Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
These guys have continued scamming people even after they were busted for BHUB. The OSC had better ban ALL of them for life this time.
I agree. Why can't a mara-ja-wana company take over the share structure. Boy, that would be sweet!
That would be great. I have 100 clams locked up in this corpse.
Can BHUB re-BOING?
It is delisted. Why can't it RE-LIST? :
http://www.investopedia.com/terms/r/relisted.asp
Definition of 'Relisted'
The return to listed status for a stock after having been delisted from an exchange for not being in compliance with the exchange's listing requirements. A company's stock may be delisted either by the exchange or voluntarily for a number of reasons including bankruptcy, failure to file mandatory reports, or a depressed share price that is below the exchange's minimum threshold. Once the company puts its house in order and meets the listing requirements, it can apply to relist its shares.
Investopedia explains 'Relisted'
Unlike a hot initial public offering (IPO), the reception from investors to a company's relisting is likely to be mixed, as it may be weighed down by its past record. Historically, few companies have gone on to reach their previous highs after relisting their shares.
LET'S ASK BIG KNOT!!!!!!!!!!!
is BHUB even a shell or is it still delisted?
IF BHUB has any value as a shell =
Many start-up MJ companies are reverse merging into turd companies to begin trading and raise capital:
http://www.washingtontimes.com/news/2014/mar/4/dc-council-gives-final-approval-bill-decriminalizi/
What's tanking? BHUB is delisted and is on a global lock. The stock does not trade, so it can't tank. LOL
I'm waiting for another company to purchase it's stock structure. Much cheaper $$ than creating one from scratch. It's called a shell FYI.
its gonna tank your going to lose your money ,they are diluting big time
Sorry wrong board!!
What does it have to do with BHUB shares?
AFPW just had a 30M buy on the ask at 0.0007 !!!!
I hope so. I made $45.00 on GFCI, so I guess I can't join the suit. LOL But I want my $100 back I lost in BHUB. To many here that is lunch money, but to me it pays for 3 months car insurance..... I squeeze pennies so tight, Lincoln's head pop's off! I want all my $%#*$% money I lost on the b**ches that stole it! Many of whom are on these boards who worked with MM's. Especially that SHAAAAAKKKKERZ azzhole!
I want my $! I have 20K shares and restitution is demanded!
Not likely. These crooks usually spend all of their winnings until their next scam. OSC will fine them, ban them from the securities industry and order them to pay back ill-gotten gains but these crooks will claim they are broke and can't pay back the money.
A criminal complaint by the Canadian or US government is necessary to go after their assets and put them in prison.
Does this hearing mean we might see some money from the settlement on BHUB?
OSC - Notice from the Office of the Secretary
September 17, 2013
Source: http://www.osc.gov.on.ca/en/Proceedings_enr_20130917_boocki.htm
IN THE MATTER OF IRWIN BOOCK, STANTON DEFREITAS, JASON WONG, SAUDIA ALLIE, ALENA DUBINSKY, ALEX KHODJAIANTS SELECT AMERICAN TRANSFER CO., LEASESMART, INC., ADVANCED GROWING SYSTEMS, INC., INTERNATIONAL ENERGY LTD., NUTRIONE CORPORATION, POCKETOP CORPORATION, ASIA TELECOM LTD., PHARM CONTROL LTD., CAMBRIDGE RESOURCES CORPORATION, COMPUSHARE TRANSFER CORPORATION, FEDERATED PURCHASER, INC., TCC INDUSTRIES, INC., FIRST NATIONAL ENTERTAINMENT CORPORATION, WGI HOLDINGS, INC. and ENERBRITE TECHNOLOGIES GROUP
TORONTO – Following the hearing on the merits in the above noted matter, the Commission issued its Reasons and Decision.
The Commission also issued an Order which provides that the hearing to determine sanctions and costs will be held at the offices of the Commission at 20 Queen Street West, 17th floor, Toronto, ON, on November 12, 2013, at 10:00 a.m., or such further or other dates as agreed by the parties and set by the Office of the Secretary;
A copy of the Reasons and Decision and the Order dated September 13, 2013 are available at www.osc.gov.on.ca
Reasons and Decision:
http://www.osc.gov.on.ca/en/Proceedings_rad_20130913_boocki.htm
Order dated September 13, 2013:
http://www.osc.gov.on.ca/en/Proceedings_rad_20130913_boocki_2.htm
OFFICE OF THE SECRETARY
JOHN P. STEVENSON
SECRETARY
For media inquiries:
media_inquiries@osc.gov.on.ca
Carolyn Shaw-Rimmington
Manager, Public Affairs
416-593-2361
Aly Vitunski
Senior Media Relations Specialist
416-593-8263
Alison Ford
Media Relations Specialist
416-593-8307
For Investor Inquiries:
OSC Contact Centre
416-593-8314
1-877-785-1555 (Toll Free)
Actually, yes it can.
Booke and DeFreitas Involved in MGLG Shell Scam
TORONTO — The Globe and Mail
JEFF GRAY - LAW REPORTER
Published Tuesday, Apr. 02 2013, 7:00 PM EDT
Shnaider keen on Russian oil venture, ex-partner testifies
Toronto billionaire Alex Shnaider was so enthusiastic about an oil and gas venture proposed by former oil executive Michael Shtaif in 2005 that he wanted to invest $200-million, Mr. Shtaif told a courtroom on Tuesday.
Mr. Shtaif, a Canadian citizen of Russian origin who once worked as a senior official with Russian oil firms Yukos and TNK-BP, was in the witness box on Tuesday testifying in a tangled civil trial over his falling out with Mr. Shnaider.
In court documents, Mr. Shnaider has alleged that Mr. Shtaif was part of a scheme to defraud him, inducing him to invest $50-million with a promise of $70-million from other investors that never materialized. Mr. Shtaif denies the allegations. He alleges that Mr. Shnaider tried to push him out of the joint venture and bribed Russian police to investigate him for fraud, allegations Mr. Shnaider denies. The allegations have not been proven.
In a Toronto courtroom, Mr. Shtaif recounted the first meeting between the two men in November, 2005. They met at the Toronto offices of Mr. Shnaider’s company, Midland Resources Holding Ltd., with which the Russian-born Toronto-based billionaire made his fortune in the Eastern European steel business.
