Friday, October 02, 2009 10:03:34 AM
09/29/2009 1 COMPLAINT against 1621566 Ontario, Inc., Irwin Boock, Stanton B.J. Defreitas, Nicolette D. Loisel, Roger L. Shoss, Jason C. Wong, Birte Boock. Document filed by Securities and Exchange Commission.(mro) (ama). (Entered: 09/29/2009)
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Doc 1 OCR extract
COMPLAINT
Plaintiff Securities and Exchange Commission ("Commission") alleges:
SUMMARY OF ALLEGATIONS
1. This case involves a scheme effected between November 2003 through at least mid-2007 by Irwin Boock ("Boock"), Stanton B.J. DeFreitas ("DeFreitas"), Nicolette D. Loisel ("Loisel"), Roger L. Shoss ("Shoss"), and Jason C. Wong ("Wong") to hijack dozens of defunct publicly-traded corporations, or their identities, for use by private corporations passing themselves off as the defunct publicly-traded corporations, and to offer and sell their securities in violation of the antifraud and registration requirements of the federal securities laws.
2. Boock conceived of the scheme in late 2003.
3. Beginning in November 2003, Boock recruited Shoss and Loisel, two Houston-based attorneys, to handle the paperwork required to effect corporate hijackings, including submitting false documentation to Secretaries of State, the Standard & Poor's CUSIP Service Bureau, transfer agents, and Nasdaq Corporate Data Operations (commonly known as "Nasdaq Reorganization"), as detailed further herein; and to provide opinion letters falsely representing that offerings of securities by the hijacked or hijacking corporations qualified for exemption under Regulation D, Rule 504 [17 C.F.R. § 230.504] from the registration requirements of Section 5 of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77e]. Shoss also acted as middleman for Boock in arranging the sale of the hijacked shell companies to buyers. Boock subsequently decided to incorporate his own transfer agency and turned to Wong, a computer software expert, and DeFreitas, a financial consultant pnd associated person of a now-defunct registered broker-dealer in the United States, to incorporate and operate the Toronto transfer agency, Select American Transfer Company ("SAT'), and facilitate other corporate hijackings.
4. From November 2003 through March 2006, Shoss and Loisel effected at least 22 corporate hijackings on behalf of Boock and issued at least 28 bogus Rule 504 opinion letters resulting in the issuance of approximately 223 million shares. The opinion letters contain deliberately misleading factual statements and conclusions of law.
5. From November 2003 through June 2007, Boock, Wong, and DeFreitas, using a variety of aliases, mailbox addresses, and telephone numbers to hide their roles, effected at least another 23 corporate hijackings through SAT and issued and sold more than seven billion shares. Boock, Wong, and DeFreitas also sold shares into the secondary market.
6. By engaging in the transactions, acts, practices, and courses of business alleged herein, defendants Boock, Wong, DeFreitas, Shoss and Loisel (referred to herein individually and collectively as Defendants) knowingly violated the antifraud and registration provisions of the federal securities laws. Boock also violated an existing penny stock bar imposed against him under Section 15(b)(6) of the Exchange Act [15 U.S.C. §78o] in a prior settled administrative proceeding instituted by the Commission in 2002.
JURISDICTION
7. This Court has jurisdiction of this action pursuant to Sections 20 and 22(a) of the Securities Act [15 U.S.C. §§ 77t, 77v(a)], and Sections 21(d) and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d) and 78aa].
8. The hijackers made use of the means and instrumentalities of interstate commerce or of the mails in connection with the acts, practices, and courses of business alleged herein.
DEFENDANTS
9. Irwin Boock, age 55, born Irwin Lawrence Krakowsky, is a Canadian citizen and resides in Toronto, Ontario, Canada. Boock used the identity of a living person, Alex Kaplun, as well as aliases, including John Sparrow, John Carson; and David Watson, in the scheme. The Commission previously sued Boock in SEC v. Leah Industries, Inc., et al., No. 00-B-1921 (D. Colo. filed September 28, 2000) ("Leah Industries"). On November 22, 2002, a consent judgment was entered against Boock in that action pursuant to which he was permanently enjoined from violating Section 17 of the Securities Act [15 U.S.C. § 77q] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder and ordered to disgorge $379,619 and pay a civil penalty under Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act of $50,000. Boock has never paid the monetary relief. On December 6, 2002, shortly after the judgment in Leah Industries, the Commission instituted a settled administrative proceeding against Boock under Exchange Act Section 15(b)(6) pursuant to which he was barred from participating in any offering of a penny stock.
10. Jason C. Wong, age 32, is a Canadian citizen and resides in Markham, Ontario. Wong used the aliases George Anderson and John Sparrow in the scheme. During the relevant period, Wong was the chief executive officer, president, and a director of a software and business solutions company in Toronto, Online Database Solutions, Inc., that was quoted in the pink sheets.
11. Stanton B.J. DeFreitas, age 33, is a dual citizen of Canada and St. Vincent and the Grenadines and resides in Toronto, Ontario. He used the aliases John Sparrow and Derek Mason and the identities of two living persons, Nathan Rogers and Amy Giles, in the scheme. During the relevant period, he held a Masters of Business Administration, was a Canadian Certified Financial Consultant, and provided accounting and business consulting services, admittedly specializing in the formation of offshore entities. In late 2006, DeFreitas became an associated person of a now defunct broker dealer in the United States, Franklin Ross, Inc.
