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good buy Steve...your days are counted...sec...will end this sharade
Mr. White has over 20 years of management and sales experience. The position he held with his last company, Enzyme Consultants, was Vice President of Sales and Operations. Before that he was a Regional Manager for Beverage Sales for Clark Food Service. The company changed its address to c/o William White, 9210 MacArthur Road, Saranac, MI 48881.
http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=48719526
Registrant:
Bill White
9210 MacArthur Rd
Saranac, Michigan 48881
United States
Registered through: GoDaddy.com, Inc. (http://www.godaddy.com)
Domain Name: GREENBRIDGEINDUSTRIES.COM
Created on: 17-Feb-09
Expires on: 17-Feb-11
Last Updated on: 17-Feb-09
Administrative Contact:
White, Bill wrwhite@cablespeed.com
9210 MacArthur Rd
Saranac, Michigan 48881
United States
(616) 560-8436 Fax --
Technical Contact:
White, Bill wrwhite@cablespeed.com
9210 MacArthur Rd
Saranac, Michigan 48881
United States
(616) 560-8436 Fax --
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=44522809
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=44525732
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=44522018
Registrant:
Bill White
9210 MacArthur Rd
Saranac, Michigan 48881
United States
Registered through: GoDaddy.com, Inc. (http://www.godaddy.com)
Domain Name: GREENBRIDGEINDUSTRIES.COM
Created on: 17-Feb-09
Expires on: 17-Feb-11
Last Updated on: 17-Feb-09
Administrative Contact:
White, Bill wrwhite@cablespeed.com
9210 MacArthur Rd
Saranac, Michigan 48881
United States
(616) 560-8436 Fax --
Technical Contact:
White, Bill wrwhite@cablespeed.com
9210 MacArthur Rd
Saranac, Michigan 48881
United States
(616) 560-8436 Fax --
going to be a long year 2010.. lots of cases and lots of drama.. I wonder when they are going to get around to Steve C's partner? Ed M he has some other companies... and him and Steve would swap shares as consultants.
real
12/10/2009 40 CASE MANAGEMENT AND SCHEDULING ORDER., Signed by Judge Gregory A. Presnell on 12/10/2009. (TKW) (Entered: 12/10/2009)
Doc 40 PDF file
http://viewer.zoho.com/docs/vthcc
Pacer update 10 Dec 09 FOR CASE #: 6:09-cv-01638-GAP-KRS SEC v. K & L International Enterprises, Inc. et al
Date Filed # Docket Text
12/10/2009 40 CASE MANAGEMENT AND SCHEDULING ORDER., Signed by Judge Gregory A. Presnell on 12/10/2009. (TKW) (Entered: 12/10/2009)
Defendant: K & L International Enterprises, Inc.
Defendant: Signature Leisure, Inc.
Defendant: Signature Worldwide Advisors, LLC
Defendant: Stephen W. Carnes
Defendant: Lawrence A. Powalisz
Defendant: Enzyme Enviromental Solutions, Inc.
Defendant: Jared E. Hochstedler
https://ecf.flmd.uscourts.gov/cgi-bin/iquery.pl
RESTITUTION ..PENALTIES..AND JAIL...FOR ALL INVOLVED...
will be the ultimate........REVENGE.......for all those that suffered losses...beause their scam...
Well.....this is gonna take awhile...
I love this part... i was screaming about CARNES BEING a dropper of unregistered third party share and shuffling between companies with ed meirs... they would be consultants for each other...
Defendants
K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen Carnes and Lawrence Powalisz (hereinafter, the “Stock Distributor Defendants”)
Enzyme Environmental, Hochstedler and the Stock Distributor Defendants, through their attorneys, have separately communicated an interest in settling at least a portion of the present action. The parties have engaged in preliminary settlement negotiations and anticipate that negotiations will continue during the early stages of discovery. It is too soon to determine whether these discussions will likely result in settlement.
Page 12
12/08/2009 39 CASE MANAGEMENT REPORT. (Nelson, Margaret) (Entered: 12/08/2009)
Defendants
Enzyme Environmental Solutions, Inc. (“Enzyme Environmental”) and Jared Hochstedler
Defendants
K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen Carnes and Lawrence Powalisz (hereinafter, the “Stock Distributor Defendants”)
Doc 39 PDF file
http://viewer.zoho.com/docs/ldncdg
12/08/2009 39 CASE MANAGEMENT REPORT. (Nelson, Margaret) (Entered: 12/08/2009)
Doc 39 PDF file
http://viewer.zoho.com/docs/ldncdg
Pacer update 08 Dec 09 FOR CASE #: 6:09-cv-01638-GAP-KRS SEC v. K & L International Enterprises, Inc. et al
Date Filed # Docket Text
12/08/2009 39 CASE MANAGEMENT REPORT. (Nelson, Margaret) (Entered: 12/08/2009)
Defendant: K & L International Enterprises, Inc.
Defendant: Signature Leisure, Inc.
Defendant: Signature Worldwide Advisors, LLC
Defendant: Stephen W. Carnes
Defendant: Lawrence A. Powalisz
Defendant: Enzyme Enviromental Solutions, Inc.