Mr. Shtaif told court that the pair hit it off, with “similar personalities” and “similar interests,” over a two-hour meeting. And he testified that Mr. Shndaider was very interested in Mr. Shtaif’s plan to use his expertise to ferret out undervalued oil fields in Russia.
“As they say in baseball, I pitched him a fastball and he reacted,” Mr. Shtaif told court, saying he declined Mr. Shnaider’s initial offer of a $200-million investment for a 80-per-cent stake in Mr. Shtaif’s venture, as he did not want one dominating shareholder.
They later agreed on a $50-million investment, for a 32-per-cent share, Mr. Shtaif said, although Mr. Shnaider would later try to “squeeze” a larger share, he said.
Mr. Shtaif said he was unaware at that time that a purported Toronto investor in his venture, who used the named John Howard, was allegedly a man named Irwin Boock, who according to court documents, has faced Ontario Securities Commission proceedings and criminal charges related to fraud. It was Mr. Boock who had provided the shell company, called Magellan Energy Ltd. (MGLG), to become the corporate vehicle for the joint venture.
But the company, it is alleged, turned out to be a fraudulently created “sham,” Mr. Shtaif said. Another associate of Mr. Boock, Magellan board member Stanton DeFreitas, was also allegedly secretly selling “illegal” shares in the company and failing to pass the proceeds onto Magellan, Mr. Shtaif testified. (Both Mr. Boock and Mr. DeFreitas were also named as defendants in Mr. Shnaider’s lawsuit.)
Mr. Shtaif told court that Mr. Shnaider ended up with 1.4 million “illegal shares” from Mr. DeFreitas, although the billionaire said the purchase was “inadvertent.” Mr. Shtaif denied that he received any of these shares.
Mr. Shtaif, after learning of the problems, initially sued Mr. Howard and others over the issue in the United States but then dropped the lawsuit “reluctantly,” he testified, in order to protect Mr. Shnaider from being accused publicly of being involved in the “illegal distribution” of shares.
“I think that there was a lot of backdoor dealings going on between Mr. Shnaider, Mr. DeFreitas, and whoever, that we as the board of Magellan knew nothing about,” Mr. Shtaif told court.
Mr. Shnaider “should not have received those shares and he knew and should have known better than that,” Mr. Shtaif said.
Mr. Shtaif denied that he intentionally misled Mr. Shnaider about the $70-million investment pledged by a company allegedly controlled by the man calling himself Mr. Howard, which never materialized.
He told the court that he relied on word from Mr. DeFreitas when he told Mr. Shnaider in an e-mail that the first $10-million instalment of the $70-million had been paid: “I never intentionally or meant to mislead anybody at any time.”
Source
T: 1-800-229-2276 WORKS!
Baron International Inc.
148 South Valley Road
West Orange, NJ 07052
T: 1-800-229-2276
~ Slaz, that 1 800 number came off of this 2013 link Regarding TAKK SYSTEMS BeerSAVER, and Baron International Inc when you scroll to the bottom! Updated just for you.
http://www.usbeersaver.com/english/DealerLocator.aspx
You can call like i did, last friday, and talk to the man who identified himself as, Mr.KUSHNER. Mr.KUSHNER still owns shares of BIHC stock, that is what the man who identified himself as Mr.Kushner said. You really should and must call immediately and ask for Mr.HATYER, I mean Mr.KUSHNER!
~~~ Mr.HAYTER sure does update his shareholders well regarding this 2010 link regarding the subsidiary of BIHC stock called BARON INTERNATIONAL.
http://www.tmcnet.com/usubmit/2008/06/25/3516521.htm
~~~ Sure is great progress on the subsidiary Baron International!
http://newyork.citybizlist.com/article/bih-corporation-reports-current-status-4
~~~ SLaz, Baron International Inc., looks like a great prize to BIHC stock in my opinion of speculations!
http://mobile.wnd.com/markets/news/read/6340163/bih_corporation_updates_status_of_pending_sale_of_its_baron_international_subsidiary
~~~~~~~~~~~ Slaz, you should call the 1800 that works over at BARON INTERNATIONAL INC Buddy!!! 1 800 number means REvenue don't it SLAZ? Employees are working hard so push a number and direct yourself when you call the 1 800 number !!! Post on the BIHC stock message board when you get an employee over at the 1800 number.~~~~~~~~~~ Slaz, you should ask for JEFFERY who works over at the 1800 number at Baron international INC., he is Great, ask him to get your message off to Mr.KUSHNER who is busy!!!
hey just wondering... haven't logged into investors hub or checked these boards for years until I recently received other paperwork in mail for a similar situation with another stock GFCI, and I remembered my old BHUB.... GFCI must have been an sec investigation and the outcome states in the paperwork that there are funds available and allocated to pay shareholders of record who sold and lost $$. unfortunately that was a small sum. my bhub stake is much larger. Anything like that possible or in the works for BHUB?
Loll good luck! 0,01 would be fine!
When the bid goes to 1.00, I am bid wacking, sorry boys.
I do hope so but I don´t think so.
my longest investment by far and I think it will last longer then my life.
Sure hope it does come back. 9 mil shares here!
I thought it was after all these years
It's coming. Just be patient. Can't stay locked up forever.
Did i miss something? What payday?
Holding on to 20,000 shares baby! Waiting for $payday$
Big knot already reported this.. thanks!
Thank you for posting the updates, mate.
Alena Dubinsky of Ontario Named as a Relief Defendant
U.S. Securities and Exchange Commission
Litigation Release No. 22516 / October 19, 2012
SEC v. Irwin Boock, et al., Civil Action No. 09 CV 8261 (S.D.N.Y) (DLC)
On October 17, 2012, the United States Securities and Exchange Commission filed an amended complaint naming Alena Dubinsky as a relief defendant in its pending civil injunctive action before the United States District Court for the Southern District of New York. The action stems from the hijacking of defunct or inactive publicly-traded companies and the unregistered offer and sale of securities. The amended complaint alleges that Dubinsky, a resident of Ontario, Canada, opened bank and brokerage accounts in Toronto at the behest of certain defendants through which were effected unregistered sales of securities and the deposit of at least $1 million in illicit proceeds. The Commission is seeking disgorgement.
The Commission acknowledges the assistance and cooperation of the Ontario Securities Commission.
