Jesse Dean Bogdonoff

SECURITIES EXCHANGE ACT OF 1934
Release No. 50281 / August 27, 2004

INVESTMENT ADVISERS ACT OF 1940
Release No. 2284 / August 27, 2004

Admin. Proc. File No. 3-11614

In the Matter of JESSE DEAN BOGDONOFF, Respondent.

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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b)(6) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Jesse Dean Bogdonoff ("Bogdonoff" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purposes 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 herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. Jesse Dean Bogdonoff, age 42, is a resident of Penngrove, California. From November 1993 to May 1997, Bogdonoff was associated with an investment adviser registered with the Commission. From at least June 1999 to November 2001, Bogdonoff was associated with an unregistered investment adviser. From May 1999 to December 2001, Bogdonoff was associated with a broker-dealer registered with the Commission. Bogdonoff currently holds Series 6, 7, 24, 26, 63 and 65 securities licenses.

2. On August 9, 2004, judgment was entered by consent against Bogdonoff, permanently enjoining him from future violations of Sections 206(1) and 206(2) of the Advisers Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Jesse Dean Bogdonoff and Wellness Technologies, Inc. (Civil Case No. C-03-4384-MJJ) in the United States District Court for the Northern District of California.

3. The Commission's complaint alleged, among other things, that from June 1999 to November 2001, Bogdonoff, while acting as an investment adviser, made material misrepresentations to induce an advisory client to invest $24.5 million in three unsuitable, highly speculative investments. The complaint further alleged that within two and one-half years all of the investments were in default, and the client was unable to recover its funds. In addition, the complaint alleged that Bogdonoff and a firm he controlled obtained ill-gotten gains as a result of their fraudulent conduct, including at least $2 million in commissions from companies whose securities they recommended to the client and $540,000 in advisory fees charged directly to the client.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the Advisers Act, Respondent Bogdonoff be, and hereby is, barred from association with any broker, dealer or investment adviser.

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.