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lol - this one must break all records
"10-for-1 Warrant Shares Exercised are Exempt from the Split"
ughhh what a P O S
RVEM - and another one:
http://www.investorshub.com/boards/read_msg.asp?message_id=12850621
sheesh..why not just release a PR saying:
"RSMI wishes to announce we suck an running our public company. Sorry most of you lost your money. We kept ours."
RSMI:TOXIC DEBENTURES REGISTRATION.
Risks Related to this Offering and Our Capital Structure
This offering may have an adverse impact on the market price of our common stock.
This prospectus relates to the sale or distribution of up to 357,781,615 shares of common stock by the selling security holders. We will not receive proceeds from these sales except to the extent certain options or warrants are exercised for cash, and have prepared this prospectus principally in order to meet our contractual obligations to some of the selling security holders. The sale of this block of stock, or even the possibility of its sale, may adversely affect the trading market for our common stock and reduce the price available in that market.
Our shareholders will experience significant dilution upon the conversion of our 2006 Debentures and 2005 Debentures because these debentures convert at a discount to the market price of our common stock at the time of conversion.
At any time and from time to time, all or any portion of the principal amount of the two-year 7% Senior Secured Convertible Debentures we issued in March 2006 (the “2006 Debentures”) then outstanding may, at the option of the holders of the debentures, be converted into shares of common stock at the conversion price then in effect. Similarly, currently and from time to time all or any portion of the principal amount of the three-year 7% Senior Secured Convertible Debentures we issued in May 2005 (the “2005 Debentures”) then outstanding may, at the option of the holders of the debentures, be converted into shares of common stock at the conversion price then in effect. Additionally, all accrued but unpaid interest on 2006 Debentures and 2005 Debentures is payable upon conversion, at our option, in shares of common stock at the conversion price for those debentures then in effect.
The number of shares issuable upon any conversion will be equal to the outstanding principal amount of convertible debenture to be converted, divided by the applicable conversion price on the conversion date, plus (if we have elected to pay such amount in shares of common stock) the amount of any accrued but unpaid interest on the convertible debenture through the conversion date, divided by the conversion price on the conversion date. The conversion price of the 2006 Debentures is equal to the lower of (i) 70% of the volume weighted average closing price per share of our common stock for the 20 trading days immediately preceding the conversion date and (ii) the lowest purchase price or conversion price of any shares of common stock or securities convertible into shares of common stock that we subsequently offer or issue on or prior to the date on which the aggregate outstanding principal amount of the 2006 Debentures is first equal to or less than $1.5 million. The conversion price of the 2005 Debentures is equal to 70% of the volume weighted average closing price per share of our common stock for the five trading days immediately preceding the conversion date. Due to the conversion mechanics of these convertible debentures, decreases in the conversion price result in an increase in the total number of shares issuable upon conversion.
The number of shares to be acquired by each of the holders of the 2006 Debentures or 2005 Debentures upon conversion cannot exceed the number of shares that, when combined with all other shares of common stock and securities then owned by each holder and its affiliates, would result in any one of them owning more than 4.99% of our then outstanding common stock.
There is an inverse relationship between our stock price and the number of shares issuable upon conversion of the 2006 Debentures and 2005 Debentures. That is, the higher the market price of our common stock at the time a debenture is converted, the fewer shares we would be required to issue, and the lower the market price of our common stock at the time a debenture is converted, the more shares we would be required to issue. This inverse relationship is demonstrated by the table set forth below, which shows the number of
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shares into which $6 million of the 2006 Debentures would be convertible at various prices of our common stock.
Estimated 20-Day
Debenture
Number of Shares Issuable on
VWAP of
Conversion
Conversion of $6 Million Principal
Common Stock Price Amount of Debentures
$0.25 $ 0.175 34,285,714
$0.20 $ 0.140 42,857,143
$0.15 $ 0.105 57,142,857
$0.10 $ 0.070 85,714,286
$0.05 $ 0.035 171,428,571
$0.03 $ 0.021 285,714,286
We may need to increase the amount of authorized common stock in order to meet our obligations to holders of our derivative securities or to conduct future equity transactions.
