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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

LITIGATION RELEASE NO.  14942 / June 11, 1996

SECURITIES AND EXCHANGE COMMISSION V. OCTAGON TECHNOLOGY GROUP,
INC., MICHAEL J. TIDD, AND JEFFREY L. PUNZEL, 
Civil Action No.
96-1299 (JR), (D.D.C. June 11, 1996)

         The Securities and Exchange Commission today sued a
Schaumburg, IL computer software company and two of its former
officers for their roles in creating an elaborate sham offering
of offshore debt securities on the World Wide Web component of
the Internet.  

         The suit, filed in federal district court for the
District of Columbia, alleges the following:  

         Michael J. Tidd and Jeffrey L. Punzel, the former CEO
and Vice President-Technology, respectively, of Octagon
Technology Group, Inc., designed, drafted and linked to the
Internet a World Wide Web homepage and related pages for the
Agency For Interamerican Finance, a Panamanian shell subsidiary
of Octagon, advertisingAIF "Interamerican hard currency bonds"
for sale to investors.  The offering was essentially a sham. 
Although no bonds ever existed and AIF had no business operations
or assets, the Web pages falsely promised prospective investors a
risk-free investment with guaranteed returns of 11.75% annually
and portrayed AIF as a successful provider of investment capital
to Latin American businesses.  Octagon has removed the Web pages
from the Internet.
    
         In or about late May 1995, Octagon and its officers
linked the AIF Web pages to the Internet through a Zurich,
Switzerland-based computer center.  The AIF Web pages asked
prospective investors to send checks for the purchase of AIF
bonds to AIF's "investor  satisfaction center," which was
actually a rented mail drop in St. John, Antigua.  Employees at
the Antigua office were instructed to tell inquiring investors
that AIF's fictitious director of "investor satisfaction" listed
on the Web was simply "off island" and could not be reached by
telephone, and to forward all mail received for AIF to Octagon in
Schaumburg.  

         The AIF Web pages contained many false statements
concerning AIF and the putative bonds it offered.  The pages
claimed that the Interamerican bonds had a guaranteed annual rate
of return of 11.75%, would double
an investor's money in six years and were risk free.  Further,
the pages went on to claim that Group American Pacific Financial,
Ltd., S.A. ("APF"), a purported independent trust company,
guaranteed principal and interest payments on the bonds up to
250,000 US$ per investor.  In fact, APF was another Panamanian
shell subsidiary of Octagon which lacked assets or business
operations.  

         The AIF Web Pages also included a facsimile reproduction
of a World Financial Report magazine article touting the
investment quality of the AIF bonds, the operations of AIF, and
the quality of its management. In fact, World Financial Report
was nothing more than a fabrication of Tidd, Punzel and Octagon.

         Between late May and late August 1995, Tidd, Punzel and
Octagon publicized the AIF bond offering on the Internet and
elsewhere.  The AIF Web Pages were listed on numerous
investment-related indices of World Wide Web pages, including the
popular Yahoo! index.   Punzel posted messages on three
investment-related Internet newsgroups, giving the Web address of
the AIF offering and describing it as what appeared to be "a
pretty good opportunity" for investors, without disclosing his
position with Octagon, or that the AIF bond offering was not a
legitimate offering.  At Tidd's direction, Octagon engaged a
Cleveland, Ohio-based news bureau to internationally disseminate
a press release announcing the AIF offering and guiding investors
to the fraudulent AIF Web pages.   No sales were made by the
Defendants.
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         With the filing of the Complaint, Octagon, Tidd and
Punzel, without admitting or denying the allegations contained in
the Complaint, consented to the entry of Final Judgments
enjoining them from future violations of the antifraud provision
of the Securities Act of 1933, Section 17(a).  In addition, Tidd
has consented to pay a $5,000 penalty.

         The Commission acknowledges the assistance of the
Pennsylvania Securities Commission and the Illinois
Securities Department in investigating this matter.

                                                    ******

SEC Warns Investors on How to Avoid and Report Internet Fraud

The SEC's Office of Investor Education and Assistance is issuing
a flyer for investors with practical tips on how they can spot,
avoid, and report fraud on the Internet.  Investors can get a
copy of the flyer by calling the SEC's toll-free information line
at 1-800-SEC-0330 or visiting the SEC's Web site at
http://www.sec.gov. Copies of the flyer may also be obtained by
calling the Office of Investor Education and Assistance or
writing to the Office of Investor Education and Assistance, U.S.
Securities and Exchange Commission, 450
Fifth Street, N.W., Mail Stop 11-2, Washington, DC 20549.