UNITED STATES OF AMERICA
                                     before the
                        SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No.  41405 \ May 14, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9898

                                        :
          In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                                        :    PURSUANT TO SECTION 15(b) OF
          GILBERT A. ZWETSCH,           :    THE SECURITIES EXCHANGE ACT OF
                                        :    1934, MAKING FINDINGS AND
          Respondent.                   :    IMPOSING REMEDIAL SANCTIONS
                                        :

                                          I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that public
          administrative proceedings pursuant to Section 15(b)(6) of the
          Securities Exchange Act of 1934 ("Exchange Act") be and hereby
          are instituted against Gilbert A. Zwetsch ("Zwetsch").

               In anticipation of these proceedings, Zwetsch has submitted
          an Offer of Settlement ("Offer") to the Commission, which the
          Commission has determined to accept.  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, Zwetsch,
          without admitting or denying the findings contained herein,
          except that he admits to the Commission's jurisdiction over him
          and over the subject matter of this proceeding, and admits to the
          findings contained in paragraph II.A. herein, consents to the
          issuance of this Order Instituting Public Proceedings Pursuant to
          Section 15(b) of the Securities Exchange Act of 1934, Making
          Findings and Imposing Remedial Sanctions ("Order").






                                         II.

               Based on this Order and Zwetsch's Offer, the Commission
          finds that: [1]

               A.  Zwetsch has been permanently enjoined from future
          violations of Sections 5(a), 5(c) and 17(a) of the Securities Act
          of 1933 ("Securities Act"), Sections 10(b), 13(d), 13(g) and
          16(a) of the Exchange Act, and Rules 10b-5, 10b-9, 13d-1, 13d-2
          and 16a-3 thereunder by the United States District Court for the
          District of Columbia, in an action styled Securities and Exchange
          Commission v. Gilbert A. Zwetsch et al., Civ. No. 99-1088, by a
          final judgment dated May 12, 1999, based upon his participation
          in the offering of the common stock of Market America, Inc.
          ("Market America"), Masada Corporation ("Masada"), Olympus
          Ventures, Inc. ("Olympus"), and other issuers.

               B.  The Complaint alleges that Zwetsch arranged for a series
          of shell corporations, including Masada and Olympus, to register
          offerings of shares with the Commission using registration
          statements that were materially false and misleading because they
          failed to disclose that the officers and directors identified in
          them were Zwetsch's nominees; that Zwetsch beneficially owned all
          of the stock of the companies; or that Zwetsch planned to sell
          the shells and place the initial public offering shares with the
          purchasers of the shells after the registration statements for
          the shells became effective.  The Complaint further alleges that
          in the case of another shell, Atlantis Ventures, Inc.
          ("Atlantis"), Zwetsch provided half of Atlantis' stock to his co-
          defendant James H. Ridinger ("Ridinger"), who used the shell as a
          vehicle to take Market America, a direct sales venture, public
          through a reverse merger; that Zwetsch, in order to have Market
          America's shares listed for trading on the NASD Bulletin Board
          trading system, caused fraudulent documentation to be provided to
          the NASD to conceal his and Ridinger's interest in all of the
          premerger Atlantis shares; and that after the merger Zwetsch sold
          the resulting Market America shares without registration at
          prices  inflated as a result of his control of the supply and
          stimulation of demand; and

               C.  During the relevant time period, the common stock of
          Market America, Masada, and Olympus were "penny stocks," within
          the meaning of Section 3(a)(51) of the Exchange Act and Rule
          3a51-1 thereunder, and the distributions described above each
          constituted "an offering of a penny stock," within the meaning of
          Section 15(b)(6) of the Exchange Act.

          **FOOTNOTES**

            [1]:  The findings herein are made pursuant to Zwetsch's Offer 
            and are not binding on any other person or entity named as a 
            respondent in this or any other proceeding.
            





                                        III.

               Based on the foregoing, the Commission deems it appropriate
          and in the public interest to accept the Offer submitted by
          Zwetsch and accordingly,

               IT IS HEREBY ORDERED, effective immediately, that Zwetsch
          be, and hereby is, barred from participating in any offering of
          penny stock.

               By the Commission.



                                                  Jonathan G. Katz
                                                  Secretary