Jeffrey M. Goldberg

SECURITIES EXCHANGE ACT OF 1934
Release No. 47776 / April 30, 2003
ADMINISTRATIVE PROCEEDING
File No. 3-10997

I.

The Securities and Exchange Commission ("Commission") deems it appropriate to accept the Offer of Settlement ("Offer") submitted by Jeffrey M. Goldberg ("Goldberg" or "Respondent") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of this public administrative proceeding instituted against him by the Commission on December 23, 2002 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

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 findings herein, except as to the Commission's jurisdiction over him and over the subject matter of these proceedings, and the entry of a permanent injunction as set forth in III.2. below, which are admitted, Respondent consents to the entry by the Commission of this Order.

III.

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

1. From 1996 to mid-1999, Goldberg was associated with a broker-dealer that was not registered with the Commission. Goldberg, 53 years old, is a resident of Ft. Lauderdale, Florida.

2. On April 18, 2002, a final judgment was entered by consent against Goldberg, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. William J. Tishman, et al., Civil Action Number 01-6952-CIV-DIMITROULEAS, in the United States District Court for the Southern District of Florida. On August 27, 2002, an order imposing disgorgement with prejudgment interest in the amount of $1,487,271 and a civil penalty in the amount of $50,000 was entered against Goldberg by the U.S. District Court.

3. The Commission's complaint alleged that Goldberg and others engaged in a fraudulent scheme wherein they sold unregistered stock, stock options and warrants in four offerings of Medical Research Industries, Inc., misrepresenting the use of the investors' proceeds and the existence or amount of sales commissions. The Complaint also alleged that Goldberg either knew, or was reckless in not knowing, that commissions were paid to sales persons when the offerings represented that no commissions would be paid, or in the last two offerings, that limited commissions would be paid.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and impose the sanctions specified therein.

Accordingly, IT IS ORDERED that:

Pursuant to Section 15(b)(6) of the Exchange Act, Respondent Goldberg be, and hereby is, barred from association with any broker or dealer.

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

Jonathan G. Katz
Secretary