12. Roger L. Shoss, age 64, is a citizen of the United States and resides in Houston, Texas. He has been a licensed attorney in Texas for approximately 30 years. During the relevant period, he operated as a solo practitioner specializing in corporate and securities law.
13. Nicolette D. Loisel, age 52, is a citizen of the United States and resides in Houston, Texas. She has been a licensed attorney in Texas for approximately 27 years. She has specialized in corporate and securities law. Beginning in or around 2003, Shoss contracted Loisel to perform services in connection with the scheme.
RELIEF DEFENDANTS
14. Birte Boock ("Birte"), age 62, is a citizen of Canada and resides in Toronto, Ontario. She is Boock's wife. The Commission previously sued Birte in Leah Industries. On November 22, 2002, a consent judgment was entered against Birte in that action pursuant to which she was permanently enjoined from violating Section 17 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and ordered to pay a civil penalty of $50,000 under Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act. Birte has never paid the monetary relief.
15. 1621566 Ontario, Inc. is a company incorporated in Ontario. Throughout the relevant period up to the present, the company has listed Birte as its president, secretary, and director.
HIJACKED OR HIJACKING COMPANIES
16. Advanced Growing Systems, Inc. [FL] is a Florida corporation formerly known as The BigHub.com, Inc., which the hijackers incorporated on. July 8, 2005 under the same name as an inactive, publicly traded company also incorporated in Florida. The newly-incorporated corporation usurped the ticker symbol of the inactive corporation ("BHUB"), and issued purportedly publicly traded shares under that ticker symbol. On discovering the fraud, management of the inactive corporation publicly challenged the hijacking and ultimately restored to it the use of its BHUB ticker symbol. The hijacking entity then changed its name to Advanced Growing Systems. Its shares are not currently publicly traded.
17. Advanced Growing Systems, Inc. [NV] is a Nevada corporation. It resulted from the reverse merger of a Nevada corporation into a California corporation effective June 20, 2006. The California entity had been incorporated under the name PCC Group, Inc. on July 6, 2005 by the hijackers using the same name as a then-defunct publicly traded company also incorporated in California. The merged entity changed its name to Advanced Growing Systems, Inc., and changed the state of domicile from California to Nevada. The CUSIP number and trading symbol associated with the California corporation transferred to the Nevada corporation. The company registered its common stock under Exchange Act Section 12(g) [15 U.S.C. § 781] in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTCBB (symbol "AGWS").
18. AEI Transportation Holdings, Inc. is a Nevada corporation formerly known as XO Logic Inc., which the hijackers reinstated on June 6, 2005 without authority. The name was changed to Doll Technology Group, Inc. and then to AEI Transportation Holdings, Inc. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets under the former name of Doll Technology Group, Inc. (symbol "DTGP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3) [17 C.F.R. § 240.15c2-11(f)(3)].
19. Aerofoam Metals, Inc. is a Delaware corporation formerly known as TAM Restaurants, Inc., which the hijackers incorporated on March
20, 2006 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. The fact of the hijacking became publicly known during a revocation proceeding instituted by the Commission under Exchange Act Section 12(j) in 2007 against the originally incorporated TAM Restaurants for failure to file periodic and annual reports. As of September 1, 2009, the company's common stock traded in the grey markets (symbol "AFML").
20. Andros Island Development Corporation is a Nevada corporation formerly known as KIMG Management Group, Inc., which the hijackers incorporated on July 15, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Nevada. On March 13, 2008, the Commission suspended trading in the securities of Andros Island.. As of September 1, 2009, the company's common stock traded in the grey market (symbol "AVPJ").
21. The Alcar Chemicals Group, Inc. is a Delaware corporation formerly known as Birman Managed Care, Inc., which the hijackers incorporated on July 6, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock traded in the grey market (symbol "ACMG").
22. Asia Telecom Ltd. is a California corporation formerly known as Jalate Ltd., which the hijackers incorporated on February 14, 2006 under the same name as a then-defunct, publicly traded company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC.Markets (symbol "ATLJ").
23. Asante Networks, Inc. is a Delaware corporation formerly known as Pacific Chemical, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Asante Networks. As of September 1, 2009, the company's common stock traded in the grey market (symbol "ASTN").
24. Bicoastal Communications, Inc. is a Delaware corporation formerly known as The Pathways Group, Inc., which the hijackers incorporated on April 6, 2005 under the same name as a then-defunct company also incorporated in Delaware. During the relevant period, the company's common stock was quoted on the Pink OTC Markets (symbol "BCLC").
25. Brekkford International Corp. is a Delaware corporation formerly known as California Cyber Design, Inc., which the hijackers reinstated on August 8, 2004 without authorization. The company registered its common stock under Exchange Act Section 12(g) in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTCBB (symbol "BFDI").
26. Cavico Corp. is a Delaware corporation formerly known as Laminaire Corporation, which the hijackers incorporated on September 13, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, 2009, the company's common stock was quoted on the Pink OTC Markets and the OTCBB (symbol "CVIC").
