Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Pump and Dump: An Empirical Analysis of the Relation Between Corporate Financing Activities and Sell-side Analyst Research SSRN Paper Download
Rank: 916
MARK T. BRADSHAW
Harvard Business School
SCOTT A. RICHARDSON
University of Pennsylvania - The Wharton School
RICHARD G. SLOAN
University of Michigan Business School
Abstract:
We analyze the relation between corporate financing activities and sell-side analysts' investment research. We document pervasive evidence of overoptimism in sell-side analysts' earnings forecasts, stock recommendations and target prices that is systematically related to corporate financing activities. Overoptimism is greatest for firms issuing equity and debt and least for firms repurchasing equity and debt. Our evidence is consistent with allegations that sell-side analysts routinely manipulate their investment advice in response to investment banking pressures in order to temporarily inflate stock prices around securities issuances.
Keywords: External Financing, Sell-side Analysts, Capital Markets, Market Efficiency
JEL Classifications: M4, G1
Working Paper Series
Abstract has been viewed 2346 times
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=410521
American Real Estate Partners, L.P. Agrees To Acquire Arizona Charlie's Casinos in Las Vegas
Monday January 5, 5:44 pm ET
MOUNT KISCO, N.Y., Jan. 5 /PRNewswire-FirstCall/ -- American Real Estate Partners, L.P. (NYSE: ACP - News; "AREP"), announced today that American Casino & Entertainment Properties LLC ("American Casino"), an indirect wholly-owned subsidiary of AREP, has agreed to acquire Arizona Charlie's Decatur and Arizona Charlie's Boulder, two casinos in Las Vegas, from Carl C. Icahn and an entity affiliated with Mr. Icahn, for aggregate consideration of $125,900,000. Mr. Icahn is the chairman of the board of directors of the general partner of AREP. The closing of the acquisition is subject to certain conditions, including, among other things, obtaining all approvals necessary under gaming laws, but is not subject to financing. Upon the closing of the acquisition and upon receiving all approvals necessary under gaming laws, American Real Estate Holdings Limited Partnership, a subsidiary of AREP, will transfer 100% of the common stock of Stratosphere Corporation, the entity that owns the Stratosphere Casino Hotel & Tower, to American Casino. As a result, following the acquisition and the contribution, American Casino will own and operate three gaming and entertainment properties in the Las Vegas metropolitan area.
In connection with the transaction, American Casino intends to seek to raise $200,000,000 pursuant to an offering of senior secured notes due 2012. The notes will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Stratosphere
The Stratosphere, which offers the tallest free-standing observation tower in the United States, is situated on approximately 31 acres of land located at the northern end of the Las Vegas Strip. The facility is a tourist-oriented gaming and entertainment destination property, which has approximately 80,000 square feet of gaming space, 2,444 hotel rooms, eight restaurants and approximately 110,000 square feet of developed retail space. The Stratosphere features three of the most visited amusement rides in Las Vegas: the Big Shot, a 16-seat ride that catapults passengers up a 160-foot mast in approximately 2.5 seconds with the force of approximately four G's; the High Roller, a 28-seat roller coaster that takes passengers on a 34-mile-per-hour ride around the Stratosphere at a height of more than 900 feet; and the recently launched X Scream, an eight-seat thrill ride which launches passengers approximately 30 feet over the side of the Stratosphere, giving riders the sensation that they are about to fall off the top of the building.
Arizona Charlie's Decatur
Arizona Charlie's Decatur is located on approximately 17 acres of land, four miles west of the Las Vegas strip. An estimated 500,000 people live within a five-mile radius of the property. The property is easily accessible from Route 95, a major highway in Las Vegas. Arizona Charlie's Decatur contains approximately 52,000 square feet of gaming space, 258 hotel rooms, four restaurants and three bars. The property targets repeat customers from the surrounding communities.
Arizona Charlie's Boulder
Arizona Charlie's Boulder is located on approximately 24 acres of land, seven miles east of the Las Vegas strip, near an I-515 interchange. The I-515 is the most heavily traveled east/west highway in Las Vegas. An estimated 423,000 people live within a five-mile radius of the property. Arizona Charlie's Boulder contains approximately 41,000 square feet of gaming space, 303 hotel rooms, four restaurants and a 202-space recreational vehicle park. As with the Arizona Charlie's Decatur property, the property targets repeat customers from the surrounding communities.
Estimated 2003 Performance
American Casino estimates that, for the year ended 2003, the combined net revenues of the three properties will be in the range of $262.0 million to $264.0 million, combined EBITDA will be in the range of $42.5 million to $44.0 million and combined net income will be in the range of $9.3 million to $9.9 million.
The following table reconciles estimated net income to estimated EBITDA, in each case at the midpoint of the estimated range.
Year Ending
December 31, 2003
(in thousands)
Estimated net income $9,609
Estimated other expenses, primarily interest $6,282
Estimated provision for income tax $7,308
Estimated depreciation and amortization $20,024
Estimated EBITDA $43,223
The above amounts are based upon many estimates which may be subject to adjustment in connection with the audit of year-end results. The inclusion of these estimates should not be regarded as an indication that either AREP or American Casino considers these estimates to be a reliable prediction of actual results. Actual results may differ materially from those expressed or implied. Neither AREP nor American Casino intends to update or otherwise revise these estimates to reflect circumstances existing after the date when made or to reflect the occurrence of future events if any or all of the assumptions underlying these estimates are shown to be in error.
These estimates were not prepared with a view to compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding estimates or forecasts. These forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) are subject to significant contingencies and uncertainties that could cause actual results to differ materially from these estimates. There can be no assurance that the assumptions made in preparing these estimates will prove accurate, and actual results may be materially different than those contained in these estimates.
American Real Estate Partners, L.P. is a master limited partnership.
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Among these risks and uncertainties are changes in general economic conditions, the extent, duration and strength or any economic recovery, the extent of any tenant bankruptcies and insolvencies, our ability to maintain tenant occupancy at current levels, our ability to obtain, at reasonable costs, adequate insurance coverage, competition for investment properties and other risks and uncertainties detailed from time to time in our filings with the SEC, including our 2002 Form 10-K and Form 8-Ks.
--------------------------------------------------------------------------------
Source: American Real Estate Partners, L.P.
Moody - Thanks for your pointers! Got the info.
AMJL, The Worlds First Publicly Traded Marijuana Company Announces that Western Australia Decriminalizes Marijuana
Thursday March 25, 9:26 am ET
NEW YORK, March 25, 2004 (PRIMEZONE) -- Amigula Incorporated -- The Worlds First Publicly Traded Marijuana Company intends to expand into the lucrative Western Australia market. Amigula Incorporated (Other OTC:AMJL.PK - News) a publicly traded company in the United States is seeking to list on the Australian stock exchange.
Western Australia -- Marijuana use as of today is effectively decriminalized.
Western Australian Premier Geoff Gallop has defended the State's new cannabis laws, which came into effect yesterday. People caught with a small amount of cannabis, or with no more than two plants, will either be fined or will have to complete a counseling session, rather than incur a criminal record.
``We are not legalizing the use of cannabis but we're putting in place more liberalization with appropriate penalties.
``This is a good news day for us states,'' Warren B. Eugene President of Amigula Incorporated. ``Now that Western Australia has had the foresight to decriminalize marijuana it won't take long for them to realize that there is a large potential tax base to capitalize on. The entire region will eventually unfold and we will be able to market our brands there.''
``This is another remarkable opportunity for our company,'' says Peter Hilton Mijovick, treasurer of Amigula Incorporated. ``Warren Eugene, our company President, has once again called this one right. He said that Australia and New Zealand would be the first in the region to decriminalize marijuana -- the way things are unfolding -- we could be in multiple markets within the year.''
Says Warren Eugene, ``We intend to file with the Australian Stock Exchange. We will focus on the revenue model for medical and recreational marijuana.'' Mr. Eugene also goes on to say, ``It would make good economic and political sense in Australia to regulate and tax marijuana as they do tobacco and alcohol. There is a huge, untapped taxable base available to support many initiatives including the paying down deficits, the funding of social initiatives such as the ailing school system and the distraught medical system, social insurance, homelessness, the arts, sports -- all contribute to the overall good of people around the world. In just this stand alone model, over $900 million per year in tax revenue may be realized.'' The company is an original-agricultural-pharmaceutical-brand.
Mr. Eugene is planning to attract large-name Hollywood celebrities to endorse his company's marijuana products. He feels the timing -- becoming a reporting issuer -- is very beneficial to the project.