We have 900 million shares of common stock currently authorized for issuance, of which 340,734,039 shares are issued and outstanding. In addition, our outstanding warrants and options, if exercised at August 9, 2006, would require us to issue an additional 151,627,272 shares of common stock. The terms of the 2005 and 2006 Debentures provide that the debentures convert into shares of our common stock at an initial conversion price equal to 70% of the volume-weighted closing price per share of our common stock over a specific period of time. To the extent our stock price falls, the number of shares into which the debentures will convert will increase and could exceed the number of shares currently available for issuance by us. As a result, we may need to increase the number of shares of common stock authorized in order to honor our obligations to issue shares of common stock to the selling shareholders and other holders of options, warrants, convertible promissory notes and other derivative securities. Furthermore, a lack of authorized shares of common stock would impair our ability to use our equity securities for raising capital, acquisitions, compensation and other corporate purposes. In order to increase our authorized common stock, our shareholders must approve an amendment to our articles of incorporation. It may take a significant amount of time for us to obtain approval of our shareholders, and there is no guarantee that we will be able to obtain such approval.
Future sales of common stock or other dilutive events may adversely affect prevailing market prices for our common stock.
As of August 9, 2006, we had 340,734,039 shares of our common stock issued and outstanding. As of August 9, 2006, an additional 151,627,272 shares of common stock were reserved for issuance upon the exercise of outstanding options and warrants exercisable at exercise prices ranging from $0.027 to $4.00 per share. In addition, we have outstanding $5.6 million principal amount of 2006 Debentures and $5,577 principal amount of 2005 Debentures, all of which are convertible into an undeterminable number of shares of our common stock. The exercise price of such debentures is variable, and is based upon an initial conversion price equal to 70% of the volume-weighted closing price per share of our common stock over a period preceding the applicable conversion date. We also have outstanding $75,000 principal amount of convertible debentures we issued in 2003 and 2004 (the “2003 Debentures”). These debentures are convertible into our common stock at an exercise price of $0.15 per share. Many of the above options, warrants and debentures contain provisions that require the issuance of increased numbers of shares of common stock upon exercise or conversion in the event of stock splits, redemptions, mergers or other transactions.
The occurrence of any such event or the exercise or conversion of any of the options, warrants or debentures described above would dilute the interest in the Company represented by each share of common stock and may adversely affect the prevailing market price of our common stock. Finally, we may need to raise additional capital through the sale of shares of common stock or other securities exercisable for or convertible into common stock. The occurrence of any such sale would dilute the interest in the Company represented by each share of common stock and may adversely affect the prevailing market price of our common stock.
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If we default under the Securities Purchase Agreement for the 2006 Debentures, we could lose substantially all of our assets.
To secure our obligations under the 2006 Debentures, we granted a security interest in substantially all of our assets, including our intellectual property, in favor of the investors under the terms and conditions of a Security Interest Agreement dated as of March 6, 2006. The security interest terminates upon the earlier of (i) the date on which less than $1.5 million in principal amount of the 2006 Debentures are outstanding, or (ii) payment or satisfaction of all of our obligations under the Securities Purchase Agreement. If we are unable to perform our obligations under the Securities Purchase Agreement, the investors could seek to foreclose and obtain possession or force the sale of substantially all of our assets, including our products under development. If this were to occur, we could not continue in our current line of business and any investment you may have in the Company would lose value.
Our board of directors’ right to authorize the issuance of shares of preferred stock could adversely impact the rights of holders of our common stock.
Our Articles of Incorporation authorize our board of directors to issue up to 15,000,000 shares of preferred stock in one or more series, and to fix the rights, preferences, privileges and restrictions granted to or imposed upon any such series, without further vote or action by shareholders. The terms of any series of preferred stock, which may include priority claims to assets and dividends and special voting rights, could adversely affect the rights of the holders of our common stock and thereby reduce the value of our common stock. The issuance of preferred stock could discourage certain types of transactions involving an actual or potential change in control of our company, including transactions in which the holders of common stock might otherwise receive a premium for their shares over then current prices, otherwise dilute the rights of holders of common stock, and may limit the ability of such shareholders to cause or approve transactions which they may deem to be in their best interests, all of which could have a material adverse effect on the market price of our common stock.
Our stock price may be volatile.
The market price of our common stock will likely fluctuate significantly in response to the following factors, some of which are beyond our control:
• Variations in our quarterly operating results due to a number of factors, including but not limited to those identified in this “Risk Factors” section;
• Changes in financial estimates of our revenues and operating results by securities analysts or investors;
• Changes in market valuations of telecommunications equipment companies;
• Announcements by us of commencement to, changes to, or cancellation of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
• Additions or departures of key personnel;
• Future sales of our common stock;
• Stock market price and volume fluctuations attributable to inconsistent trading volume levels of our stock;
• Commencement of or involvement in litigation; and
• Announcements by us or our competitors of technological innovations or new products.
In addition, the equity markets have experienced volatility that has particularly affected the market prices of equity securities issued by high technology companies and that often has been unrelated or disproportionate to the operating results of those companies. These broad market fluctuations may adversely affect the market price of our common stock.
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We may have violated Section 5 of the Securities Act of 1933, as amended, in connection with sales of our securities and could suffer substantial losses if purchasers of our securities demand to rescind previous sales.
We have raised substantial amounts of capital in private placements of our securities from time to time. The securities offered in such private placements were not registered with the Securities and Exchange Commission (the “SEC”) or any state agency in reliance upon exemptions from such registration requirements. Such exemptions are highly technical in nature and if we inadvertently failed to comply with the requirements of any of such exemptive provisions, investors would have the right to rescind their purchase of our securities or sue for damages. During the past several years, the Company issued securities to accredited investors pursuant to Section 4(2) of the Act, which were not subject to the safe harbors of Regulation D. While the Company believes these offers and sales were not integrated, if these offers and sales were deemed to be integrated, the Section 4(2) exemption might be unavailable for one or more of these sales. Furthermore, in 2004, $350,000 of our 2003 Debentures were purchased by investors after the filing of a registration statement covering the same type of securities. While the Company and the investors were parties to a purchase agreement executed prior to the filing of the registration statement, the wording of certain conditions to closing created uncertainty as to whether the investors were irrevocably bound to purchase the debentures prior to the filing of the registration statement. As a result, there may not have been an exemption from registration covering these sales. If one or more of these investors were to successfully seek such rescission or institute any such suit, we could face severe financial demands that could materially and adversely affect our financial position.
We do not anticipate paying any dividends on our common stock.
We have not paid any dividends on our common stock since our inception and do not anticipate paying any dividends on our common stock in the foreseeable future. Instead, we intend to retain any future earnings for use in the operation and expansion of our business.
Additional burdens imposed upon broker-dealers by the application of the “penny stock” rules to our common stock may limit the market for our common stock.
The SEC has adopted regulations concerning low-priced (or “penny”) stocks. The regulations generally define “penny stock” to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our shares continue to be offered at a market price less than $5.00 per share, and do not qualify for any exemption from the penny stock regulations, our shares will continue to be subject to these additional regulations relating to low-priced stocks.
The penny stock regulations require that broker-dealers who recommend penny stocks to persons other than institutional accredited investors, make a special suitability determination for the purchaser, receive the purchaser’s written agreement to the transaction prior to the sale and provide the purchaser with risk disclosure documents that identify risks associated with investing in penny stocks. Furthermore, the broker-dealer must obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before effecting a transaction in penny stock. These requirements have historically resulted in reducing the level of trading activity in securities that become subject to the penny stock rules.
The additional burdens imposed upon broker-dealers by these penny stock requirements may discourage broker-dealers from effecting transactions in the common stock, which could severely limit the market liquidity of our common stock and our shareholders’ ability to sell our common stock in the secondary market.
please post the article not the link...TIA
VSTC IS A SCAM
GTXC or VSTC (Vision Technology Corp) by any name (and there have been a few over the years) IS A SCAM.
Read all about it here...
http://gtxcthegangthatcantshootstraight.blogspot.com/
cites, facts, quotes, inside info and analysis
Investors beware.... VSTC IS A SCAM
What suprises me is how small the R/S is. LOL
Prolly very minimal after 10 or so more R/S...yeah thats the ticket
Can you imagaine the os?
