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Close to the bottom of the page "in RED"
It’s right there in red....
Otc Where, I do not see how Green Field played in to to what you copied and pasted.
Greenfield Farms went through some issues with debt.
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 0:17-cv-62255
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
IBRAHIM ALMAGARBY and
MICROCAP EQUITY GROUP LLC,
Defendants, COMPLAINT
Plaintiff, Securities and Exchange Commission (the “Commission”), alleges as follows:
I. INTRODUCTION
1. This case involves the buying of more than $1.1 million of convertible debt of
microcap (i.e., penny stock) issuers and the subsequent selling of more than 7.4 billion shares of
the microcap issuers’ stock into the market by Ibrahim Almagarby and his wholly owned and
controlled business entity, Microcap Equity Group LLC (collectively, “Defendants”), without
either registering with the Commission as a dealer or being associated with an entity that was
registered with the Commission as a dealer.
2. Between January 2013 and July 2016, Defendants, as part of a regular business,
engaged in the buying and selling of securities for Defendants’ own accounts. Defendants
purchased from debtholders the aged debts of various microcap issuers of securities.
Contemporaneously, and as part of their purchase of the aged debt, Defendants obtained
agreements with the issuers permitting Defendants to, at their discretion, convert the debt into
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 1 of 10
2 shares of the issuers’ common stock. Defendants deposited these shares (once converted from
the debt) into their brokerage accounts and sold significant numbers of them into the market.
Finally, Defendants deposited the net proceeds from the stock sales into their bank accounts.
3. Defendants’ gained $1,474,901.63 from selling the shares, which represents the
difference between their known costs of acquiring the convertible debt securities and their net
proceeds obtained from converting the debt into shares and then selling the shares into the
market.
4. By virtue of their conduct, Defendants violated Section 15(a)(1) of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78o(a)(1)].
5. Additionally and alternatively, Ibrahim Almagarby is a controlling person of Microcap Equity Group LLC under Exchange Act Section 20(a) [15 U.S.C. § 78t(a)] and
Ibrahim Almagarby is therefore liable for Microcap Equity Group LLC’s violations of Section
15(a)(1).
6. Unless enjoined, Defendants are likely to commit such violations in the future.
Among other relief, Defendants should be enjoined from future violations and should be ordered
to disgorge, with prejudgment interest, any ill-gotten gains obtained as a result of their
violations, and ordered to pay an appropriate civil money penalty.
II. DEFENDANTS
7. Ibrahim Almagarby, age 27, on information and belief, resides in Tamarac,
Florida.
8. Microcap Equity Group LLC is a Florida limited liability company formed on
January 8, 2013, and is wholly owned and controlled by Ibrahim Almagarby. On information
and belief, Microcap’s principal place of business is in Tamarac, Florida.
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 2 of 10
3
III. JURISDICTION AND VENUE
9. This Court has jurisdiction under Exchange Act Sections 21(d), 21(e), and 27
[15 U.S.C. § 78u(d), 78u(e), and 78aa]. In connection with the transactions and acts alleged
herein, Defendants, directly or indirectly, made use of the means and instruments of
transportation and communication in interstate commerce and of the mails.
10. Ibrahim Almagarby, during the relevant period, resided in the Southern District of
Florida. Microcap Equity Group LLC is a Florida limited liability company, and certain of the
transactions and acts alleged herein took place in the Southern District of Florida. Venue
therefore is proper in this district under Exchange Act Section 27 [15 U.S.C. § 78aa].
IV. FACTUAL BACKGROUND
A. Defendants Bought and Sold Large Volumes of Microcap Issuer Securities as
Part of their Regular Business.
11. Between January 2013 and July 2016, Defendants bought more than $1.1 million of convertible debt of 39 different microcap issuers and subsequently sold more than 7.4 billion
shares of the microcap issuers’ stock into the market.
12. Defendants purchased the convertible debt securities through agreements that
granted Defendants the right to convert the microcap issuers’ debts into shares of the issuers’
common stock. Defendants frequently exercised all or some of their conversion rights soon after
closing on the purchase of the convertible debts and then began selling the resulting shares into
the market using accounts that Defendants maintained at various brokerage firms.
13. Defendants’ buying and selling of securities is illustrated by the following
example:
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 3 of 10
4
a. On or about July 1, 2016, Defendants acquired $20,184.10 in aged debt
issued by Halitron, Inc. (“Halitron”), a microcap issuer. Defendants
negotiated a debt purchase agreement to acquire the aged debt from the
debtholders at face value.
b. Defendants contemporaneously negotiated an agreement with Halitron
whereby Halitron agreed to permit Defendants to immediately convert the
debt into shares of Halitron common stock.
c. On July 6, 2016, Defendants converted the debt into 25,230,125 shares of
Halitron stock and deposited the shares into a brokerage account that
Defendants maintained at a third-party brokerage.
d. Between July 22, 2016 and August 8, 2016, Defendants sold all
25,230,125 Halitron shares into the market generating net proceeds of
$56,177.52 and a net profit of $35,993.42.
14. Between January 2013 and July 2016, Defendants entered into 57 other debt
purchase agreements via which they acquired more than $1.1 million in aged debt convertible
securities from 38 other microcap issuers. Defendants converted the securities into more than
8.9 billion shares of microcap stock, more than 7.4 billion of which they sold into the market,
reaping a gain of $1,474,901.63.
B. Defendants Violated the Federal Securities Laws by Acting as Unregistered
Dealers.
15. Any person engaged in the business of buying and selling securities for such
person’s own account (through a broker or otherwise) must register with the Securities and
Exchange Commission.
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 4 of 10
5
16. Between January 2013 and July 2016, Defendants bought and sold securities for
their own account as part of a regular business in which they entered into 58 different debt
purchase transactions to purchase convertible debt securities of 39 different issuers of microcap
stock, exercised their conversion rights to obtain more than 8.9 billion shares of microcap stock,
and sold more than 7.4 billion shares of microcap stock into the market, reaping a gain of
$1,474,901.63.
17. Defendants used means or instrumentalities of interstate commerce to buy and sell
securities.
18. Between January 2013 and July 2016, neither Ibrahim Almagarby nor Microcap
Equity Group LLC were registered with the Securities Exchange Commission as dealers.
19. Between January 2013 and July 2016, neither Ibrahim Almagarby nor Microcap
Equity Group LLC were associated with individuals or entities that were registered with the
Securities Exchange Commission as dealers.
C. Defendants Bought and Sold Penny Stocks.
20. At least some of the 7.4 billion microcap shares that Defendants sold did not
meet any of the exceptions from the definition of a “penny stock,” as defined by Exchange Act
Section 3(a)(51) [15 U.S.C. § 78c(a)(51)] and Exchange Act Rule 3a51?1 [17 C.F.R. §
240.3a51?1].
21. Defendants therefore participated in the offering of penny stock by acting as
dealers engaged in the buying and selling of penny stocks.
/
/
/
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 5 of 10
6
COUNT I
Violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]
(Against both Defendants)
22. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1-21, inclusive, as if they were fully set forth herein.
23. By engaging in the conduct described above, Defendants made use of the mails or
other means or instrumentalities of interstate commerce to effect transactions in, or to induce or
to attempt to induce the purchase or sale of securities while not registered with the Commission
as a dealer or when they were not associated with an entity registered with the Commission as a
dealer.
24. By reason of the foregoing, each of the Defendants violated Exchange Act
Section 15(a)(1) [15 U.S.C. § 78o(a)].
25. A violation of Section 15(a)(1) does not require proof of scienter.
COUNT II
Violation, as a Control Person, of Section 15(a)(1) of the Exchange Act
(Against Defendant Almagarby)
26. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1-25, inclusive, as if they were fully set forth herein.
27. During the relevant period, Ibrahim Almagarby was the sole person who owned
and controlled Microcap Equity Group LLC.