Mr. Eugene is recognized as a pioneer in industry as a founder of both Internet Gaming and E-cash (Electronic Cash), producing timely entrepreneurship while recognizing opportunities created through technological advances. He has been featured in esteemed publications like Time Magazine, USA Today, and The Wall Street Journal as well as prominent network and distribution channels like CNBC, CBS, MSN, CNN, Reuters, Bloomberg, PBS, AM New York and hundreds of international news services.
About Amigula Inc.
Amigula Inc. (http://www.Amigula.com) has recently completed the purchase of 51% of Medical Cannabis Inc. and has announced their plans to file as a reporting issuer. The company plans to list on a major exchange beginning with an application for a listing on the American Stock Exchange (AMEX) or Nasdaq as well as several European exchanges. The company views the current prohibition of marijuana as similar to that of alcohol, beer and tobacco. Canada's marijuana crop alone is estimated at $4 billion to $7 billion. If a single company controlled it, it would be larger than Canada's oil and gas business and agricultural industries. On October 7, 2003 the Ontario Superior Court ruled that business and individuals be allowed to grow and supply medical marijuana, effectively relieving the Canadian government of its often criticized and fairly unsuccessful attempts. Health Canada ``permitted persons'' (exemptees) can now pay Amigula to grow marijuana for them. The ruling makes it easier for sick people to get marijuana by allowing them easier access -- more choice and fair prices. The company has a mandate to develop and improve the medical marijuana business worldwide and is on the acquisition and consolidation trail of other legal licensed marijuana operations with notable international brands.
Statements in this press release that are not historical facts are forward-looking statements within the meaning of the Securities Act of 1933, as amended. Those statements include statements regarding the intent, belief or current expectations of the Company and its management. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing and access funds from our existing financing arrangements that will allow us to continue our current and future operations. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
Contact:
Amigula Incorporated
Warren B. Eugene
(416) 838-3600
www.amigula.com
--------------------------------------------------------------------------------
Source: Amigula, Inc.
http://biz.yahoo.com/pz/040325/54785.html
And the stock price keeps on going down daily.
Thanks, got the answers at this link:
http://www.hartcourt.com/pdf/qa/QA%20Feb%202004.pdf
What is the company's current status with the SEC?
Is the SEC investigating HRCT?
What is the connection between HRCT and Preston Gates?
Letter of Impeachment for Circulation
The Honorable Congressman F. James Sensenbrenner, Jr.
Chairman of the House Judiciary Committee
2449 Rayburn House Office Building
Washington, D.C. 20515-4905
Telephone: (202) 225-5101
sensenbrenner@mail.house.gov
Dear Jim,
It has come to the attention of the vast majority of Americans that our current President and Vice President have both allegedly engaged in treasonous acts through false representations, misleading statements, and attempted to bribe foreign governments in relation to the invasion of Iraq, in addition to acting negligently in relation to the preceding and succeeding events surrounding September 11, 2001.
We therefore call upon your duties as the Chairman of the House Judiciary Committee to begin the deliberation over whether to initiate an impeachment inquiry.
We further encourage The Judiciary Committee to adopt a resolution seeking authority from the entire House of Representatives to conduct an impeachment inquiry.
We are very confident that before voting, the House debate will result in a firm and considerate resolution and a simple majority vote will lead to the impeachment of both George W. Bush and Richard B. Cheney.
We would urge The Judiciary Committee to conduct an impeachment inquiry, possibly through public hearings. At the conclusion of the inquiry, we would suggest that the articles of impeachment be prepared so they may be approved by a majority of the Committee.
We further urge The House of Representatives to consider and debate the articles of impeachment so that a majority vote of the entire House can be obtained to pass each article. Once each article is approved, the President is, technically speaking, "impeached" -- so that a trial in the Senate may then commence.
Under Article III, Section 3 of the United States Constitution, Treason against the United States, shall consist only in levying war against them, or in adhering to their enemies, giving them aid and comfort. No person shall be convicted of treason unless on the testimony of two witnesses to the same overt act, or on confession in open court.
We submit that Congress may properly impeach and remove the President and Vice-President only for conduct amounting to a gross breach of trust or serious abuse of power, and only if it would be prepared to take the same action against any President or Vice-President who engaged in comparable conduct in similar circumstances. Although the responsibility for giving content to the constitutional grounds for impeachment is, in our opinion, solely that of Congress, our conclusion is that Congress should exercise these powers subject to a firm sense of constitutional restraint.
The grounds for impeachment are not limited to criminal acts and the need to impeach the President and Vice-President for "abusing their power" in connection with the public purse and the military is necessary to maintain the national and international security.
Impeachment is necessary to prevent the drastic remedy of assassination where the President and Vice-President have rendered themselves obnoxious on foreign policy issues. Impeachment is an essential security for the good behaviour of the Executives.
It is indispensable that this provision should be made for defending the global community against the incapacity, negligence or perfidy of both Executives. Both have lost their capacity after their appointments to prevent further attacks against the United States by foreign interests.
They have perverted their administration into a scheme of peculation and oppression. Further loss of capacity or corruption is more within the compass of probable events, and either of them might be fatal to the United States and her national security.
Both Executives should be charged by your Committee with gross betrayals of trust, while corrupting their electors, and their incapacity are other causes for impeachment. For the latter they should be punished not as men, but as officers.
Your actions in beginning this important process in providing for the President's and Vice-President's removal for malpractice and neglect of duty are not only vital to the interests of the American public, but absolutely necessary to prevent further loss of American life, collateral damage to property and protection of the United States Constitution for many future generations.
This impeachment is not intended as a method by which a President and Vice President may be turned out of office because Congress dislikes their policies. The Framers of the Constitution granted the remedy of impeachment because they were unwilling to rely solely on periodic elections as the method of removing the unworthy from office.
The debates will clearly show that impeachment is regarded as a way of removing those whose misconduct in office, whether criminal or not, is serious enough to warrant prompt removal.
Our system handles purely political differences primarily by the system of fixed and frequent elections, and also by the various checks and balances built into the ongoing relations among the three Branches. Where, however, serious elements of misconduct are involved, the Framers thought it necessary to provide a direct and immediate remedy.
This letter is being circulated to various members of Congress of both the House and the Senate by persons familiar with it and for and on behalf of the people of the United States.
In the interests of national security, we urge you to take prompt and urgent remedial action under the powers granted and conveyed to you by the people of this great United States of America under the provisions in the Constitution for this impeachment process.
Humbly and Respectfully Signed,
We the People of the United States of America
For the People of the United States of America
By the People of the United States of America
All for the People and All by the People
Nothing About the People Without the People
This is Democracy!
Cut and paste and send to your Congressmen, to your Senator, to your Governor, to your people for the people and it will be the will of the people by the people. Start it now!
Constitutional Authority
At the time of the drafting of the Constitution, impeachment was an established process in English law and government. The Founding Fathers incorporated the process, with modifications, into the fabric of United States government. The Constitution, however, only provides the framework-the basic who's, why's, and how's. The remaining procedural intricacies reside in the internal rules of the House and Senate.
Who?
Article 2, Section 4--"The President, Vice-President, and all civil officers of the United States. . ."
As noted above, this includes Federal judges. It does not, however, include House Representatives or Senators.
Why?
Article 2, Section 4--". . .on impeachment for, and on conviction of, treason, bribery, or other high crimes or misdemeanors."
This implies that the impeachment process is not tightly linked to the criminal law. The test is not satisfied by all crimes. With only two named offenses to provide context for the inclusive phrase "high crimes and misdemeanors," the standard remains undefined. The language suggests, however, that criminal action may be required. It is worth noting that the term "misdemeanor" does not correspond to the modern definition of a less serious (sub-felony) statutory or common law criminal offense.
In the case of Andrew Johnson, the House accused the President, among other things, of speaking disrespectfully of Congress "in a loud voice."
How?
Article 1, Section 2, Clause 5--"The House of Representatives . . . shall have the sole power of impeachment."
The power of impeachment translates into the power to indict. The House, through the Judiciary Committee, conducts investigation and gathers evidence. At the proper time, the House assembles the evidence into individual indictments or charges known as Articles of Impeachment. Each article requires a majority vote of the House to pass to the Senate. Once impeached, the officer is on trial.
Article 1, Section 3, Clause 6--"The Senate shall have the sole power to try all impeachments. When sitting for that purpose, they shall be on oath or affirmation. When the President of the United States is tried, the Chief Justice shall preside: And no person shall be convicted without the concurrence of two thirds of the members present."
The trial of the impeached officer is held in the Senate. In Nixon v. US, regarding the impeachment trial of a Federal judge, the Supreme Court ruled that the application of the phrase phrase "sole power to try all impeachments" to a particular case was not justiciable. In other words it held that the proper application of this constitutional language to a specific impeachment proceeding was not a question for the courts. Therefore, the process and procedure for impeachment lie solely within the purview of the legislature. The officer subject to an impeachment proceeding has no appeal to a federal court.