Maybe they both can merge.
We can give that one to Pacel.
symbol not found, maybe CRAP
They should give it this symbol - POOP - is that one taken?
lol... was a MOOer for sure
Oh, yeah - how could I forget that ticker!
You forgot RMOO.....
Symbol Split Ratio Date
RVMO 1:20 R/S 06/18/2006
RVMN 1:75 R/S 02/17/2006
RVNM 1:1000 R/S 07/15/2005
RMOO 1:50 R/S 07/10/2003
RMOO 1:10 R/S 06/30/1999
RAVEN MOON - RVNM, RVMO, RVEM - BEWARE!
Just unfricken believable, someone should shoot that pos and put it out of its misery. jmo
RVMO Raven Moon Announces 1-for-20 Reverse Split with Record Date of July 17, 2006; 40-for-1 Warrant Shares Exercised are Exempt from the Split
Business Wire - June 26, 2006 8:31 AM (EDT)
ORLANDO, Fla., Jun 26, 2006 (BUSINESS WIRE) -- Raven Moon Entertainment, Inc. (OTCBB: RVMO) announced today that its Board of Directors and majority shareholders have approved a 1-for-20 reverse split with a record date of July 17, 2006.
The company previously announced a 40-for-1 warrant dividend program that expires on July 25, 2006 and Raven Moon has also recently announced that restricted common shares purchased as a result of exercising the current warrant prior to its expiration date will not be subject to this reverse split or any others within 12 months from the date the shares are issued.
40-for-1 Warrant Terms and Exercise Instructions
The terms of the warrant dividend are: shareholders of record as of May 19, 2006 shall receive 1 warrant for each share of common stock owned as of that date. The warrant allows the shareholder to exercise 40 shares of common restricted stock for each warrant they own and exercise during a two-month window beginning May 25, 2006 to July 25, 2006 at a 40% discount of the closing bid price on the day their check is dated. Common shares purchased as a result of exercising warrants will be restricted for one year. All transactions when accepted by the company are final and irrevocable.
If your account is with a broker, send a copy of your account statement to Raven Moon Entertainment, 2005 Tree Fork Lane, Suite 101, Longwood, FL 32750 no later than July 25, 2006 verifying the number of shares you owned in your account as of May 19, 2006. Indicate the number of warrants you would like to exercise at a 40% discount of the closing bid on the day you write your check and make it payable to Raven Moon Entertainment, Inc.
"Shareholders who exercise their 40-for-1 warrants are helping the company and the company's Board of Directors has authorized the exemption of restricted shares purchased as a result of exercising the current warrant from any potential reverse split that may occur for 12 months," said Joey DiFrancesco, Chairman and CEO of Raven Moon. "We are processing the warrant exercises as we receive them to provide a timely response to our shareholders who want to support the company's progress and increase their position with the company."
Shareholders or brokers who need further information on how to exercise these warrants may contact Carol Merry at Fahlgren Mortine Investor Relations at (614) 825-1750 or by email: carol.merry@fahlgren.com.
Safe Harbor Act Notice: This release may contain forward-looking statements that involve risks and uncertainties, including without limitation, acceptance of the company's products, increased levels of competition, product and technological changes, the company's dependence upon financing and third- party suppliers, and other risks detailed from time to time in the company's federal filings, annual report, offering memorandum or prospectus. Specifications are subject to change without notice.
SOURCE: Raven Moon Entertainment, Inc.
Fahlgren Mortine Investor Relations
Carol Merry, 614-825-1750
carol.merry@fahlgren.com
Copyright Business Wire 2006
Posted by: sludgehound
In reply to: dc_320 who wrote msg# 2380
Date:6/14/2006 9:19:57 PM
Post #of 2403
PCCE = PCLO 1:1K Celebrates 10th
June 14, 2006
Pacel Corporation Celebrates Tenth Reverse Split
Pacel Corporation (OTC: PCCE) is celebrating its tenth reverse split in its history as a public company. Pacel executives have managed to fleece investors by completing reverse splits of company stock ten times in the past seven years, and four in just the past year. The price of the company's initial public offering, with adjustments made for the many stock splits, is about $10 million. Below is a table with the complete history of Pacel stock splits.
http://www.antandsons.com/2006/06/pacel-corporation-celebrates-tenth.html
Anybody know whats up with BDYS. I had an order in which was cancelled. And there is no volume today but I can't find out anything.
PCCE:
Posted by: Art2Gecko
In reply to: krznate who wrote msg# 638524
Date:6/14/2006 2:55:04 PM
Post #of 638533
PCLO - Pacel Corp. Reverse Split History
Symbol Split Ratio DatePCCE
1:1000 R/S 06/15/2006PCCN
1:1000 R/S 01/24/2006PCCR
1:1000 R/S 10/25/2005PCLL
1:1000 R/S 06/20/2005PCOR
1:1000 R/S 02/25/2005PCCL
1:100 R/S 09/13/2004PACC
1:100 R/S 02/25/2004PCEL
1:30 R/S 03/17/2003PLRP
1:100 R/S 04/07/2002PLRPD
1:4 R/S 10/07/1999
Well, we all learn from our mistakes and a caveat would be to avoid most stocks mentioned on this thread.
I gots all of dem.
:)
I got 2 of them winners...
HAHAHAH...THAT's the damn truth. BCIT..GVRP...MAMG..PGWC...grrrrrrrrr
shit happens...but why always to us?
yea, that makes sense..lol...creeeeeeps!!!! i'm not in it this time..lol...once was plenty with that one.
Because it is legal to dilute and r/s even though it is a crime!
kinda like me and FMNJ :)
if that doesn't take the cake! why don't they HALT that pos to "protect" the investors...lol...right.
wtg...as usual, I sold & then it went up
I actually made money on it right after that - I think it went sub, I bought more and then it had one of those fake rallies and I got out. One of the worst pos out there along with rvmo!
It was - I think we lost have of what we put into it half hour into the opening! lol
do you remember when you, me & RAGER bot into that way back when? That should have been a sign to you & RAGER...
worse...they are cancelling their registration...a bazillion r\s and then no market for whatever miniscule shares one has left...
This company is as bad as RVMO when it came to screwing their shareholders, imo.
GFYD....the saga continues:Form 15-12G GFY FOODS INC (10K)Mar 27, 2006 06:06
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 000-33029
GFY Foods, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
601 Deerfield Parkway, Buffalo Grove, IL 60089 (847) 814-7974
--------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
$.001 par value common stock
--------------------------------------------------------------------------------
(Title of each class of securities covered by this Form)
None
--------------------------------------------------------------------------------
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or notice date:
473
Pursuant to the requirements of the Securities Exchange Act of 1934 MediaX
Corporation has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
GFY Foods, Inc., a Nevada corporation
By: /s/ Edward Schwalb
---------------------------------
Name: Edward Schwalb
Title: CEO, CFO, Director
Date: March 13, 2006
But he has over 70+ in Indio County alone.
He has over 70 lawsuits against him personally or against the company?
Well in the past 9 months 5 or 6 solid suits that we can find.
But he has over 70+ in Indio County alone.
Plus others are starting that can not be mentioned publicly or privately.
How many lawsuits is that now?
metroG NewsLines
From metroG & our news affiliates ...
--------------------------------------------------------------------------------
NEW LAWSUIT FILED AGAINST 'QTN'
The 'Q' Television Network Has A History Of Breaching Contracts ...
from metroG NewsLines
February 27, 2006
Frank Olsen the self proclaimed
"King Of Gay Media".
Senwot Nella Productions, LLC, recently announced they’ve found it necessary to pursue legal action against Q Television Network for breach of contract, acting in bad faith and an elevated number of punitive damages. QTN entered into contract to air Senwot Nella Production’s episodic series, The CLOSET, only to back out of the executed contract and refusing to pay the pending balance.
When asked if race played a role in QTN’s actions, Fitzgerald Vaughn, Senwot Nella Productions, Senior Executive Producer, replied, "What do you think? The CLOSET was at the time, and perhaps still is, the only show on the network with a predominantly minority cast".
