SECURITIES EXCHANGE ACT OF 1934
Release No. 47050 / Decmeber 19, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10986

In the Matter of

STEPHEN E. SOKOLOFF

Respondent.

)
)
)
)
)
)
)

ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTION 15(b)(6)
OF THE SECURITIES EXCHANGE
ACT OF 1934, MAKING FINDINGS
AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding be, and hereby is, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Stephen E. Sokoloff ("Respondent").

II.

Respondent has submitted an Offer of Settlement ("Offer") that the Commission has determined to accept. On the basis of the foregoing, Respondent hereby:

  1. Admits the jurisdiction of the Commission over him and over the matters set forth in the Order Instituting Proceedings Pursuant to Section 15(b)(6) of the Securities and Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions;

  2. 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 Commission's findings contained in the Order, except as to the fact of his criminal conviction set forth in paragraph III.B.1 below, which is admitted, consents to the entry of an Order by the Commission containing the following findings and remedial sanctions set forth below:

III.

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

A. Respondent

Stephen E. Sokoloff, 38, was a registered representative at A.S. Goldmen & Co., Inc. ("Goldmen"), a broker dealer registered with the Commission, from April 1993 - April 1996. Sokoloff was also a registered representative at the following broker-dealers: Meyers Pollock Robbins, Inc. (April 1996 - April 1997); Joseph Stevens & Company, Inc. (April 1997 - March 1999) and; The Agean Group, Inc. (March 1999 - June 1999). Sokoloff is a resident of New Jersey.

B. State Criminal Conviction

  1. On August 2, 1999, Sokoloff was criminally convicted of the crime of scheme to defraud upon the entry of his plea of guilty by the Supreme Court for the State of New York and was sentenced to probation and to pay forfeiture in the amount of $100,000.

  2. Based upon the plea allocution upon which his conviction was based, Sokoloff, acting as a registered representative of Goldmen, engaged in fraud by: (1) misrepresenting and failing to disclose material facts concerning the true market, liquidity, safety and suitability of certain securities that he sold to investors, including Goldmen's interest in and control of the trading of those securities; (2) misrepresenting and failing to disclose material facts concerning the business, business plans, profitability and financial stability of the issuers of those securities; (3) refusing to execute customer sell orders; (4) engaging in unauthorized transactions in customer accounts and the suppression of customer complaints by improper compensation to avoid regulatory reporting; and (5) falsifying business records to conceal prohibited transactions in brokerage accounts in which he had a beneficial interest.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and to impose the sanctions that are set forth in the Offer.

ACCORDINGLY, IT IS ORDERED that, pursuant to Section 15(b)(6) of the Exchange Act, Respondent be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary