UNITED STATES SECURITIES AND EXCHANGE COMMISSION

   Securities Act of 1933
   Rel. No. 7680 / May 11, 1999

   Administrative Proc.
   File No. 3-9896

   COMMISSION INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST THREE ALLEGING
   FRAUD IN OFFERING OF PRIME BANK SECURITIES

   The Commission today announced the institution of an administrative
   proceeding against three individuals alleged to have offered, during
   the spring and summer of 1998, prime bank investments to an Arizona
   Corporation Commission undercover investigator. The individuals,
   Robert J. Stahl of Chandler, Arizona, Elizabeth A. Boyd of Canada and
   Ft. Myers, Florida, and Bobby L. Rodgers of Germantown, Tennessee, are
   alleged to have offered to the investigator interests in various
   "high-yield" investment programs involving the use of so-called "prime
   bank guarantees" or the trading of putative bank instruments on
   overseas markets. In the order instituting proceedings, the Division
   of Enforcement alleges that none of these investment vehicles, in
   fact, existed, and that the respondents solicited investments in these
   programs using materially false and misleading statements.

   The order alleges that Stahl gave the investigator information on a
   series of putative investments described on a website he created
   called "Inve$tit Opportunities." It further alleges that Stahl put the
   investigator in contact with a friend who had the investigator contact
   Boyd for additional information about the investment programs. The
   order further alleges that Stahl and, later, Boyd, solicited the
   investigator to make an investment in a non-existent high-yield
   investment program that would purportedly engage in offshore trading
   of prime bank debt instruments. Subsequently, Boyd and another
   individual, David V. Francis, II, of Bowling Green, Kentucky,
   allegedly attempted to sell the investigator an interest in a second
   fictitious investment program, which they claimed could return the
   investor 80% every ten banking days, through the trading of "medium
   term bank debentures" in London, England. According to the order's
   allegations, all information and documents relating to this second
   program given to the investigator by Boyd and Francis originated with
   Rodgers, who was to receive half of all gross returns generated from
   the purported trading of the bank instruments. No investor funds were
   lost as a result of the conduct described in the order. As a result of
   the actions described in the order, the Division of Enforcement
   alleges that each of the respondents violated Sections 17(a)(1) and
   17(a)(3) of the Securities Act, and that Rodgers also caused
   violations of those provisions.