"Mr. Townes and Mr. Allen, along with their legal team, New York based, Cunningham and White, worked diligently with Frank Olsen, President and majority owner of QTN to reach a settlement. In each occurrence, terms would be reached and agreed upon and Mr. Olsen would refuse to place the terms in writing and now he’s refusing to honor the terms of his current contract with Senwot Nella, which is causing this action to take place.", states Mr. Vaughn, he continues, "This really hit Maurice and Kevin from left field. In the beginning things were great, meetings with Frank were a pleasure. It wasn’t until Alexis Fish (her title unknown), joined Frank’s team that things begin to spiral downward. Can you say unprofessional?".
Unfortunately for many vendors and employees, QTN has a history of breaching contracts – both verbal and written. There are hosts of pending lawsuits against the network.
The CLOSET is a mostly Black, gay series, which brings to life stories that effect our every day living. It is unclear why, after seeing the series and being flown several time to QTN’s Burbank studio to hold pleasant meetings with Townes and Allen, Olsen signed the contract only to renege several months later.
According to Vaughn, "at this point, Frank’s reason for reneging is completely irrelevant. I would think QTN’s actions would be genuine considering they are feverishly trying to grow their fleeing stock, which is currently valued at less than a penny per share".
http://www.metrog.com/headline/articles06/060301_qtelevision.html
IBTZ:
http://www.sec.gov/litigation/litreleases/lr19571.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19571 / February 17, 2006
SEC v. iBIZ Technology Corp., Kenneth W. Schilling, H. Mark Perkins, Jeffrey Firestone, Jerrold B. McRoberts, and D. Scott Elliott, CV 2:06-CV-0502 (D. Arizona, filed February 16, 2006)
SEC Files Securities Fraud Charges Against Recidivists iBIZ Technology Corp. and its CEO Kenneth W. Schilling, and Related Charges Against iBIZ Technology Executive Vice President H. Mark Perkins and Three Purported Consultants
On February 16, 2006, the Securities and Exchange Commission filed an injunctive action in the United States District Court for the District of Arizona against iBIZ Technology Corp., its CEO Kenneth W. Schilling, its Executive Vice President H. Mark Perkins, and three purported company consultants, Jeffrey Firestone, Jerrold B. McRoberts, and D. Scott Elliott. iBIZ Technology and Schilling are securities law recidivists.
According to the SEC's complaint, iBIZ Technology, Schilling, and Perkins made false and misleading statements in press releases, online interviews, investor correspondence, proxy solicitations, and Commission filings regarding the company's involvement with a development-stage product called the "Virtual Keyboard." At the same time, Schilling and Perkins sold over $1 million worth of their own iBIZ Technology shares into a falsely inflated market. In addition, the SEC asserts that the inflated stock price allowed iBIZ Technology to eliminate approximately $2.8 million of convertible debt that it was otherwise powerless to repay.
The complaint further alleges that all of the defendants engaged in a scheme to raise money for themselves by using Form S-8 registrations statements. The SEC alleges that iBIZ Technology, Schilling and Perkins illegally distributed through Firestone, Elliott and McRoberts approximately $3 million worth of newly issued iBIZ Technology S-8 shares.
The SEC's complaint alleges that iBIZ Technology, Schilling, and Perkins violated the antifraud provisions of the securities laws contained in Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and that all of the defendants violated the registration provisions contained in Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"). The complaint also alleges that iBIZ Technology violated the periodic reporting provisions contained in Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, and the proxy disclosure rules contained in Sections 14(a) and 14(c) of the Exchange Act and Rules 14a-3, 14a-9, 14c-2, and 14c-6 thereunder. Finally, the complaint alleges that Schilling and Perkins aided and abetted certain violations by the company of these periodic reporting and proxy disclosure provisions. The SEC seeks officer and director bars against Schilling and Perkins, penny stock bars against Schilling, Perkins, Firestone, McRoberts, and Elliott, and disgorgement, plus prejudgment interest, and civil penalties against all of the defendants.
In a related action, on February 16, 2006, the SEC instituted public administrative proceedings pursuant to Section 12(j) of the Exchange Act against iBIZ Technology to determine whether the registration of its securities should be suspended or revoked for failure to file required periodic reports with the Commission in violation of Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.
SEC Complaint in this matter
http://www.sec.gov/litigation/litreleases/lr19571.htm
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