Article 1, Section 3, Clause 7--"Judgment in cases of impeachment shall not extend further than to removal from office, and disqualification to hold and enjoy any office of honor, trust or profit under the United States: but the party convicted shall nevertheless be liable and subject to indictment, trial, judgment and punishment, according to law."
An impeachment and removal does not activate the double jeopardy clause of the Fifth Amendment. The ex-officer may face criminal indictments and trials for the same conduct that led to their impeachment and removal from office.
http://www.law.cornell.edu/background/impeach/impeach.htm
Committee on the Judiciary
Chairman
http://www.house.gov/sensenbrenner/bio.htm
http://www.house.gov/judiciary/schedule.htm
The Impeachment Process in a Nutshell
The House Judiciary Committee deliberates over whether to initiate an impeachment inquiry.
The Judiciary Committee adopts a resolution seeking authority from the entire House of Representatives to conduct an inquiry. Before voting, the House debates and considers the resolution. Approval requires a majority vote.
The Judiciary Committee conducts an impeachment inquiry, possibly through public hearings. At the conclusion of the inquiry, articles of impeachment are prepared. They must be approved by a majority of the Committee.
The House of Representatives considers and debates the articles of impeachment. A majority vote of the entire House is required to pass each article. Once an article is approved, the President is, technically speaking, "impeached" -- that is subject to trial in the Senate.
The Senate holds trial on the articles of impeachment approved by the House. The Senate sits as a jury while the Chief Justice of the Supreme Court presides over the trial.
At the conclusion of the trial, the Senate votes on whether to remove the President from office. A two-thirds vote by the Members present in the Senate is required for removal.
If the President is removed, the Vice-President assumes the Presidency under the chain of succession established by Amendment XXV.
http://www.law.cornell.edu/background/impeach/impeach.htm
The President, Vice President and all civil officers of the United States, shall be removed from office on impeachment for, and conviction of, treason, bribery, or other high crimes and misdemeanors.
--U.S. Constitution, Article 2, Section 4
Does offering Turkey $8 billion in aide and loans to allow the US to use it to invade Iraq under false pretenses constitute bribery?
Gas Prices
All this is very good but unless we find a better way to fuel our horseless carriages, the oil companies and OPEC will still control our economies and our politicians.
Do you know that the money being spent by our government to insure the supply of oil and the profits to the oil companies and OPEC could fund the change to an alcohol fuel that is far more environmentally friendly and economically competitive to oil at today's prices. The garbage we bury or burn to pollute our groundwater and air would produce most or all of our needs without the cost of conversion to a dangerous and untested hydrogen economy. The obstacle preventing this happening is the intrusion of oil money into politics.
Only an electorate willing to educate themselves, instead of getting their information from a media that is bought and paid for, can cause the interests of our country and our children to be protected.
Learn about how simple it is to convert the current engines to burn alcohol and how much alcohol can be produced from renewable sources that are currently being wasted and are, otherwise, problems for our communities. In fact, alcohol can be manufactured in the communities in which it would be consumed as fuel eliminating the major sources of pollution as we do it.--No more Exxon Valdez incidents.-- No more reason to be in the Middle East inciting hatred of America.
______________________________________________________________________________________________________________________________________________
Join the resistance!!!!
I hear we are going to hit close to $3.00 a gallon by the summer. Want gasoline prices to come down? We need to take some intelligent, united action. Phillip Hollsworth, offered this good idea: This makes MUCH MORE SENSE than the "don't buy gas on a certain day" campaign that was going around last April or May! The oil companies just laughed at that because they knew we wouldn't continue to "hurt" ourselves by refusing to buy gas. It was more of an inconvenience to us than it was a problem for them. BUT, whoever thought of this idea, has come up with a plan that can really work.
Please read it and join with us!
By now you're probably thinking gasoline priced at about $1.50 is super cheap. Me too! It is currently $1.97 for regular unleaded in my town. Now that the oil companies and the OPEC nations have conditioned us to think that the cost of a gallon of gas is CHEAP at $1.50- $1.75, we need to take aggressive action to teach them that BUYERS control the marketplace....not sellers. With the price of gasoline going up more each day, we consumers need to take action. The only way we are going to see the price of gas come down is if we hit someone in the pocketbook by not purchasing their gas!
And, we can do that WITHOUT hurting ourselves. How? Since we all rely on our cars, we can't just stop buying gas. But we CAN have an impact on gas prices if we all act together to force a price war.
Here's the idea: For the rest of this year, DON'T purchase ANY gasoline from the two biggest companies (which now are one), EXXON and MOBIL. If they are not selling any gas, they will be inclined to reduce their prices. If they reduce their prices, the other companies will have to follow suit. But to have an impact, we need to reach literally millions of Exxon and Mobil gas buyers.
It's really simple to do!! Now, don't wimp out on me at this point...keep reading and I'll explain how simple it is to reach millions of people!!
I am sending this note to about thirty people. If each of you send it to, at least, ten more (30 x 10 = 300) ... and those 300 send it to at least ten more (300 x 10 = 3,000)...and so on, by the time the message reaches the sixth generation of people, we will have reached over THREE MILLION consumers! If those three million get excited and pass this on to ten friends each, then 30 million people will have been contacted! If it goes one level further, you guessed it..... THREE HUNDRED MILLION PEOPLE!!!
Again, all You have to do is send this to 10 people. That's all. (If you don't understand how we can reach 300 million and all you have to do is send this to 10 people.... Well, let's face it, you just aren't a mathematician.
But I am ... so trust me on this one.)
How long would all that take? If each of us sends this email out to ten more people within one day of receipt, all 300 MILLION people could conceivably be contacted within the next 8 days!!! I'll bet you I didn't think you and I had that much potential, did you! Acting together we can make a difference.
If this makes sense to you, please pass this message on. PLEASE HOLD OUT UNTIL THEY LOWER THEIR PRICES TO THE $1.30 RANGE AND KEEP THEM DOWN. THIS CAN REALLY WORK
Got the above in an email being circulated.
An Internet-only stock exchange catering to small investors is planned by EX24 Inc. James Lennane, president and CEO, said it is an alternative trading system for securities where "Members" have the opportunity to buy and sell major securities in single share increments, trading directly with each other, on a 24 hour/day, 7 day/week basis. A limited set of popular, high quality public securities active on the New York Stock Exchange will be traded, he said. EX24 is a member of the National Association of Securities Dealers and has been in development six years, he said. It will begin operations next month, he said.
***********************
NAPLES, Fla., March 24 /PRNewswire/ -- ex24, Inc. introduces a
revolutionary and possibly the world's first Internet-based system for the
24/7 trading of major stocks directly between individuals without the use of
traditional brokers or exchanges. An introductory riskless promotion, named
the "ex24 $1 Million Challenge," is available for evaluation at
http://www.ex24challenge.com.
ex24 is a brokerless, "user to user," auction format marketplace that
completes the stock transactions commonly performed by a stock
exchange.
ex24 is designed for use by smaller investors who may trade in single
share increments, up to 99 shares per order.
ex24 participants ("Members") represent themselves--there are no
intermediaries.
Members trade 24 hours a day/ 7 days per week.
ex24 trades exclusively in popular securities such as IBM, GE, Intel
and Lucent.
ex24 is a paperless, Internet only, marketplace.
ex24 is a self clearing member of the National Association of
Securities Dealers (NASD). All trades are settled instantly in real
time.
ex24 is a full participant in the Depository Trust Corporation (DTC).
ex24 operates under U.S. SEC Regulation ATS (Alternative Trading
System ).
ex24 has been created to service, what it believes, is a largely ignored
and untapped market segment:
-- The small investor with less than $10,000 to invest.
-- The young, Internet-savvy investor.
-- The investor who wishes to trade head to head with other investors
on a 24/7 basis.
-- The investor who feels unwanted by the traditional retail brokerage
houses.
-- The investor who is not comfortable in the traditional brokerage
system.
The first 1,000 participants in the ex24 $1 Million Challenge are issued
$1,000 in Bid Bucks and are allowed to trade until the end of April. They
may keep the greater of their gains or $24. The Challenge involved no actual
money or securities.
After six years of development and regulatory processing, ex24 will
release its system to the general public in April 2004. The ex24 system has
been designed to be fully scalable and fault tolerant.
