United States of America
before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 46749 / October 30, 2002

Administrative Proceeding
File No. 3-10924

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Sidney A. Johnson ("Johnson") and Leslie H. Fleishman ("Fleishman") (collectively, "Respondents").

II.

In anticipation of the institution of these proceedings, each of the Respondents 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 Commission's findings set forth herein, except those findings pertaining to the jurisdiction of the Commission over them and over the subject matter of these proceedings, and the entry of a Final Judgment of Permanent Injunction and Other Relief, as described in Section III, paragraphs F and G, below, which they admit, each Respondent consents to the entry of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Order").

Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Respondents pursuant to Section 15(b)(6) of the Exchange Act.

III.

On the basis of this Order and each Respondent's Offer, the Commission finds that:

A. Johnson, 65, is the promoter who, at all relevant times, controlled both Kultivar, Inc. and MedCom Health Products, Inc.

B. Fleishman, 60, was, at all relevant times, the president and sole owner of an unregistered broker-dealer in California.

C. On December 15, 2000, the Commission filed a complaint in the United States District Court for the District of Vermont, against Johnson, Fleishman and others, captioned SEC v. Kultivar, et al. (Civil Action No. 1:00-CV-466 (Murtha)). The complaint alleged that Johnson violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The complaint alleged that Johnson played a substantial role in fraudulently inducing investments in Kultivar, Inc. ("Kultivar") and MedCom Health Products, Inc. ("MedCom") by, among other things, misrepresenting to potential investors that: (1) Kultivar had developed and was ready to market a line of herbal products; (2) Kultivar had obtained FDA approval for or applied for patents on its products; (3) Kultivar owned agricultural land and buildings valued at more than $2.7 million; (4) within 90 days of the close of the private offering, major brokerage firms were going to underwrite a Kultivar initial public offering at between $15 and $25 per share; and (5) Lockheed Martin had expressed an interest in taking an equity position in MedCom. According to the complaint, the defendants raised more than $2.4 million from 150 investors.

D. As to Fleishman, the complaint alleged that he violated Sections 5(a), 5(c), and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. The complaint alleged that Fleishman played a substantial role in fraudulently inducing investments in Kultivar and MedCom by making material misrepresentations to potential investors, including, among other things, that: (1) Kultivar had developed and was ready to market a line of herbal products; (2) Kultivar had obtained FDA approval for or applied for patents on its products; (3) Kultivar owned agricultural land and buildings valued at more than $2.7 million; (4) Kultivar was a "can't lose situation" because it would go public by January 1999 at between $8 and $11 per share; and (5) Lockheed Martin had expressed an interest in taking an equity position in MedCom. According to the complaint, the defendants raised more than $2.4 million from 150 investors, and Fleishman's unregistered broker-dealer received commissions representing 35% to 60% of the funds it raised.

E. Through the conduct described in Section III, paragraphs C and D above, Johnson and Fleishman participated in the offering of the common stock of MedCom, which was a penny stock.

F. On May 20, 2002, without admitting or denying any of the allegations in the complaint, except as to jurisdiction, which he admitted, Johnson consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Other Relief as to Defendant Sidney A.Johnson ("Johnson Judgment"). On August 20, 2002, the United States District Court for the District of Vermont entered the Johnson Judgment: (i) permanently enjoining Johnson from, directly or indirectly, violating Sections 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (ii) ordering that Johnson is liable for disgorgement of $80,000 plus prejudgment interest, but waiving payment of all but $17,000 of the disgorgement and not imposing a civil monetary penalty based on the sworn representations in his statement of financial condition and other documents provided to the Commission.

G. On May 8, 2002, without admitting or denying any of the allegations in the complaint, except as to jurisdiction, which he admitted, Fleishman consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Other Relief as to Defendant Leslie H. Fleishman ("Fleishman Judgment"). On August 20, 2002, the United States District Court for the District of Vermont entered the Fleishman Judgment: (i) permanently enjoining Fleishman from, directly or indirectly, violating Sections 5(a), 5(c), and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder; and (ii) ordering that Fleishman is liable for disgorgement of $70,000 plus prejudgment interest, but waiving payment and not imposing a civil monetary penalty based on the sworn representations in his statement of financial condition and other documents provided to the Commission.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept each Respondent's Offer and to impose the sanctions agreed to in the Offers.

Accordingly, IT IS HEREBY ORDERED, that:

A. Johnson be, and hereby is, barred from participating in any offering of penny stock, including: acting as a promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock;

B. Fleishman be, and hereby is, barred from association with any broker or dealer; and

C. Fleishman be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent, or other person who engages inactivities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or inducing or attempting to induce the purchase or sale of any penny stock.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-46749.htm