UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7848 \ April 7, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 42651 \ April 7, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10033

I.

In connection with public administrative and cease-and-desist proceedings previously instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b)(6), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Aaron Finkelstein ("Finkelstein") has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. See Order Instituting Administrative and Cease-and-Desist Proceedings, File No. 3-10033 (September 27, 1999). Finkelstein hereby withdraws his Answer of Aaron Finkelstein, dated October 22, 1999. Prior to a hearing pursuant to the Commission's Rules of Practice [17 C.F.R. §§ 201.1 et seq.], and without admitting or denying the findings contained in this Order except as to jurisdiction, which is admitted, Finkelstein consents to the entry of this Order.

II.

On the basis of this Order and the Respondent's Offer, the Commission makes the following findings:¹

A. Summary

This matter involves violations by Finkelstein of Section 17(a) of the Securities Act in connection with transactions in the common stock of The Tracker Corporation of America ("Tracker"). In early 1995, Finkelstein, a registered representative, recommended shares of Tracker common stock to his clients, and failed to disclose he had received compensation from Corporate Relations Group, Inc. ("CRG"), a public relations firm for Tracker. Finkelstein accepted $3,743.75 from CRG.

B. Respondent

Aaron Finkelstein was at all relevant times a registered representative at Oppenheimer & Co., Inc. Finkelstein currently is associated with Sandgrain Securities, Inc.

C. Other Relevant Entities

1. Corporate Relations Group, Inc. is a public relations firm located in Winter Park, Florida. During the relevant time, CRG provided public relations services for its clients through various financial publications and through its sales personnel, whose primary function was to interest brokers in soliciting their clients to purchase the stocks CRG was promoting.

2. The Tracker Corporation of America was, during the relevant time, a Delaware corporation whose common stock, which was not registered with the Commission, traded on the OTC Bulletin Board. The company provided services to locate lost property.

D. Facts

Tracker retained CRG in early 1994 to promote the company, which campaign CRG began that summer. Finkelstein acted in violation of Section 17(a) of the Securities Act in connection with Tracker common stock by receiving compensation from CRG without disclosing to his clients that he received the compensation. CRG paid Finkelstein a total of $3,743.75.

E. Violations

A registered representative's failure to disclose to his customers or prospects that he has received or will receive compensation to recommend a security violates Section 17(a) of the Securities Act. Respondent willfully violated, and committed or caused violations of, Section 17(a) of the Securities Act by recommending shares of Tracker common stock to his clients and failing to disclose he received compensation from CRG, a public relations firm for Tracker.

III.

Based on the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to accept the Respondent's Offer and to impose the remedial relief specified in the Offer.

Accordingly, IT IS ORDERED, pursuant to Section 8A of the Securities Act, that Respondent Aaron Finkelstein cease and desist from committing or causing any violation, and any future violation, of Section 17(a) of the Securities Act.

IT IS FURTHER ORDERED that Respondent Aaron Finkelstein shall, within thirty (30) days of the entry of this Order, pay disgorgement and prejudgment interest in the total amount of $5,607.48 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (D) submitted under cover letter that identifies Aaron Finkelstein as a Respondent in these proceedings and the file number of these proceedings, a copy of which shall be sent to Thomas Newkirk, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0801.

IT IS FURTHER ORDERED that Respondent Aaron Finkelstein shall, within thirty (30) days of the entry of this Order, pay a civil money penalty in the amount of $5,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (D) submitted under cover letter that identifies Aaron Finkelstein as a Respondent in these proceedings and the file number of these proceedings, a copy of which shall be sent to Thomas Newkirk, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0801.

IT IS FURTHER ORDERED, that Respondent Aaron Finkelstein be, and hereby is, suspended from association with any broker or dealer for a period of nine months, effective on the second Monday following the entry of this Order.

IT IS FURTHER ORDERED that Respondent Aaron Finkelstein shall provide to the Commission, within 30 days after the end of the nine-month suspension period described above, an affidavit that he has complied fully with the suspension described in this Order.

By the Commission.

Jonathan G. Katz

Secretary

Footnote

http://www.sec.gov/litigation/admin/33-7848.htm