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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Act of 1933
Release No. 8508 / Nov. 23, 2004

Securities Exchange Act of 1934
Release No. 50721 / Nov. 23, 2004

Admin. Proc. File No. 3-11626


In the Matter of

JOHN A. CARLEY, MARK N. DOHLEN, EUGENE C. GEIGER, PAUL A. GILES, ROY E. GOULD, THOMAS A. KAUFMANN, ALFRED PEEPER, EDWARD H. PRICE, CHRISTOPHER H. ZACHARIAS, LE FOND MONDIAL D'INVESTISSEMENT S.A., and SPENCER EDWARDS, INC.,



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ORDER MAKING FINDINGS AND IMPOSING SANCTIONS BY DEFAULT AGAINST LE FOND MONDIAL D'INVESTISSEMENT S.A.

The Securities and Exchange Commission (Commission) issued its Order Instituting Proceedings (OIP) on September 1, 2004. The registered agent for Respondent Le Fond Mondial D'Investissement S.A. (Le Fond Mondial) was served with the OIP on September 7, 2004.

Under the terms of Paragraph IV of the OIP and Rule 220 of the Commission's Rules of Practice, Le Fond Mondial's Answer to the allegations in the OIP was due no later than September 27, 2004. No Answer was filed and the time for filing has expired.

The Commission's Division of Enforcement (Division) filed a Motion for Default Judgment (Motion) against Le Fond Mondial on October 8, 2004. The Division also filed a Supplemental Brief on October 29, 2004. Le Fond Mondial did not respond to the Division's Motion or to the Supplemental Brief.

Accordingly, Le Fond Mondial is in default for failing to file an Answer and for failing to respond to a dispositive motion. See Rules 155(a)(2) and 220(f) of the Commission's Rules of Practice. As authorized by Rule 155(a) of the Commission's Rules of Practice, I find the following allegations of the OIP to be true as to Le Fond Mondial.1

Le Fond Mondial is a British Virgin Islands corporation registered as a foreign corporation with the State of Colorado. Le Fond Mondial has offices in Spain.

Starnet Communications International, Inc. (Starnet), was a Delaware corporation with its principal places of business in St. Johns, Antigua, and Vancouver, British Columbia, Canada. From September 1997 through May 2001, prices for Starnet's common stock were posted on the OTC Bulletin Board, and its stock was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act). On May 25, 2001, Starnet became a wholly owned subsidiary of World Gaming Plc, a company organized in England and Wales.

During the period from approximately June 1998 through about February 2001, Le Fond Mondial violated Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act) in that it, directly or indirectly, made use of means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell, sell, and deliver after sale, shares of Starnet common stock to the public. No registration statement was filed or in effect pursuant to the Securities Act as to the public sale of those securities and no exemption from registration was available.

As part of and in furtherance of the conduct described above, other Respondents caused Starnet to issue approximately 7,700,000 shares of its common stock, purportedly under Regulation S of the Securities Act, to Le Fond Mondial and others. Le Fond Mondial resold Regulation S securities into the United States and received the proceeds of such sales. These securities were not validly issued under Regulation S because the securities were issued by controlling persons of Starnet with the knowledge that Le Fond Mondial and others would act as conduits to sell the securities into the United States without registration or an exemption from registration. No registration statement concerning Le Fond Mondial's resales of the Regulation S securities was filed with the Commission and no exemption from registration was available for the resales.

During the period from approximately December 1997 through about August 1999, Le Fond Mondial also participated in a fraudulent scheme in connection with the sale of Starnet stock. Le Fond Mondial actively participated in the scheme by purchasing the Starnet stock purportedly issued pursuant to Regulation S; exercising warrants with respect to that issuance; opening brokerage accounts; authorizing trades in the accounts; and directing sales of the stock. As a further part of this scheme, controlling persons of Starnet failed to disclose related party transactions resulting from an agreement between Le Fond Mondial and such controlling persons to share the proceeds from the stock sales, and falsely represented that they had complied with Section 16(a) of the Exchange Act by filing all required forms to report changes in their beneficial ownership of Starnet stock. As a result of these actions, Le Fond Mondial was a cause of violations of Section 10(b) of the Exchange Act, Rule 10b-5 thereunder, and Sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act.

Further, from approximately February 1999 through about November 2000, Le Fond Mondial also violated Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and 16a-3 thereunder by failing to file with the Commission reports on Forms 13D, 3, 4, and 5, and filing false reports, with respect to its acquisitions and dispositions of shares of Starnet stock.

In view of the above, it is necessary and appropriate in the public interest to impose a cease-and-desist order against Le Fond Mondial, to require an accounting, and to order disgorgement of ill-gotten gains, plus prejudgment interest. Interest will be computed from March 1, 2000, the date specified in the Division's Prejudgment Interest Report.

Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, IT IS ORDERED that:

Le Fond Mondial D'Investissement S.A. shall cease and desist from committing or causing any violations and any future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b), 13(d), and 16(a) of the Securities Exchange Act of 1934, and Exchange Act Rules 10b-5, 13d-1, 13d-2, and 16a-3;

Within twenty-one days after the date of this Order, Le Fond Mondial D'Investissement S.A. shall make an accounting to the Commission of its receipt, use, and disposition of all proceeds from the purchase or sale of the securities of Starnet Communications International, Inc.; and

Within twenty-one days after the date of this Order, Le Fond Mondial D'Investissement S.A. shall disgorge the sum of $10,443,260.82, plus interest, computed at the rates and calculated in the manner set forth in Rule 600 of the Commission's Rules of Practice. Interest shall accrue from March 1, 2000, through the last day of the month preceding the month in which payment is made.

Payment of the disgorgement and interest shall be made by wire transfer, certified check, United States Postal money order, bank cashier's check, or bank money order, payable to the Securities and Exchange Commission. The payment, and a cover letter identifying the Respondent and the proceeding designation, shall be delivered to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, Virginia 22312. A copy of the cover letter and the instrument of payment shall be sent to the Commission's Division of Enforcement, directed to the attention of counsel of record.

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James T. Kelly
Administrative Law Judge


Endnotes


http://www.sec.gov/litigation/admin/33-8508.htm


Modified: 11/23/2004