File No. 3-11810

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Keith Mohn ("Mohn" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings 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 and the subject matter of these proceedings, and the findings contained in Section III.2. below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, 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. Mohn is the sole owner of Mohn Asset Management, L.L.C. ("Mohn Asset Management"), an investment adviser registered with the State of Michigan. Mohn also was a co-owner of Mohn Financial Group, L.L.C. ("Mohn Financial Group") through mid-2002. Mohn Financial Group was an investment adviser registered with the State of Michigan through part of 2000, at which point its registration lapsed. From September 2000 to January 2002, Mohn acted as an investment adviser and unregistered broker. Mohn, age 44, is a resident of West Bloomfield, Michigan.

2. On January 11, 2005, a Final Judgment was entered by consent against Mohn, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and (2) of the Advisers Act, in the civil action entitled Securities and Exchange Commission v. Keith Mohn, et al., Case Number 02-74634, in the United States District Court for the Eastern District of Michigan. Mohn, without admitting or denying the allegations made in the Commission's complaint, consented to the entry of the permanent injunction without a hearing and without findings of fact or conclusions of law.

3. The Commission's complaint alleged, among other things, that:

1. From September 2000 to at least January 2002, Mohn, Mohn Asset Management, Mohn Financial Group, and J. Patrick Kisor ("Kisor") engaged in the fraudulent offer and sale of unregistered shares of Agave, Ltd. ("Agave"). Additionally, from February 2002 to August 2002, Mohn, Mohn Asset Management, and Mohn Financial Group engaged in the fraudulent offer and sale of unregistered shares of Genesis Trading Associates, L.L.C ("Genesis"). Mohn, Mohn Asset Management, Mohn Financial Group, and Kisor raised approximately $31 million in aggregate for Agave and Genesis.
    
2. Mohn represented to investors, among other things, that Agave was an options trading strategy that had outperformed the S&P 500 in the past and was low-risk. Contrary to Mohn's representations, Agave had no past history of success in options trading, and Kisor used most of the Agave funds for Kisor's personal expenses or risky and illiquid investments in private companies.
    
3. When Mohn learned that Kisor was using the funds for undisclosed investments and that Kisor had misappropriated investor funds, Mohn failed to tell investors these facts. Rather, Mohn, through Mohn Asset Management and Mohn Financial Group, continued to send investors statements that overvalued their investments in Agave and Genesis and sought to recover investor funds by investing their funds in risky and illiquid investments in private companies, without telling investors.
    
4. Mohn sold unregistered securities and acted as an investment adviser and unregistered broker.
    

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the Advisers Act that Respondent Mohn be, and hereby is barred from association with any broker, dealer, or investment adviser, with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission;

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.

By the Commission.

http://www.sec.gov/litigation/admin/34-51141.htm