U.S. Securities & Exchange Commission
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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. 8337 / November 13, 2003

Securities and Exchange Act of 1934
Release No. 48777 / November 13, 2003

Administrative Proceeding
File No. 3-11332

In the Matter of





The Securities and Exchange Commission (the "Commission") deems it appropriate that cease-and-desist proceedings be, and they hereby are, instituted against Marion Sherrill ("Sherrill") pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act").


In anticipation of the institution of these proceedings, Sherrill has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, Sherrill consents to the entry of this Order Instituting Proceedings, Making Findings, and Imposing A Cease-and-Desist Order ("Order"), as set forth below.


On the basis of this Order and Sherrill's Offer, the Commission finds1 that:

Respondent and Relevant Persons

1. Sherrill, age 55, is a resident of Walton County, Georgia. From May 30, 1993 until December 30, 1993, Sherrill was a registered principal of Burnett, Grey & Co. ("Burnett Grey"), a registered broker-dealer. Burnett Grey ceased operations in February 1994 and the Commission revoked the registration of Burnett Grey in March 1995.

2. Golf Ventures, Inc. ("Golf Ventures") was a Utah corporation with its principal office in Salt Lake City, Utah. In 1996, Golf Ventures registered its common stock with the Commission pursuant to Section 12(g) of the Exchange Act. During the period from early 1993 through 1996, GVI's common stock was publicly quoted on the OTC Bulletin Board maintained by the NASD.

3. George Badger ("Badger"), age 72, was a resident of Salt Lake City, Utah and acted as the undisclosed control person of GVI from early 1993 through 1996, until the time of Badger's arrest in October 1996 on securities fraud charges. Badger had been previously permanently enjoined from violating the antifraud provisions of the federal securities laws.


4. From 1993 to 1996, Badger paid undisclosed compensation to certain registered broker-dealers and certain registered representatives at other broker-dealers in exchange for those persons recommending the purchase of Golf Ventures common stock to their retail customers. At the same time, Badger secretly controlled large blocks of free-trading Golf Ventures stock and, when the retail customers purchased Golf Ventures stock, Badger sold portions of the stock he controlled into the public market.

5. In October 1993, Badger and Sherrill negotiated a consulting agreement between Golf Ventures and Burnett Grey whereby Badger caused Golf Ventures to pay $10,000 to Burnett Grey. During the Fall of 1993, while Sherrill was President of Burnett Grey, certain registered representatives of Burnett Grey other than Sherrill recommended that Burnett Grey customers purchase Golf Ventures common stock. Burnett Grey's receipt of $10,000 from Golf Ventures was not disclosed to Burnett Grey customers at the time that Burnett Grey representatives recommended the purchase of Golf Ventures stock to those customers. Sherrill did not personally receive any portion of the $10,000 paid to Burnett Grey.


6. As a result of the conduct described above, Sherrill violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the purchases of Golf Ventures common stock by Burnett Grey's retail customers.


In view of the foregoing, the Commission deems it appropriate to impose the cease-and-desist order specified in Sherrill's Offer.


Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Sherrill shall cease and desist from committing or causing any violation and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

By the Commission.

Jonathan G. Katz


1 The findings herein are made pursuant to Sherrill's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.



Modified: 11/14/2003