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U.S. Securities and Exchange Commission

Before the

Securities Exchange Act of 1934
Release No. 51335 / March 9, 2005

Admin. Proc. File No. 3-11623

In the Matter of





On August 31, 2004, the Securities and Exchange Commission ("Commission") instituted public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Edward Landenbaum ("Landenbaum" or "Respondent").


Respondent has submitted an Offer of Settlement ("Offer") that 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 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 findings contained in Sections III.2 and III.5 below, which are admitted, Respondent consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 against Edward Landenbaum ("Order") as set forth below.


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

1. Respondent, 31 years old, is a resident of Brooklyn, New York. From September 1992 to May 1998, Respondent was a registered representative of American Bond Group, Inc., Westfield Financial, Allied Capital, Inc., Cortlandt Capital Corp., Paragon Capital, and Lloyd Wade Securities, Inc., all registered broker-dealers at the time of Respondent's association.

2. On January 7, 2005, a Final Judgment and Order on Consent was entered against Respondent, permanently enjoining him from future violations of Sections 5 and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Precious Stones Trading Worldwide, Inc., et. al, 00 Civ. 6097 (NRB), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that, in connection with the private placement offering of shares purportedly issued by Precious Stones Trading Worldwide, Inc. ("Precious Stones"), Respondent made numerous material misrepresentations to investors, including, among others: (a) misrepresentations concerning the business of Precious Stones; (b) misrepresentations that Precious Stones planned to conduct an initial public offering in the near future; (c) baseless price predictions; and (d) representations concerning how the proceeds of the offering would be used. The complaint also alleged that Respondent sold unregistered securities and acted as an unregistered broker because he was in the business of effecting transactions in securities for the account of others in return for transaction-based compensation.

4. Respondent participated in an offering of penny stock. He solicited investors to invest in Precious Stones by purchasing units, with each unit consisting of 1000 shares of common stock priced at $1.00 per share and 1000 common stock purchase warrants. The common stock purchase warrants entitled each investor to purchase one share of common stock at $0.10.

5. On September 17, 2002, Respondent pleaded guilty to one count of conspiracy to commit securities fraud in violation of 18 U.S.C. 371, and one count of securities fraud in violation of 15 U.S.C. 77q(a) and 77x, before the United States District Court for the Southern District of New York, in United States v. Edward Landenbaum, 00 CR 856.

6. The felony counts of the indictment to which Respondent pled guilty alleged, inter alia, that Respondent and his co-conspirators sold Precious Stones securities by soliciting customers to invest in Precious Stones by misrepresenting the company's business and the risks of investing.


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

Accordingly, it is hereby ORDERED:

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

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.

Respondent be and hereby is, barred from participating in any 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


Modified: 03/09/2005