Source: http://www.sec.gov/litigation/litreleases/2012/lr22516.htm
For further information, please see Litigation Release Nos. 21243 (October 8, 2009) and 22499 (September 28, 2012).
http://www.sec.gov/litigation/litreleases/2009/lr21243.htm
Does this mean anything for us?
SEC Litigation Release No. 22499 - September 28, 2012
Securities and Exchange Commission v. Irwin Boock, et al., Civil Action No. 09 CV 8261 (S.D.N.Y) (DLC)
SEC Obtains Judgments and $12.9 Million in Monetary Relief Against Three Defendants Involved in 23 Corporate Hijackings
On August 2, 2012, the United States District Court for the Southern District of New York entered judgments against Irwin Boock, Jason C. Wong and Stanton B.J. DeFreitas for their involvement in hijacking 23 defunct or inactive publicly-traded companies and subsequently making unregistered offers and sales of billions of shares.
On March 26, 2010, the Court entered a default as to Boock and DeFreitas and imposed permanent injunctions against future violations of the registration provisions, Section 5 of the Securities Act of 1933, and the antifraud provisions, Securities Act 17(a) and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court order also imposed a permanent bar against Boock and DeFreitas participating in any offering of a penny stock and a permanent bar against Boock serving as an officer or director of a publicly-traded company with a class of securities registered with the Commission.
On August 25, 2011, the Court entered summary judgment as to Wong on the Commission's claims under Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5. The Court also granted partial summary judgment as to Wong on the Commission's claims under Securities Act Section 5, finding that the evidence was sufficient to establish that Wong had violated the registration requirements in relation to 12 of the hijacked companies.
The judgments entered on August 2, 2012 hold Boock, Wong, and DeFreitas jointly and severally liable to pay $6,140,172 in disgorgement and $2,062,282 in prejudgment interest. The judgments also order Boock, Wong, and DeFreitas to pay civil penalties of $2,999,000, $1,560,000, and $130,000, respectively.
As noted in the Court's opinion and order issued at the same time as the judgments were entered, the Court imposed a lower penalty on DeFreitas based on his acceptance of responsibility and active cooperation with the Commission staff during the litigation. The judgment entered against Wong also permanently enjoins him from committing future violations of Securities Act Sections 5 and 17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder and imposes a permanent penny stock bar and officer and director bar.
On September 24, 2012, the Commission instituted an order suspending a fourth defendant, Roger L. Shoss, from appearing or practicing as an attorney before the Commission pursuant to Rule 102(e)(2) of the Commission's Rules of Practice based on his felony conviction in United States v. Roger Shoss, et al., Case # 8:11-cr-00366-T-30TBM (M.D. Fla.). See In the Matter of Roger L. Shoss, Administrative Proceeding No. 3-15041 (Ex. Act Rel. No. 67914). The Commission's civil action against Shoss has been stayed pending the outcome of the criminal proceeding.
The Commission acknowledges the assistance and cooperation of the Ontario Securities Commission, the U.S. Attorney's Office for the Middle District of Florida in Tampa, the Tampa Field Offices of the U.S. Secret Service, U.S. Immigration and Customs Enforcement, and the Financial Industry Regulatory Authority.
http://www.sec.gov/litigation/litreleases/2012/lr22499.htm
__________
For further information, please see SEC Civil Complaint - Litigation Release No. 21243 (October 8, 2009).
http://www.sec.gov/litigation/litreleases/2009/lr21243.htm
LOL!!!
Today "Big Knot" turns 60!
What is the chance of ever seeing our money again?
OSC Settlement with Irwin Boock
http://www.osc.gov.on.ca/en/Proceedings_rad_20120210_boocki.htm
http://www.osc.gov.on.ca/documents/en/Proceedings-RAD/rad_20120210_boocki.pdf
OSC settles corporate hijacking case against Boock
2012-02-17 14:07 ET - Street Wire
by Mike Caswell, Stockwatch.com
Irwin Boock, the Toronto man accused of hijacking the identities of 43 inactive pink sheets companies and selling them as shells, has agreed to pay $270,300 to settle an Ontario Securities Commission case that arose from the scheme. The settlement, contained in an administrative order dated Friday, Feb. 10, permanently bans Mr. Boock from trading any securities and from acting as a director, officer or promoter of any public company.
The penalties stem from a scheme in which Mr. Boock, 55, and others stole the identities of inactive pink sheets companies by filing false paperwork with the Cusip Bureau and multiple secretaries of state. They then sold the companies as shells to various buyers between 2003 and 2007. One went on to become Toronto Stock Exchange listing Paramount Gold and Silver Corp., and another became Surrey-based pink sheets listing World Hockey Association Corp. (There were no allegations of wrongdoing against the companies themselves.) In settling the case, Mr. Boock agreed to disgorge $145,300 in illegal gains, to pay a $70,000 administrative penalty and to pay hearing costs of $55,000.
While Mr. Boock has now settled with the OSC, he still faces a civil suit from the U.S. Securities and Exchange Commission for the hijackings. He initially ignored that case, and the SEC obtained a default order against him on March 26, 2010, with appropriate penalties to follow. He has since been trying to have the default ruling overturned, arguing that he was unable to cope with the financial burden of defending both the OSC and SEC actions at once. The judge has not yet ruled on his request.
Although Mr. Boock has admitted to the essentials of the hijacking scheme in settling with the OSC, the admission may not have any weight in the SEC case. Part of his settlement agreement states that he entered the deal "without prejudice to Boock in any other proceedings of any kind" and that he does not admit to any civil or criminal liability.
Boock's OSC settlement
The hijacking scheme, as described in Mr. Boock's settlement agreement, was carried out through two transfer agencies that Mr. Boock ran, called Select American Transfer and Compushare Transfer Corp. (both of which the OSC has since shut down). He targeted public companies, all listed on the pink sheets, that had gone dormant. Using false paperwork, he was able to incorporate new companies with the same names as the inactive entities, and obtain new Cusip numbers and symbols for those companies.
One of the keys to the scheme, according to the settlement, was the control that Mr. Boock and others exerted over Select American Transfer. It served as agent for many of the hijacked companies and filed the necessary paperwork for name changes and share issuances. (Its only employee was a 24-year-old student from Guyana, who simply did what she was told, according to documents filed in the SEC case.)