The design of ex24 reflects its developers' and management's prior
experience in implementing large scale, fault tolerant systems, under the
name System Integrators, Inc. SII dealt exclusive with newspapers and wire
services. SII's customer list during the late 1980s included The Los Angeles
Times, Reuters, The Financial Times of London, The Washington Post, The San
Jose Mercury News, The San Francisco Chronicle, The McClatchy Group, The
Miami Herald, The Phoenix Republic and Gazette, The Chicago Tribune, The Denver
Post and a wide range of other major newspapers throughout the world. ex24, and its
corporate parent bidnask.com, Inc., were founded and are managed by James P. Lennane
of Naples, Florida who was also the founder and president of SII until he sold it while it
was listed on the NYSE in 1989.
Mr.Lennane has held a career-long interest in technology and securities trading.
Press Release Contact :
James P. Lennane
President / C.E.O.
(239) 732-5500
IF ARCHIPELAGO AND ISLAND AND NASDAQ CAN'T MAKE REASONABLE PROFITS FROM FACILITATING TRADING OF LISTED SECURITIES (NYSE OR OTHERWISE), WILL ex24? SURELY NOT BY OFFERING DEEPER LIQUIDITY AND/OR LOWER PER SHARE TRADING FEES. WILL THE "UNWANTED INVESTOR" BE THE SAVIOR OF THIS VENTURE?
Thanks, will do. Never heard that one ....Republi Cons...good one. I'm sure they will come back with Demon Crats. Neo cons is the current rage.
The Stars and Stripes
"All for the People and All by the People;
Nothing About the People Without the People -
That is Democracy!"
Spoken before the Ohio State Legislature,
February 16, 1852
The Shadowy Story Behind Scientology's Tax-Exempt Status
Will Scientologists now take on the SEC and get involved in the political process to "Clear America" of corruption?
On Oct. 8, 1993, 10,000 cheering Scientologists thronged the Los Angeles Sports Arena to celebrate the most important milestone in the church's recent history: victory in its all-out war against the Internal Revenue Service.
For 25 years, IRS agents had branded Scientology a commercial enterprise and refused to give it the tax exemption granted to churches. The refusals had been upheld in every court. But that night the crowd learned of an astonishing turnaround. The IRS had granted tax exemptions to every Scientology entity in the United States.
"The war is over," David Miscavige, the church's leader, declared to tumultuous applause.
The landmark reversal shocked tax experts and saved the church tens of millions of dollars in taxes. More significantly, the decision was an invaluable public relations tool in Scientology's worldwide campaign for acceptance as a mainstream religion.
On the basis of the IRS ruling, the State Department formally criticized Germany for discriminating against Scientologists. The German government regards the organization as a business, not a tax-exempt religion, the very position maintained for 25 years by the U.S. government.
The full story of the turnabout by the IRS has remained hidden behind taxpayer privacy laws for nearly four years. But an examination by The New York Times found that the exemption followed a series of unusual internal IRS actions that came after an extraordinary campaign orchestrated by Scientology against the agency and people who work there. Among the findings of the review by The New York Times, based on more than 30 interviews and thousands of pages of public and internal church records, were these:
http://www-2.cs.cmu.edu/~dst/Cowen/essays/nytimes.html
Hartcourt Courting Preston Gates?
Is Hartcourt getting sued by the SEC and what does Preston Gates have to do with the company?
Bush May Not Be KO'd Yet, but he's definitely got his gloves off and has lost most of his clothing.
Bringing the SEC under Investor Control?
100 million investors chipping in $1.00 each might cover the cost of bringing down the SEC, but it would cost half that much just to organize the investors to collect it, and the other half would have to go to a good bunch of lawyers just to take on the case which would take about a decade to handle the 37 million plus pages of documents needing to be brought before the Supreme Court, so you are correct, you are kidding yourself and anyone who reads your post. There is no evidence anywhere we can find that suggests that anyone has ever sued the SEC and won. But there are alternatives to using force and the current court system young Jedi Knight.
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
The Rolling Blog of GAG - Initials of the Hornblower. Everyone else just keep blowing your whistles until the reign stops and we have slayed the dragon at the gates.
Is Hartcourt getting sued by the SEC and what does Preston Gates have to do with the company?
Bush May Not Be KO'd Yet, but he's definitely got his gloves off and has lost most of his clothing.
Bringing the SEC under Investor Control?
100 million investors chipping in $1.00 each might cover the cost of bringing down the SEC, but it would cost half that much just to organize the investors to collect it, and the other half would have to go to a good bunch of lawyers just to take on the case which would take about a decade to handle the 37 million plus pages of documents needing to be brought before the Supreme Court, so you are correct, you are kidding yourself and anyone who reads your post. There is no evidence anywhere we can find that suggests that anyone has ever sued the SEC and won. But there are alternatives to using force and the current court system young Jedi Knight.
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
The Rolling Blog of GAG - Initials of the Hornblower. Everyone else just keep blowing your whistles until the reign stops and we have slayed the dragon at the gates.
Bush May Not Be KO'd Yet, but he's definitely got his gloves off and has lost most of his clothing.
100 million investors chipping in $1.00 each might cover the cost of bringing down the SEC, but it would cost half that much just to organize the investors to collect it, and the other half would have to go to a good bunch of lawyers just to take on the case which would take about a decade to handle the 37 million plus pages of documents needing to be brought before the Supreme Court, so you are correct, you are kidding yourself and anyone who reads your post. There is no evidence anywhere we can find that suggests that anyone has ever sued the SEC and won. But there are alternatives to using force and the current court system young Jedi Knight.
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
The Rolling Blog of GAG - Initials of the Hornblower. Everyone else just keep blowing your whistles until the reign stops.
100 million investors chipping in $1.00 each might cover the cost of bringing down the SEC, but it would cost half that much just to organize the investors to collect it, and the other half would have to go to a good bunch of lawyers just to take on the case which would take about a decade to handle the 37 million plus pages of documents needing to be brought before the Supreme Court, so you are correct, you are kidding yourself and anyone who reads your post. There is no evidence anywhere we can find that suggests that anyone has ever sued the SEC and won. But there are alternatives to using force and the current court system young Jedi Knight.
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
Miserable Failure
Using a technique called "Google bombing," Internet jokesters have been engaging in political mischief-making again. Go to Google, type in "miserable failure," and then click on "I'm Feeling Lucky." And while you're at it, do the same with "french military victories" and "weapons of mass destruction."
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Connect the Military Industrial Financial Media Complex Dots:
http://www.conspiracydigest.com/carlyle_group.html
http://www.informationclearinghouse.info/article3995.htm
"A 1-megaton air burst could kill everyone within a radius of 7 km from the hypocentre."
http://www.fas.org/nuke/control/icj/text/ianw_ijudgment_19960708_dissenting_koroma.htm
A 1 megaton nuclear bomb can now be carried on the back of one human suicide bomber.
In other news the lesson to be learned is never issue any press releases about public companies until after the fact of any event is totally completed.
http://www.investorshub.com/boards/read_msg.asp?message_id=2681538
http://www.investorshub.com/boards/read_msg.asp?message_id=2679778
Plaintiff Securities and Exchange Commission (Commission") for its complaint alleges as follows:
I. SUMMARY
1) This case involves the dissemination of false information to the investing public by Universal Express, Inc. ("Universal") and its chief executive officer Richard Altomare and its attorney Chris Gunderson to facilitate an illegal unregistered distribution of 500 million shares of Universal stock to the public through Mark Neuhaus, George Sandhu, Spiga Limited, and Tarun Mendiratta ("the re-sellers"). As the dilutive issuances to the re-sellers apparently weighed on Universal's stock price, Universal issued a series of false press releases from May 2002 to April 2003 announcing funding commitments for a total of $885 million and thereafter made other false statements in public interviews, press releases, and Universal's filings with the Commission.
2) Each of the re-sellers acquired Universal stock from the company at a substantial discount from the public market price of the stock. During the illegal distribution of stock by the re-sellers, Altomare diverted a substantial portion of the proceeds to family members and personal accounts. The recipients of the stock re-sold the shares to the public for a quick risk-free profit and then used the proceeds to finance their subsequent share purchases in the ongoing scheme.
3) As a result of this conduct, Universal, directly and indirectly, has engaged in and unless restrained and enjoined by this Court will in the future engage in, transactions, acts, practices, and courses of business that violate Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. §§ 77e(a) and (c) and 77q(a)], Sections 10(b), 13(a), and 13(b)(2) of the Exchange Act as amended ("Exchange Act") [15 U.S.C. §§ 78j(b), m(a), m(b)(2)] and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a 1, and 240.13a-13].
4) As a result of this conduct, Altomare, directly and indirectly, has engaged in and unless restrained and enjoined by this Court will in the future engage in, transactions, acts, practices, and courses of business that violate Sections 5(a), 5(c), and 17(a) of the Securities Act, and Sections 10(b) and 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)], and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2 thereunder [17 C.F.R. §§ 240.10b-5, 240.13a-14, 240.13b2 1 and 240.13b2-2]. Further, Altomare aided and abetted Universal's violations of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.
