SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15639 / February 10, 1998 Securities and Exchange Commission v. First Zurich National U.S. A, LLC, et al., Civil Action No. 98-CV-29D (USDC Wy.) The Commission today filed an amended complaint and obtained emergency relief in a pending action involving an affinity fraud largely targeting African Americans. The Commission alleges that the defendants are offering and selling stock in Compunics 139, Inc. ("Compunomics") and First Zurich National USA, LLC ("First Zurich") and making false claims to investors about the potential value of Compunomics' stock, as well as failing to disclose that First Zurich cannot legally operate as a bank. Judge William F. Downes issued a temporary restraining order and other relief against Paul D. Catchings ("Catchings"), who is the president and chief executive officer of Compunomics, and who was added as a defendant in the amended complaint. This civil action was originally filed by the Commission on February 2, 1998 in the United States District Court for the District of Wyoming [See, Litigation Release No. 15634, February 3, 1998]. The amended complaint alleges that in soliciting persons to purchase Compunomics' stock, Catchings and Compunomics are falsely representing to investors (some of whom have purchased Compunomics' stock for as low as $0.32 per share) that they will reap enormous profits when the stock begins publicly trading in the near future at $10.00 per share. The complaint also alleges that they are falsely representing to investors that Compunomics will soon be profitably operating a bank. The amended complaint alleges that in soliciting persons to acquire stock in First Zurich, a Wyoming limited liability company and Compunomics subsidiary (which Compunomics claims to be a "global internet bank"), Catchings and the two companies are failing to disclose to investors that First Zurich cannot legally operate as a bank. The Office of the Comptroller of the Currency has not granted a national bank charter to First Zurich nor has the Wyoming State Banking Board authorized First Zurich to conduct banking operations. Moreover, First Zurich, as a Wyoming limited liability company, is not permitted under Wyoming corporate law to conduct banking operations. The amended complaint further alleges that Catchings, Compunomics and First Zurich have, since approximately April 1995 to the present, sold between $4 million and $5 million of Compunomics and First Zurich stock. Between 1,000 and 2,000 persons have purchased Compunomics' stock and at least 400 persons have purchased First Zurich stock. Sales and promotional activities have been largely directed towards African Americans. Public sales meetings were held on a regular basis at Los Angeles area restaurants from approximately April 1995 to April 1997 where the false claims were made. In July 1997, Compunomics' former vice chairman and chief operating officer addressed approximately 30,000 persons attending the Full Gospel Baptist Fellowship conference in New Orleans. Written materials approved and authorized by Catchings repeating the false claims were disseminated ======END OF PAGE 1====== during the convention. Also, sales materials containing false and misleading information concerning Compunomics have been and, continue to be posted on the internet. The amended complaint charges that the defendants have violated the antifraud provisions of the federal securities laws -- Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission has received substantial assistance in this case from the California Department of Corporations, the Wyoming State Securities Division and the Cheyenne, Wyoming office of the United States Postal Inspection Service. ======END OF PAGE 2======