Defendant: Jared E. Hochstedler
https://ecf.flmd.uscourts.gov/cgi-bin/iquery.pl
sorry bud but you don't have to make wild claims with stocks that have been involved with steve carnes.. they are share shufflers.. that is what they do... consultants with shares. third party distributers.
real
CARNES is not on any document relating to GRDO---by your standards I can make any wild claims on anything and be valid--fortunately there are slander and libel laws to prevent such things.
AND is this about CARNES? there are many other stocks he has touched that are not on this lawsuit.
that does not mean they have not been... ahhhhh touched or effected. Or is the operative word infected?
real
GRDO is not mentioned nor is James Watson anywhere in any allegation
ISN'T THAT the whole point of the allegations... no documents exist... unregistered shares?
real
Do You mean you stating it makes it true LOL Produce me a legal document anywhere--you won't find one because it doesnt exist.
Look at all my posts on the GRDO board, NUFF SAID as you put it.
I'll laugh my a** off if the SEC does come out with something against Carnes and GRDO....
Until then - you can keep defending it - it's ok - people know.
Bye Bye
I can read fine.... show me a legal doc anywhere with the words Carnes and GRDO in the same sentence...nuff said
still can't read can you?
OK, thanks.....
If you research the Investors Page in detail --transparency, share structure, accreditations, etc... you will see NO mention of Carnes OR see any indications of anything but VERY transparent and honest dealings. CEO Watson has said Carnes is NOT involved. Its the same as one saying Donald Trump is involved because their Spokesperson is Kendra Todd who has worked for Trump and still does at times. No basis of fact on either statement.
I'm curious where that is shown in the I-box....
not saying Carnes is involved there, I just don't see how the I-box proves or disproves it......
GRDO has NOTHING to do with CARNES: check out the GRDO Ibox and you'll see why
Well we all know he and his cronies are involved with other companies. Question is which ones?
I keep watching GRDO and am just waiting for that one to explode with SEC news due to the 3 main people involved.
Carnes, Watson, and Larry Powalisz
http://www.reuters.com/article/pressRelease/idUS228256+29-Jul-2008+MW20080729
http://www.lbgi.net/Contact.aspx
http://www.zoominfo.com/people/Carnes_Stephen_234118819.aspx
http://freerealtime.brand.edgar-online.com/DisplayFilingInfo.aspx?Type=HTML&text=%2526lt%253bNEAR%252f4%2526gt%253b%28%22STEVE%22%2c%22CARNES%22%29&FilingID=5664504&ppu=%2fPeopleFilingResults.aspx%3fPersonID%3d3417898%26PersonName%3dSTEVE%2520CARNES
http://assets.bizjournals.com/cms_media/southflorida/pdf/K&L%20complaint.pdf
I haven't had too much to add to the conversation here, because honestly, I'm not very familiar with the stocks or the insiders.
I remember all the EESO talk about a Fort Wayne crew because I thought it was funny that Fort Wayne would become a hub of any kind of stock activity.
JB kind of nailed that stock early on, and was encouraging people to stay away on TGL... I was just a two bit heckler, as usual.
#msg-35001907
#msg-35853474
#msg-37289415
This I do recall: I was threatned with bodily harm via PM by a EESO lover one Friday night... It was apparently something about InvestmentNation, a stock message board web site, that really pissed some guy off... not even sure why -- some guy decided to light me up via PM over and over again... it might have been this: #msg-40542381 ... but all the posts are deleted now... All I remember is some guy named "Jeff" was being discussed....... basically, it looked to me like there was a flame war going on on a Friday night, I was TOSing posts left and right because I thought it was a bunch of drunks arguing with one another on a hot summer night... but who knows. I never did figure out why the anger was poured out over the interweb at me by some freak I had never posted to in my virtual life, ever, but I guess these things do happen from time to time...
----
Posted by: Risicare
Date: Saturday, April 11, 2009 11:58:45 AM
#msg-36959111
Kistler in most everyone and Carnes in a few (maybe all in the background) i forgot EESO and Kistler-Carnes on the list. Searching for "Fort wayne" on ihub is how I came up with the list and someone pointed out RVGD as it is near Fort Wayne.
Posted by: whistles Date: Sunday, March 29, 2009 10:38:17 AM
In reply to: shortsinthesand who wrote msg# 8248 Post # of 8288
Yes, what is with this new "Boca northon" Fort Wayne?
ADCS - Kistler
PINR - Kistler and Carnes
GREME - Carnes
EXTO - Kistlers pal Chris, Kistler in the back?
RVGD(nearby Decatur) - Carnes
FDMF -Kistler
there are many that are not part of this suit... that would be a better list to have.. they might be getting a look over.... like the companies SGLS was working as IR. They were getting shares and giving shares away...third party boys.
if the rumors and memory serve me correct... otherwise its mad cow. Pay me no mind
real
there were some others seeded on other stock boards that have massaged their alias's.. IMJX was using carnes for IR the same time SIIX was the mod on that board... he got shares least that is what I remember came out at the time.. i am sure there are posts around.. unless they were deleted.
real
it reads like Sgt Shultz.. I KNOW NOOOOOOTHING JUDGE
what happens if it comes out Steve Carnes and this crew are involved with other stocks doing the same thing... could that come out in this trial?
real
oh i did not know you started a board for this one.. neat.