28. Under Exchange Act Section 20(a) [15 U.S.C. § 78t(a)], every person who,
directly or indirectly, controls any entity liable under any provision of the Exchange Act or of
any rule or regulation thereunder shall also be liable jointly and severally with and to the same
extent as such controlled entity to any person to whom such controlled person is liable (including
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 6 of 10
7
the Commission), unless the controlling person acted in good faith and did not directly or
indirectly induce the act or acts constituting the violation or cause of action.
29. Ibrahim Almagarby did not act in good faith, and he directly induced the act or
acts constituting Microcap Equity Group LLC’s violations of the Exchange Act.
30. By reason of the foregoing, Ibrahim Almagarby violated Exchange Act Section
15(a)(1) through his control of Microcap Equity Group LLC.
RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests that this Court enter a judgment:
I.
Permanent Injunction
Permanently restraining and enjoining Ibrahim Almagarby and Microcap Equity Group
LLC and their agents, servants, employees, attorneys, and all persons in active concert or
participation with Ibrahim Almagarby and Microcap Equity Group LLC who receive notice of
the injunction by personal service or otherwise, from acting as an unregistered dealer in violation
of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o(a)(1)] by using any means or instrumentality
of interstate commerce, or of the mails, or of any facility of any national securities exchange, to
effect transactions in, or induce or attempt to induce the purchase or sale of, securities while not
registered with the Commission as a dealer or while not associated with an entity registered with
the Commission as a dealer;
II.
Penny Stock Bar
Permanently restraining and enjoining Ibrahim Almagarby and Microcap Equity Group
LLC from participating in the offering of any penny stock, including engaging in activities with a
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 7 of 10
8
broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the
purchase or sale of any penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. §
78u(d)(6)];
III.
Civil Penalties
Ordering Ibrahim Almagarby and Microcap Equity Group LLC, jointly and severally, to
pay an appropriate civil penalty under Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
IV.
Disgorgement
Ordering Ibrahim Almagarby and Microcap Equity Group LLC, jointly and severally, to
disgorge, with prejudgment interest, all ill-gotten gains derived from the activities set forth in
this Complaint;
V.
Cancellation and Surrender
Ordering Defendant Microcap Equity Group LLC to surrender for cancellation its
remaining shares of stock of, and surrender its remaining conversion rights under the convertible
securities issued by the following issuers: Aluf Holdings, Inc., Axxess Pharma, Inc., Bulova
Technologies Group, Inc., CD International Enterprises, Inc., CUBA Beverage Company,
Daniels Corporate Advisory Company, Inc., Dewmar International BMC, Inc., East Coast
Diversified Corp., Elray Resources, Inc., Energy Revenue America, Inc., Eyes on the Go, Inc.,
Gold & Silver Mining of Nevada, Inc., Gold and GemStone Mining Inc., Green Energy
Enterprises, Inc., Greenfield Farms Food, Inc., Grid Petroleum Corp./ Simlatus Corporation,
Halberd Corporation, Halitron, Inc., Healthnostics, Inc., Healthy & Tasty Brands Corporation
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 8 of 10
9
(a/k/a GRILLiT, Inc.), Hybrid Coating Technologies, Inc., In Ovations Holdings, Inc., Indo
Global Exchange(s) Pte, Ltd., InoLife Technologies, Inc., InternetArray, Inc., Las Vegas
Railway Express, Inc., LIG Assets, Inc., Medical Care Technologies Inc., Mining Global, Inc.,
MyECheck, Inc., Next Galaxy Corp., North American Cannabis Holdings, Inc., PM&E, Inc.,
PotNetwork Holdings Inc., PPJ Healthcare Enterprises, Inc., Quasar Aerospace Industries, Inc.,
Sanomedics, Inc., Seven Arts Entertainment, Inc., and Urban Ag Corp.
VI.
Retention of Jurisdiction
Retaining jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered, or to entertain any suitable application or motion for additional
relief within the jurisdiction of this Court; and,
VII.
Further Relief
Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.
/
/
/
/
/
/
Case 0:17-cv-62255-XXXX Document 1 Entered on FLSD Docket 11/17/2017 Page 9 of 10
10
DATED November 17, 2017 Respectfully submitted,
By:
____________
Amy J. Oliver
Trial Counsel
Florida Special Bar No. A5502307
Direct Dial: (801) 524-6748
E-mail: olivera@sec.gov
Lead Attorney
Attorney To Be Noticed
Daniel J. Wadley
Trial Counsel
Florida Special Bar No. A5502306
Direct Dial: (801) 524-3422
wadleyd@sec.gov
Lead Attorney
Attorney To Be Noticed
ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION
351 South West Temple, Suite 6.100
Salt Lake City, Utah 84101-1950
LIB* looks like no bid soon as well.
Tough break for some of the holders here.
Management may keep updating financials. Why not? We will see soon.
This is going to the greys. Impossible to sell this shell.
They did, I knew it was coming... No one wanted to heed the warnings though... Now they can enjoy their tax write offs lmmfao
If there was a scam stock awards show each year Greenfield Farms Food Inc. aka GRAS would be a front runner every year. This piece of crap deserved this trading suspension and delisting to the grey sheets.
Thanks to GRAS and Carebourn LIBE is clean an about to be a winner IMHO
GRAS is a shell not so clean and without a management or a lawyer, and a mess of paper that is too expensive to sort out and trace. The owners of the shell will have a hard time selling it in this condition.
Get ready. The libe deal will not happen. Those who lost, and bought because of a 8-k, then GRAS let THE DEAL GO. LAW SUIT.
BIRDS OF A FEATHER, FLOCK TOGETHER. libe$.
"Lawsuits"? It'll be thrown out.... Just like the one against these clowns before lol
Investors bought in because of NGEN.
Then there's a slit. I smell law suits. It will never happen.
There has to be consideration.
All I can say is a tax write off for next tax season. GLTU!
Sounds like NGEN is abandoning the sinking GRAS ship and hopping over to the LIBE ship. LIBE looks like junk. The only positive thing there is that it's current with their periodic reports.
Game over.
https://www.sec.gov/Archives/edgar/data/1503161/000149315219011805/form8-k.htm
This might help shed some light as to what might be going on.
To bad, Their suspended... And headed to the greys once the suspension is over, Game over here
According to the SEC, GRAS never even received the delinquency letter that was sent to them over a year ago on July 9, 2018.
I've had many penny stocks suspended then revoked. It's the risk I take for playing triple zeros. IMO, the only hope is for GRAS to re-register with the SEC after it gets revoked. It'll be a long process. I don't expect to see a bid on this stock anytime in 2019 or 2020, and maybe never.
Read the following link. It's the best write-up I've seen on SEC suspensions.
https://otcmarketresearch.com/the-sec-just-suspended-my-stock-now-what/
Some posts really have to wonder why GRAS continues to submit financial updates under the gloom and doom umbrella. Perhaps its business as usual at GRAS and their time schedule is not the same as SEC. It's not like GRAS management did not know SEC was going to pull the plug. This was not a surprise. Too much going on to let GRAS become a shoe box in a closet.
GLTA
Wrong, They are suspended UNTIL that day... Then the Grey markets
So gras has until 8/12 to update or ask for an extension. So what.
I betting they come through.
And will be on the GREY MARKET (That's for dead tickers)
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on July 30, 2019 and terminating at 11:59 p.m. EDT on August 12, 2019:
[/color]
Greenfield Farms Food, Inc. (GRAS)
https://www.otcmarkets.com/stock/GRAS/news/SEC-Suspension-of-Trading?id=235662
Well, unfortunately there’s nothing “fake” about being suspended by the SEC... Now, show me where they “Been through that before”
Not this trash (or the 99.99% of the scams stuck in the Grey's), unfortunately
Burnt Gras grows back 10x stronger
Sucks but I'm not worried
i think so too
Head fake
GRAS will be up running soon.
Watch and see.
Yeah, on the GREY market.... Put that part in there as well
Perhaps, this company can be save if management takes corrective action and show SEC that is serious about re-listing back to OTC markets.
Yes, its a violation for not filing financial reports on time but is not as bad as if fraud involved with the company.
