UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF FLORIDA
Case No. 02-80726-Civ-(Hurley USDJ)

SECURITIES AND EXCHANGE COMMISSION, Plaintiff, vs. JOHN R. BOYD, and CHRISTOPHER CURBELLO Defendants.

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JUDGMENT

COMPLAINT

Plaintiff Securities and Exchange Commission ("SEC") alleges:

NATURE OF THE ACTION

1. This is an accounting fraud case involving the financial statements of Golden Bear Golf, Inc., ("Golden Bear") for its 1997 fiscal year and the first quarter of 1998. Golden Bear is currently a privately held golf services company, and formerly a publicly held company that was registered with the SEC during the period relevant to this action pursuant to Section 12(g) of the Securities Exchange Act of 1934. Golden Bear provided golf course construction services through its wholly owned subsidiary Paragon Construction International, Inc. ("Paragon"). Paragon's financial statements were a material component of Golden Bear's consolidated financial statements. As a result of Paragon's materially misstated financial reporting, Golden Bear filed false and misleading financial statements for its Fiscal Year 1997 and first quarter of 1998. Paragon caused Golden Bear to do so by artificially inflating and accelerating its revenue and gross margin resulting in Golden Bear overstating its construction revenue by at least $25 million, or about 85% and its gross margin for construction operations by over 250%

2. Paragon's president, John Boyd and vice president for operations, Christopher Curbello, directed the scheme to overstate Paragon's results in order to make Paragon look like it was generating more revenue and profits than it actually was.

3. From at least the second quarter of 1997 through the first quarter of 1998, Boyd and Curbello knowingly or recklessly artificially inflated and accelerated Paragon's revenue and gross margin recognition by misrepresenting the true status of its construction contracts. This included Paragon overstating contract profitability or ignoring expected losses by (i) understating estimated construction costs, (ii) accelerating revenue and income recognition by overstating progress on construction projects, (iii) overstating estimated construction revenues and (iv) recording revenue and gross margin in connection with non-existent project agreements

4. Paragon continued these practices until April 1998 when Golden Bear dismissed Boyd and Curbello. On May 5, 1998, Golden Bear announced an internal review of Paragon's operations and said it might need to record losses in connection with some Paragon construction projects. On July 28, 1998, Golden Bear announced that it would restate its results for the periods ended December 31, 1997 and March 31, 1998.

5. On October 19, 1998 Golden Bear restated its financial statements, primarily to correct the materially false and misleading Paragon financial reporting prepared at Boyd and Curbello's direction for the periods ended December 31, 1997 and March 31, 1998. In the Restatements, Golden Bear admitted that it had materially overstated its reported construction revenues at year-end 1997 by $17.9 million and for the first quarter of 1998 by $7.7 million. In the Restatements to the financial statements, the Company also recorded over $14 million of previously unrecorded project losses, lowered project profitability on certain projects by about $2.4 million, and recorded an additional charge against earnings of $1.7 million as an allowance against deferred tax assets as of December 31, 1997. Financial statement captions from the original financial statements and the Restatements are set out below:

(all amounts in $ thousands):	Year Ended 12/31/97						3-mo. ended 3/31/98
	Original		Restated		Changes		Original		Restated		Changes
Construction revenues	39,755		21,894		(17,861)		16,016		8,345		(7,671)
Construction costs	32,107		34,266		2,159		13,626		12,074		(1,552)
Net operating profit/(loss)	(3,198)		(15,500)		(12,302)		(547)		(5,244)		(4,697)
Income tax benefit/(provision)	1,372		(288)		(1,660)		308		(49)		(357)
Gain/(loss) from discontinued ops.1	0		(8,429)		(8,429)		0		(1,649)		(1,649)
Net profit/(loss)	(2,931)		(24,699)		(21,768)		(778)		(7,259)		(6,481)

JURISDICTION

6. The SEC brings this action pursuant to the authority conferred on it under Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin defendants Boyd and Curbello from engaging in the acts, practices and courses of business alleged herein, to obtain a civil penalty from each defendant, and to obtain further relief as is necessary and appropriate. This Court has jurisdiction over this action pursuant to Section 27 of the Exchange Act [15 U.S.C. §78aa].

7. Each of the defendants, directly or indirectly, made use of the means or instrumentalities of interstate commerce, or of the mails, in connection with the transactions, acts, practices, and courses of business alleged herein.