5) As a result of this conduct, Gunderson, directly and indirectly, has engaged in and unless restrained and enjoined by this Court will in the future engage in, transactions, acts, practices, and courses of business that violate Sections 5(a), 5(c), and 17(a) of the Securities Act, and Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5 and 13b2-1 thereunder. Further, Gunderson aided and abetted Universal's violations of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.
6) As a result of this conduct, Neuhaus, Spiga, and Sandhu, directly and indirectly, have engaged in and unless restrained and enjoined by this Court will in the future engage in, transactions, acts, practices, and courses of business that violate Sections 5(a), 5(c), and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder.
7) As a result of this conduct, Mendiratta, directly and indirectly, have engaged in and unless restrained and enjoined by this Court will in the future engage in, transactions, acts, practices, and courses of business that violate Sections 5(a) and 5(c) of the Securities Act.
8) The Commission brings this action pursuant to the authority conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d) and (e) of the Exchange Act [15 U.S.C. § 78u(d) and (e)], seeking: a Temporary Restraining Order against Universal, Altomare and Gunderson from violations of the registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933, and other relief; and a Preliminary Injunction and Permanent Injunction restraining and enjoining all defendants from all the alleged violations and granting other equitable relief.
9) The Commission seeks an order requiring defendants to pay third tier civil penalties pursuant to Section 20 of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. Section § 78u(d)(3)], and requiring each of them to disgorge ill-gotten gains, including pre-judgment and post-judgment interest.
10) The Commission seeks an order barring all defendants from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of the Exchange Act [15 U.S.C. 78u(d)(6)].
11) The Commission seeks an accounting from Universal and Altomare.
12) The Commission seeks an order barring Altomare from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and pursuant to the equitable powers of the court.
II. JURISDICTION AND VENUE
13) This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77u(a)] and Sections 21(e) and 27 of the Exchange Act [15 U.S.C. §§ 78u(e) and 78aa]. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
14) In connection with the transactions, acts, practices, and courses of business described in this Complaint, all of the defendants, directly and indirectly, have made use of the means or instrumentalities of interstate commerce, of the mails, and/or of the means and instruments of transportation or communication in interstate commerce.
15) Universal does business in and has an office located in this judicial district. Sandhu and Neuhaus reside in this district. Moreover, certain of the transactions, acts, practices and courses of business constituting the violations of law alleged herein occurred within this district.
III. DEFENDANTS
16) Universal Express, Inc., a Nevada Corporation, has its principal place of business in Boca Raton, Florida and a second office in New York, New York. The company operates a variety of developmental stage businesses including WorldPost, a "private postal network" that purportedly negotiates group discounts on behalf of the network's independently owned postal stores. The common stock of Universal is registered with the Commission pursuant to Section 12(g) of the Exchange Act and the company files reports with the Commission on Forms 10 KSB and 10 QSB. Universal's stock trades over the counter and in January and February 2004 the average daily trading volume was 6.5 million shares.
17) Richard A. Altomare, age 55, resides in Boca Raton, Florida and has been Universal's chief executive officer ("CEO") and a director of Universal since 1992 when Universal emerged from a Chapter 11 reorganization. Altomare is currently the sole officer and director of Universal and signs the company's filings with the Commission.
18) Chris G. Gunderson resides in Queens, New York and has been Universal's in-house counsel since 1995.
19) Mark S. Neuhaus, age 49, is a racecar driver who resides in New York, New York. He participated in the unregistered public distribution of Universal stock and engaged in fraudulent conduct.
20) George Sandhu, age 38, resides in New York, New York and is employed by an investment adviser registered with the Commission. He participated in the unregistered public distribution of Universal stock and engaged in fraudulent conduct.
21) Spiga Ltd., is a Bermuda-based investment company controlled by Sandhu and owned by Sandhu's brother-in-law who lives overseas. Sandhu has trading authority over the brokerage accounts held in the name of Spiga. Sandhu also controls transfers of funds from those accounts.
22) Tarun Mendiratta, age 33, resides in Weston, Connecticut. Mendiratta directed and controlled the disposition of Universal stock received by nominees who he controlled as part of the public distribution of Universal stock.
IV. FACTS
A. Fraudulent Stock Distribution Scheme
23) On June 30, 2000, the end of Universal's 2000 fiscal year, the company had approximately 19 million shares outstanding. By December 31, 2003, Universal's outstanding shares exceeded 650 million due primarily to the execution of a capital-raising scheme, in violation of the registration provisions of the federal securities laws, initiated in April 2001 involving continuous issuances of new Universal shares to the re-sellers in exchange for cash payments. Universal sold shares to the re-sellers at a substantial discount to the prevailing trading price of Universal stock. Gunderson prepared false documentation to disguise the nature of the transactions. Neither the issuance of stock to the re-sellers, nor their subsequent public distribution of that stock was registered with the Commission.
24) To create the appearance that the issuance of stock to the re-sellers qualified for a simplified type of registration on Form S-8, Gunderson prepared consulting agreements between Universal and the re-sellers purporting to obligate them to perform services, as required in the registration statement, in exchange for "registered" Universal shares. Even if the consultants had performed services rather than paying for the shares, however, the Form S-8 registration statements filed by Universal purportedly to register the issuances covered just 50 million shares, one-tenth of the total number of shares issued to the re-sellers. Further, no registration statement covered the public distribution of that stock by the re-sellers.
25) Notwithstanding Gunderson's knowledge that the number of shares issued to the re-sellers exceeded the number covered by Universal's first Form S-8 registration statement, when one of Neuhaus' brokers questioned the registration of the Universal issuances to Neuhaus, Gunderson prepared a legal opinion falsely stating that the shares were "covered by the company's S-8 registrations for its common shares."
26) Altomare and Gunderson each issued instructions to Universal's transfer agent for the issuance of stock to the re-sellers and falsely told the transfer agent that the stock was validly registered under Universal's S-8 registration statements.
27) Gunderson drafted purported stock purchase agreements with the re-sellers to disguise the nature of the illegal capital raising scheme.
28) Gunderson drafted fraudulent consulting agreements for the re-sellers to disguise the nature of the illegal capital raising scheme.
29) From April 2001 through November 2003, Altomare and Gunderson caused Universal to issue to Neuhaus or his affiliates a total of 270 million shares. Neuhaus or his affiliates paid a total of $5 million for the stock.
30) From August 2001 to December 2003, Altomare and Sandhu negotiated the issuance of more than 157 million Universal shares to Spiga, for which Sandhu or his affiliates paid at least $2.5 million.
31) Finally, from August 2002 to February 2004, Altomare and Mendiratta negotiated the issuance of 80 million Universal shares to Mendiratta's nominees, for which Mendiratta or his affiliates paid at least $1.6 million.
32) Following the payments by the re-sellers for the stock, Altomare frequently wired a substantial portion of the funds received to himself and his wife. Altomare also paid his personal expenses directly from Universal's accounts. Of the total re-seller payments to Universal from April 2001 through December 2003 of between $8.5 and $9 million, Altomare either diverted to his personal accounts or used to cover personal expenses a total of approximately $1 million.
33) During this time Universal has been in financial distress. From April 2001 through the present it has operated at a loss and has had limited revenue from business operations.
34) Universal's filings with the Commission disclose that Altomare and his wife owe Universal almost $2 million as a result of "advances" made by the company to each of them. Many of these "advances" occurred before the initiation of Universal's stock distribution scheme in April 2001. The filings do not disclose Altomare's direct uses of Universal funds for personal purposes or that the "advances" to Altomare and his wife after April 2001 were made from the proceeds of the illegal sales to the re-sellers.
35) Each of Universal's annual and periodic filings with the Commission following initiation of the stock distribution scheme, all of which Altomare signed, made false statements designed to conceal the illegal arrangements between Universal and the re-sellers. Each of the filings fraudulently stated that the shares issued to the re-sellers were "advisory fees . . . prepaid to consultants retained by the Company to provide advisory services." Each filing also falsely stated that the funds transferred to Universal by the re-sellers were payments for "stock rights," which the filings defined as "amounts received from investors for their future rights to purchase shares of stock."
36) Universal's auditors failed to correct these misrepresentations because Altomare and Gunderson provided the auditors with misleading information regarding the stock issuances. Altomare and Gunderson misled Universal's auditors to believe that the shares issued to the re-sellers were prepayments for future services by delivering to the auditors the re-sellers consulting agreements without disclosing that the re-sellers had actually paid for the shares. Altomare and Gunderson also misled the auditors to believe that the wires of funds to Universal from the re-sellers were payments for "stock rights" rather than the "S-8" shares by including the wires in lists of "stock rights" payments delivered to the auditors.