I think is not all hopeless, and I do hope management takes these issues a serious manner and takes corrective action. JMO!
OTC Markets will resume the display of this security’s quotes once adequate current information is made available by the issuer pursuant to the Alternative Reporting Standard or by the SEC Reporting Standard, and until OTC Markets believes there is no longer a public interest concern.
Wrong, “Not a bad Q” shows even more debt, Not getting out of suspension “early” not how this works, Read up on SEC suspension’s... Grey market trading is a death sentence, Period!!!!
wow not a bad Q just filed at ALL! this might get out of suspension sooner and still trade well!
ive seen grey stocks go up 1000% also. its not all lost IMO
Righttttt, Thought it was “Long and strong” here, And “Keep adding the cheapies”... Guess that went out the window since the SEC shut this scam down
I sold most last week. My exposure is
Small. Hope the best to those that held.
Bahahahaha, “A head fake”? Getting suspended by the SEC, And once lifted can ONLY trade on greys... No such thing
99.99% it's over, IMO. They could fight it like DBMM, but that one, who is now current with their financial reports, has been stuck in court for 2 years and has remained on the grey market since its suspension in 2017. DBMM is a rare case. All the other ones don't even bother responding to the SEC and they eventually get revoked. There are extremely rare cases where a revoked penny stock files (Form 10?) to go public again.
Thinking this is a head fake, not the end.
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GRAS IS A SCAM, DO NOT BUY!!!!!!
GRAS LOSING IN FEDERAL COURT!!!!!
DON'T BELIEVE THE "PUMP" NOISE FROM STUCK HOLDERS LOOKING TO DUMP THEIR WORTHLESS SHARES ON ANOTHER
SEC HALT COMING ANYDAY NOW
~Updated DD~ ON THIS SCAM
Quote:
Huh??????
On Fri, Oct 6, 2017 at 7:33 AM, <rheine9042@aol.com> wrote:
Barry, we already spun out the pizza business and Cherry Hill now has 49 e cent of u_blic stock in
GRAS
No, That "sounds"/Looks like the deal is DONE since Ron (You know the CEO) said "Cherry Hill now has 49 e cent of u_blic stock in
GRAS"
That means complete...
Quote:
Post #
31109
of 31167 Go
Email is not a legally-binding contract.
Respond | View Replies (1)
Quote:
C.G.B Spender Member Level Thursday, January 25, 2018 7:36:47 PM
Re: jhnvtjll post# 31109 Post #
31110
of 31166 Go
Most people know or assume that the law generally requires a written, signed agreement for a transaction to be legally binding. They don't realize that an email exchange can also satisfy the legal requirements and collectively constitute a binding contract.
Regardless of an email's folder location, intent, or status, email is a vital piece of corporate electronic information and no different than any other document. Email is now much more than just a communication mechanism but a legal document of record that can be used to an organization's advantage.Apr 15, 2009
Kasten v. Doral Dental USA, LLC, 2007 Wisc. LEXIS 405 (Wis. June 22, 2007), the Wisconsin Supreme Court reversed and rejected the findings of the trial court’s conclusion that email was a communication rather than a document. They concluded that “Company documents” in the company’s operating agreement was, in fact, a broader term than “records” and included drafts and emails that were not private communications.
https://investorshub.advfn.com/boards/replies.aspx?msg=137999885
As you can see, No replies...
100% SCAM
LAWSUIT LINK HERE...
https://www.dropbox.com/s/vavwbytlz7iwn3h/NohoGreenfieldComplaint.pdf?dl=0
GRAS 500-1 REVERSE SPLIT
Market Value1 | $340,386 | a/o Jan 17, 2018 | |
Authorized Shares | 6,450,000,000 | a/o Jan 02, 2018 | |
Outstanding Shares | 3,403,855,330 | a/o Jan 02, 2018 | |
-Restricted | Not Available | ||
-Unrestricted | Not Available | ||
Held at DTC | Not Available | ||
Float | Not Available | ||
Par Value | Not Available |
VStock Transfer LLC |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |