UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 44684 / August 13, 2001

ADMINISTRATIVE PROCEEDING
FILE NO. 3-10556

In the Matter of Richard H. Steinberg

: : : : :

ORDER INSTITUTING A PUBLIC PROCEEDING PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING PENNY STOCK BAR

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a proceeding be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Richard H. Steinberg ("Steinberg").

In anticipation of the institution of these proceedings, Steinberg has submitted to the Commission an Offer of Settlement 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, except the jurisdiction of the Commission over him and over the matters set forth herein, and the facts contained in paragraphs III(B) and (C) below, which are admitted, Steinberg consents to the entry of this Order Instituting a Public Proceeding, Making Findings and Imposing Penny Stock Bar ("Order").

II.

Accordingly, IT IS ORDERED that a proceeding pursuant to Section 15(b)(6) of the Exchange Act is hereby instituted against Richard H. Steinberg.

III.

On the basis of this Order and the Offer of Settlement submitted by Steinberg, the Commission finds that:

A. Steinberg participated in an offering of the penny stock of Music Tones Limited ("Music Tones");

B. On July 12, 2001, in Securities and Exchange Commission v. Richard H. Steinberg, et al., (Civil Action 99-B-1488) (D. Colo.), the United States District Court for the District of Colorado entered a final judgment permanently enjoining Steinberg from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and

C. The Commission alleged in Securities and Exchange Commission v. Richard H. Steinberg, et al., that from at least January 1997 to March 1997, Steinberg engaged in a scheme to manipulate the market for Music Tones stock by employing various deceptive trading practices such as matched orders. The Commission further alleged that: Music Tones was a public corporation that registered its stock under Section 12(g) of the Exchange Act; Music Tones shares traded on the OTC Bulletin Board at prices between 3.125 cents per share and $3.50 per share; the manipulative trading began the day after Music Tones announced a proposed merger between Simplex Medical Systems, Inc. and Music Tones; and immediately prior to the merger, Steinberg controlled all of the Music Tones shares issued and outstanding.

IV.

In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer of Settlement.

Accordingly, IT IS ORDERED THAT Steinberg be and hereby is barred from participating in any offering of penny stock.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-44684.htm