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. James T. Kelly, Administrative Law Judge

SECURITIES ACT OF 1933
Release No. 8480 / September 1, 2004

SECURITIES EXCHANGE ACT OF 1934
Release No. 50303 / September 1, 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.

On September 1, 2004, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, and Sections 15(b) and 21C of the Securities Exchange Act of 1934 (the Order) against John A. Carley, Mark N. Dohlen, Eugene C. Geiger (Geiger), Paul A. Giles, Roy E. Gould (Gould), Thomas A. Kaufmann (Kaufmann), Alfred Peeper (Peeper), Edward H. Price (Price), Christopher H. Zacharias, Le Fond Mondial D'Investissement S.A., and Spencer Edwards, Inc. (Spencer Edwards). The Order alleges that four officers of Starnet Communications International, Inc. (Starnet), John A. Carley, Mark N. Dohlen, Paul A. Giles, and Christopher H. Zacharias, enriched themselves by selling millions of dollars of Starnet stock without making required disclosures concerning the sales and without registering the sales as required. The Order also alleges that Peeper and Gould directed resales of securities purportedly issued under Regulation S of the Securities Act into the United States in violation of Section 5 of the Securities Act and caused and/or aided and abetted the Starnet officers' antifraud violations. According to the allegations in the Order, the Starnet officers, Peeper and Gould also failed to file accurate reports, and in some cases filed false reports, showing their beneficial ownership of Starnet securities. The Order also alleges that Geiger and Kaufmann facilitated the unlawful sales of Starnet stock in their capacities as registered representatives of Spencer Edwards. The Order also alleges that Price and Spencer Edwards failed reasonably to supervise Geiger and Kaufmann.

A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Respondents an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions are appropriate and in the public interest.

The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice.

See also the Order in this matter