11/30/2009 38 Amended NOTICE of Appearance by Harrison T. Slaughter, Jr on behalf of K & L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes, Lawrence A. Powalisz (Slaughter, Harrison) Modified on 12/1/2009 (LAK). (Entered: 11/30/2009)
Doc 38 PDF file
http://viewer.zoho.com/docs/xaNacS
Pacer update 30 Nov 09 FOR CASE #: 6:09-cv-01638-GAP-KRS SEC v. K & L International Enterprises, Inc. et al
Date Filed # Docket Text
11/30/2009 38 Amended NOTICE of Appearance by Harrison T. Slaughter, Jr on behalf of K & L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes, Lawrence A. Powalisz (Slaughter, Harrison) Modified on 12/1/2009 (LAK). (Entered: 11/30/2009)
Defendant: K & L International Enterprises, Inc.
Defendant: Signature Leisure, Inc.
Defendant: Signature Worldwide Advisors, LLC
Defendant: Stephen W. Carnes
Defendant: Lawrence A. Powalisz
Defendant: Enzyme Enviromental Solutions, Inc.
Defendant: Jared E. Hochstedler
https://ecf.flmd.uscourts.gov/cgi-bin/iquery.pl
maybe he went to visit Carnes...before jail time?
I invited that alias to post here, but this board is in Premium Zone. Maybe Friday during happy hour we can get a visitor...
well, that's clearly the guy to ask, ain't it?
Posted by: Monksdream Date: Friday, January 23, 2009 4:06:28 PM
In reply to: Anonymous Nobody who wrote msg# 2987 Post # of 13991
I have known Steve Carnes for years and he has always been straightforward with me.
I have access to an email address and a private message board he uses on Yahoo!
Although I have this access, I have no intention of discussing company matters because I am fully aware of the legalities involved.
What I learn about company events is learned from the usual sources to which everybody else has access.
tout de Sol
Monksdream
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=35047135&txt2find=carnes
don't know..you can ask his good friend...MONKSDREAM
is there an iHubber that has claimed to meet the guy face to face?
do you know if the photo at the bottom here is him?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42571260
iHub archived:
DEFENDANT SIGNATURE LEISURE, INC.’S ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
11/25/2009 36 ANSWER and affirmative defenses to 1 Complaint with Jury Demand by Signature Leisure, Inc..(Slaughter, Harrison) (Entered: 11/25/2009)
Doc 36 PDF file
http://viewer.zoho.com/docs/ubbB4e
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
Case No. 6:09-cv-1638-GAP-KRS
Plaintiff
v.
K&L INTERNATIONAL ENTERPRISES, INC.,
SIGNATURE LEISURE, INC., SIGNATURE
WORLDWIDE ADVISORS, LLC, STEPHEN W.
CARNES, LAWRENCE A. POWALISZ,
ENZYME ENVIRONMENTAL SOLUTIONS,
INC. and JARED E. HOCHSTEDLER,
Defendants.
__________________________________________/
DEFENDANT SIGNATURE LEISURE, INC.’S ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
Defendant, Signature Leisure, Inc. (“Signature Leisure”), by the undersigned counsel, hereby answers and defends the Complaint filed by Plaintiff, United States Securities and Exchange Commission, as follows:
ANSWER
NATURE OF THE CASE
1. Signature Leisure denies the allegations in Paragraph 1 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
2. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 2.
3. Signature Leisure denies the allegations in Paragraph 3 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
4. Signature Leisure denies the allegations in Paragraph 4 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
5. Signature Leisure denies the allegations in Paragraph 5 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
JURISDICTION AND VENUE
6. Signature Leisure admits the allegations in Paragraph 6.
7. Signature Leisure admits that Venue lies with this Court, however, Signature Leisure is without sufficient knowledge or information to admit or deny the remaining allegations, and as such, therefore denies the remaining allegations in Paragraph 7.
DEFENDANTS
8. Signature Leisure admits the allegations in Paragraph 8.
9. Signature Leisure admits the allegations in Paragraph 9.
10. Signature Leisure admits the allegations in Paragraph 10.
11. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 11.
12. Signature Leisure admits the allegations contained in Paragraph Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 12.
13. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 13.
14. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 14.
THE ISSUER COMPANIES
15. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 15.
16. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 16.
17. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 17.
FACTS
18. Signature Leisure denies the allegations in Paragraph 18 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
THE REVENGE PROMISSORY NOTES
19. Signature Leisure admits that it entered into agreements with Revenge Designs, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to Revenge, and as such, therefore denies the allegations in Paragraph19.
20. Signature Leisure admits that it entered into agreements with Revenge Designs, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to Revenge, and as such, therefore denies the allegations in Paragraph 20.
21. Signature Leisure admits that it entered into agreements with Revenge Designs, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to Revenge, and as such, therefore denies the allegations in Paragraph 21.
22. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 22.
23. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 23.
24. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 24.