8. Each defendant violated the antifraud provisions of the Exchange Act and other provisions of the federal securities laws. The SEC seeks awards of civil penalties pursuant to Section 21(d)(3) of the Exchange Act from each defendant. Unless enjoined by order of this Court, defendants Boyd and Curbello are likely to commit future violations, and the SEC seeks a judgment permanently enjoining these defendants from future violations.

RELEVANT ENTITIES

9. Golden Bear is a golf services company. It was spun off in an August 1996 initial public offering from Golden Bear International, Inc., ("GBI") a private company. After the initial public offering, Golden Bear's businesses included Golden Bear Golf Centers, Inc. ("Golf Centers"), which owned and operated golf practice facilities, and Paragon Golf Construction, Inc. ("Paragon"), which provided golf course construction services.² After the spin-off, GBI continued other activities, including golf course design. Golden Bear's common stock was, until the Company completed a going private transaction on June 20, 2000, registered with the Commission pursuant to Section 12(g) of the Exhange Act. Golden Bear's common stock traded in the National Market System of the Nasdaq Stock Market, Inc.

DEFENDANTS

10. John Boyd joined Paragon in October 1996 and served as its president from January 1997 until he was terminated in April 1998.

11. Christopher Curbello joined Paragon in October 1996 and served as vice president for operations from January 1997 until he was terminated in April 1998.

STATEMENT OF FACTS

12. In its early stages, Boyd and Curbello's scheme to artificially inflate Paragon's results involved overstating the progress Paragon had made on its jobs, thereby accelerating the amounts of revenue and gross margin Paragon recognized in connection with its construction projects. But accelerating revenue and gross margin wasn't enough to deliver the results Boyd and Curbello sought to deliver to Golden Bear. To provide those results, Boyd and Curbello widened their scheme to include a number of different fraudulent financial reporting practices. For example, Paragon began a practice of failing to account for losses or reduced estimated gross margins resulting from operational problems on certain jobs. Paragon also started an aggressive push to sign new jobs by intentionally bidding on projects below Paragon's estimated construction costs in order to entice project owners into awarding them to Paragon. Paragon's underbidding resulted in Paragon signing several significant contracts. Since Paragon agreed to build these projects at below Paragon's cost of construction, they were, in effect, loss contracts from the moment they were signed. Paragon's financial reporting misrepresented the status of these jobs and failed to account for the resulting estimated losses.

13. Paragon further enhanced the illusion of growth and profitability by inflating Paragon's revenue and gross margin by overstating the amount of revenue it expected in connection with numerous of its construction contracts, ultimately resorting to recording revenue on fictitious contracts that had not been awarded to Paragon. Paragon then sought to conceal the scheme by recording fictitious accounting estimates, providing a false audit confirmation and otherwise misrepresenting the status of its projects.

14. In the aggregate, Paragon, as a result of Boyd and Curbello's scheme, overstated its year-end 1997 construction revenues by about 82% and its gross margin by about 262%. For the first quarter of 1998, it overstated its construction revenues by about 92% and its gross margin by about 256%. Paragon's improper accounting practices were as follows:

Paragon Understated Its Estimated Total Costs

15. Boyd and Curbello's scheme to artificially inflate and overstate Paragon's results started at least as early as the first quarter of 1997 and continued through the first quarter of 1998. The largest portion of the Company's overstated profits for the relevant period and the largest component of the Restatement resulted from Paragon intentionally understating, at year-end 1997, and for the first quarter of 1998, the costs it expected to incur in connection with numerous of its construction contracts.

16. Boyd and Curbello caused the material understatement of costs by knowingly or recklessly ignoring Paragon's own cost estimates in order to (i) conceal losses resulting from its practice of underbidding on jobs in order to entice owners into awarding contracts to Paragon, and its own operational deficiencies, and (ii), in some instances, make otherwise profitable jobs look more profitable than Paragon's estimates indicated.

17. Generally accepted accounting principles ("GAAP") require that losses be recognized in full for the period in which they become reasonably estimable, but Boyd and Curbello, in several instances, ignored Paragon's staff's own cost estimates projecting material losses, and failed to record such losses.

18. Understating its expected costs also resulted in Paragon improperly avoiding the recording of reduced estimated profits, making some projects look more profitable than Paragon's own estimates indicated. Paragon failed to recognize over $9.8 million in estimated losses at year-end 1997 and an additional $3.8 million in estimated losses for the first quarter of 1998.

