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To: Sir Auric Goldfinger who wrote (4437)	9/28/1999 11:05:00 AM
From: StockDung	Respond to of 10354

P.T. Dolok Permai and Oxford International Asset Management, Inc. purchased substantial portions of the Regulation S stock for their own account. Such entities may have acted as underwriters with regard to other portions of the Regulation S shares which were sold as reflected in the foregoing table. sec.gov Part II - Other InformationItem 5. Other Information. At the regular scheduled Annual Shareholder's Meeting held August 9, 1996 at the Registrant's corporate headquarters in Salt Lake City, Utah, an Amendment to the Articles of Incorporation of the Registrant to change the name Automated Compliance & Training, Inc., to Chequemate International, Inc. was presented for a vote with an affirmative vote of at least a majority needed to effect the Amendment. The Amendment was passed with an effective date of September 1, 1996 on the affirmative vote of 9,147,042 shares or 72.2% of outstanding stock of the Registrant. Current market analysis and feedback has shown that the Chequemate System has application in a wide range of market segments ranging from large corporations to banks and all areas of the financial community. Therefore, the name change was recommended to capitalize on the potential of the Chequemate patented system. The new corporate structure will increase market penetration and enhance market name recognition. Sales of Equity Securities Pursuant to Regulation S. The following table shows sales of securities of the Registrant sold in the last three years pursuant to Regulation S. The sales transactions were generally completed pursuant to written subscription agreements. The subscription agreements were executed in reliance upon the transaction exemption afforded by Regulation S. The facts relied upon to satisfy the exemption were as follows: (a) The Regulation S stock purchasers (the "Purchasers") were not U.S. persons as that term is defined under Regulation S. (b) At the time the buy order was originated, Purchasers were outside the U.S. and were outside the U.S. as of the date of the execution and delivery of the subscription agreements. (c) Purchasers purchased the shares for their own accounts and not on behalf of any U.S. person; the sales had not been pre-arranged with a purchaser in the U.S.; and all offers and resales of the securities were only made in compliance with the provisions of Regulation S. (d) The Purchasers were not entities organized under foreign law by a U.S.person, as defined in Regulation S Rule 902(o), for the purpose of investing in unregistered securities, unless the Purchasers were organized and owned by accredited investors, as defined in Regulation D, Rule 501(a), who are not natural persons, estates or trusts. (e) The transactions were not purchases pursuant to a fiduciary account where a U.S. person, as defined in Regulation S Rule 902(o), had discretion to make investment decisions for the account. (f) To the knowledge of the Registrant, all offers and sales of the Regulation S shares by Purchasers prior to the expiration of a 40-day restricted period were only to be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of securities under the 1933 Act, or pursuant to an exemption from registration. All offers and sales after the expiration of the restricted period were to be made only pursuant to such a registration or to such exemption from registration. The restricted period referred to herein began on the closing of the offering or upon the completion of the distribution of the offering, as announced by the Registrant to all purchasers under the offering. (g) All offering documents received by Purchasers included statements to the effect that the shares had not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons unless the shares are registered under the Securities Act of 1933 or an exemption from the registration requirements was available. (h) The Purchasers acknowledged that the purchase of the shares involved a high degree of risk and further acknowledged that they could bear the economic risk of the purchase of the shares, including the total loss of their investment. (I) The Purchasers understood that the shares were being offered and sold to them in reliance on specific exemptions from the registration requirements of United States Federal and State securities laws and that the Registrant was relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchasers set forth in the subscription agreements in order to determine the applicability of such exemptions and the suitability of the Purchasers to acquire shares. Date of Sale Title of Security Amnt of Securities Offering Price Nov-07-1994 Common Stock 40,000 $2.50 Nov-22-1994 Common Stock 20,000 $2.50 Dec-01-1994 Common Stock 40,000 $2.50 Dec-21-1994 Common Stock 40,000 $2.50 Dec-21-1994 Common Stock 20,000 $2.50 Jan-06-1995 Common Stock 60,000 $2.50 Feb-02-1995 Common Stock 54,545 $2.75 Mar-02-1995 Common Stock 60,000 $2.50 Apr-04-1995 Common Stock 44,444 $3.375 May-11-1995 Common Stock 42,857 $3.50 Jun-06-1995 Common Stock 41,379 $3.625 Jun-29-1995 Common Stock 41,379 $3.625 Aug-10-1995 Common Stock 110,345 $3.625 Sep-06-1995 Common Stock 160,000 $3.75 Dec-28-1995 Common Stock 28,571 $3.50 Jan-16-1996 Common Stock 14,285 $3.50 Jan-30-1996 Common Stock 29,070 $3.44 Feb-23-1996 Common Stock 27,548 $3.63 Mar-12-1996 Common Stock 27,548 $3.63 Apr-02-1996 Common Stock 27,548 $3.63 May-01-1996 Common Stock 41,322 $3.63 May-31-1996 Common Stock 28,571 $3.50 Jul-01-1996 Common Stock 28,571 $3.50 Aug-01-1996 Common Stock 29,630 $3.38 Aug-08-1996 Common Stock 20,000 $3.25 2,500 $3.25 17,500 $3.25 Sep-04-96 Common Stock 29,091 $3.44 Oct-02-96 Common Stock 28,571 $3.50 Nov-13-1996 Common Stock 29,586 $3.38 Nov-26-1996 Common Stock 57,692 $3.38 Nov-29-1996 Common Stock 73,964 $3.38 Jan-14-1997 Common Stock 8,000 $2.50 Feb-14-1997 Common Stock 100,000 $2.50 Apr-07-1997 Common Stock 40,000 $2.50 Apr-22-1997 Common Stock 200,000 $2.50 May-06-1997 Common Stock 60,000 $2.50 May-28-1997 Common Stock 180,000 $2.50 Jun-10-1997 Common Stock 285,714 $3.50 Jun-16-1997 Common Stock 296,296 $3.375 P.T. Dolok Permai and Oxford International Asset Management, Inc. purchased substantial portions of the Regulation S stock for their own account. Such entities may have acted as underwriters with regard to other portions of the Regulation S shares which were sold as reflected in the foregoing table.

To: Sir Auric Goldfinger who wrote (4437)	9/29/1999 9:25:00 AM
From: StockDung	Read Replies (1) \| Respond to of 10354

What do STEPHEN B SPENCER, La Jolla Capital, Anthony Tobin, George Badger and ZSUN have in common when it comes to Golf Memberships? Please read the entire document. No mention at all in Anthony Tobins resume in ZSUN's 10sb. Wonder why? Registrant: Momentum Internet Inc (PVISIONS-DOM) PO Box 71, Craigmuir Chambers Road Town, Tortola n/a VG Domain Name: PVISIONS.COM Administrative Contact, Technical Contact, Zone Contact: Domain Registrations (DR560-ORG) domreg@MOMENTUMPLUS.COM +852 - 28778059 Billing Contact: Domain Registrations (DR560-ORG) domreg@MOMENTUMPLUS.COM +852 - 28778059 Record last updated on 08-Oct-98. Record created on 08-Oct-98. Database last updated on 11-Jul-99 19:39:33 EDT. Domain servers in listed order: WS1.MOMENTUM-HK.COM 204.254.71.158 NS2.MOMENTUM.COM.HK 210.176.85.38 But wait, wait, wait, there's more. Name: PERIPHERAL VISIONS, INC. Type: Corporation File Number: 25076-1998 State: NEVADA Incorporated On: October 27, 1998 Status: Current list of officers on file Corp Type: Regular Resident Agent: NEVADA AGENCY & TRUST COMPANY (Accepted) Address: 50 W LIBERTY ST SUITE 880 RENO NV 89501 President: ANTHONY TOBIN (From ZSUN) Address: 4945 S SOMMET DR SALT LAKE CITY UT 84117 Secretary: STEPHEN B SPENCER (From Golf Ventures Inc) Address: 4945 S SOMMET DR SALT LAKE CITY UT 84117 Treasurer: STEPHEN B SPENCER Address: 4945 S SOMMET DR SALT LAKE CITY UT 84117 2. SECURITIES AND EXCHANGE COMMISSION v. GEORGE BADGER, GOLF COMMUNITIES OF AMERICA, INC., f.k.a. GOLF VENTURES, INC., DUANE MARCHANT, STEPHEN SPENCER, KARL BADGER, MARION SHERRILL, HARMON S. HARDY, LA JOLLA CAPITAL CORPORATION, HAROLD B. GALLISON, JR., TERRY HUGHES, MARVIN SUSEMIHL, DAVID ROSENTHAL, ANDREW SEARS, and WILLIAM SLONE; United States District Court for the District of Utah; 2: 97 CV 963K 2. SEC v. Badger, et al. The Commission's Complaint, filed in Salt Lake City, Utah, alleges as follows: During the period from early 1993 through early 1996, defendant George Badger directed a scheme to manipulate the market for securities issued by defendant Golf Communities of America, Inc., f.k.a. Golf Ventures, Inc. (GVI) by bribing registered broker-dealers and some individual registered representatives to sell GVI stock to unsuspecting retail customers, and causing GVI to file false periodic reports with the Commission and to issue false press releases to the public. GVI is a Utah corporation primarily engaged in developing a golf course known as Red Hawk International Golf & Country Club (the Red Hawk Project). Badger and his son, defendant Karl Badger, arranged to have bribes paid in the form of cash payments or free GVI securities to registered representatives and broker-dealers. In October 1993, GVI paid a $10,000 "consulting fee" to Burnett Grey & Co., at the time a registered broker- dealer, in exchange for Burnett Grey directing its brokers to sell GVI stock to its retail customers. That agreement was negotiated by Badger and defendant Marion Sherrill, the then-President of Burnett Grey. In December 1993, after Sherrill left Burnett Grey, defendant Harmon S. Hardy, the majority shareholder of Burnett Grey, agreed with Badger to continue to sell GVI stock to its retail customers. As additional compensation for Burnett Grey's selling efforts, Badger later arranged for a block of GVI shares to be transferred to Burnett Grey so that Burnett Grey could meet its "net capital" requirements and continue to operate as a broker-dealer. During the period from October 1993 through February 1994, defendant Terry Hughes and other brokers employed by Burnett Grey caused their customers to purchase approximately 48,000 shares of GVI stock for approximately $340,000, pursuant to the agreement between GVI and Burnett Grey. After Burnett Grey went out of business in early 1994, defendant Marvin Susemihl introduced Badger to defendant Harold Gallison, the President of defendant La Jolla Capital Financial Corp. (La Jolla Capital), a registered broker-dealer, where Susemihl was a registered representative. Susemihl and Gallison negotiated an arrangement whereby GVI paid La Jolla Capital approximately $35,000 as a phony "consulting fee" in exchange for La Jolla Capital directing its brokers to sell GVI stock to La Jolla Capital's retail customers. During the period from May 1994 through August 1994, La Jolla Capital representatives, including Hughes and Susemihl, arranged the purchase of approximately 63,000 shares of GVI stock at an aggregate price of approximately $498,000, pursuant to the agreement between GVI and La Jolla Capital. Badger and Karl Badger paid bribes to defendants David Rosenthal, Andrew Sears, and William Slone, registered representatives associated with other broker-dealers, who sold GVI stock to their retail customers in exchange for the payments received from Badger and Karl Badger. Finally, during 1995 and 1996, GVI failed to disclose in various public filings and announcements that Badger controlled GVI, making nearly all important decisions regarding GVI's business activities. In addition, GVI made material misstatements and omitted critical facts concerning its principal business -- the development of a residential golfing and recreational community, the Red Hawk Project, on undeveloped land in southwestern Utah. For example, in late October and early November 1996, GVI announced that Granite Construction Corp. (Granite) had "completed 85% of the mass dirt movement" associated with the Red Hawk Project, "should complete onsite sewer installation by Wednesday, Oct. 30," and that Granite had completed installation of certain sewer lines. In fact, Granite walked off the job in late October 1996, after completing less than 50% of its scheduled work, because GVI had run out of money to pay Granite. Defendants Duane Marchant and Stephen Spencer served as GVI's President and Chief Financial Officer, respectively, at the time that GVI engaged in these false and misleading disclosures. Based on the foregoing, the Commission alleges in its complaint that Badger, GVI, Marchant, Spencer, Karl Badger, Sherrill, Hardy, La Jolla Capital, Gallison, Susemihl, Hughes, Slone, Rosenthal, and Sears violated the general antifraud provisions of the federal securities laws. In addition to the relief the Commission is seeking in all these actions, in this particular action, the Commission seeks a permanent bar against Badger, Marchant, and Spencer from serving as an officer or director of any public company. In April 1997, Badger pled guilty in the United States District Court for the Southern District of New York to a four-count information alleging: (i) conspiracy to commit securities fraud, wire fraud, money laundering and commercial bribery; (ii) securities fraud; (iii) criminal contempt; and (iv) perjury. ======END OF PAGE 4=====