Bobby L. Rodgers

Securities Act of 1933
Release No. 7706 / July 26, 1999

Administrative Proceeding
File No. 3-9896

I.

In connection with a public administrative proceeding instituted against him on May 11, 1999, pursuant to Section 8A of the Securities Act of 1933 ("Securities Act"), Robert J. Stahl ("Stahl," or "Respondent") has submitted an Offer of Settlement ("Offer") to the Securities and Exchange Commission ("Commission"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to jurisdiction which is admitted, Stahl consents to the entry of the findings and remedial sanctions set forth below.

II.

On the basis of this Order and the Offer submitted by Stahl, the Commission makes the following findings. ¹

A. From May 1997 through July 1998, Robert J. Stahl, 54, lived in Chandler, Arizona and was employed as a professor of education at Arizona State University.

B. In October 1993, a group of U.S. regulatory agencies, including the Commission and various federal banking agencies, jointly issued an investor alert warning of fraudulent offerings involving non-existent prime bank instruments. At various times from May 1997 through July 1998, Stahl and others offered to members of the public a series of putative investment programs that claimed to generate incredibly high rates of return -- up to 200% a month -- on multi-million dollar investments through the trading on overseas markets of mysterious bank financial instruments issued by or through certain "world prime banks." These offerings were made to an undercover investigator (the "Arizona investigator") working for the Arizona Corporation Commission (the "ACC"), first through a website offering prime-bank-guaranteed "investment options," then later through personal solicitations by Stahl and others. Ultimately, no investor funds were raised through these solicitations. In fact, the programs offered were bogus. Neither prime bank guarantees nor the secret market for bank debenture trading, nor the debentures themselves, existed. Each and every material aspect of these offerings was false and misleading and, consequently, Stahl violated the antifraud provision of the Securities Act by soliciting investments in certain of these offerings.

C. At the conclusion of its investigation, On July 15, 1998, the ACC issued a temporary cease-and-desist order against Stahl barring him from, among other things, offering or selling unregistered securities within or from the state of Arizona and engaging in the fraudulent offering or sale of securities within or from the state of Arizona. The order was made permanent with respect to Stahl by consent, effective November 23, 1998. Under the terms of his settlement, Stahl was required to pay a penalty of $5,000.

D. From approximately May 1997 through July 1998, Stahl operated an internet website he created called "Inve$tit Opportunities," located on the World Wide Web at http://www.investit.com. Stahl portrayed himself on the website as the "President" of Inve$tit Opportunities, which purported to be a consortium of business professionals soliciting investments for the projects of unidentified business corporations. The website solicited investments of between $5 and $15 million, and informed prospective investors that their funds would be deposited into a "world prime bank" and that the repayment of the projected returns would be backed by a "world prime bank guarantee, the most secure repayment option any bank can provide." Stahl further represented on his website that world prime banks working with Inve$tit Opportunities were willing to handle the transactions, and provide for the repayment terms, outlined on the website. The Inve$tit Opportunities website guaranteed riskless returns of between 8 and 18%. In fact, "Inve$tit Opportunities" was nothing more than the alter ego of Stahl. There were no other professionals involved in its operation, as the website stated, and the investment programs the website offered did not, in fact, exist.

E. During the period May 1997 through July 1998, Stahl received inquiries from potential investors who expressed interest in obtaining information about the investment programs discussed on the website. Stahl referred a number of these potential investors to an associate of his, who was to put them in touch with Elizabeth A. Boyd, a retired accountant with residences in Canada and Fort Myers, Florida, or others connected with prime bank programs.

F. On or about April 8, 1998, the Arizona investigator, using the name "Byron J. Davis," contacted Stahl through the e-mail address listed on the Inve$tit Opportunities website. Over the next several weeks, Stahl gave the Arizona investigator information on the putative investments available through Inve$tit. Stahl outlined for the Arizona investigator a so-called "106 program" that would provide a guaranteed, riskless return of between 26 and 31%, secured in part by a world prime bank guarantee for the investor's principal amount plus 6% interest. These returns were to be generated, according to Stahl, as the result of a "special 'high yield investment program'...approved by the International Chamber of Commerce in Paris." In a face-to-face April 27, 1998 meeting with the Arizona investigator, Stahl offered him an estimated 20% return during each 2-3 week "cycle" in which his funds were invested, such returns to be generated by the trading of bank instruments secured by the investor's funds. The Arizona investigator was then put in touch with an associate of Stahl's, who passed him on to Boyd for further information and documents on the "106 program" Stahl had initially described. Stahl received no funds for investment and no compensation from any potential investor as a result of his activities. Ultimately, the Arizona investigator was offered a "blocked funds program" by Boyd and David V. Francis, II, of Bowling Green, Kentucky. Boyd and Francis relayed information and documents on the program provided to them by Bobby L. Rodgers of Germantown, Tennessee, and offered the Arizona investigator returns of up to 80% every ten banking days through the trading of non-existent bank debentures on overseas markets.

G. The various programs offered by Stahl did not exist, nor were there prime bank guarantees or any markets for the trading of the type of illusory debt instruments that were part of the programs. Stahl did not have access to any program similar to the type he offered to the general public through the Inve$tit Opportunities website or to the Arizona investigator in direct solicitations. Moreover, Stahl did not have the ability to generate the returns he promised. Stahl had no reasonable basis for the information contained in his solicitations or for the high rates of return he offered. Stahl failed to make any significant effort to verify any of the information he disseminated about the existence of various prime bank programs, their structure or legality, or the achievability of the projected rates of return.

H. Section 17(a) of the Securities Act prohibits fraud in the offer or sale of securities. Prime bank instruments are securities; Stahl offered prime bank programs that were investment contracts under the three-part test set out in SEC v. W.J. Howey Co., 328 U.S. 293, 298-99 (1946), and were, therefore, securities. SEC v. Lauer, 864 F. Supp. 784, 794 (N.D. Ill. 1994), aff'd, 52 F.3d 667 (7th Cir. 1995). Furthermore, Stahl cannot escape liability under the securities laws by arguing that the securities did not exist. See id. at 792.

I. Stahl violated Section 17(a)(1) of the Securities Act by acting with scienter in misrepresenting or omitting material facts in connection with the offer of securities. Aaron v. SEC, 446 U.S. 690, 695-97 (1980). Stahl also violated Section 17(a)(3) of the Securities Act, which does not require proof of scienter and prohibits conduct which would operate as a fraud or deceit upon a purchaser. Stahl knew, or was reckless in not knowing, that the so-called "prime bank" guarantees, bank debentures, and "106 program" did not exist and could not have yielded the high, riskless rates of return promised by him. Stahl failed to verify whether any factual basis existed for his representations concerning the existence, viability or profitability of programs based on transactions involving prime bank guarantees and bank debenture trading.

III.

Based on the foregoing, the Commission finds that Respondent violated Sections 17(a)(1) and 17(a)(3) of the Securities Act.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by the Respondent and to impose the sanctions specified therein.

IT IS HEREBY ORDERED THAT Stahl shall cease and desist from committing or causing any violation and any future violation of Sections 17(a)(1) and 17(a)(3) of the Securities Act.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz

Secretary

FOOTNOTES