19. This aspect of Boyd and Curbello's fraudulent scheme extended to numerous projects; the most significant of which involved Paragon's failure to record an estimated loss in connection with the Golf Club at Mansion Ridge ("Mansion Ridge") project.³ Mansion Ridge's owners accepted Paragon's $9.2 million bid in February 1997. Beginning in the third quarter of 1997, Paragon's Mansion Ridge cost estimates forecasted total costs far exceeding the agreed upon price with the owners and projected material losses. Paragon's Mansion Ridge project manager determined in the second quarter of 1997 that the project could not be completed for Paragon's original $8.3 million budget. Beginning in the third quarter of 1997, this project manager provided to Paragon management, including Boyd and Curbello, a series of detailed Mansion Ridge forecasts, all of which projected material losses. As of March 31, 1998, when Golden Bear filed its Form 10-K for the period ended December 31, 1997, Paragon's cost accounting system reflected an approximately $7 million projected loss in connection with Mansion Ridge. This estimated loss was not reflected in Paragon's financial statements as required by GAAP. Instead, under Boyd and Curbello's direction, Mansion Ridge's results for 1997 were included in the financial statements based on an estimated $900,000 profit.

20. Boyd and Curbello knew about the estimated loss and failed to disclose it or to record it for any period from the second quarter of 1997 through the first quarter of 1998, as required by GAAP.

21. Paragon's underbidding resulted in other estimated losses. For example, during the bidding and negotiations on the Tobago project, Boyd, over the objections of the Paragon project manager assigned to prepare Paragon's cost estimates and budget for the project, added several items to the scope of Paragon's agreement reflecting millions of dollars of cost to Paragon without increasing the contract price. Paragon's financial statements misrepresented the project's estimated cost, reporting an approximately $2 million estimated total gross margin on a job that actually had an estimated loss of approximately $2 million.

22. Paragon's practice of understating costs was not limited to projects it had underbid in order to win. In some cases, Paragon understated its estimated costs on otherwise profitable contracts, resulting in inflated estimated gross margins in connection with these contracts. For example, at year-end 1997, Paragon reported profits on the Splendido project based on an estimated total cost of $5.2 million, even though Paragon's Splendido project manager provided to Curbello a forecast projecting an estimated $6.4 million in total costs.

23. In addition to the foregoing, Paragon, failed to recognize $350,000 in known losses in connection with four completed Paragon projects in the third quarter of 1997 even though Paragon's controller advised Paragon that such losses needed to be recorded.

Paragon Overstated Percentage-of-Completion Estimates

24. Paragon also artificially inflated its reported results by overstating the progress it made on its construction projects, enabling it to recognize revenue and gross margin earlier in the life of its contracts than otherwise appropriate under GAAP. Paragon overstated its percentage-of-completion estimates on numerous projects at year-end 1997 and for the first quarter of 1998. For example, at year-end 1997 Paragon in connection with the Golf Club at Twin Eagles ("Twin Eagles") and Keene's Pointe projects overstated each project's percentage-of-completion estimates, causing the Company to record materially overstated revenue and gross margin for the period. At year-end 1997, the Twin Eagles project manager estimated the project as about 3% complete; Paragon reported it as 14% complete, resulting in $698,000 in overstated revenue and $136,000 in overstated gross margin. At year-end, the Keene's Pointe project manager estimated it as about 2% complete; Paragon reported it as 12% complete, also resulting in $704,000 in overstated revenue and $100,000 in overstated gross margin.

25. Boyd and Curbello caused Paragon's overstated percentage-of-completion estimates and materially accelerated revenue recognition by fraudulently implementing a change in the way Paragon determined its revenue recognition and then concealing the resulting materially overstated revenue and income through the use of false entries recording non-existent accrued construction costs.

26. During the relevant periods, Paragon recorded revenue based on the percentage-of-completion method of contract accounting. Through the first quarter of 1997, Paragon estimated its projects' percentage-of-completion under the "cost method." Under the cost method, Paragon determined percentage-of-completion estimates solely with reference to cost incurred-to-date as a percentage of the project's estimated total cost, which was an accepted and commonly used method under GAAP. Under the cost method, cost incurred in connection with a construction contract dictated Paragon's revenue and gross margin recognition. For example, $500,000 in costs-to-date on a project with $1,000,000 in estimated total costs at the completion of the contract indicated that the work under the contract was 50% complete. Under the cost method Paragon would recognize 50% of the project's estimated total revenue, cost and gross margin.

