UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 47002 / December 16, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10975

In the Matter of ALLEN E. WEINTRAUB and FLORIDA STOCK TRANSFER, INC., Respondent.

: : : : : : : :

ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTIONS 17A AND 15(b) EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that public administrative proceedings be instituted pursuant to Sections 17A and 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondents Allen E. Weintraub ("Weintraub") and Florida Stock Transfer, Inc. ("FST").

II.

In anticipation of the institution of these proceedings, Respondents Weintraub and FST submitted Offers of Settlement ("Offers") 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 in which the Commission is a party, and without admitting or denying the findings, except as to the jurisdiction of the Commission over Respondents Weintraub and FST and over the subject matter of this proceeding, and as to the entry of their respective injunctions set forth below, which are admitted, consent to the entry of the findings and remedial sanctions set forth below.

Accordingly, IT IS ORDERED that proceedings pursuant to Sections 17A and 15(b) of the Exchange Act be, and, they hereby are, instituted.

III.

On the basis of this Order Instituting Administrative Proceedings Pursuant to Sections 17A and 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order") and the Offers submitted by Respondents Weintraub and FST, the Commission finds that:

A. FST, a Florida corporation located in Aventura, Florida, has been registered as a transfer agent with the Commission since February 5, 2001, pursuant to Section 17A(c)(1) of the Exchange Act. Weintraub, 37, of Golden Beach, Florida, is FST's president, secretary, treasurer and sole director since its inception.

B. Weintraub registered FST with the Commission as a transfer agent. Weintraub exercised sole control over the activities of FST, which, at all relevant times, performed transfer agent functions for an entity controlled by Weintraub.

C. On November 4, 2002, a final judgment was entered by consent against Weintraub, permanently enjoining him from, among other things, future violations of Sections 17(a)(1), 17(a)(3), and 17A(d)(1) of the Exchange Act and Rules 17Ac2-1, 17Ad-6(a)(1), 17Ad-6(a)(8), 17Ad-6(b), 17Ad-6(c), 17Ad-7(a), 17Ad-7(c), 17Ad-7(d), 17Ad-10(b), 17Ad-10(e), 17Ad-10(h), 17Ad-11, 17Ad-12, 17Ad-15(c), 17Ad-15(e)(1), 17Ad-16(a), 17Ad-17(c), and 17f-2 thereunder, in the civil action entitled Securities and Exchange Commission v. Florida Stock Transfer, Inc., et al., Civil Action Number 02-23048-CIV-UNGARO-BENAGES/BROWN, in the United States District Court for the Southern District of Florida.

D. On November 4, 2002, a final judgment was also entered by consent against FST, permanently enjoining it from future violations of Sections 17(a)(1), 17(a)(3), and 17A(d)(1) of the Exchange Act and Rules 17Ac2-1, 17Ad-6(a)(1), 17Ad-6(a)(8), 17Ad-6(b), 17Ad-6(c), 17Ad-7(a), 17Ad-7(c), 17Ad-7(d), 17Ad-10(b), 17Ad-10(e), 17Ad-10(h), 17Ad-11, 17Ad-12, 17Ad-15(c), 17Ad-15(e)(1), 17Ad-16(a), 17Ad-17(c), and 17f-2 thereunder, in the civil action entitled Securities and Exchange Commission v. Florida Stock Transfer, Inc., et al., Civil Action Number 02-23048-CIV-UNGARO-BENAGES/BROWN, in the United States District Court for the Southern District of Florida.

E. The Commission's complaint alleged, among other things, that FST engaged in severe and pervasive violations of the transfer agent rules under the federal securities laws. In particular, the complaint alleged, in part, that FST did not produce all documents requested by SEC examiners during an examination of FST, did not create and maintain a daily log, and kept an incomplete and inaccurate master securityholder file. The complaint also alleged that Weintraub aided and abetted FST's violations of the transfer agent rules under the federal securities laws.

IV.

Based on the foregoing, the Commission deems it appropriate in the public interest to impose the sanctions specified in Respondents Weintraub and FST's Offers.

Accordingly, IT IS ORDERED that:

A. Weintraub be, and hereby is, barred from association with any transfer agent registered under Section 17A of the Exchange Act.

B. The transfer agent registration of FST is revoked pursuant to Section 17A(c) of the Exchange Act.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-47002.htm