Receiver Report, October 22, 2001

Carl F. Schoeppl, Esq., Receiver
4651 North Federal Highway,
Boca Raton, Florida 33431-5133
Toll Free: (888) ATM-5001

October 22, 2001

Re: FTC v. Transworld Enterprises, Inc. d/b/a ATM International, Mark Goldstein a/k/a Mark Davis, and James A. Mackey, Jr., Case No. 00-8126-GRAHAM (S.D. Fla.)

Dear Investors and Potential Creditors:

I. Background of the Case

As you are aware, Carl F. Schoeppl was appointed by the United States District Court for the Southern District of Florida (the "Court") on February 17, 2000 to act as the Receiver for Defendant Transworld Enterprises, Inc. d/b/a ATM International ("Transworld"), in the matter of the Federal Trade Commission ("FTC") versus Transworld, Mark Goldstein a/k/a Mark Davis ("Goldstein"), and James A. Mackey, Jr. ("Mackey") (collectively, the "Defendants"). The establishment of a Receiver in this matter has resulted in the creation of a "Receivership Estate" to assume control over all assets of Transworld, to be ultimately distributed on a pro rata basis to the defrauded investors and creditors by Court order. While I have been in contact with most investors and creditors personally or through their counsel, I felt it important to update you on the status of the Receivership Estate as we are approaching winding down the affairs of the same with a view towards making a distribution to aggrieved investors and creditors.

II. Material Developments in the Receivership Estate Since the Last Report

In summary, the Receiver's extensive and necessary services for and on behalf of the Receivership Estate since the last report can be categorized as follows: (a) Asset Analysis and Recovery; (b) Asset Disposition; (c) Case Administration; (d) Claims Administration and Objections; (e) Litigation; (f) Accounting Matters; and (g) Government Investigations, and are described in detail below.

(a) Asset Analysis and Recovery. As previously noted, immediately upon appointment, the Receiver and Counsel for the Receiver took all necessary actions to take custody of all of the Defendants' physical property, assets, and other estate property, including the offices and physical contents of said offices located in Boca Raton, Florida. Similarly, the Receiver seized and took possession of Transworld's business and investor records, a "drop box" also located in Boca Raton and its contents, and all of the Defendants' known bank accounts.

During the period of time since the appointment of the Receiver, a significant portion of the Receiver's efforts have been in the category of Asset Analysis and Recovery. The Receiver has divided this section into three categories: (i)Category I - funds and other assets recovered by the Receivership Estate; (ii) Category II - identification, location, and acquisition of assets that are potentially recoverable by the Receivership Estate; and (iii) Category III - set offs against losses incurred by investors through the liquidation by investors of ATMs through, among other things, the acceptance of an offer by International Merchant Services, Inc. ("IMS") to purchase ATM machines acquired by investors for up to $3,500.00 per machine subject to certain terms and conditions outlined in an offer letter from IMS.

To date, the Receiver has, among other things: (i) successfully recovered $118,831.28 for the Receivership Estate (Category I), which increased the aggregate amount recovered by the Receiver from inception of the Receivership Estate to a total of approximately $200,000.00; (ii) identified approximately $445,000.00 in transfers of Transworld funds to third-parties which are potentially recoverable by the Receivership Estate (Category II), and actually collected $50,000.00 in this Category; and (iii) negotiated the terms of a procurement of a total of 77 ATM machines by IMS directly from aggrieved investors, which resulted in a gross recovery for investors of $237,792.64, less amounts owed by investors for servicing by IMS (Category III).

(1) Category I Assets. The Receivership recovered approximately $18,831.28 in tax refunds from the Internal Revenue Service and the State of Florida through the efforts and advice of the tax Accountants retained by the Receiver. Additionally, the Receiver successfully recovered $100,000.00 from Joe Clein Bail Bonds without having to resort to costly and time-consuming litigation. All of the Category I assets mentioned above have been deposited into a bank account established in the name of the Receivership Estate.

(2) Category II Assets. With respect to Category II, the Receiver thoroughly investigated and ultimately identified a number of potentially fraudulent transfers to third-parties (i.e., Transworld corporate funds transferred to other parties, to the detriment of the investors and creditors of Transworld). First, the Receiver identified $150,000.00 transferred by Goldstein to the law firm of Srebnick, Black & Kornspan, P.A. ("SB&K") for legal services rendered to Goldstein in connection with a federal criminal prosecution unrelated to this matter. In an effort to conserve the limited resources available to the Receivership Estate, the Receiver undertook substantial cooperative discovery with SB&K and then engaged in reasonable settlement negotiations with SB&K resulting in a proposed settlement of $50,000.00. The settlement that was reached reflected the Receiver's determination that SB&K had potentially meritorious defenses to the Receiver's potential claim of a fraudulent transfer. On August 9, 2001, the Court authorized the settlement between the Receivership and SB&K, and $50,000.00 was thereafter delivered to the Receiver and deposited into a bank account established in the name of the Receivership Estate.

Moreover, the Receiver identified an additional $180,000.00 in Transworld corporate funds transferred by Goldstein to his ex-wife, Sonya Goldstein, via a shell corporation known as Sunjack Unlimited Corporation ("Sunjack") which conducted no business whatsoever. As such, the Receiver thoroughly investigated Sunjack and took several depositions of the appropriate individuals, and concluded that the funds transferred to Sonya Goldstein were, indeed, fraudulently transferred to her. The Receiver initially sought to engage in reasonable settlement negotiations with Sonya Goldstein and her counsel, but she was, at the time, uncooperative. As a result, the Receiver filed a Motion for Avoidance of Fraudulent Transfers to Sunjack Unlimited, Inc. and Sonya Goldstein, which is presently pending before the Court and which we believe, if ruled on by the Court, will be found by the Court to be meritorious. Further, since the filing of the Motion, Sonya Goldstein and her counsel have, indeed, begun to engage in settlement negotiations, which, at this time, are still ongoing.