The companies that Mr. Boock and the others typically targeted were those that still traded, but lacked a current transfer agent or contact person. In some instances, they found that the secretary of state had declared a company void. When this occurred, they incorporated a new company with the same name, and used it to assume the identity of the old one. The new company would then roll back at a fairly high ratio, typically 1:1,000, and would change its name and obtain a new Cusip number and trading symbol. The net effect of this would be to remove most previous shareholders.
(Mr. Boock and the others also obtained millions of free-trading shares in the companies using bogus opinion letters, according to the SEC. They paid two Houston lawyers to write letters that they used to obtain 223 million free-trading shares in 19 of the companies, the SEC said. The letters purported to rely on Rule 504, which is normally only available to accredited investors who do not plan to sell the stock.)
It is not clear exactly how much money Mr. Boock made from the scheme. According to the settlement, he sold $150,000 worth of stock in the hijacked companies through the market at some point, but then transferred $120,000 of the money to somebody else.
The hijacking scheme is not the first breach of the Ontario Securities Act by Mr. Boock (who was born Irwin Krakowsky). In January, 1991, he settled an OSC case in which the regulator said he filed forged documents with the commission and a transfer agent. He paid $15,000 and was banned from trading and from serving as an officer or director of a public company for 10 years. Just two years later, in May, 1993, he was convicted on fraud and forgery charges in Ontario, and received three years in jail. He was charged with fraud in Ontario yet again in September, 1998, and received two years of probation.
The SEC has also previously fined Mr. Boock. In November, 2002, he agreed to pay $429,619 to settle a civil suit stemming from reporting violations at Leah Industries Inc., an OTC Bulletin Board listing. The SEC said he had the company report earnings that were purportedly audited by Deloitte & Touche when there had been no such audit. He then sold 537,500 shares, for proceeds of $319,050. He agreed to a consent order to settle the case, but never paid the fine.
http://www.stockwatch.com/News/Item.aspx?bid=Z-C:*OSC-1927884&symbol=*OSC&news_region=C
Such is life. I haven't even begun to tried getting my shares declared worthless, because that's what they are. Live and learn. The most rewarding and painful experiences come from financial losses. BUT, they are the most rewarding.
I've got shares these mothers locked up for me! Why doesn't Facebook buy this share structure? It is setup already. Or even another company take over this shell? WTF all these years?
January 19, 2012 - SETTLEMENT AGREEMENT BETWEEN OSC AND STANTON DEFREITAS
http://www.osc.gov.on.ca/documents/en/Proceedings-SET/set_20120119_boocki-defreitas.pdf (OSC Order)
http://www.osc.gov.on.ca/en/Proceedings_set_20120119_boocki-defreitas.htm (OSC Order)
http://www.osc.gov.on.ca/en/Proceedings_enr_20120120_boocki-defreitas.htm (OSC Notice)
PART V – SECURITIES AND EXCHANGE COMMISSION PROCEEDINGS
27. On September 29, 2009, the Securities and Exchange Commission of the United States (“SEC”) initiated an action in the United States District Court for the Southern District of New York (“NY District Court”) naming DeFreitas, Boock, Wong and two others as defendants (the “SEC action”) which alleged breaches of U.S. federal securities laws. The conduct underlying the alleged breaches also forms the basis of the Statement of Allegations issued by Staff in this proceeding.
28. DeFreitas cooperated with the SEC, providing them with sworn testimony and documents. On March 26, 2010, the NY District Court entered a default judgment against DeFreitas and Boock. A motion by the SEC for summary judgment against Wong was granted on August 25, 2011 and a reconsideration of the summary judgment was dismissed on November 9, 2011. A proceeding to determine the amount of the disgorgement to be required of Wong, Boock and DeFreitas is pending (the “SEC disgorgement proceedings”). ***The SEC is seeking a disgorgement order in excess of $2.4 million dollars against DeFreitas.***
PART VI - TERMS OF SETTLEMENT
29. DeFreitas agrees to the following terms of settlement and to the Order attached hereto:
a. the Settlement Agreement is approved;
b. DeFreitas will cooperate with Staff in its investigation including testifying as a witness for Staff in any proceedings commenced by Staff or the Commission;
i. DeFreitas shall pay an administrative penalty in the amount of $70,000 for his failure to comply with Ontario securities law; and
j. DeFreitas shall disgorge to the Commission an amount obtained as a result of his non-compliance with Ontario securities law in the amount of $70,000;
k. In regard to the payments ordered above, DeFreitas agrees to make a payment of $100,000 when the Commission approves this Settlement Agreement. DeFreitas further agrees to pay at least $4,000 during each successive six (6) month period following the date of approval of the Settlement Agreement until the entire amount ordered above in paragraphs (i) and (j) is paid in full;
30. Any amounts paid to the Commission under the disgorgement and administrative penalty orders in this matter shall be allocated to or for the benefit of third parties other than DeFreitas, including investors who lost money as a result of investing in the Issuers, in accordance with subsection 3.4(2)(b) of the Act.
told me to fill out a report. sent it in.. herd nothing back yet
I went into my scottrade office today and tried to get BHUB declared worthless, but they said they could not do it because it still had the parenthesis around the stock.
Anyone else gone through this with scottrade and got it removed?
It means then even if an issue appears to be defunct always have an order in (if your broker will let you), you never know what will happen.
Probably someone on the inside or a MM doing a dump just before it folds, which it looks like it has done now. Gotta always be on your toes.
Maybe print out the doc that JJ posted and attach it with your 2011 return.
It's gone, brutha! I didn't have much of it. Just some that when I sold off I didn't make it an AON sell and wasn't worth selling what little was left. I'll still deduct it this year.
JJ
Followers
|
288
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
56797
|
Created
|
12/15/05
|
Type
|
Free
|
Moderators |
SEC Charges Five With Dozens of Fraudulent Corporate Hijackings and Unregistered Offerings of Securities and Names Two Relief Defendants
Litigation Release No. 21243 / October 8, 2009
SEC v. Irwin Boock, Stanton B. J. DeFreitas, Nicolette D. Loisel, Roger L. Shoss, and Jason C. Wong, Birte Boock, and 1621566 Ontario, Inc., Civil Action No. 09 CV 8261 (S.D.N.Y) (DLC)
SEC Charges Five With Dozens of Fraudulent Corporate Hijackings and Unregistered Offerings of Securities and Names Two Relief Defendants
On September 29, 2009, the United States Securities and Exchange Commission filed a civil injunctive action against Irwin Boock, Stanton B. J. DeFreitas, and Jason C. Wong, all of Ontario, Canada, and two Houston-based attorneys, Roger L. Shoss and Nicolette D. Loisel, charging them with having violated the antifraud and registration provisions of the federal securities laws by effecting dozens of corporate hijackings and making unregistered offerings and sales of shares. The complaint also names as relief defendants Boock's wife, Birte Boock, and a company of which she allegedly was the sole officer and director during the relevant period, 1621566 Ontario, Inc.