27. In the second quarter of 1997, Boyd was concerned that even though Paragon had signed some new projects under his management, Paragon had incurred little cost in connection with them, so under the cost method Paragon had little revenue growth to report to Golden Bear. By the second quarter of 1997, Boyd knew that Golden Bear's core Golf Centers business failed to meet Golden Bear's expectations, and that Golden Bear was increasingly looked to Paragon for material amounts of offsetting revenues and profits.

28. So, for the second quarter of 1997, Boyd, and Curbello promoted a change in the method Paragon used to determine percentage-of-completion estimates from the cost method to what Paragon called the "earned value method." Under the earned value method, Paragon still recognized proportionate amounts of estimated total revenue, cost and gross margin based on the percentage of work estimated complete under a contract, but changed the way it determined the percentage-of-completion of contracts by solely referring to Paragon's physical progress in building a project, as subjectively estimated by Paragon. Under the earned value method, Paragon was to rely not on objective criteria to estimate its progress on contracts, like costs incurred, but instead rely on management's subjective percentage-of-completion estimates. Thus, costs incurred no longer determined percentage-of-completion. For example, in connection with an earned value method percentage of completion estimate of 50%, as estimated by Paragon management on a project with $1,000,000 estimated total costs at the completion of the contract, Paragon would recognize for financial statement purposes 50% of the project's estimated total revenue, cost and gross margin, even if the actual costs incurred were substantially lower than $500,000.

29. The change to the earned value method was significant because it directly affected Golden Bear's recorded revenue and gross margin. In promoting the change, Boyd and Curbello claimed that the earned value method would produce more accurate results. However, the Company's auditor told Boyd and Curbello in the second quarter of 1997, when they proposed and adopted the change from the cost method to the earned value method, that it did not expect Paragon's results under the earned value method to materially differ from its results for the same period under the cost method.

30. The auditor's view was that, under either method, progress towards completion was a function of completing specific construction activities required under a contract and that reasonable physical progress estimates under the earned value method should reflect the cost incurred in connection with that estimated progress. As result, even though the earned value method was based on physical progress and not cost, its auditor still expected Paragon to incur costs at relatively similar rates as with subjectively measured physical progress estimates. Boyd and Curbello knew when they proposed the change that Paragon's implementation of the earned value method would have the effect of accelerating and overstating Paragon's reported revenue and gross margin when compared to the cost method.

31. Like all contract accounting under the percentage-of-completion method, the earned value method requires reasonably dependable and accurate total revenue, cost and percentage-of-completion estimates. But since Paragon's scheme involved overstating revenue and percentage-of-completion estimates and understating cost estimates - or combinations of all three - proper gross margin recognition that complied with GAAP was impossible under the earned value method as applied by Paragon under Boyd and Curbello's direction. Paragon's scheme resulted in it recording materially higher revenue and gross margin under the earned value method than it would have recognized under the cost method from when first adopted in the second quarter of 1997.

32. The auditor, in connection with its second and third quarter of 1997 financial statement reviews, learned that after Paragon started to use the earned value method to determine its percentage-of-completion estimates it was recording materially higher revenue under the earned value method than it would have recognized under the cost method for the same period. Boyd and Curbello attributed the difference in results to Paragon's failure to record all of its job costs and that, as a result, the gap between the gross margins produced under the two methods was less than the analysis suggested. The auditor told Boyd and Curbello in the third quarter of 1997 that it expected the difference between the two methods to close to an immaterial amount by year-end.

33. To narrow the gap between the two methods as required by the auditors, Boyd and Curbello caused Paragon to record approximately $4 million in fictitious cost accruals at year-end 1997. Without these fictitious project job cost accruals, the year-end gross margin gap would have totaled approximately $1.2 million, which was a material amount. After the accruals, the gap was $209,000, a substantially reduced amount. Recording these fictitious costs accruals helped Paragon conceal its overstated recorded revenue and gross margin at year-end 1997.

Paragon Overstated Estimated Total Revenues

34. Paragon also artificially inflated Paragon's revenue and gross margin by overstating the amount of revenue it expected to realize under numerous of its other construction contracts.