THE WRAP-AROUND AGREEMENTS:
AN OVERVIEW
25. Signature Leisure admits that it entered into agreements with Revenge Designs and International Power, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 25.
26. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations, and as such, therefore denies the allegations in Paragraph 26.
THE CROSS ATLANTIC WRAP-AROUND AGREEMENTS
27. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 27.
28. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 28.
29. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 29.
30. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 30.
THE REVENGE DESIGNS WRAP-AROUND AGREEMENTS
31. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 31.
32. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 32.
33. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 33.
34. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 34.
THE ENZYME ENVIRONMENTAL WRAP-AROUND AGREEMENTS
35. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 35.
36. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 36.
37. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 37.
38. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 38.
39. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 39.
40. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 40.
THE INTERNATIONAL POWER WRAP-AROUND AGREEMENTS
41. Signature Leisure admits that it entered into agreements with International Power, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to International Power, and as such, therefore denies the allegations in Paragraph 41.
42. Signature Leisure admits that it entered into agreements with International Power, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to International Power, and as such, therefore denies the allegations in Paragraph 42.
43. Signature Leisure admits that it entered into agreements with International Power, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to International Power, and as such, therefore denies the allegations in Paragraph 43.
44. Signature Leisure admits that it entered into agreements with International Power, and that the documentation for those transactions must be read as a whole. Signature Leisure further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to International Power, and as such, therefore denies the allegations in Paragraph 44.
COUNT I
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes and Lawrence A. Powalisz)
45. Signature Leisure incorporates by reference its responses to Paragraphs 1 through 44 of the Answer as if its responses to those allegations were fully repeated herein.
46. Signature Leisure denies the allegations in Paragraph 46 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
47. Signature Leisure denies the allegations in Paragraph 47 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other companies and Defendants, and as such, therefore denies the remaining allegations in Paragraph 47.
48. Signature Leisure denies the allegations in Paragraph 48 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
49. Signature Leisure denies the allegations in Paragraph 49 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
COUNT II
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler)
50. Signature Leisure incorporates by reference its responses to Paragraphs 1 through 49 of the Answer as if its responses to those allegations were fully repeated herein.
51. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 51.
52. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 52.
53. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 53.
54. Signature Leisure denies the allegations in Paragraph 54 that pertain to it. Signature Leisure is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
REQUEST FOR RELIEF
WHEREFORE, the Defendant, Signature Leisure, Inc. respectfully requests that the Court dismiss Count I of the Complaint and that it be awarded all costs and all other relief the Court deems equitable and just; and
The Defendant demands a Trial by Jury as to all issues raised in any and all counts of the Complaint that are so triable.
AFFIRMATIVE DEFENSES
1. Failure to state a claim for which relief can be granted.
2. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (1) of the Securities Act of 1933 (“Securities Act”). Signature Leisure did not act as an issuer, underwriter or dealer in any of the transactions listed in the Complaint.
3. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (2) of the Securities Act. Signature Leisure was not involved in a public offering.
4. Signature Leisure acted in good faith and relied on advice of counsel when selling the securities that are the subject of the Complaint. Signature Leisure received a written opinion from counsel, after full disclosure, and relied upon said opinion.
5. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a Permanent Injunction.
6. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which Plaintiff would be entitled to a Penny Stock Bar.
7. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to disgorgement and prejudgment interest.
8. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a civil penalty.
9. Signature Leisure reserves the right to assert additional defenses as they become known.
Respectfully submitted this 25th day of November, 2009.
/s/Irving M. Einhorn
IRVING M. EINHORN
Law Offices of Irving. M. Einhorn
1710-10th Street
Manhattan Beach, California 90266
ime@einhornlaw.com
/s/Harrison T. Slaughter, Jr.
HARRISON T. SLAUGHTER, JR.
Florida Bar No. 194822
111 N. Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: 407-849-6161
Facsimile: 407-843-3738
Butch@leventhal-slaughter.com
CERTIFICATE OF SERVICE
I hereby certify that on the 25th day of November 2009, I electronically filed the foregoing document with the Clerk of the Court by using the CM/ECF system which will also send a notice of electronic filing to the following:
Jonathan Stephen Polish
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Margaret Gembala Nelson
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Thomas J. Meier
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
I further certify that I caused to be sent by electronic mail the foregoing document to the
following:
Irving M. Einhorn
Law Offices of Irving M. Einhorn
1710 – 10th Street
Manhattan Beach, California 90266
e-mail: ime@einhornlaw.com
Thomas W. Farlow
Thomas E. Satrom
Frost Brown Todd LLC
201 N. Illinois Street, Suite 1900
Indianapolis, Indiana 46204
e-mail: tfarlow@fbtlaw.com
e-mail: tsatrom@fbtlaw.com
Charles M. Greene
Law Offices of Chares M. Greene, PA
28 E Washington Street
Orlando, Florida 32801
e-mail: cmglaw@cmgpa.com
Daniel Bobilya
Bobilya & Reidy LLP
127 W. Berry Street
Suite 300
Fort Wayne, Indiana 46802
e-mail: dbobilya@b-rlegal.com
Dated: November 25, 2009
CERTIFICATE OF INTERESTED PERSONS AND CORPORATE DISCLOSURE STATEMENT
11/25/2009 35 CERTIFICATE of interested persons and corporate disclosure statement by K & L International Enterprises, Inc., Signature Leisure, Inc., Jared E. Hochstedler, Signature Worldwide Advisors, LLC, Stephen W. Carnes, Lawrence A. Powalisz, Enzyme Enviromental Solutions, Inc.. (Slaughter, Harrison) (Entered: 11/25/2009)
Doc 35 PDF file
http://viewer.zoho.com/docs/mbaQEe
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
Case No. 6:09-cv-1638-GAP-KRS
Plaintiff
v.
K&L INTERNATIONAL ENTERPRISES, INC.,
SIGNATURE LEISURE, INC., SIGNATURE
WORLDWIDE ADVISORS, LLC, STEPHEN W.
CARNES, LAWRENCE A. POWALISZ,
ENZYME ENVIRONMENTAL SOLUTIONS,
INC. and JARED E. HOCHSTEDLER,
Defendants.
__________________________________________/
CERTIFICATE OF INTERESTED PERSONS AND CORPORATE DISCLOSURE STATEMENT
I hereby disclose the following pursuant to this Court’s interested persons order:
1. The name of each person, attorney, association of persons, firm, law firm, partnership, and corporation that has or may have an interest in the outcome of this action, including subsidiaries, conglomerates, affiliates, parent corporations, publicly-traded companies that own 10% or more of a party’s stock, and all other identifiable legal entities related to any party in the case:
Harrison T. Slaughter, co-counsel for K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes, and Lawrence A. Powalisz.
Law Offices of Irving M. Einhorn, co-counsel for K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes, and Lawrence A. Powalisz.
Irving M. Einhorn, Esquire
Harrison T. Slaughter, Esquire
Daniel Bobilya, Esquire
Charles M. Greene, Esquire
Margaret Gembala Nelson, Esquire
Thomas J. Meier, Esquire
Jonathan S. Polish, Esquire
Thomas W. Farlow, Esquire
Thomas E. Satrom, Esquire
K&L International Enterprises, Inc.
Lawrence A. Powalisz
Signature Leisure, Inc.
Signature Worldwide Advisors, LLC.
Stephen W. Carnes
Enzyme Environmental Solutions, Inc.
Jared E. Hochstedler, CEO, Enzyme Environmental Solutions, Inc.
Cross Atlantic Commodities, Inc.
Revenge Designs, Inc.
International Power Group, LTC.
2. The name of every other entity whose publicly-traded stock, equity, or debt may be substantially affected by the outcome of the proceedings:
Unknown at this time.
3. The name of every other entity which is likely to be an active participant in the proceedings, including the debtor and members of the creditors’ committee (or 20 largest secured creditors) in bankruptcy cases:
None.
4. The name of each victim (individual or corporate) of civil and criminal conduct alleged to be wrongful, including every person who may be entitled to restitution:
None.
I hereby certify that, except as disclosed above, I am unaware of any actual or potential conflict of interest involving the District Judge and Magistrate Judge assigned to this case, and will immediately notify the Court in writing upon learning of any such conflict.
Respectfully submitted this 25th day of November, 2009.
/s/Irving M. Einhorn
IRVING M. EINHORN
Law Offices of Irving. M. Einhorn
1710-10th Street
Manhattan Beach, California 90266
ime@einhornlaw.com
/s/Harrison T. Slaughter, Jr.
HARRISON T. SLAUGHTER, JR.
Florida Bar No. 194822
111 N. Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: 407-849-6161
Facsimile: 407-843-3738
Butch@leventhal-slaughter.com
CERTIFICATE OF SERVICE
I hereby certify that on the 25th day of November 2009, I electronically filed the foregoing document with the Clerk of the Court by using the CM/ECF system which will also send a notice of electronic filing to the following:
Jonathan Stephen Polish
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Margaret Gembala Nelson
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Thomas J. Meier
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
I further certify that I caused to be sent by electronic mail the foregoing document to the following:
Thomas W. Farlow
Thomas E. Satrom
Frost Brown Todd LLC
201 N. Illinois Street, Suite 1900
Indianapolis, Indiana 46204
e-mail: tfarlow@fbtlaw.com
e-mail: tsatrom@fbtlaw.com
Charles M. Greene
Law Offices of Chares M. Greene, PA
28 E Washington Street
Orlando, Florida 32801
e-mail: cmglaw@cmgpa.com
Daniel Bobilya
Bobilya & Reidy LLP
127 W. Berry Street
Suite 300
Fort Wayne, Indiana 46802
e-mail: dbobilya@b-rlegal.com
Dated: November 25, 2009
DEFENDANT STEPHEN W. CARNES’ ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
11/25/2009 34 ANSWER and affirmative defenses to 1 Complaint with Jury Demand by Stephen W. Carnes.(Slaughter, Harrison) (Entered: 11/25/2009)
Doc 34 PDF file
http://viewer.zoho.com/docs/tb09W
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
Case No. 6:09-cv-1638-GAP-KRS
Plaintiff
v.