27. China Adnet Enterprises Inc. is a California corporation formerly known as Baker Communications Inc., which the hijackers incorporated on July 14, 2005 under the same name as a then-defunct publicly traded company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "CAEJ"),
had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
28. Complete Care Medical, Inc. is a Delaware corporation formerly known as PacificAmerica Money Center, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Complete Care Medical. As of September 1, 2009, the company's common stock traded in the grey market (symbol "CCMI").
29. El Alacran Gold Mine Corp. is a Delaware corporation formerly known as Pawnbroker.com, which the hijackers incorporated on April 6, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of El Alacran. As of September 1, 2009, the company's common stock traded in the grey market (symbol "EAGM").
30. Extreme Fitness, Inc. is a Nevada corporation formerly known as Long Lake Energy Corp., which the hijackers incorporated on September 14, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Extreme Fitness. As of September 1, 2009, the company's common stock traded in the grey market (symbol "EXTF").
31. Gaming Transactions, Inc. is a Delaware corporation formerly known as Advanced Voice Technologies, Inc., which the hijackers incorporated on May 17, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Gaming Transactions. As of September 1, 2009, the company's common stock traded in the grey market (symbol "GGTS").
32. Innolife Pharma, Inc. is a Delaware corporation formerly known as Balfour Maclaine Corp., which the hijackers incorporated on November 21, 2005 under the same name ,as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "INNP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
33. Interage Ltd. is a Delaware corporation formerly known as Ambassador Eyewear Group, Inc., which the hijackers incorporated on March 11, 2004 under the same name as a then- defunct, publicly traded company also incorporated in Delaware. During the relevant period, the company's stock was quoted on the Pink OTC Markets (symbol "ITGJ").
34. International Energy Ltd. is a California corporation formerly known as Pacific Coast Apparel, which the hijackers incorporated on April 7, 2005 under the same name as a then- defunct company also incorporated in California. During the relevant period, the company's common stock was quoted on the Pink OTC Markets (symbol "ILGL").
35. KSW Industries, Inc. is a Nevada corporation formerly known as Kay Merchandising International Ltd., which the hijackers incorporated on July 15, 2004 under the same name as a then-defunct company incorporated in Delaware. The Commission suspended trading in the securities of KSW on April 6, 2006. As of September 1, 2009, KSW Industries' securities traded in the grey market (symbol "KSWJ").
36. LeaseSmart, Inc. is a California corporation formerly known as Xxsys Technologies, Inc., which the hijackers incorporated on_July 6, 2005 under the same name as a then-defunct company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LSMJ").
37. Level Vision Electronics Ltd. is a Delaware corporation formerly known as EcoTyre Technologies, Inc., which the hijackers incorporated on October 25, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LVLV"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
38. Life Exchange Inc. is a Nevada corporation formerly known as Technology Enterprises, Inc., which the hijackers reinstated on September 3, 2004 without authorization. The company registered its common stock under Exchange Act Section 12(g) in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTC Bulletin Board ("OTCBB") (symbol "LFXG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
39. Lotta Energy Acquisition Corp. is a Florida corporation formerly known as Ensec International, Inc., which the hijackers incorporated on March 3, 2006 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LCOL"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
40. Magellan Energy Ltd. is a Delaware corporation formerly known as The Eastwind Group, Inc., which the hijackers incorporated on November 8, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink .OTC Markets (symbol "MGLG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
41. Marinas International Inc. is a Delaware corporation formerly known as Brazos Sportswear Inc., which the hijackers incorporated on 'July 8, 2005 under the same name as a then-defunct company _ also incorporated in Delaware. As of September 1, 2009, Marinas International's securities traded in the grey market (symbol "MNSI").
42. Microlink Solutions Inc. is a Delaware corporation formerly known as Universal Seismic Associates, Inc., which the hijackers incorporated on June 22, 2006 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. State records show that the current corporate name is Microlink Solutions, but, as of September 1, 2009, the stock traded in the grey market under a prior name, Pocketop Corp. (symbol "PKTO").
43. The Motion Picture Group is a Florida corporation formerly known as ABS Group, Inc., which the hijackers reinstated on May 17, 2004 without authorization. As of September 1, 2009, The Motion Picture Group's securities trade in the grey market under the symbol "MPRG."
44. Mvive Inc. is a Nevada corporation. It resulted from the reverse merger of a Florida corporation into a Nevada corporation effective December 14, 2004. The Florida entity had been incorporated under the name Channel American Broadcasting, Inc. on November 6, 2003 by the hijackers; Channel American Broadcasting, Inc. was the same name as a then- defunct, publicly traded company also incorporated in Florida. Since the merger was effected for the sole purpose of changing the corporate domicile from Florida to Nevada, the CUSIP number and trading symbol associated with the Florida corporation incorporated by the hijackers transferred automatically to the Nevada corporation. The merged entity then changed its name to Mvive, Inc. Mvive registered a class of securities under Section 12(g) of the Exchange Act in late 2005, and then filed a Form 15 in March 2006 terminating the registration. On March 13, 2008, the Commission suspended trading in the securities of Mvive. As of September 1, 2009, the company's common stock traded in the grey market (symbol "MVIV").
45. Natural Medicines Ltd. is a Delaware corporation formerly known as Imark Technologies, Inc., which the hijackers incorporated on August 16, 2006 under the same name as a then-defunct company also incorporated in Delaware. Although its name was later changed to Pharm Control Ltd. and then Natural Medicines Ltd., as of September 1, 2009, its common stock was still quoted on the Pink OTC Markets under the name Pharm Control (symbol "PMCL").
46. NutriOne Corp. is a Florida corporation formerly known as Biscayne Apparel, Inc., which the hijackers incorporated on July 7, 2005 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "NNCP").
47. Packaged Home Solutions is a Florida corporation formerly known as TCPI Inc., which the hijackers incorporated on March 22, 2006 under the same name as a then-defunct company also incorporated in Florida. On September 26, 2006, the hijacking company filed a Form 15 with the Commission terminating the registration of the hijacked issuer's securities under Exchange Act Section 12(g). During the relevant period, the hijacking company's securities were quoted on the Pink OTC Markets (symbol "PKGH").
48. Paramount Gold and Silver Corporation is a Delaware corporation formerly known as PanelMaster Corporation, which the hijackers incorporated on March 31, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. The company registered its common stock with the Commission under Exchange Act Section 12(g) in 2006. The stock is now registered under Exchange Act Section 12(b) [15 U.S.C. § 781]. On March 13, 2008, the Commission suspended trading in the securities of Paramount Gold and Silver. As of September 1, 2009, Paramount Gold and Silver's securities were listed on the NYSE Euronext (symbol "PZG")
49. Reality Racing, Inc. is a Nevada corporation formerly known as Yellowbubble.com, Inc., which the hijackers reinstated on June 6, 2005 without authorization. As of September 1, 2009, Reality Racing's securities traded in the grey --Market (symbol "RRGI").
50. Regal Technologies, Inc. is a Utah corporation formerly known as C&S Research International, Inc., which the hijackers incorporated on September 3, 2004 under the same name as a then-klefunct, publicly traded company also incorporated in Utah. On March 13, 2008, the Commission suspended trading in the securities of Regal Technologies. As of September 1, 2009, the company's common stock traded in the grey markets (symbol "RGTN").
51. Remington Ventures, Inc. is a Nevada corporation formerly known as Medical Home Supplies, Inc., which the hijackers incorporated on March 12, 2004 under the same name as a then-defunct, publicly traded company incorporated in Utah. On March 13, 2008, the Commission suspended trading in the securities of Remington Ventures. As of September 1, 2009, the company's common stock traded in the grey market (symbol "REMV").
52. Straight Up Brands, Inc. is a Delaware corporation formerly known as Pacific Engineering Systems, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Straight Up Brands. As of September 1, 2009, the company's common stock traded in the grey market (symbol "STRU").
53. UDS Group, Inc. is a Nevada corporation formerly known as Blini Hut, Inc., which the hijackers reinstated on January 26, 2005 without authorization. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UDSG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15a-11(f)(3).
54. United Environmental Energy Corp. is a Delaware corporation forinerly known as Eagle Finance Corp., which the hijackers incorporated on November 8, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UTEM").
55. Uptrend Corp. is a Delaware corporation formerly known as Massimo da Milano, Inc., which the hijackers reinstated on November 25, 2003 without authorization. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UPCP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3).
56. VShield Software Corp. is a Delaware corporation formerly known as All for a Dollar, Inc., which the hijackers incorporated on July 16, 2004 under the same name as a then- inactive publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "VSHE"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3).
57. World Hockey Association is a Florida corporation formerly known as Kaplan Industries, Inc., which the hijackers incorporated on September 9, 2003 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "WHKA").
58. WW Energy, Inc. is a Delaware corporation formerly known as Alya International Inc., which the hijackers incorporated on March 12, 2004 under the same name as a then- defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "WWNG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-
11(f)(3).
OTHER RELEVANT ENTITY
59. Select American Transfer Company, formerly located in Toronto, was incorporated by Boock in Delaware and registered as a transfer agent under Section 17(a) of the Exchange Act [15 U.S.C. §78q] with the Commission in April 2005. A transfer agency is an agency (usually a bank) that is appointed by a corporation to keep records of its stock and bond owners and to resolve problems about certificates. Non-bank transfer agencies must register with the SEC and are subject to SEC rules and regulations that establish minimum performance standards regarding the issuance of share certificates and related recordkeeping and reporting requirements.
60. Wong and DeFreitas operated SAT jointly at least until September 2005, when Wong purportedly resigned. DeFreitas continued operating SAT through at least June 2007, using the identities of Amy Giles and Nathan Rogers and the alias Derek Mason in his dealings with third parties, including the Commission. SAT's office was first located in a condominium owned by DeFreitas and then a townhouse owned by DeFreitas's mother. SAT's last filing with the Commission was September 5, 2006. SAT ceased operations in April 2007.
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Next - STATEMENT OF FACTS
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Doc 1 OCR extract
COMPLAINT
Plaintiff Securities and Exchange Commission ("Commission") alleges:
SUMMARY OF ALLEGATIONS
1. This case involves a scheme effected between November 2003 through at least mid-2007 by Irwin Boock ("Boock"), Stanton B.J. DeFreitas ("DeFreitas"), Nicolette D. Loisel ("Loisel"), Roger L. Shoss ("Shoss"), and Jason C. Wong ("Wong") to hijack dozens of defunct publicly-traded corporations, or their identities, for use by private corporations passing themselves off as the defunct publicly-traded corporations, and to offer and sell their securities in violation of the antifraud and registration requirements of the federal securities laws.
2. Boock conceived of the scheme in late 2003.
3. Beginning in November 2003, Boock recruited Shoss and Loisel, two Houston-based attorneys, to handle the paperwork required to effect corporate hijackings, including submitting false documentation to Secretaries of State, the Standard & Poor's CUSIP Service Bureau, transfer agents, and Nasdaq Corporate Data Operations (commonly known as "Nasdaq Reorganization"), as detailed further herein; and to provide opinion letters falsely representing that offerings of securities by the hijacked or hijacking corporations qualified for exemption under Regulation D, Rule 504 [17 C.F.R. § 230.504] from the registration requirements of Section 5 of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77e]. Shoss also acted as middleman for Boock in arranging the sale of the hijacked shell companies to buyers. Boock subsequently decided to incorporate his own transfer agency and turned to Wong, a computer software expert, and DeFreitas, a financial consultant pnd associated person of a now-defunct registered broker-dealer in the United States, to incorporate and operate the Toronto transfer agency, Select American Transfer Company ("SAT'), and facilitate other corporate hijackings.
4. From November 2003 through March 2006, Shoss and Loisel effected at least 22 corporate hijackings on behalf of Boock and issued at least 28 bogus Rule 504 opinion letters resulting in the issuance of approximately 223 million shares. The opinion letters contain deliberately misleading factual statements and conclusions of law.
5. From November 2003 through June 2007, Boock, Wong, and DeFreitas, using a variety of aliases, mailbox addresses, and telephone numbers to hide their roles, effected at least another 23 corporate hijackings through SAT and issued and sold more than seven billion shares. Boock, Wong, and DeFreitas also sold shares into the secondary market.
6. By engaging in the transactions, acts, practices, and courses of business alleged herein, defendants Boock, Wong, DeFreitas, Shoss and Loisel (referred to herein individually and collectively as Defendants) knowingly violated the antifraud and registration provisions of the federal securities laws. Boock also violated an existing penny stock bar imposed against him under Section 15(b)(6) of the Exchange Act [15 U.S.C. §78o] in a prior settled administrative proceeding instituted by the Commission in 2002.
JURISDICTION
7. This Court has jurisdiction of this action pursuant to Sections 20 and 22(a) of the Securities Act [15 U.S.C. §§ 77t, 77v(a)], and Sections 21(d) and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d) and 78aa].
8. The hijackers made use of the means and instrumentalities of interstate commerce or of the mails in connection with the acts, practices, and courses of business alleged herein.
DEFENDANTS
9. Irwin Boock, age 55, born Irwin Lawrence Krakowsky, is a Canadian citizen and resides in Toronto, Ontario, Canada. Boock used the identity of a living person, Alex Kaplun, as well as aliases, including John Sparrow, John Carson; and David Watson, in the scheme. The Commission previously sued Boock in SEC v. Leah Industries, Inc., et al., No. 00-B-1921 (D. Colo. filed September 28, 2000) ("Leah Industries"). On November 22, 2002, a consent judgment was entered against Boock in that action pursuant to which he was permanently enjoined from violating Section 17 of the Securities Act [15 U.S.C. § 77q] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder and ordered to disgorge $379,619 and pay a civil penalty under Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act of $50,000. Boock has never paid the monetary relief. On December 6, 2002, shortly after the judgment in Leah Industries, the Commission instituted a settled administrative proceeding against Boock under Exchange Act Section 15(b)(6) pursuant to which he was barred from participating in any offering of a penny stock.
10. Jason C. Wong, age 32, is a Canadian citizen and resides in Markham, Ontario. Wong used the aliases George Anderson and John Sparrow in the scheme. During the relevant period, Wong was the chief executive officer, president, and a director of a software and business solutions company in Toronto, Online Database Solutions, Inc., that was quoted in the pink sheets.
11. Stanton B.J. DeFreitas, age 33, is a dual citizen of Canada and St. Vincent and the Grenadines and resides in Toronto, Ontario. He used the aliases John Sparrow and Derek Mason and the identities of two living persons, Nathan Rogers and Amy Giles, in the scheme. During the relevant period, he held a Masters of Business Administration, was a Canadian Certified Financial Consultant, and provided accounting and business consulting services, admittedly specializing in the formation of offshore entities. In late 2006, DeFreitas became an associated person of a now defunct broker dealer in the United States, Franklin Ross, Inc.
12. Roger L. Shoss, age 64, is a citizen of the United States and resides in Houston, Texas. He has been a licensed attorney in Texas for approximately 30 years. During the relevant period, he operated as a solo practitioner specializing in corporate and securities law.
