Alan S. Lipstein

SECURITIES EXCHANGE ACT OF 1934
Release No. 46241 / July 22, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10841

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 they hereby are, instituted against Alan S. Lipstein ("Lipstein" or "Respondent").

II.

In anticipation of the institution of these administrative proceedings, Respondent has submitted an Offer of Settlement ("Offers"), 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, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.100 et seq., and without admitting or denying the findings herein, except that Respondent admits the entry of the injunction set forth in paragraph III.3 and the jurisdiction of the Commission over him and over the subject matter of this proceeding, Respondent consents to the issuance by the Commission of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order").

III.

On the basis of this Order and Respondent's Offer, the Commission makes the following findings:

1. Alan S. Lipstein, age 53, is a resident of Tampa, Florida.

2. Between approximately November 2001 and January 2002, Lipstein participated in an offering of common stock of Tel-One, Inc. ("Tel-One"), which was a penny stock.

3. On July 12, 2002, the United States District Court for the Middle District of Florida, without making any findings of fact or conclusions of law, entered a final judgment against Lipstein in a civil injunctive action entitled Securities and Exchange Commission v. Tel-One, Inc., et al., Civil Action No. 8:02-CV0120-T-30-TGW. The final judgment, among other things, permanently enjoins Lipstein from violating Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The final judgment also ordered Lipstein to pay disgorgement and civil money penalties. Lipstein consented to the entry of the final judgment without admitting or denying any of the allegations contained in the Commission's complaint, except as to jurisdiction and venue.

4. The Commission's complaint in that action alleged, among other things, that Lipstein and others violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the dissemination of false and misleading information regarding Tel-One. The complaint further alleged that at the time of the dissemination of that information, Lipstein, or companies he controlled, profited from the sale of Tel-One stock.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and accordingly,

IT IS HEREBY ORDERED, pursuant to Section 15(b)(6) of the Exchange Act, that Lipstein be, and hereby is, barred from participating in an offering of a 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.

By the Commission.

Jonathan G. Katz
Secretary