(3) Category III Assets. Finally, with respect to Category III assets, the Receiver was able to successfully negotiate the general terms of a re-purchase agreement with IMS for the investors wishing to sell their ATM machine(s), wherein IMS agreed to purchase ATM machines acquired by investors at a fair market value of up to $3,500.00 per machine. The Receiver thereafter provided each investor with this information, along with the name of a contact person at IMS, telephone and facsimile numbers for IMS, and an e-mail and mailing address for IMS, for investors to contact. According to information provided to the Receiver, 61 investors agreed to the purchase of 77 ATM machines by IMS. Thus, IMS has provided a gross recovery of $237,792.64 under the IMS re-purchase program, less amounts owed by the investors for servicing to IMS.

(b) Asset Disposition. The majority of the asset dispositions occurred in the early months of the Receivership, and the information regarding same was provided to the investors and creditors of Transworld in the Notice dated August 31, 2000. In summary, the Receiver promptly undertook the task of disposing of the physical assets of the Receivership Estate, which included requesting permission from the Court to abandon the leases on real property held by Transworld and to liquidate the contents of the property. Additionally, the Receiver identified and corresponded with potential asset holders regarding the repossession of a Mercedes-Benz and Porsche in the possession of Goldstein. In all, the Receiver received $1,010.00 from the sale of the furniture, equipment, inventory, and supplies of the property leased by Transworld.

(c) Case Administration. The post office box and toll-free number established by the Receiver for consumers and creditors have been regularly utilized. After identifying approximately 250 investors, employees, and other persons, primarily trade creditors, throughout the United States having potential claims against the assets of the Receivership Estate, the Receiver and his staff have continued to respond to inquiries concerning the affairs of the Receivership Estate, often on a daily basis, and have strived to keep investors, putative creditors, and other interested persons well informed of the progress of the Receivership Estate.

(d) Claims Administration and Objections. The Receiver mailed a total of 262 claim forms to potential claimants of the Receivership Estate, of which 146 claim forms were ultimately returned with aggregate claims totaling in excess of $3,006,761.00. The Receiver has analyzed each of the various claim forms submitted by investors and putative creditors of Transworld, and other interested persons, and has mailed to certain potential claimants notices of objections to invalid and/or insufficient claims requesting, in many instances, supplemental documentation and/or an amendment of the amount of their claim. As of this date, all claim forms and supplemental claim forms have been submitted to the Receiver and have been analyzed for a determination by the Receiver whether to accept the claim or reject the claim, in whole or in part. Final processing and resolution of all claims should be completed within the next few months, and the Receiver will then submit to the Court a Verified Accounting of All Claims timely filed and Omnibus Objection to Certain Claims. Simultaneous with the Verified Accounting and Omnibus Objection, the Receiver will be requesting the Court to set a hearing date for the potential claimants' objection to the Receiver's rejection, in whole or in part, of their claim. Once a hearing date has been set by the Court, the Receiver will mail to each claimant whose claims have been objected to in whole or in part by the Receiver a letter providing each such claimant with an explanation of the reason or reasons for said objection or objections and that the claimant should (1) respond to the Receiver's proposed rejection in writing to the Court, and (2) attend the hearing in person or through counsel to explain to the Court their objection to the Receiver's rejection of their claim.

(e) Litigation. The Receiver and his staff continue to worked diligently on litigation issues, including, but not limited to, preparing of motions, affidavits, proposed orders, notices, memoranda of law, conferences regarding Case Management Report, discovery, depositions, pretrial motions, and other issues. A substantial amount of time has been and continues to be devoted to the recovery of the approximately $180,000.00 fraudulently transferred to Sonya Goldstein, identified above in "Category II" assets.

(f) Accounting Matters. The Accountants for the Receiver have been and continue to be instrumental in strategy sessions on forensic accounting and tax issues relating to the Receivership Estate. The Accountants for the Receiver are presently responsible for maintaining all of the original books and records seized from Transworld, and preparing certain tax returns for the Receivership Estate. The federal income tax returns and State of Florida tax returns for Transworld prepared by the Tax Accountants resulted in a net refund of $18,831.28 for the Receivership Estate. Additionally, the Accountants were instrumental in identifying much of the Category II funds which the Receiver is currently in the process of attempting to recover from third-parties such as Sonya Goldstein.

(g) Government Investigations. The Receiver and his staff continue to work with the FTC concerning its investigation of Transworld, Goldstein and Mackey, and their activities in connection with the Receivership Estate, as well as with the federal criminal authorities regarding the criminal activities of Goldstein. At this time, Goldstein remains incarcerated in the federal prison system in connection with the his criminal activities.

III. Toll-Free Investor Hotline

In order to keep investors informed as to the progress of the Receivership proceedings, a toll-free investor "Hotline" at (888) ATM-5001 continues to be maintained by the Receiver. The Hotline will continue to provide investors with a recorded message detailing brief highlights in the case, and an opportunity to leave recorded voice message if they so desire. In the interest of reducing expenses to the Receivership Estate so that potential distributions to investors can be maximized, all communications to the Receiver should continue to be in writing.

Please be advised that neither the Receiver, nor his legal counsel, can give you personal legal advice concerning your claim, and that you should consult with the attorney of your choice regarding your legal rights.


Carl F. Schoeppl, Receiver
Transworld Enterprises, Inc. Receivership Estate