35. In several instances, Paragon's clients retained it to provide certain services in connection with the planning phase of a development project. Contracts in connection with subsequent phases of the project had not been awarded to Paragon, or to any builder. In an effort to make these contracts look more significant and profitable than they were, Paragon misrepresented the scope of its contracts to include not yet awarded phases of the proposed projects. In effect, Paragon based its financial reporting not on the contract it had, but under Boyd and Curbello's scheme, on the significantly larger potential contract associated with subsequent phases of the planned or proposed development that had not been awarded to Paragon or to any contractor.

36. For example, at year-end 1997 Paragon based its financial reporting in connection with the Riviera Dunes project on a $35 million project management agreement that had never been awarded to Paragon. Paragon's agreement in connection with the Riviera Dunes project included only a $70,000 pre-construction services contract. Boyd issued a January 28, 1998 press release announcing an agreement with the Riviera Dunes project's owners naming Paragon project manager and describing the project's $35 million first phase. This agreement did not exist, and Paragon never was awarded the project management agreement.

37. Paragon did not limit its practice of overstating estimated revenue to pre-construction services agreements. For example, Paragon's agreement in connection with the Ibis Golf and Country Club ("Ibis") project included only a $724,000 contract to build four golf holes as a part of a not yet completed residential golf course development. However, at year-end 1997 and for the first quarter of 1998 Paragon based its financial statement reporting on a fictitious $2 million agreement in connection with Ibis that Paragon misrepresented as including seven golf holes and substantial irrigation-related work.

Paragon Recorded Revenue and Gross Margin on Non-Existent Projects

38. To further enhance the illusion of growth, Paragon started at least as early as the third quarter of 1997 to record revenue in connection with non-existent construction agreements. In some cases, Paragon recognized revenue in connection with potential projects Boyd identified while looking for new work, even though Paragon had no agreements in connection with these projects. In other cases, Paragon recognized revenue in connection with projects where the project's owners were either entertaining bids from Paragon and other contractors or were negotiating with Paragon regarding a project yet to be awarded. Paragon allocated costs incidental to pursing these business development leads to project file numbers assigned to each lead. Beginning in the third quarter of 1997 Boyd and Curbello reported these leads as awarded projects and record revenue in connection with them.

39. For example, in the third quarter of 1997 Paragon recognized $360,000 in revenue and $57,000 in gross margin in connection with a project in Cancun that had not been awarded to Paragon. The Ibis project was awarded to Paragon in the fourth quarter of 1997, but Paragon recorded revenue in connection with it for the third quarter of 1997.

40. At year-end 1997, Paragon recognized over $1 million in revenue and about $250,000 in profit in connection with non-existent project agreements. For the first quarter of 1998, Paragon cumulatively recognized over $1.7 million in revenue and $300,000 in profit in connection with non-existent project agreements.

Boyd and Curabello's Scienter

41. Boyd and Curbello knew or were reckless in not knowing that Paragon's practices that (i) understated estimated construction costs, (ii) accelerated revenue and income recognition by overstating progress on construction projects, (iii) overstated estimated construction revenues, and (iv) recorded revenue and gross margin in connection with non-existent project agreements resulted in Paragon and Golden Bear materially overstating their revenue and profits at year-end 1997 and for the first quarter of 1998.

FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 [17 C.F.R. § 240.10b-5]

42. Paragraphs 1 through 41 are realleged and incorporated by reference.

43. By reason of the foregoing, Boyd and Curbello each violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

SECOND CLAIM FOR RELIEF

Violations of Section 13(a) of the Exchange Act
[15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13
[17 C.F.R. §§ 240.12b-20, 13a-1, and 13a-13]

44. Paragraphs 1 through 41 are realleged and incorporated by reference.

45. Golden Bear filed with the SEC an annual report on Form 10-K and a quarterly report on Form 10-Q described herein that contained untrue statements of material fact or omitted to state material facts required to be stated therein or necessary to make the statements made not misleading, concerning, among other things, Paragon's revenues, and/or net income.

46. Boyd and Curbello, as set forth above, caused Golden Bear's annual report on Form 10-K and quarterly report on Form 10-Q described herein to contain untrue statements of material fact or to omit material facts required to be stated therein or necessary to make the statements made not misleading, concerning, among other things, Paragon's revenues, and/or net income.

47. By reason of the foregoing, Boyd and Curbello caused Golden Bear's violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 thereunder [17 C.F.R §§ 240.13a-1, and 240.13a-13].

THIRD CLAIM FOR RELIEF

Aiding and Abetting Violations of Section 13(b)(2)(A) and (B)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)&(B)]

48. Paragraphs 1 through 41 are realleged and incorporated by reference.

49. Golden Bear maintained false and misleading books and records that, among other things, materially overstated contract revenue and profit in fiscal year 1997 and for the first quarter of 1998 that were incorporated in the reports Golden Bear filed with the SEC, including, the annual report on Form 10-K and quarterly report on Form 10-Q described herein that contained untrue statements of material fact or omitted to state material facts required to be stated therein or necessary to make the statements made not misleading, concerning, among other things, Paragon's revenues, and/or net income.

50. Boyd and Curbello, as set forth above, caused Golden Bear's false and misleading books and records, that among other things, materially overstated contract revenue and profit in fiscal year 1997 and for the first quarter of 1998.

51. As consequence, Boyd and Curbello caused Golden Bear to violate Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by maintaining false and misleading books and records that, among other things, materially overstated contract revenue and profit in fiscal year 1997 and for the first quarter of 1998.

52. As a consequence, Boyd and Curbello caused Golden Bear to violate Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that its transactions were recorded as necessary to permit the preparation of financial statements in conformity with GAAP.

53. By reason of the foregoing, Boyd and Curbello are liable under section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)] for aiding and abetting the Company's violation of section 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A) and (B)].

FOURTH CLAIM FOR RELIEF

Violations of Section 13(b)(5) of the Exchange Act

54. Plaintiff realleges and incorporates by reference paragraphs 1 through 41 above.

55. Golden Bear maintained false and misleading books and records that, among other things, materially overstated contract revenue and profit in fiscal year 1997 and for the first quarter of 1998 that were incorporated in the reports Golden Bear filed with the SEC, including, the annual report on Form 10-K and quarterly report on Form 10-Q described herein that contained untrue statements of material fact or omitted to state material facts required to be stated therein or necessary to make the statements made not misleading, concerning, among other things, Paragon's revenues, and/or net income.

56. Boyd and Curbello, as set forth above, caused Golden Bear's false and misleading books and records by entering and directing others to enter into the Company's books and records, among other things, false estimated total costs, revenues and percentage-of completion estimates, that among other things, materially overstated contract revenue and profit in fiscal year 1997 and for the first quarter of 1998.

57. By reason of the foregoing, Boyd and Curbello knowingly circumvented and/or failed to implement a system of internal accounting controls, and/or knowingly falsified books, records, or accounts described in section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].

58. By reason of the foregoing, Boyd and Curbello violated section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)].

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that this Court enter a judgment:

(a) permanently enjoining Boyd and Curbello from violating Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. §§ 240.10b-5];

(b) permanently enjoining Boyd and Curbello from causing any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and 78m(b)(2)(B),] and Exchange Act Rules 13a-1, and 13a-13 [17 C.F.R. §§ 13a-1, and 13a-13];

(c) permanently enjoining Boyd and Curbello from violating Section 13(b)(5) of the Exchange Act [15 U.S.C. §§ 78m(b)(5)];

(d) ordering Boyd and Curbello to pay civil monetary penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)] in respect of their violations;

(e) granting such other relief as this Court may deem just and appropriate.

Dated: June __, 2002
Washington, D.C.

Respectfully submitted,

Kenneth J. Guido* Cal. Bar No. 40020
Thomas C. Newkirk
James T. Coffman
Roger Paszamant
James M. Fay

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0911
(202) 942-7933 [Guido]
(202) 942-9581 [Trial Unit FAX]

* Plaintiff's Trial Attorney

______________________________________

1	Golden Bear's golf practice facilities division was sold in the second quarter of 1998 and was treated as a discontinued operation on Golden Bear's restated financial statements.
2	Paragon changed its name in 1997 to Paragon Construction International, Inc.
3	Boyd and Curbello knew or were reckless in not knowing that Paragon understated its estimated total costs in connection with numerous significant construction contracts at year-end 1997 and for the first quarter of 1998. This included materially understating estimated total costs in connection with the Vermont National Golf Club, Tobago Plantations Golf and Country Club ("Tobago"), Trump International Golf Club ("Trump International"), Four Season Golf Club Punta Mita, and Splendido projects.