UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7749 / September 30, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-9893

I.

On May 11, 1999, the Securities and Exchange Commission ("Commission") instituted public cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") against Respondent Derrick C. Johnson ("Johnson") to determine whether he offered "prime bank" securities to potential investors in violation of the federal securities laws, and, if so, whether to order Respondent to cease and desist from committing or causing violations of Sections 17(a)(1) and (3) of the Securities Act.

In response to the institution of administrative proceedings, Johnson has submitted an Offer of Settlement ("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 in which the Commission is a party, and without admitting or denying the findings herein, except as to the jurisdiction of the Commission over him and the subject matter of the proceeding, which are admitted, Respondent Johnson consents to the entry of the findings and the cease-and-desist order set forth below.

II.

On the basis of this Order and the Offer, the Commission makes the following findings:

A. RESPONDENT

1. Derrick C. Johnson, age 33, resides in Aloha, Oregon. Johnson is currently a student at George Fox University in Newberg, Oregon, where he is attending a joint masters program in counseling and divinity.

B. JOHNSON'S MISCONDUCT

1. From approximately May 1998 through February 1999, Johnson offered "prime bank" securities to potential investors through three websites on the Internet. Johnson had two different files at the same web address, integrityonline.com, and another website at a different address, Geocities.com. In each case, Johnson established the website under the d.b.a. Global Financial Group ("Global").

2. On the Global websites, Johnson made several representations of fact regarding Global and the securities it was offering. Johnson claimed to offer investments in so-called medium term notes (MTNs) and blocked funds trades which offered a return of 50% to 1600% in 3 to 120 plus days. The websites stated that the minimum investment was $10 million, but also claimed to offer investment options for those with $1,000 or more. The websites promised that the client's funds "remain in the Client's account -- Client retains full control over funds at ALL times." In addition, an investment would be "100% insured" and "guaranteed in writing." The Global websites further stated that Global had a world-wide client base and listed over twenty countries where Global purportedly had clients.

4. These representations were false. Johnson misrepresented the returns available on the MTNs and the blocked funds trades. Moreover, Johnson misrepresented the existence of the securities themselves. Johnson also misrepresented that the securities would be "100% insured" and "guaranteed in writing." Finally, Johnson falsely represented that Global had clients in over twenty countries. In fact, Global had no clients and no operations aside from the three websites Johnson created.

5. Each of the misrepresentations described in paragraphs 3 and 4, above, was material. In making these misrepresentations, Johnson acted with scienter.

6. Johnson expected to receive 10% to 20% of the profits generated for each client who invested in the securities offered on the Global websites.

7. Sections 17(a)(1) and (3) of the Securities Act prohibit any person from employing any devices, schemes, or artifices to defraud, or engaging in any transaction, practice or course of business which operates or would operate as a fraud or deceit upon a purchaser in the offer or sale of a security. As a result of the conduct identified in paragraphs II.B.1. through II.B.6., Johnson violated Sections 17(a)(1) and (3) of the Securities Act by making material false statements regarding the Global securities he offered over the Internet.

In view of the foregoing, the Commission deems it appropriate that the Respondent be, and hereby is, ordered to cease and desist from committing or causing a violation and any future violation of the Sections 17(a)(1) and (3) of the Securities Act.

By the Commission.

Jonathan G. Katz

Secretary

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