13. Nicolette D. Loisel, age 52, is a citizen of the United States and resides in Houston, Texas. She has been a licensed attorney in Texas for approximately 27 years. She has specialized in corporate and securities law. Beginning in or around 2003, Shoss contracted Loisel to perform services in connection with the scheme.
RELIEF DEFENDANTS
14. Birte Boock ("Birte"), age 62, is a citizen of Canada and resides in Toronto, Ontario. She is Boock's wife. The Commission previously sued Birte in Leah Industries. On November 22, 2002, a consent judgment was entered against Birte in that action pursuant to which she was permanently enjoined from violating Section 17 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and ordered to pay a civil penalty of $50,000 under Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act. Birte has never paid the monetary relief.
15. 1621566 Ontario, Inc. is a company incorporated in Ontario. Throughout the relevant period up to the present, the company has listed Birte as its president, secretary, and director.
HIJACKED OR HIJACKING COMPANIES
16. Advanced Growing Systems, Inc. [FL] is a Florida corporation formerly known as The BigHub.com, Inc., which the hijackers incorporated on. July 8, 2005 under the same name as an inactive, publicly traded company also incorporated in Florida. The newly-incorporated corporation usurped the ticker symbol of the inactive corporation ("BHUB"), and issued purportedly publicly traded shares under that ticker symbol. On discovering the fraud, management of the inactive corporation publicly challenged the hijacking and ultimately restored to it the use of its BHUB ticker symbol. The hijacking entity then changed its name to Advanced Growing Systems. Its shares are not currently publicly traded.
17. Advanced Growing Systems, Inc. [NV] is a Nevada corporation. It resulted from the reverse merger of a Nevada corporation into a California corporation effective June 20, 2006. The California entity had been incorporated under the name PCC Group, Inc. on July 6, 2005 by the hijackers using the same name as a then-defunct publicly traded company also incorporated in California. The merged entity changed its name to Advanced Growing Systems, Inc., and changed the state of domicile from California to Nevada. The CUSIP number and trading symbol associated with the California corporation transferred to the Nevada corporation. The company registered its common stock under Exchange Act Section 12(g) [15 U.S.C. § 781] in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTCBB (symbol "AGWS").
18. AEI Transportation Holdings, Inc. is a Nevada corporation formerly known as XO Logic Inc., which the hijackers reinstated on June 6, 2005 without authority. The name was changed to Doll Technology Group, Inc. and then to AEI Transportation Holdings, Inc. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets under the former name of Doll Technology Group, Inc. (symbol "DTGP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3) [17 C.F.R. § 240.15c2-11(f)(3)].
19. Aerofoam Metals, Inc. is a Delaware corporation formerly known as TAM Restaurants, Inc., which the hijackers incorporated on March
20, 2006 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. The fact of the hijacking became publicly known during a revocation proceeding instituted by the Commission under Exchange Act Section 12(j) in 2007 against the originally incorporated TAM Restaurants for failure to file periodic and annual reports. As of September 1, 2009, the company's common stock traded in the grey markets (symbol "AFML").
20. Andros Island Development Corporation is a Nevada corporation formerly known as KIMG Management Group, Inc., which the hijackers incorporated on July 15, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Nevada. On March 13, 2008, the Commission suspended trading in the securities of Andros Island.. As of September 1, 2009, the company's common stock traded in the grey market (symbol "AVPJ").
21. The Alcar Chemicals Group, Inc. is a Delaware corporation formerly known as Birman Managed Care, Inc., which the hijackers incorporated on July 6, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock traded in the grey market (symbol "ACMG").
22. Asia Telecom Ltd. is a California corporation formerly known as Jalate Ltd., which the hijackers incorporated on February 14, 2006 under the same name as a then-defunct, publicly traded company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC.Markets (symbol "ATLJ").
23. Asante Networks, Inc. is a Delaware corporation formerly known as Pacific Chemical, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Asante Networks. As of September 1, 2009, the company's common stock traded in the grey market (symbol "ASTN").
24. Bicoastal Communications, Inc. is a Delaware corporation formerly known as The Pathways Group, Inc., which the hijackers incorporated on April 6, 2005 under the same name as a then-defunct company also incorporated in Delaware. During the relevant period, the company's common stock was quoted on the Pink OTC Markets (symbol "BCLC").
25. Brekkford International Corp. is a Delaware corporation formerly known as California Cyber Design, Inc., which the hijackers reinstated on August 8, 2004 without authorization. The company registered its common stock under Exchange Act Section 12(g) in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTCBB (symbol "BFDI").
26. Cavico Corp. is a Delaware corporation formerly known as Laminaire Corporation, which the hijackers incorporated on September 13, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, 2009, the company's common stock was quoted on the Pink OTC Markets and the OTCBB (symbol "CVIC").
27. China Adnet Enterprises Inc. is a California corporation formerly known as Baker Communications Inc., which the hijackers incorporated on July 14, 2005 under the same name as a then-defunct publicly traded company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "CAEJ"),
had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
28. Complete Care Medical, Inc. is a Delaware corporation formerly known as PacificAmerica Money Center, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Complete Care Medical. As of September 1, 2009, the company's common stock traded in the grey market (symbol "CCMI").
