UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7658 / March 22, 1999 SECURITIES EXCHANGE ACT OF 1934 Release No. 41197 / March 22, 1999 ADMINISTRATIVE PROCEEDING File No. 3 - 9153 - - - - - - - - - - - - - - - - - - - In the Matter of : ORDER MAKING : FINDINGS, Miron Leshem : IMPOSING REMEDIAL : SANCTIONS : AND IMPOSING A Respondent : CEASE-AND- : DESIST ORDER - - - - - - - - - - - - - - - - - - - I. In connection with a public administrative proceeding instituted against him pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Miron Leshem ("Leshem") has submitted an Offer of Settlement ("Offer") to the Securities and Exchange Commission ("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 contained herein, except as to jurisdiction which is admitted, Leshem consents to the entry of the findings and remedial sanctions set forth below. II. On the basis of this Order and the Offer submitted by Leshem, the Commission makes the following findings[1]: A. Miron Leshem ("Leshem"), at the time of the conduct in question was 32 years old, and a resident of Florida. Although Leshem was previously a registered representative, at the time of the conduct in question he was not, and currently is not, associated with a registered broker-dealer. B. Debbie Reynolds Hotel & Casino, Inc. f/k/a Halter Venture Corp. is located in Las Vegas, Nevada. It is a hotel business. The company's securities are registered with the Commission pursuant to Section 12(g) of the Exchange Act and are listed on the Over-the-Counter Bulletin Board under the symbol DEBI. C. During the period from at least in or about the beginning of November 1995 through in or about the end of November 1995, Leshem offered to pay, and did pay, undisclosed compensation to person(s) whom he believed to be registered representative(s) or registered principal(s), to induce such registered representatives, registered principals or persons to purchase DEBI stock for the accounts of customers. For example, between on or about November 14 and November 24, 1995, Leshem directly or indirectly transferred, or caused to be transferred, a total of 1,500 shares of DEBI stock in undisclosed compensation to a broker-dealer for having previously purchased 10,000 shares of DEBI at approximately $2.00 per share by the broker-dealer. Accordingly, Leshem willfully violated, and committed and caused violations of, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. III. Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions and issue the cease-and-desist order as specified in the Offer of Settlement. Accordingly, IT IS HEREBY ORDERED that: 1. Respondent Leshem, effective immediately, cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 2. Respondent Leshem, effective immediately, be and hereby is barred from participation in penny stock offerings; and 3. Respondent Leshem, prior to the close of business on the thirtieth business day after the date of this Order, pay disgorgement in the amount of $3,000, plus interest from November 1995 to the date of the Order,[2] to the United States Treasury. Such payment shall be: (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the U.S. Securities and Exchange Commission; (c) hand-delivered to the Comptroller, Securities and Exchange Commission, Mail Stop 0-3, 450 Fifth Street, N.W., Washington, D.C. 20549; and (d) submitted under cover letter which identifies Leshem as the Respondent in this proceeding, the file number of this proceeding, 3-9153, and a copy of which cover letter and money order or check shall be sent to Thomas A. Capezza, Senior Attorney, Northeast Regional Office, Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New York, New York 10048. For the Commission, by its Secretary, pursuant to delegated authority. Jonathan G. Katz Secretary **FOOTNOTES** [1]: Any findings contained herein are made pursuant to Respondent Leshem's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. [2]: The amount of prejudgment interest is to be calculated using the Internal Revenue Service late payment rate. SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Making Findings, Imposing Remedial Sanctions and Imposing a Cease- and-Desist Order on each person named as a party in the order and their legal agent. The attached Order Making Findings, Imposing Remedial Sanctions and Imposing a Cease-and-Desist Order against Miron Leshem has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge U.S Securities and Exchange Commission 450 Fifth Street, N.W. Mail Stop 11-6 Washington, D.C. 20549 Securities and Exchange Commission Division of Enforcement 450 Fifth Street, N.W. Mail Stop 8-9 Washington, D.C. 20549 Attention: Office of Chief Counel, Div. of Enforcement Joanne Cronrath Bamberger, Esq. Securities and Exchange Commission Northeast Regional Office 7 World Trade Center - 13th Floor New York, New York 10048 Attention: Thomas A. Capezza, Esq. James Q. Walker, Esq. Richards, Spears, Kibbe & Orbe One Chase Manhattan Plaza New York, New York 10005-1413 Counsel to Respondent Miron Leshem 8196 Mizner Lane Boca Raton, Florida 33433