The Commission's complaint alleges that the hijackings were effected by identifying inactive or defunct publicly-traded corporations which were no longer operating and either illicitly revivifying the corporations by falsely representing that the defendants were duly authorized officers, directors, or agents of the corporations or by incorporating new corporations using the names of the void corporation. Once an inactive corporation was revivified or a new corporation formed, the complaint alleges that the defendants immediately effected a name change in the corporation and requested from third parties responsible for assigning unique identifiers to each class of securities issued by a publicly-traded corporation a new identifying number known as a CUSIP number and ticker symbol. According to the complaint, these identifiers were obtained by falsely representing that the companies seeking new CUSIPs and ticker symbols were the same companies to which CUSIP numbers and ticker symbols had previously been issued and that the name changes triggering the need for new identifiers were duly authorized corporate actions.
The complaint alleges that Boock recruited Shoss and Loisel in late 2003 to handle the paperwork required to effect hijackings, including submitting false documentation to Secretaries of State, the Standard & Poor's CUSIP Service Bureau, transfer agents, and Nasdaq Corporate Data Operations which, during the relevant period, processed requests for ticker symbols. The complaint further alleges that from November 2003 through March 2006, Boock, Shoss, and Loisel effected at least 22 corporate hijackings. From November 2003 through June 2007, Boock, Wong, and DeFreitas allegedly effected at least another 21 corporate hijackings.
With respect to at least 19 of those corporations hijacked with Shoss and Loisel's involvement, the complaint alleges that Shoss and Loisel were tasked to provide 28 opinion letters falsely representing that offerings of approximately 223 million shares were exempt from the registration requirements of the federal securities laws. The complaint alleges that Boock dispensed with the need for obtaining legal opinion letters concerning the issuance of shares by the 21 hijacking corporations involving Wong and DeFreitas by incorporating his own transfer agency, Select American Transfer Company, which Wong and DeFreitas operated. With respect to these 21 companies, the complaint further alleges that the three men effected the unregistered offerings of up to seven billion shares.
The complaint also alleges that DeFreitas effected unregistered sales in the securities of at least 30 of the hijacked or hijacking entities, generating at least $2.2 million in illicit proceeds. Boock allegedly effected unregistered sales of securities in at least five of the hijacked or hijacking entities, generating at least $267,625 in illicit proceeds. Wong allegedly effected unregistered sales of securities in at least 11 of the hijacked or hijacking entities.
The complaint alleges that each of the defendant received illicit proceeds in the form of remuneration for services, proceeds from the sale of the shell companies to buyers, and/or from the sale of shares in purported private placements or into the secondary market.
Based on the foregoing, the Commission's complaint alleges that the five defendants violated Sections 5(a) and (c) and 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 complaint further alleges that Boock violated a penny stock bar instituted against him in 2002 in a settled administrative proceeding (see In the Matter of Birte Boock and Irwin Boock, Admin. Proc. File No. 3-10960 (Ex. Act Rel. No. 46952)), thereby violating Exchange Act Section 15(b)(6)(B)(i). With respect to each of the five defendants, the Commission is seeking a permanent injunction, a judicial penny stock bar, disgorgement with prejudgment interest, and civil penalties. The Commission is also seeking officer and director bars against Boock and Wong.
On September 23, 2009, the Commission issued an order suspending trading in the securities of 17 of the above-mentioned issuers pursuant to Exchange Act Section 12(k). See Ex. Act Rel. No. 60707. The Commission previously instituted a trading suspension on March 13, 2008 with respect 26 issuers, 11 of which are identified in the Commission's complaint as having been newly incorporated by Boock, Shoss and Loisel and used in the scheme. See Release No. 57486 (March 13, 2008).
Any person with information relating to this matter should contact John Polise, Assistant Director, Division of Enforcement of the Securities and Exchange Commission by calling 202-551-4600 or by sending an email to ENF-17suspensions@sec.gov.
The Commission acknowledges the assistance and cooperation of the Royal Canadian Mounted Police, the Ontario Securities Commission, the U.S. Attorney's Office for the Middle District of Florida in Tampa, the U.S. Attorney's Office for the District of New Jersey in Newark, the Newark and Tampa Field Offices of the U.S. Secret Service, U.S. Immigration and Customs Enforcement (ICE), and the Financial Industry Regulatory Authority (FINRA).
http://www.sec.gov/litigation/litreleases/2009/lr21243.htm
Share Structure:
Authorized: 30,000,000,000
Outstanding: 1,261,170,486
SEC Filings:
http://tinyurl.com/ysentx
Old ibox for future reference:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=27982130
A nice refresher as to what happened here
http://www.stockwatch.com/swnet/newsit/newsit_newsit.aspx?bid=B-695200-C:*OSC&symbol=*OSC&news_region=C
OSC sets hearing date for nexus of pink sheets players
2007-05-31 20:34 ET - Street Wire
Also Street Wire (U-BHUB) BigHub.com Inc
by Lee M. Webb
The Ontario Securities Commission (OSC) has issued a notice of hearing against Toronto-based transfer agent Select American Transfer Co., six allegedly associated individuals and 10 companies traded on the wild, wooly and largely unregulated U.S. pink sheets. The Ontario regulator has penciled in a hearing date of June 1.
Among the individual respondents named in the OSC action are Amy Giles, Nathan Rogers, David Watson and Jason Wong, identified as principals or former principals of Select American.
The regulator also identifies Kervin Findlay and John Sparrow as participants in the allegedly fraudulent scheme involving a number of previously dormant or inactive pink sheet companies that might be the victims of a relatively new scam, corporate identity theft.