29. El Alacran Gold Mine Corp. is a Delaware corporation formerly known as Pawnbroker.com, which the hijackers incorporated on April 6, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of El Alacran. As of September 1, 2009, the company's common stock traded in the grey market (symbol "EAGM").
30. Extreme Fitness, Inc. is a Nevada corporation formerly known as Long Lake Energy Corp., which the hijackers incorporated on September 14, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Extreme Fitness. As of September 1, 2009, the company's common stock traded in the grey market (symbol "EXTF").
31. Gaming Transactions, Inc. is a Delaware corporation formerly known as Advanced Voice Technologies, Inc., which the hijackers incorporated on May 17, 2004 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Gaming Transactions. As of September 1, 2009, the company's common stock traded in the grey market (symbol "GGTS").
32. Innolife Pharma, Inc. is a Delaware corporation formerly known as Balfour Maclaine Corp., which the hijackers incorporated on November 21, 2005 under the same name ,as a then-defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "INNP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
33. Interage Ltd. is a Delaware corporation formerly known as Ambassador Eyewear Group, Inc., which the hijackers incorporated on March 11, 2004 under the same name as a then- defunct, publicly traded company also incorporated in Delaware. During the relevant period, the company's stock was quoted on the Pink OTC Markets (symbol "ITGJ").
34. International Energy Ltd. is a California corporation formerly known as Pacific Coast Apparel, which the hijackers incorporated on April 7, 2005 under the same name as a then- defunct company also incorporated in California. During the relevant period, the company's common stock was quoted on the Pink OTC Markets (symbol "ILGL").
35. KSW Industries, Inc. is a Nevada corporation formerly known as Kay Merchandising International Ltd., which the hijackers incorporated on July 15, 2004 under the same name as a then-defunct company incorporated in Delaware. The Commission suspended trading in the securities of KSW on April 6, 2006. As of September 1, 2009, KSW Industries' securities traded in the grey market (symbol "KSWJ").
36. LeaseSmart, Inc. is a California corporation formerly known as Xxsys Technologies, Inc., which the hijackers incorporated on_July 6, 2005 under the same name as a then-defunct company also incorporated in California. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LSMJ").
37. Level Vision Electronics Ltd. is a Delaware corporation formerly known as EcoTyre Technologies, Inc., which the hijackers incorporated on October 25, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LVLV"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2- 11(f)(3).
38. Life Exchange Inc. is a Nevada corporation formerly known as Technology Enterprises, Inc., which the hijackers reinstated on September 3, 2004 without authorization. The company registered its common stock under Exchange Act Section 12(g) in 2007. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets and OTC Bulletin Board ("OTCBB") (symbol "LFXG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
39. Lotta Energy Acquisition Corp. is a Florida corporation formerly known as Ensec International, Inc., which the hijackers incorporated on March 3, 2006 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "LCOL"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
40. Magellan Energy Ltd. is a Delaware corporation formerly known as The Eastwind Group, Inc., which the hijackers incorporated on November 8, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink .OTC Markets (symbol "MGLG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(0(3).
41. Marinas International Inc. is a Delaware corporation formerly known as Brazos Sportswear Inc., which the hijackers incorporated on 'July 8, 2005 under the same name as a then-defunct company _ also incorporated in Delaware. As of September 1, 2009, Marinas International's securities traded in the grey market (symbol "MNSI").
42. Microlink Solutions Inc. is a Delaware corporation formerly known as Universal Seismic Associates, Inc., which the hijackers incorporated on June 22, 2006 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. State records show that the current corporate name is Microlink Solutions, but, as of September 1, 2009, the stock traded in the grey market under a prior name, Pocketop Corp. (symbol "PKTO").
43. The Motion Picture Group is a Florida corporation formerly known as ABS Group, Inc., which the hijackers reinstated on May 17, 2004 without authorization. As of September 1, 2009, The Motion Picture Group's securities trade in the grey market under the symbol "MPRG."
44. Mvive Inc. is a Nevada corporation. It resulted from the reverse merger of a Florida corporation into a Nevada corporation effective December 14, 2004. The Florida entity had been incorporated under the name Channel American Broadcasting, Inc. on November 6, 2003 by the hijackers; Channel American Broadcasting, Inc. was the same name as a then- defunct, publicly traded company also incorporated in Florida. Since the merger was effected for the sole purpose of changing the corporate domicile from Florida to Nevada, the CUSIP number and trading symbol associated with the Florida corporation incorporated by the hijackers transferred automatically to the Nevada corporation. The merged entity then changed its name to Mvive, Inc. Mvive registered a class of securities under Section 12(g) of the Exchange Act in late 2005, and then filed a Form 15 in March 2006 terminating the registration. On March 13, 2008, the Commission suspended trading in the securities of Mvive. As of September 1, 2009, the company's common stock traded in the grey market (symbol "MVIV").
45. Natural Medicines Ltd. is a Delaware corporation formerly known as Imark Technologies, Inc., which the hijackers incorporated on August 16, 2006 under the same name as a then-defunct company also incorporated in Delaware. Although its name was later changed to Pharm Control Ltd. and then Natural Medicines Ltd., as of September 1, 2009, its common stock was still quoted on the Pink OTC Markets under the name Pharm Control (symbol "PMCL").
46. NutriOne Corp. is a Florida corporation formerly known as Biscayne Apparel, Inc., which the hijackers incorporated on July 7, 2005 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "NNCP").
47. Packaged Home Solutions is a Florida corporation formerly known as TCPI Inc., which the hijackers incorporated on March 22, 2006 under the same name as a then-defunct company also incorporated in Florida. On September 26, 2006, the hijacking company filed a Form 15 with the Commission terminating the registration of the hijacked issuer's securities under Exchange Act Section 12(g). During the relevant period, the hijacking company's securities were quoted on the Pink OTC Markets (symbol "PKGH").
48. Paramount Gold and Silver Corporation is a Delaware corporation formerly known as PanelMaster Corporation, which the hijackers incorporated on March 31, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. The company registered its common stock with the Commission under Exchange Act Section 12(g) in 2006. The stock is now registered under Exchange Act Section 12(b) [15 U.S.C. § 781]. On March 13, 2008, the Commission suspended trading in the securities of Paramount Gold and Silver. As of September 1, 2009, Paramount Gold and Silver's securities were listed on the NYSE Euronext (symbol "PZG")
49. Reality Racing, Inc. is a Nevada corporation formerly known as Yellowbubble.com, Inc., which the hijackers reinstated on June 6, 2005 without authorization. As of September 1, 2009, Reality Racing's securities traded in the grey --Market (symbol "RRGI").
50. Regal Technologies, Inc. is a Utah corporation formerly known as C&S Research International, Inc., which the hijackers incorporated on September 3, 2004 under the same name as a then-klefunct, publicly traded company also incorporated in Utah. On March 13, 2008, the Commission suspended trading in the securities of Regal Technologies. As of September 1, 2009, the company's common stock traded in the grey markets (symbol "RGTN").
51. Remington Ventures, Inc. is a Nevada corporation formerly known as Medical Home Supplies, Inc., which the hijackers incorporated on March 12, 2004 under the same name as a then-defunct, publicly traded company incorporated in Utah. On March 13, 2008, the Commission suspended trading in the securities of Remington Ventures. As of September 1, 2009, the company's common stock traded in the grey market (symbol "REMV").
52. Straight Up Brands, Inc. is a Delaware corporation formerly known as Pacific Engineering Systems, Inc., which the hijackers incorporated on February 10, 2005 under the same name as a then-defunct, publicly traded company also incorporated in Delaware. On March 13, 2008, the Commission suspended trading in the securities of Straight Up Brands. As of September 1, 2009, the company's common stock traded in the grey market (symbol "STRU").
53. UDS Group, Inc. is a Nevada corporation formerly known as Blini Hut, Inc., which the hijackers reinstated on January 26, 2005 without authorization. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UDSG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15a-11(f)(3).
54. United Environmental Energy Corp. is a Delaware corporation forinerly known as Eagle Finance Corp., which the hijackers incorporated on November 8, 2005 under the same name as a then-defunct company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UTEM").
55. Uptrend Corp. is a Delaware corporation formerly known as Massimo da Milano, Inc., which the hijackers reinstated on November 25, 2003 without authorization. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "UPCP"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3).
56. VShield Software Corp. is a Delaware corporation formerly known as All for a Dollar, Inc., which the hijackers incorporated on July 16, 2004 under the same name as a then- inactive publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "VSHE"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-11(f)(3).
57. World Hockey Association is a Florida corporation formerly known as Kaplan Industries, Inc., which the hijackers incorporated on September 9, 2003 under the same name as a then-defunct company also incorporated in Florida. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "WHKA").
58. WW Energy, Inc. is a Delaware corporation formerly known as Alya International Inc., which the hijackers incorporated on March 12, 2004 under the same name as a then- defunct, publicly traded company also incorporated in Delaware. As of September 1, 2009, the company's common stock was quoted on the Pink OTC Markets (symbol "WWNG"), had market makers, and was eligible for the piggyback exemption of Exchange Act Rule 15c2-
11(f)(3).
OTHER RELEVANT ENTITY
59. Select American Transfer Company, formerly located in Toronto, was incorporated by Boock in Delaware and registered as a transfer agent under Section 17(a) of the Exchange Act [15 U.S.C. §78q] with the Commission in April 2005. A transfer agency is an agency (usually a bank) that is appointed by a corporation to keep records of its stock and bond owners and to resolve problems about certificates. Non-bank transfer agencies must register with the SEC and are subject to SEC rules and regulations that establish minimum performance standards regarding the issuance of share certificates and related recordkeeping and reporting requirements.
60. Wong and DeFreitas operated SAT jointly at least until September 2005, when Wong purportedly resigned. DeFreitas continued operating SAT through at least June 2007, using the identities of Amy Giles and Nathan Rogers and the alias Derek Mason in his dealings with third parties, including the Commission. SAT's office was first located in a condominium owned by DeFreitas and then a townhouse owned by DeFreitas's mother. SAT's last filing with the Commission was September 5, 2006. SAT ceased operations in April 2007.
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Next - STATEMENT OF FACTS
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