37) Notwithstanding these efforts to conceal the scheme, during the 2002 audit, Universal's auditor questioned the more than $2.1 million in transfers to Universal from Neuhaus and Sandhu during the 2002 fiscal year. In response, Universal delivered to the auditor several 2001 restricted stock purchase letters between Universal and Coldwater Capital, LLC, a Neuhaus alter ego ("Coldwater"), signed by Altomare and Neuhaus and between Universal and Spiga signed by Altomare and Spiga's representative. The letters, which Gunderson prepared, purported to obligate Coldwater and Spiga, respectively, to purchase restricted stock at $0.32 per share and thereby permitted Universal and Altomare to assert that all the wires were payments for the restricted shares
.
38) Gunderson backdated some of the stock purchase letters provided to the auditors. The letter signed by Altomare and Spiga was dated August 10, 2001. The fax date stamps on the fully executed agreement, however, indicate that the agreement was actually signed on August 20, 2002, a few weeks after the audit began. In addition, all of the certificates representing the restricted shares supposedly purchased by Coldwater and Spiga during Universal's 2002 fiscal year were issued on October 2, 2002, a few days after the auditors completed the audit.
V. FALSE OR MISLEADING PRESS RELEASES ANNOUNCING ACQUISITION FUNDING COMMITMENTS
39) From May 2002 to April 2003, Altomare issued four false or misleading press releases that announced Universal's receipt of large funding commitments for acquisitions. Each release was followed by a substantial increase in Universal's share price and trading volume, permitting the re-sellers to dispose of large amounts of Universal shares.
A. May 23, 2002 Announcement of $100 million in Funding Commitments
40) In early 2002, Neuhaus and Sandhu, at Altomare's request, prepared "funding" letters.
41) Neuhaus' letter stated that Coldwater had "authorized $5,000,000 in additional seed capital" and that it would "also provide up to $40,000,000 in long-term financing, if necessary." Coldwater's total assets at the time were far less than $45,000,000.
42) Sandhu's letter, which he signed as "Advisor" to Target Growth Fund, Ltd., stated that Sandhu had "authorized up to $7,500,000 in additional capital from the Fund for future approved [Universal] acquisitions," and that he was "also prepared based upon due diligence and proper collateral to arrange an additional $50,000,000 in long term financing. . . ." In fact, the value of Target Growth Fund's total assets was only $4 or $5 million.
43) In May 2002, Altomare asked Sandhu and Neuhaus to prepare new letters expressing commitments to fund Universal's proposed acquisition of a transportation company. 44) Sandhu's letter dated May 21, 2002 stated: "ased upon the initial proposed letter of intent, we would be committed to the funding of the combined company. Please let us know when the final terms have been negotiated so we can move our discussions to the next level."
45) Altomare or Gunderson faxed to Neuhaus the language they wanted Neuhaus to put in his letter, including the statement: "[M]y hedge fund and partners enthusiastically commit to the funding of Universal Express' strategic acquisition . . . ." Although Neuhaus did not manage a fund of any sort, he copied Altomare's text onto Coldwater letterhead, added his signature, and on May 22, 2002 delivered the letter to Altomare.
46) On May 23, 2002, blending the contents of the four funding letters, Altomare crafted a materially false press release announcing that Universal had received "Over $100,000,000 in Funding Commitments" from "two International Hedge Funds." Quoting Altomare, the release further stated: "To complete our corporate objectives, Universal obviously needs to jump start revenues, profits and logistical capabilities. Fortunately, that belief is shared by these investors, who have already invested over $5,000,000 with Universal over the past five years. . . . These monies will be invested initially as debt and equity only at prices well above the current market value . . . . [D]eveloping companies like Universal Express with capital can now seize the opportunities that are readily available to it."
47) Altomare knew or recklessly disregarded that Coldwater and Sandhu's fund could not invest $100 million in Universal and that Coldwater was not an "International Hedge Fund." Moreover, even on their face, Sandhu's letters did not state a "commitment" to invest, but instead stated only that Sandhu was prepared "based upon due diligence and proper collateral" to arrange financing and that Sandhu "would be committed to the funding of the combined company" if the acquisition worked out. Altomare also knew that the payments by Neuhaus and Sandhu for the Universal shares, most of which they quickly resold, did not reflect a "shared belief" in the future of Universal and that these payments totaled less than $5 million. Finally, Altomare knew that Neuhaus and Sandhu were purchasing Universal shares at substantial discounts to Universal's stock price and thus that there was no basis for his assertion in the release that Sandhu and Neuhaus would in the future pay a premium to Universal's trading price for Universal securities.
48) Following the issuance of the release on the morning of May 23, 2002 Universal's stock price jumped to as high as $0.038 and closed at $0.033, up 68% from the May 22 closing price of $0.020. Trading volume was 26 million, an 800% increase over the previous day.
49) After the release was issued, Neuhaus, who prior to May 23, 2002 had been selling approximately 500,000 Universal shares per day, received an electronic copy of the release. He then sold more than three million shares before the close of trading. 50) Sandhu sold about 1 million shares on May 23, 2002 and an additional million shares on May 24, 2002.
B. July 10, 2002 Announcement of $460 million Letter of Intent
51) In June 2002, Altomare told a loan broker that certain assets relating to a bankruptcy proceeding were worth $900 million and that Universal could purchase the assets for $460 million. The broker indicated that he could find a lender that would provide funding on this basis and sent Altomare a short letter of intent on June 27, 2002. In fact, Altomare did not have an agreement for the purchase of the assets and Altomare never delivered to the broker promised bankruptcy court documents supporting the value of the assets.
52) By July 9, 2002, Universal's stock price had drifted down to $0.02. On July 10, Altomare issued a materially false press release announcing that "in addition to its previously announced $100,000,000 in venture funding commitments, . . . [Universal] has received a letter of intent from a funding institution for $460,000,000."
53) Altomare knew that he had obtained this letter by falsely representing that Universal could buy assets worth $900 million for $460 million. In addition, Altomare knew that the letter of intent had been delivered not by a funding institution, but by a loan broker that had no available funds of its own to invest.
54) Following the issuance of the release on July 10, 2002, Universal's stock price jumped to as high as $0.035 before falling back to $0.024 at the close. Trading volume increased more than 700% over the prior trading day.
55) Neuhaus disposed of relatively few Universal shares on July 9, 2002 but thereafter resumed selling substantial amounts of shares on a daily basis.
56) Sandhu, who had been selling between 50,000 and 450,000 shares per day, sold nearly 1.5 million shares on July 10, 2002.
C. November 21, 2002 Announcement of $25 Million in Additional Funding
57) On November 19, 2002, Transamerica Business Capital Corporation ("Transamerica") issued to Universal a tentative "funding proposal letter" for a $20 million credit facility in connection with a proposed acquisition. The third paragraph of Transamerica's letter stated: "It should be emphasized that the following is only a letter of proposal and it is not intended nor should it be construed as a commitment on the part of Transamerica Business Capital Corporation." The following day, Universal received a tentative letter of intent from New Millennium Financial Corp. regarding a $5 million credit facility.
58) On November 21, 2002, Altomare issued a materially false press release that began: "In further preparation of its planned acquisition programs, Universal announced additional funding of $25,000,000 from Transamerica and New Millennium Financial." Quoting Altomare, the release continued, "This funding, in addition to previously announced funding of $100,000,000 and $460,000,000 . . . is designed to advance our delivery network capabilities and obviously add revenues and personnel infrastructure. . . . [H]aving the continued financial and corporate confidence of so many respected institutions continues to empower all of us at Universal. . . . This $25,000,000 brings our total financial commitments to $585,000,000."
59) Altomare knew that the letters from Transamerica and New Millennium Financial Corp. did not represent financial commitments. After becoming aware of the press release, Transamerica stated in a December 15, 2002 letter to Altomare that the announcement "incorrectly states the facts" and Transamerica "expects that the misstated facts in your press release will be promptly corrected." Universal and Altomare failed to correct the release.
60) Altomare also knew that his acquisition discussions on which the previous $100 million and $460 million funding announcements were based had long since fruitlessly terminated.
61) Following the issuance of the November 21, 2002 press release, Universal's stock price closed at $0.026 up 57% from its previous close. Trading volume increased 280% over the previous trading day.
62) Neuhaus sold at least one million Universal shares on the day the release was issued and continued selling substantial amounts thereafter.
63) Mendiratta sold nearly one million Universal shares on November 21, 2002.
64) Sandhu sold 2.9 million shares of Universal stock on November 22, 2002.
D. April 9, 2003 Announcement of $300 Million in Funding
65) In December 2002, Altomare convinced Coach USA, an American subsidiary of Stagecoach PLC, a public company based in Scotland, to sign a letter of intent for the sale of its assets to Universal. The proposed terms required Universal to pay half the purchase price ($300 million) in cash at the closing, which was to occur no later than March 31, 2003.
66) In early March, Millennium Capital, LLC ("Millennium"), an investment banking firm, proposed to Universal a three-party financing program for the acquisition. The third required participant in the program, in addition to Universal and Millennium, was a commercial bank that would bear the entire credit risk associated with Universal's ability to repay the $300 million. Although Altomare was unable to find a bank willing to participate, on March 27, 2003 he convinced Millennium to prepare and deliver a document that outlined the terms of a $300 million loan but failed to mention the need for a participating bank.
67) On April 9, 2003 Altomare issued a materially false Universal press release with the headline "Universal Express Inc. ("Universal-L") - Receives $300,000,000 For Transportation Funding." The release then asserted that the company "to-day received $300,000,000 in committed and approved funds and plans to acquire a soon to be announced nationally established transportation company. A Letter of Intent with that Company to be acquired has been signed . . . ." Quoting Altomare, the release further stated: "The formal closing should be concluded in 75 days or less, and a specific announcement will be made by both parties at the appropriate time . . . ." The purpose of this preliminary announcement, according to the release, was "simply [to] inform[] the public of [Universal's] financial capability to now effectuate a transaction of this size . . . ." Continuing this theme, the release also observed: "During the developmental stages of any company, that company may receive financial commitments based on the funder's due diligence requirements . . . . To-day's commitment is far more definite and it is for that reason a press release has been issued."
68) In reality, Universal had received no money for transportation funding, Universal's letter of intent with Coach USA had expired, and no prospective Universal lender had even performed due diligence on Coach USA much less made a definite commitment to fund the acquisition.
69) Following the issuance of the release on April 9, 2003, Universal stock traded as high as $0.028 before closing at $0.0255, up 271% from the previous day's close of $0.00688. Volume was slightly under 110 million shares, 47 times the volume of the previous day.
70) Neuhaus sold just 800,000 shares on April 9, 2003, and shortly thereafter resumed selling larger amounts.
71) Sandhu sold nearly 15 million shares on April 9, 2003 and more than 6 million shares the following day.
72) Mendiratta sold more than 2.5 million shares on April 9, 2003.
73) In early June 2003, Coach USA's parent announced that it had signed an agreement to sell a significant portion of the Coach USA assets to another buyer. Even after this announcement, however, Universal and Altomare continued to represent to investors in various promotional materials that Universal had financial commitments of $300 million until at least September 2003.
VI. OTHER FALSE OR MISLEADING STATEMENTS
A. Naked Short Selling Statements
74) In September 2003, Altomare began publicly suggesting that so-called "naked short selling" of Universal shares had artificially depressed Universal's stock price. In early October, Altomare stated in an interview that without the downward pressure of "naked shorting" Universal's share price would be much higher. In fact, as of September 30, 2003, the total "fails to deliver" of Universal's shares outstanding was de minimis.
75) In addition, none of Altomare's public statements regarding naked short selling disclosed Universal's issuance of hundreds of millions Universal shares to the re-sellers who had dumped these shares into the market.
76) In a subsequent interview with Dow Jones Newswire, Altomare falsely stated that Universal provided the Commission enforcement staff with 11,000 to 12,000 pages of documents in response to a staff subpoena requesting documents relating to short selling of Universal shares. In fact, Universal's total production in response to the SEC subpoena was only 295 pages, none of which provided evidence that investors or brokers were intentionally failing to deliver Universal shares in connection with "naked short selling."
B. Announcement of Airline Acquisition
77) In fall 2003, Altomare and the owner of North American Airlines ("North American"), signed an option for the sale of the airline to Universal. To fund the 50% non-refundable $1 million deposit required by the owner, Altomare and Neuhaus agreed that Neuhaus would wire the $1 million on Universal's behalf in exchange for 20 million "free trading" Universal shares and 20 million restricted Universal shares. With Universal's stock trading at $0.05 at that time, Altomare and Neuhaus knew that Neuhaus could recover the entire $1 million cost of the deposit by selling the 20 million "free trading" shares even if Universal's announcement of the deal failed to cause a jump in Universal's stock price.
78) On October 7, after North American's owner resisted Altomare's requests to make an exception to the contract's confidentiality provisions so that Universal could issue a press release announcing the contract, Neuhaus sent the owner an e-mail falsely stating that SEC rules required Universal to make a public announcement.
79) After receiving Neuhaus' e-mail, North American's owner relented and on Sunday, October 12, 2003 Altomare issued a press release, reviewed by Neuhaus, announcing the contract. In an apparent attempt to convince investors that Universal and Altomare had a serious stake in completing the acquisition, the release, quoting Altomare, stated: "We have paid a $1,000,000 deposit, 50% of which is non-refundable."
80) The release failed to disclose that the deposit had been financed through an illegal issuance of Universal shares to Neuhaus and that Neuhaus planned to sell the shares into the market after the announcement.
81) On Monday morning, October 13, 2003 the stock opened at $0.108, an increase of 50% over the previous Friday's close, and traded as high as $0.131 on volume of 132 million shares.
82) Neuhaus sold more than 1 million shares on October 13, 2003 and continued selling an average of 1 million shares per day over the next several weeks. The sales covered the entire cost of the $1 million deposit by October 22 and generated another $1 million in proceeds by November 6, 2003.
83) Mendiratta sold more than 500,000 Universal shares on October 13, 2003 and continued selling substantial amounts thereafter.
C. Statements Regarding Private Postal Network Membership
84) Each of Universal's eight most recent filings with the Commission falsely stated that its private postal network, called WorldPost, had 8,000, and in later filings 9,000, members. In fact, stores listed on the network's web site as members of the network are not actually members.
D. False Sarbanes-Oxley Certifications by Altomare
85) In each of Universal's periodic filings with the Commission since its June 30, 2002 Form 10-KSB, Altomare falsely certified that to the best of his knowledge there were no untrue statement of material fact or omission of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
FIRST CLAIM FOR RELIEF
(Violations by All Defendants of Sections 5(a) and (c) of the Securities Act) 15 U.S.C. § 77e(a) and (c)
86) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
87) All of the defendants, directly or indirectly (a) made use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell securities as to which no registration statement was in effect through the use or medium of any prospectus or otherwise; (b) carried or caused to be carried through the mails or in interstate commerce, by any means or instruments of transportation, securities as to which no registration statement was in effect for the purpose of sale or for delivery after sale; or (c) made use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise securities as to which no registration statement was in effect , or while the registration statement was the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding of examination under Section 8 of the Securities Act [15 U.S.C. § 77h].
88) By reason of the foregoing, all of the defendants violated, and unless restrained and enjoined will violate Sections 5(a) and (c) of the Securities Act.
SECOND CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu of Section 17(a)(1) of the Securities Act) 15 U.S.C. § 77q(a)(1)
89) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
90) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu, directly and indirectly, with scienter, in the offer or sale of Universal securities, by use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, have employed a device, scheme, or artifice to defraud.
91) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Section 17(a)(1) of the Securities Act.
THIRD CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus and Sandhu of Section 17(a)(2) and (3) of the Securities Act) 15 U.S.C. § 77q(a)(2) and (3)
92) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
93) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu directly and indirectly, in the offer or sale of Universal securities, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, have obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in transactions, practices, or courses of business which have been or are operating as a fraud or deceit upon the purchasers of Universal securities.
94) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Sections 17(a)(2) and (3) of the Securities Act.
FOURTH CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus and Sandhu of Section 10(b) of the Exchange Act and Rule 10b-5) 15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5
95) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
96) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu directly and indirectly, with scienter, in connection with the purchase or sale of Universal securities, by use of any means or instrumentalities of interstate commerce or by use of the mails, have employed a device, scheme, or artifice to defraud; have made an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or have engaged in an act, practice, or course of business which has been and is operating as a fraud or deceit upon the purchasers or sellers of such securities.
97) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Section 10(b) of the Exchange Act and Rule 10b-5.
FIFTH CLAIM FOR RELIEF
(Violations by Universal and Aiding and Abetting by Altomare and Gunderson of Universal's Violations of Sections 13(a) of the Exchange Act, and Rules 12b-20, 13a-1, and 13a-13) 15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13
98) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
99) Universal, as issuer of a security registered pursuant to Section 12 of the Exchange Act, failed to file with the Commission, in accordance with rules and regulations the Commission has prescribed, information and documents required by the Commission to keep reasonably current the information and documents required in or with an application or registration statement filed pursuant to Section 12 of the Exchange Act and annual reports and quarterly reports as the Commission has prescribed, and failed to add such further material information necessary to make the required statements, in the light of the circumstances under which they were made not misleading.