The companies named in the OSC proceeding include The Bighub.Com Inc., Advanced Growing Systems Inc., LeaseSmart Inc., Cambridge Resources Corp., NutriOne Corp., International Energy Ltd., Universal Seismic Associates Inc., Pocketop Corp., Asia Telecom Ltd. and Pharm Control Ltd.
The notice of hearing comes in the wake of temporary orders effectively cease trading the respondents that were issued by the OSC on May 18 and May 22.
Given Canada's patchwork of provincial securities regulators, of course, the OSC's temporary orders only carry any weight in Ontario and trading in most of the named securities continues largely unabated on the mighty pinks.
According to the OSC allegations, the corporate identities of the 10 pink sheet companies were assumed with the help of Select American, its principals, former principals and others including Mr. Findlay and Mr. Sparrow.
The regulator says that Select American, "acting as the transfer agent to these companies, may have issued false certificates for trading in securities of these issuers" on the pink sheets.
The OSC further claims that it appears that Select American and the individual respondents may have breached Ontario securities law and engaged in "acts, practices or courses of conduct" that "resulted in or contributed to a misleading appearance of trading activity in, or an artificial price for, the securities."
Identity theft
As noted above, alleged security fraud involving corporate identity theft is a relatively new scam to hit the scandal-plagued pink sheets.
In its temporary orders and subsequent notice of hearing, the OSC provides nothing in the way of details regarding the mechanics of the alleged scheme involving Select American and the associated respondents.
In fact, apart from vaguely claiming that the 10 named companies "assumed the corporate identities of dormant or inactive companies" previously quoted for trading on the pink sheets, the regulator does not even offer a general account of how the scam allegedly worked.
Stockwatch's early review of the scheme, however, indicates that, in at least some cases, the allegedly fraudulent activity may have turned in part on the filing of incorporation documents and subsequent amendments to those documents in states such as Florida and Nevada, which are popular jurisdictions for pink sheet and OTC Bulletin Board promotions.
Stockwatch will continue its examination of the alleged scheme in future articles, but will open with a review of BigHub, which appears to be a major spoke in the OSC identity theft probe.
The BigHub.com
While the OSC's temporary orders and notice of hearing are short on details regarding the allegedly fraudulent scheme, it seems likely that recent shenanigans involving BigHub.com and Select American played a significant role in precipitating the regulatory action.
BigHub's colourful corporate history, which undoubtedly deserves a more extensive review than can be offered in this opening article, traces back to February of 1995 when it was incorporated in Florida as Coordinated Health Care Inc.
After a money-losing stint as a physician management outfit that operated medical clinics in Florida, the company gravitated to the Internet and amended its articles of incorporation to reflect a name change to iSleuth.com in July of 1998.
In April of 1999, the company changed its name again, settling on BigHub and catching the tail end of the Internet bubble as an OTC-BB promotion.
Along the way, BigHub hooked up with touted venture capitalist and self-described "deal pimp" Sanjay Sabnani, who helped promote a number of Internet players.
(Readers may recall one of Mr. Sabnani's subsequent stints as the U.S. investors relations representative for Imagis Technologies Inc., a ballyhooed Vancouver-based biometric outfit with a large OTC-BB following that imploded amid Stockwatch's extensive coverage of the overblown promotion beginning in early 2002.)
In any event, after the switch from iSleuth to BigHub, the fluffy OTC-BB promotion ramped up in early 1999. In May of that year, the stock hit its all-time high of $15.50 per share before quickly going into a nosedive. (All amounts are in U.S. dollars.)
Coincidentally, and perhaps of at least some passing interest, BigHub and its predecessor iSleuth were touted on an Internet site reportedly owned by Meir Lehmann and Alain Chalem, a pair of stock promoters with some regulatory baggage and purported ties to the Mob.
In October of 1999, 41-year-old Mr. Chalem and 37-year-old Mr. Lehmann met with a rather grisly death in a mansion in Colts Neck, N.J., apparently victims of a Mob-style execution.
Mr. Chalem was shot in the eyes, ears and mouth while Mr. Lehman was reportedly shot several times in the back of the head. The murders remain unsolved.
By May of 2000, just a year into the promotion, BigHub was struggling to stay above $1 per share and before the year was out shares were changing hands for just a few pennies.
On Sept. 22, 2000, Florida's Division of Corporations administratively dissolved BigHub for failing to file its annual report with the state.
On Jan. 26, 2001, BigHub filed a notice with the U.S. Securities and Exchange Commission (SEC) advising that its annual report for the year ending Oct. 31, 2000, would be late.
That notice marked the company's last SEC filing, and the annual report with the necessary audited financial statements never materialized.
By the end of 2001, BigHub was just another subpenny Internet promotional bust that went on to eke out a few trades at tenths of a cent on the pink sheets.
The doppelganger
On July 8, 2005, more than five years after BigHub had issued its last news release and just shy of five years after the company was administratively dissolved, OSC target Mr. Wong filed incorporation documents for a new BigHub.com in Florida.
Another respondent in the OSC action, Mr. Sparrow, was identified as the only director of the allegedly bogus incarnation of BigHub.
On Oct. 21, 2005, Mr. Sparrow's doppelganger BigHub issued its only news release, announcing preparations for the launch of an online automobile auction site and planned diversification into related services such as vehicle financing.
Nothing came of the planned website and, at least in the early days, relatively little came of the planned promotion.
While the trading volume increased somewhat through the end of November and into December of 2005, with a few million shares changing hands on some days, the price dropped from tenths of a penny to hundredths of a penny.
The relatively modest interest in BigHub waned in early 2006, with only a few thousand shares changing hands on some days through the first few months of the year. In fact, on several days no trades at all were registered.
As will be discussed in more detail in a future article, the allegedly bogus BigHub's articles of incorporation were amended in March of 2006 to reflect a name change to a completely different corporate identity.
In June of 2006, the trading volume increased dramatically, with tens of millions of shares regularly changing hands at one-100th of a penny. Before the year was out, BigHub notched several days when more than 100 million subpenny shares traded.
The trading volume tailed off somewhat in January and February of this year, then exploded in March.
On March 8, BigHub recorded a whopping volume of more than 1.3 billion shares and went on to tally a monthly trading total of more than 7.3 billion shares.
Evidently the remarkable March trading volume rather belatedly caught the attention of an early original BigHub stakeholder, Yucatan Holding Company.