K&L INTERNATIONAL ENTERPRISES, INC.,
SIGNATURE LEISURE, INC., SIGNATURE
WORLDWIDE ADVISORS, LLC, STEPHEN W.
CARNES, LAWRENCE A. POWALISZ,
ENZYME ENVIRONMENTAL SOLUTIONS,
INC. and JARED E. HOCHSTEDLER,
Defendants.
__________________________________________/
DEFENDANT STEPHEN W. CARNES’ ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
Defendant, Stephen W. Carnes. (“Carnes”), by the undersigned counsel, hereby answers and defends the Complaint filed by Plaintiff, United States Securities and Exchange Commission, as follows:
ANSWER
NATURE OF THE CASE
1. Carnes denies the allegations in Paragraph 1 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
2. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 2.
3. Carnes denies the allegations in Paragraph 3 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
4. Carnes denies the allegations in Paragraph 4 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
5. Carnes denies the allegations in Paragraph 5 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
JURISDICTION AND VENUE
6. Carnes admits the allegations in Paragraph 6.
7. Carnes admits that Venue lies with this Court, however, Carnes is without sufficient knowledge or information to admit or deny the remaining allegations, and as such, therefore denies the remaining allegations in Paragraph 7.
DEFENDANTS
8. Carnes admits the allegations in Paragraph 8.
9. Carnes admits the allegations in Paragraph 9.
10. Carnes admits the allegations in Paragraph 10.
11. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 11.
12. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 12.
13. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 13.
14. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 14.
THE ISSUER COMPANIES
15. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 15.
16. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 16.
17. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 17.
FACTS
18. Carnes denies the allegations in Paragraph 18 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
THE REVENGE PROMISSORY NOTES
19. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 19.
20. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 20.
21. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 21.
22. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants and therefore denies the allegations in Paragraph 22.
23. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants and therefore denies the allegations in Paragraph 23.
24. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants and therefore denies the allegations in Paragraph 24.
THE WRAP-AROUND AGREEMENTS:
AN OVERVIEW
25. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 25.
26. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 26.
THE CROSS ATLANTIC WRAP-AROUND AGREEMENTS
27. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 27.
28. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 28.
29. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 29.
30. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 30.
THE REVENGE DESIGNS WRAP-AROUND AGREEMENTS
31. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 31.
32. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 32.
33. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 33.
34. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 34.
THE ENZYME ENVIRONMENTAL WRAP-AROUND AGREEMENTS
35. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 35.
36. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 36.
37. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 37.
38. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 38.
39. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations contained in Paragraph 39.
40. Carnes denies the allegations in Paragraph 40 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
THE INTERNATIONAL POWER WRAP-AROUND AGREEMENTS
41. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 41.
42. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 42.
43. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 43.
44. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 44.
COUNT I
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes and Lawrence A. Powalisz)
45. Carnes incorporates by reference his responses to Paragraphs 1 through 44 of the Answer as if his responses to those allegations were fully repeated herein.
46. Carnes denies the allegations in Paragraph 46 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
47. Carnes denies the allegations in Paragraph 47 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other companies and Defendants, and as such, therefore denies the remaining allegations.
48. Carnes denies the allegations in Paragraph 48 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
49. Carnes denies the allegations in Paragraph 49 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
COUNT II
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler)
50. Carnes incorporates by reference his responses to Paragraphs 1 through 49 of the Answer as if his responses to those allegations were fully repeated herein.
51. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 51.
52. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 52.
53. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 53.
54. Carnes denies the allegations in Paragraph 54 that pertain to him. Carnes is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
REQUEST FOR RELIEF
WHEREFORE, the Defendant, Stephen W. Carnes, respectfully requests that the Court dismiss Count I of the Complaint and that he be awarded all costs and all other relief the Court deems equitable and just; and
The Defendant demands a Trial by Jury as to all issues raised in any and all counts of the Complaint that are so triable.
AFFIRMATIVE DEFENSES
1. Failure to state a claim for which relief can be granted.
2. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (1) of the Securities Act of 1933 (“Securities Act”). Carnes did not act as an issuer, underwriter or dealer in any of the transactions listed in the Complaint.
3. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (2) of the Securities Act. Carnes was not involved in a public offering.
4. Carnes acted in good faith and relied on advice of counsel when selling the securities that are the subject of the Complaint. Carnes received a written opinion from counsel, after full disclosure, and relied upon said opinion.
5. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a Permanent Injunction.
6. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which Plaintiff would be entitled to a Penny Stock Bar.
7. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to disgorgement and prejudgment interest.
8. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a civil penalty.
9. Carnes reserves the right to assert additional defenses as they become known.
Respectfully submitted this 25th day of November, 2009.
/s/Irving M. Einhorn
IRVING M. EINHORN
Law Offices of Irving. M. Einhorn
1710-10th Street
Manhattan Beach, California 90266
ime@einhornlaw.com
/s/Harrison T. Slaughter, Jr.
HARRISON T. SLAUGHTER, JR.
Florida Bar No. 194822
111 N. Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: 407-849-6161
Facsimile: 407-843-3738
Butch@leventhal-slaughter.com
CERTIFICATE OF SERVICE
I hereby certify that on the 25th day of November 2009, I electronically filed the foregoing document with the Clerk of the Court by using the CM/ECF system which will also send a notice of electronic filing to the following:
Jonathan Stephen Polish
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Margaret Gembala Nelson
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Thomas J. Meier
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
I further certify that I caused to be sent by electronic mail the foregoing document to the following:
Thomas W. Farlow
Thomas E. Satrom
Frost Brown Todd LLC
201 N. Illinois Street, Suite 1900
Indianapolis, Indiana 46204
e-mail: tfarlow@fbtlaw.com
e-mail: tsatrom@fbtlaw.com
Charles M. Greene
Law Offices of Chares M. Greene, PA
28 E Washington Street
Orlando, Florida 32801
e-mail: cmglaw@cmgpa.com
Daniel Bobilya
Bobilya & Reidy LLP
127 W. Berry Street
Suite 300
Fort Wayne, Indiana 46802
e-mail: dbobilya@b-rlegal.com
Dated: November 25, 2009
DEFENDANT SIGNATURE WORLDWIDE ADVISORS, LLC.’S ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
11/25/2009 33 ANSWER and affirmative defenses to 1 Complaint with Jury Demand by K & L International Enterprises, Inc., Signature Leisure, Inc., Jared E. Hochstedler, Signature Worldwide Advisors, LLC, Stephen W. Carnes, Lawrence A. Powalisz, Enzyme Enviromental Solutions, Inc..(Slaughter, Harrison) (Entered: 11/25/2009)
Doc 33 PDF file
http://viewer.zoho.com/docs/tbKdRb
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
UNITED STATES SECURITIES AND EXHANGE COMMISSION,
Case No. 6:09-cv-1638-GAP-KRS
Plaintiff
v.
K&L INTERNATIONAL ENTERPRISES, INC.,
SIGNATURE LEISURE, INC., SIGNATURE
WORLDWIDE ADVISORS, LLC, STEPHEN W.
CARNES, LAWRENCE A. POWALISZ,
ENZYME ENVIRONMENTAL SOLUTIONS,
INC. and JARED E. HOCHSTEDLER,
Defendants.
__________________________________________/
DEFENDANT SIGNATURE WORLDWIDE ADVISORS, LLC.’S ANSWER, AFFIRMATIVE DEFENSES AND DEMAND FOR JURY TRIAL
Defendant, Signature Worldwide Advisors LLC. (“Signature Worldwide”), by the undersigned counsel, hereby answers and defends the Complaint filed by Plaintiff, United States Securities and Exchange Commission, as follows:
ANSWER
NATURE OF THE CASE
1. Signature Worldwide denies the allegations in Paragraph 1 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
2. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 2.
3. Signature Worldwide denies the allegations in Paragraph 3 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
4. Signature Worldwide denies the allegations in Paragraph 4 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
5. Signature Worldwide denies the allegations in Paragraph 5 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
JURISDICTION AND VENUE
6. Signature Worldwide admits the allegations in Paragraph 6.
7. Signature Worldwide admits that Venue lies with this Court, however, Signature Worldwide is without sufficient knowledge or information to admit or deny the remaining allegations, and as such, therefore denies the remaining allegations in Paragraph 7.
DEFENDANTS
8. Signature Worldwide admits the allegations in Paragraph 8.
9. Signature Worldwide admits the allegations in Paragraph 9.
10. Signature Worldwide admits the allegations in Paragraph 10.
11. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 11.
12. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 12.
13. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 13.
14. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 14.
THE ISSUER COMPANIES
15. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 15.
16. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 16.
17. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 17.
FACTS
18. Signature Worldwide denies the allegations in Paragraph 18 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
THE REVENGE PROMISSORY NOTES
19. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other, and as such, therefore denies the allegations in Paragraph 19.
20. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 20.
21. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 21.
22. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 22.
23. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 23.
24. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 24.
THE WRAP-AROUND AGREEMENTS:
AN OVERVIEW
25. Signature Worldwide admits that it entered into agreements with Cross Atlantic, International Power and Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the remaining allegations and the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 25.
26. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations, and as such, therefore denies the allegations in Paragraph 26.
THE CROSS ATLANTIC WRAP-AROUND AGREEMENTS
27. Signature Worldwide admits that it entered into agreements with Cross Atlantic, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to Cross Atlantic, and as such, therefore denies the allegations in Paragraph 27.
28. Signature Worldwide admits that it entered into agreements with Cross Atlantic, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to Cross Atlantic, and as such, therefore denies the allegations in Paragraph 28.
29. Signature Worldwide admits that it entered into agreements with Cross Atlantic, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to Cross Atlantic, and as such, therefore denies the allegations in Paragraph 29.
30. Signature Worldwide admits that it entered into agreements with Cross Atlantic, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to Cross Atlantic, and as such, therefore denies the remaining allegations in Paragraph 30.
THE REVENGE DESIGNS WRAP-AROUND AGREEMENTS
31. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 31.
32. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 32.
33. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 33.
34. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 34.
THE ENZYME ENVIRONMENTAL WRAP-AROUND AGREEMENTS
35. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 35.
36. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 36.
37. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 37.
38. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 38.
39. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 39.
40. Signature Worldwide admits that it entered into agreements with Enzyme Environmental, and that the documentation for those transactions must be read as a whole. Signature Worldwide further admits that the terms and conditions contained in the documentation governed the transactions in question. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations in Paragraph 40.
THE INTERNATIONAL POWER WRAP-AROUND AGREEMENTS
41. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 41.
42. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 42.
43. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 43.
44. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 44.
COUNT I
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants K&L International Enterprises, Inc., Signature Leisure, Inc., Signature Worldwide Advisors, LLC, Stephen W. Carnes and Lawrence A. Powalisz)
45. Signature Worldwide incorporates by reference its responses to Paragraphs 1 through 44 of the Answer as if its responses to those allegations were fully repeated herein.
46. Signature Worldwide denies the allegations in Paragraph 46 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
47. Signature Worldwide denies the allegations in Paragraph 47 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other companies and Defendants, and as such, therefore denies the remaining allegations in Paragraph 47.
48. Signature Worldwide denies the allegations in Paragraph 48 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
49. Signature Worldwide denies the allegations in Paragraph 49 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
COUNT II
DEFENDANTS’ OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5 (a) AND 5 (c) OF THE SECURITIES ACT
(Against Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler)
50. Signature Worldwide incorporates by reference its responses to Paragraphs 1 through 49 of the Answer as if its responses to those allegations were fully repeated herein.
51. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 51.
52. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 52.
53. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the allegations in Paragraph 53.
54. Signature Worldwide denies the allegations in Paragraph 54 that pertain to it. Signature Worldwide is without sufficient knowledge or information to admit or deny the allegations that pertain to other Defendants, and as such, therefore denies the remaining allegations.
REQUEST FOR RELIEF
WHEREFORE, the Defendant, Signature Worldwide Advisors, LLC. respectfully requests that the Court dismiss Count I of the Complaint and that it be awarded all costs and all other relief the Court deems equitable and just; and The Defendant demands a Trial by Jury as to all issues raised in any and all counts of the Complaint that are so triable.
AFFIRMATIVE DEFENSES
1. Failure to state a claim for which relief can be granted.
2. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (1) of the Securities Act of 1933 (“Securities Act”). Signature Worldwide did not act as an issuer, underwriter or dealer in any of the transactions listed in the Complaint.
3. The securities that are the subject of the Complaint were exempt from registration, under Section 4 (2) of the Securities Act. Signature Worldwide was not involved in a public offering.
4. Signature Worldwide acted in good faith and relied on advice of counsel when selling the securities that are the subject of the Complaint. Signature Worldwide received a written opinion from counsel, after full disclosure, and relied upon said opinion.
5. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a Permanent Injunction.
6. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which Plaintiff would be entitled to a Penny Stock Bar.
7. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to disgorgement and prejudgment interest.
8. To the extent that Sections 5(a) and 5(c) of the Securities Act apply, and without acknowledging or admitting that any violations occurred, the Complaint fails to state a basis upon which the Plaintiff would be entitled to a civil penalty.
9. Signature Worldwide reserves the right to assert additional defenses as they become known.
Respectfully submitted this 25th day of November, 2009.
/s/Irving M. Einhorn
IRVING M. EINHORN
Law Offices of Irving. M. Einhorn
1710-10th Street
Manhattan Beach, California 90266
ime@einhornlaw.com
/s/Harrison T. Slaughter, Jr.
HARRISON T. SLAUGHTER, JR.
Florida Bar No. 194822
111 N. Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: 407-849-6161
Facsimile: 407-843-3738
Butch@leventhal-slaughter.com
CERTIFICATE OF SERVICE
I hereby certify that on the 25th day of November 2009, I electronically filed the foregoing document with the Clerk of the Court by using the CM/ECF system which will also send a notice of electronic filing to the following:
Jonathan Stephen Polish
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Margaret Gembala Nelson
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
Thomas J. Meier
Securities & Exchange Commission
175 West Jackson Street, Suite 900
Chicago, Illinois 60604
I further certify that I caused to be sent by electronic mail the foregoing document to the
following:
Thomas W. Farlow
Thomas E. Satrom
Frost Brown Todd LLC
201 N. Illinois Street, Suite 1900
Indianapolis, Indiana 46204
e-mail: tfarlow@fbtlaw.com
e-mail: tsatrom@fbtlaw.com
Charles M. Greene
Law Offices of Chares M. Greene, PA
28 E Washington Street
Orlando, Florida 32801
e-mail: cmglaw@cmgpa.com
Daniel Bobilya
Bobilya & Reidy LLP
127 W. Berry Street
Suite 300
Fort Wayne, Indiana 46802
e-mail: dbobilya@b-rlegal.com
Dated: November 25, 2009
11/25/2009 36 ANSWER and affirmative defenses to 1 Complaint with Jury Demand by Signature Leisure, Inc..(Slaughter, Harrison) (Entered: 11/25/2009)
Doc 36 PDF file
http://viewer.zoho.com/docs/ubbB4e
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