100) By reason of the foregoing, Universal violated, and Altomare and Gunderson aided and abetted those violations, and unless restrained and enjoined will violate or aid and abet violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13.
SIXTH CLAIM FOR RELIEF
(Violations by Universal and Aiding and Abetting by Altomare and Gunderson of Universal's Violations of Section 13(b)(2) of the Exchange Act) 15 U.S.C. § 78m(b)(2)
101) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
102) Universal while being registered pursuant to Section 12 of the Exchange Act or being an issuer required to file reports pursuant to Section 15(d) of the Exchange Act failed to: (a) make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflected the transactions and dispositions of the assets of the issuer; (b) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions were executed in accordance with management's general or specific authorization; (ii) transactions were recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets; (iii) access to assets was permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets was compared with the existing assets at reasonable intervals and appropriate action was taken with respect to any differences.
103) By reason of the foregoing, Universal violated, and Gunderson aided and abetted such violations, and unless restrained and enjoined will violate and aid and abet violations of Section 13(b)(2) of the Exchange Act.
SEVENTH CLAIM FOR RELIEF
(Violations by Altomare and Gunderson of Section 13(b)(5) of the Exchange Act) 15 U.S.C. 78m(b)(5)
104) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
105) Altomare and Gunderson with respect to Universal knowingly circumvented or knowingly failed to implement a system of internal accounting controls and knowingly falsified books, records, or accounts described in Section 13(b)(2) of the Exchange Act. 106) By reason of the foregoing, Altomare and Gunderson violated and unless restrained and enjoined will violate Section 13(b)(5) of the Exchange Act.
EIGHTH CLAIM FOR RELIEF
(Violations by Altomare and Gunderson of Rule 13b2-1 Under the Exchange Act) 17 C.F.R. Section 240.13b2-1
107) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
108) Altomare and Gunderson, with respect to Universal directly or indirectly, falsified or caused to be falsified, books, records or accounts subject to Section 13(b)(2)(A) of the Exchange Act.
109) By reason of the foregoing, Altomare and Gunderson violated and unless restrained and enjoined will violate Rule 13b2-1 under the Exchange Act.
NINTH CLAIM FOR RELIEF
(Violations by Altomare of Rule 13b2-2 Under the Exchange Act) 17 C.F.R. Section 240.13b2-2
110) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
111) Altomare, an officer and director of Universal, directly or indirectly, a) made or caused to be made a materially false or misleading statement, or b) omitted to state, or caused another person to omit to state, a material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to an accountant in connection with 1) an audit or examination of the financial statements of the issuer required to be made or 2) the preparation or filing of any document or report required to be filed with the Commission.
112) By reason of the foregoing, Altomare violated and unless restrained and enjoined will violate Rule 13b2-2 under the Exchange Act.
TENTH CLAIM FOR RELIEF
(Violations by Altomare of Rule 13a-14 Under the Exchange Act) 17 C.F.R. Section 240.13a-14
113) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
114) Altomare as the certifying official, in periodic filings on Forms 10-KSB and 10-QSB filed with the Commission, falsely certified that to the best of his knowledge there were no untrue statements of material fact or omission of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
115) By reason of the foregoing, Altomare violated and unless restrained and enjoined will violate Rule 13a-14 under the Exchange Act.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Find that the defendants committed the violations alleged.
II.
Enter a Temporary Restraining in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, enjoining Universal, Altomare and Gunderson, from violating, directly or indirectly, Sections 5(a) or 5(c) of the Securities Act.
III.
Enter a Preliminary Injunction, and a Permanent Injunction, in a form consistent with Rule 65 (d) of the Federal Rules of Civil Procedure, enjoining all defendants from violating, directly or indirectly, each of the provisions of law and rules alleged in this complaint.
IV.
Order that each of the defendants disgorge all ill-gotten gains, including pre-judgment and post-judgment interest, resulting from the violations alleged herein.
V.
Order all defendants to pay third tier civil penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act in an amount to be determined by the Court.
VI.
Order that all defendants except Universal be barred from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act and Section 21(d)(6) of the Exchange Act.
VII.
Order that Universal and Altomare provide an accounting to the Commission itemizing all monies or anything of value they received, directly or indirectly, from the re-sellers and all other persons or entities who received Universal stock since January 1, 2000 to the present and anything of value received, directly or indirectly by Altomare or any member of his immediate family from Universal since January 1, 2000.
VIII.
Order that Altomare be barred from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act, pursuant to Section 20(e) of the Securities Act and Section 21(d)(2) of the Exchange Act and the Court's equitable powers.
IX.
Grant such other relief as this Court may deem just or appropriate.
Respectfully submitted March 24, 2004.
--------------------------------------------------------------------------------
Robert B. Blackburn, Esq. (RB 1545)
Local Counsel
Securities and Exchange Commission
233 Broadway, 11th Floor
New York, NY 10279
646.428.1610
646.428.1979 (facsimile)
--------------------------------------------------------------------------------
Robert M. Fusfeld
Attorney for the Plaintiff
Securities and Exchange Commission
1801 California Street, Suite 1500
Denver, CO 80202
303.844.1080
303.844.1068 (facsimile)
http://www.sec.gov/litigation/complaints/comp18636.htm
Lick Bush
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
The Second Amendment is now moot. The Fourth Amendment was usurped by the Patriot Act. What would you like to do about it?
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Predictions of collapse of Philippine economy, Afghanistan bloodshed will lead to limited nuclear war in middle east, and Iran will invade Iraq within a year.
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
"Osama bin Laden Found Dead, Autopsy shows he died before 911"
Will the 911 Victims Sue the United States Government instead of the Saudi's for $1 trillion or just joinder the government in that action?
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
How do you go about starting the impeachment process?
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
Let the Choir Sing
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
http://play.rbn.com/?url=livecon/kcrw/g2demand/ls/ls040321le_Show.rm&start=13:56&proto=rtsp
Bush Ready in the Ring
No Pictures Please, the Emperor Has No Clothing Any More
GWB Master and Commander
Bush's Latest Statement to Congressional Leaders
I need another hit, Condi, have you seen my crack pipe?
Bush's Latest Statement to Congressional Leaders
I need another hit, Condi, have you seen my crack pipe?
Bush has the Ring
Bush has the One Ring. Frodo has failed.
George Bush - Lord of the Coalition
George Bush has gone Under Cover
George Bush the Turbanator
George: Condi! Nice to see you. What's happening?
Condi: Sir, I have the report here about the new leader of China.
George: Great. Lay it on me.
Condi: Hu is the new leader of China.
George: That's what I want to know.
Condi: That's what I'm telling you.
George: That's what I'm asking you. Who is the new leader of China?
Condi: Yes.
George: I mean the fellow's name.
Condi: Hu.
George: The guy in China.
Condi: Hu.
George: The new leader of China.
Condi: Hu.
George: The Chinaman!
Condi: Hu is leading China.
George: Now whaddya' asking me for?
Condi: I'm telling you Hu is leading China.
George: Well, I'm asking you. Who is leading China?
Condi: That's the man's name.
George: That's who's name?
Condi: Yes.
George: Will you or will you not tell me the name of the new leader
of China?
Condi: Yes, sir.
George: Yassir? Yassir Arafat is in China? I thought he was in the Middle East.
Condi: That's correct.
George: Then who is in China?
Condi: Yes, sir.
George: Yassir is in China?
Condi: No, sir.
George: Then who is?
Condi: Yes, sir.
George: Yassir?
Condi: No, sir.
George: Look, Condi. I need to know the name of the new leader of
China. Get me the Secretary General of the U.N. on the phone.
Condi: Kofi?
George: No, thanks.
Condi: You want Kofi?
George: No.
Condi: You don't want Kofi.
George: No. But now that you mention it, I could use a glass of milk.
And then get me the U.N.
Condi: Yes, sir.
George: Not Yassir! The guy at the U.N.
Condi: Kofi?
George: Milk! Will you please make the call?
Condi: And call who?
George: Who is the guy at the U.N?
Condi: Hu is the guy in China.
George: Will you stay out of China?!
Condi: Yes, sir.
George: And stay out of the Middle East! Just get me the guy at the U.N.
Condi: Kofi.
George: All right! With cream and two sugars. Now get on the phone.
(Condi picks up the phone.)
Condi: Rice, here.
George: Rice? Good idea. And a couple of egg rolls, too. Maybe we should send some to the guy in China. And the Middle East. Can you get Chinese food in the Middle East?