"Part 18" of 8K
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the Exchange Act [15 U.S.C. Section 78j(b)], and Rule 10b-5 thereunder [17
C.F.R. Section 240.10b-5].
3. Defendants SGA Goldstar Research, Inc., Theodore R.
Melcher, Jr., Shannon B. Terry, Alpha Securities Ltd., and Dunbar Holdings
Ltd., and each of them, and their officers, agents, servants, employees,
attorneys, and those persons in active concert or participation with them, and
each of them, ARE HEREBY RESTRAINED AND ENJOINED from directly or indirectly,
using any means or instruments of transportation or communication in interstate
commerce or by the use of the mails,
to publish, give publicity to, or circulate any
notice, circular, advertisement, newspaper, article,
letter, investment service, or communication which,
though not purporting to offer a security for sale,
describes such security for a consideration received
or to be received, directly or indirectly, from an
issuer, underwriter, or dealer, without fully
disclosing the receipt, whether past or prospective,
of such consideration and the amount thereof,
in violation of Section 17(b) of the Securities Act [15 U.S.C. Section
77q(b)];
4. Defendant Systems of Excellence, Inc., and its
officers, agents, servants, employees, attorneys, and those persons in active
concert or participation with it, ARE HEREBY RESTRAINED AND ENJOINED from,
a. Failing to file with the Commission, in
accordance with such rules and regulations as the Commission may
prescribe as necessary or appropriate for the proper protection of
investors and to insure fair dealing in the
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security,
(1) such information and documents (and
such copies thereof) as the Commission shall require to keep
reasonably current the information and documents required to
be included in or filed with an application or registration
statement filed pursuant to Section 12 of the Exchange Act [15
U.S.C. Section 78l], and
(2) such annual reports (and copies
thereof), certified if required by the rules and regulations
of the Commission by independent public accountants, and such
quarterly reports (and such copies thereof), as the Commission
may prescribe, and
b. filing or causing to be filed with the
Securities and Exchange Commission any report required to be filed
pursuant to Section 13(a) of the Exchange Act [15 U.S.C. Section
78m(a)] and the rules and regulations promulgated thereunder, which
contains any untrue statement of material fact, which omits to state
any material fact necessary in order to make the statements made, in
the light of the circumstances under which they were made, not
misleading, or which omits to disclose any information required to be
disclosed,
in violation of Sections 10(b) and 13(a) of the Exchange Act [15 U.S.C.
Sections 78j(b) and 78m(a)], and Rules 10b-5, 12b-20, 13a-1, 13a-11, and
13a-13, thereunder [17 C.F.R. Sections 240.10b-5, 240.12b-20, 240.13a-1,
240.13a-11, 240.13a-13, 240.13a-13], thereunder.
5. Defendant Systems of Excellence, Inc., and its
officers, agents, servants, employees, attorneys, and those persons in active
concert or participation with |