On March 28, Darrell Peterson of Yucatan Holding, which was identified as "holder of the majority of shares to be received pursuant to a certain Voting Agreement and Irrevocable Trust dated April 1999," reported that the company was concerned about the trading activity inasmuch as it seemed "to be excessive considering the current share structure."
Some Internet followers of the unfolding brouhaha interpreted that news release to mean that Yucatan Holding was actually the majority shareholder of BigHub. However, there is no evidence to suggest that is the case.
According to a Nov. 17, 2000, SEC filing, the voting agreement and irrevocable trust mentioned in the March 28 news release originally covered approximately 1.9 million BigHub shares owned by Yucatan Holding and another aggregate 125,000 shares owned by two individuals.
Under the terms of the agreement executed with iSleuth player Robert McNulty, well known to securities regulators, Yucatan Holding and the two smaller shareholders, collectively known as the Yucatan Group, granted Mr. McNulty a proxy to vote their shares for a period of three years.
In return for the proxy covering approximately 2.1 million shares, the Yucatan Group obtained a guarantee that the shares would have a minimum value of $6-million.
In the event the aggregate value of the shares, taking into consideration the gross proceeds of any shares sold and the market value of the remaining shares, fell below $6-million after two years, the company was supposed to make up the difference by issuing additional shares to Yucatan Holding and the two smaller shareholders.
If Yucatan Holding had held on to the approximately 1.9 million shares originally covered by the agreement, it would have been entitled to another 938 million shares based on the formula for calculating the minimum guaranteed value of $6-million, given that BigHub was trading at six-10ths of a cent in April of 2001.
It is not clear what became of the voting agreement and irrevocable proxy or, for that matter, the peculiar minimum valuation guarantee. However, there is nothing to indicate that BigHub ever issued shares to Yucatan Holding pursuant to the $6-million minimum valuation guarantee.
In any event, on April 2 of this year, Jayme Dorrough, Yucatan Holding's signatory to the peculiar eight-year-old voting agreement with Mr. McNulty, was appointed to BigHub's board of directors.
At the same time, Mr. Peterson assumed the role of interim president of BigHub. Given that the "real" BigHub was administratively dissolved in 2000, the legal basis for these appointments is far from clear.
On April 5, Mr. Peterson reported that the company had filed the previously delinquent annual reports required by Florida. The administrative dissolution of the original BigHub was reversed on April 6.
Within a few days of those developments, a dispute with the doppelganger BigHub's transfer agent spilled into the open.
Select American spat
On April 10, BigHub's interim president Mr. Peterson announced that Select American had advised the company that there were more than 1.58 billion shares issued, a staggering increase over the approximately 21.6 million shares reported in one of the company's last SEC filings in 2000.
According to Mr. Peterson, that figure exceeded the number of shares the company was legally authorized to issue by more than 1.53 billion shares.
Moreover, Mr. Peterson claimed that it represented approximately 1.56 billion shares more than indicated by BigHub's corporate records.
Adding another wrinkle to the imbroglio, Mr. Peterson went on to suggest that the excess shares were actually connected to a Delaware corporation unaffiliated with the real BigHub.
In fact, yet another BigHub had been incorporated in Delaware in 1999, but had been delinquent with its annual reports since 2001.
It appears that the Delaware BigHub had a brief revival in August of 2006, but its resident agent resigned in November of last year and its corporate status was forfeited on Dec. 17, 2006.
It is still not clear what role, if any, the Delaware doppelganger played in the BigHub morass.
In any case, Mr. Peterson reported that BigHub intended to hire lawyers in Florida and Toronto to have the unregistered shares issued by Select American between Sept. 8, 2005, and Oct. 25, 2006, cancelled and action taken against the parties who received the shares.
The interim president went on to say that BigHub would be seeking damages of more than $6.6-million in connection with the share issuances.
On April 11, Toronto-based Select American fired back with its own press release, claiming that BigHub's news release was false or misleading.
According to Mr. Rogers, then president of Select American and now a respondent in the OSC action, his company had resigned as BigHub's transfer agent "months ago."
Mr. Rogers said that the information that Select American had recently provided to BigHub "was unverified and required further review and verification before making such information public."
OSC target Mr. Rogers went on to say that Select American wanted to set the record straight "as such misinformation could harm our reputation and it could force us to seek damages from those who maliciously harm our corporate name and image."
With that, the battle heated up.
On the heels of Mr. Rogers's news release, Mr. Peterson followed up with his own April 11 release disputing many of Select American's claims and publicly lamenting that the transfer agent's leader had not returned a March 28 call.
Among other things, Mr. Peterson said that Select American's shareholder activity list showed that shares had been issued to Cede & Co. as late as March 20, which seemed to contradict the transfer agent's claim that it had resigned months ago.
BigHub's interim president went on to claim that, based on information provided by Select American, more than 1.5 billion unregistered shares had been issued to 30 individuals and entities in Toronto.
Mr. Peterson added that the records showed that Select American had also issued 10 million unregistered and free trading shares to Mr. Sparrow.
"It appears that Select is trying to cover-up misdeeds in the issuance of shares," Mr. Peterson claimed.
"The current management and directors of the company will continue to state the facts as received and to bring full disclosure to the investors and shareholders of the company as soon as possible," BigHub's interim president said in closing out his April 11 news release.
The following day, Select American's Mr. Rogers let loose another salvo.
According to the April 12 blast, Select American did not provide BigHub with a certified shareholders list, but a preliminary list that required further review had been forwarded to the interim management of the company "as a courtesy."
Mr. Rogers insisted that Select American had resigned as transfer agent months earlier and, at the same time, sent the transfer records back to the company.
"Select American Transfer Co. only issues shares after receiving DIRECT INSTRUCTIONS from company officers and or directors and the The BigHub.com Inc. was no exception," Mr. Rogers proclaimed. "All shares have been issued after receipt of written instructions from previous management."
Select American's leader went on to hint at the possibility that Mr. Peterson had improperly usurped control of BigHub.
"To the best of our knowledge, US tax legislation and or regulation clearly defines a time period for a person and or entity to convert outstanding debt into shares," Mr. Rogers remarked. "We believe that the interim management has lost its right to do so if this is their approach in assuming control over The BigHub.com Inc."
Select American went on to deliver a few more shots at BigHub's new management.
"It is our belief that the interim management is attempting to manipulate share price through its actions at the expense of a former Transfer Agent," the April 12 news release continued. "We hope this assertion will draw the necessary attention of all shareholders as such actions can harm them as well."
Mr. Rogers closed out the news release with a final volley.
"Mr. Peterson has not been called back by me personally because he has already misused and manipulated unverified information given by our staff to him in good faith," Mr. Rogers remarked. "His PR's clearly demonstrate an attempt to distort the facts in order to mislead BHUB shareholders and manipulate share price.
"We are not going to waste any more time or resources with this matter but we are so disturbed by his actions that we will contact the SEC through our attorneys to let them know about his actions."
As BigHub and Select American were blasting away at each other, the Depository Trust Company (DTC), the U.S. behemoth with subsidiaries that provide essential market services such as clearing, lumbered into action.
On April 11, the DTC issued a notice that it was suspending all services with the exception of custody services for BigHub and warned its participants "to take whatever precautions are necessary to protect themselves and their customers."
That effectively brought an end to trading in BigHub shares, but the National Association of Securities Dealers (NASD) followed up with its own trading halt on April 12.
While the trading at least temporarily stopped on April 11, the BigHub drama continued.
The aftermath
On April 13, Yucatan Holdings announced that it had brokered a deal in principle between BigHub and Techlabs Inc., a company then trading on the OTC-BB.
Under the peculiar "deal in principle," Techlabs planned to "forward split its shares one hundred to one and to tender for all unregistered shares issued to investors of BHUB on a one for one basis."
"Techlabs Inc. plans to assume the rights and privileges of the shares and intends to pursue all available legal remedies, with The BigHub.com Inc., against unnamed parties that were in receipt or responsible for the issuance of the unregistered shares attached to BHUB," the April 13 news release advised.
Just why any company would want to acquire more than 1.5 billion shares that were allegedly issued improperly remains a mystery. In any event, that proposed deal may have collapsed.
Techlabs was subsequently booted down to the pink sheets for failing to file timely reports with the SEC.
On May 16, Techlabs announced a 10-for-1 forward split of its stock, but no mention of any deal with BigHub has been made since April 13.
Meanwhile, on April 18, BigHub reported that it had received a position report from the DTC "confirming the 'uncertified' share position" provided by Select American.
"Any illusion created by Select by virtue of their previous press releases that we were misleading or false in our reporting to shareholders should now be put to rest," Mr. Peterson remarked.
BigHub's interim president went on to say that the company was working quickly to file actions against parties believed to have acted in a reckless and illegal manner to the detriment of the corporation and its shareholders.
"Based on the information received and investigated by the Company we are proceeding with our goal to file an action in Federal Court against all parties involved in the scheme," Mr. Peterson declared.
Intriguingly, a spreadsheet of shares purportedly issued by Select American has been posted to Investors Hub, a popular Internet stock discussion site, by a poster who has been closely following the controversy.
According to the rather detailed information, which includes the amount of shares issued, dates of issuance, as well as names and addresses, hundreds of millions of shares were issued to Ontario residents.
BigHub shares appear to have been quite popular among people with Russian or eastern European surnames living in Vauhan and Richmond Hill, Ont., who account for several hundred million shares. Interestingly, a surprising number of those share issuances to several individuals with different surnames are recorded under a single address.
In another development, on May 7, Select American announced the "corporate restructure of its ownership and executive management following recent allegations involving a former client of the firm."
Select American was reportedly acquired by FJ Consultants Inc., a company owned by Jacqueline Rossel.
Ms. Rossel has taken on the role of president and Mr. Rogers has resigned from all offices at the transfer agent.
According to Ms. Rossel, Select American is changing its name to Fairross Stock Transfer and relocating its offices to the TD Canada Trust Tower in Toronto.
It remains to be seen just how all that will play out.
It also remains to be seen exactly what will come of the OSC action and whether it will shed any light on muddles such as BigHub.
Stockwatch will pick up its review of other corporate respondents and associated players in future articles.
Apart from 10,000 shares that apparently managed to squeak through at one-100th of a penny on April 26, BigHub last traded on April 11 when more than 948 million shares changed hands as the stock closed at 26-100ths of a cent.
Comments regarding this article may be sent to lwebb@stockwatch.com.
--------------------------------------------------------------------------------
Reader Comments - Comments are open and unmoderated, although libelous remarks may be deleted. Opinions expressed do not necessarily reflect the views of Stockwatch.
--------------------------------------------------------------------------------
Regarding Fairross Stock Transfer; Why does the SEC have no record of any FORM TA-1 filings, and regarding Select Transfer, they were out of compliance regarding their annual FORM TA-2 filings, and they filed no Form TA-W to withdraw from being a transfer agent, and to name Fairross as a successor transfer agent.
TA-1 Uniform form for registration as a transfer agent and for amendment to registration SEC1528 12/2006 http://www.sec.gov/about/forms/formta-1.pdf --------------------------------------------------------------------------------
TA-2 Form for reporting activities of transfer agents SEC2113 12/2006 http://www.sec.gov/about/forms/formta-2.pdf --------------------------------------------------------------------------------
TA-W Notice of withdrawal from registration as transfer agent SEC1669 12/2006 http://www.sec.gov/about/forms/formta-w.pdf
Posted by Art Gecko @ 2007-06-01 06:14
--------------------------------------------------------------------------------
Message boards following the Select American saga and related companies:
Select American Transfer http://www.investorshub.com/boards/board.asp?board_id=8969
BHUB http://www.investorshub.com/boards/board.asp?board_id=4902
PMCL http://www.investorshub.com/boards/board.asp?board_id=8230
ILGY(ILGL) http://www.investorshub.com/boards/board.asp?board_id=7553
PKTO http://www.investorshub.com/boards/board.asp?board_id=7440
LSMJ http://www.investorshub.com/boards/board.asp?board_id=5884
ATLJ http://www.investorshub.com/boards/board.asp?board_id=7266
CBRP http://www.investorshub.com/boards/board.asp?board_id=8537
NNCP http://www.investorshub.com/boards/board.asp?board_id=8609
AGWS http://www.investorshub.com/boards/board.asp?board_id=6375
Posted by Art Gecko @ 2007-06-01 06:23
--------------------------------------------------------------------------------
CHARTS
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |