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Thank you for posting this. eom
Where was I? I forgot
The point that I was making
I said if I was smart that I would
Save up for a piece of string
And a rock to wind the string around
Everybody wants a rock
To wind a piece of string around
Everybody wants a rock
To wind a piece of string around
Throw the crib door wide
Let the people crawl inside
Someone in this town
Is trying to burn the playhouse down
They want to stop the ones who want
A rock to wind a string around
But everybody wants a rock
To wind a piece of string around
Throw the crib door wide
Let the people crawl inside
Someone in this town
Is trying to burn the playhouse down
They want to stop the ones who want
A rock to wind a string around
But everybody wants a rock
To wind a piece of string around
If I were a carpenter I'd
Hammer on my piglet, I'd
Collect the seven dollars and I'd
Buy a big prosthetic forehead
And wear it on my real head
Everybody wants prosthetic
Foreheads on their real heads
Everybody wants prosthetic
Foreheads on their real heads
Throw the crib door wide
Let the people crawl inside
Someone in this town
Is trying to burn the playhouse down
They want to stop the ones who want
Prosthetic foreheads on their heads
But everybody wants prosthetic
Foreheads on their real heads
Throw the crib door wide
Let the people crawl inside
Someone in this town
Is trying to burn the foreheads down
They want to stop the ones who want
A rock to wind a string around
But everybody wants a rock
To wind a piece of string around
Then, I guess They Might Be Giants were right...
I saw the best minds of my generation
Destroyed by madness, starving, hysterical
I should be allowed to glue my poster
I should be allowed to think
I should be allowed to glue my poster
I should be allowed to think
I should be allowed to think
I should be allowed to think
And I should be allowed to blurt the merest idea
If by random whim, one occurs to me
If necessary, leave paper stains on the grey utility pole
I saw the worst bands of my generation
applied by magic marker to dry wall
I should be allowed to shoot my mouth off
I should have a call in show
I should be allowed to glue my poster
I should be allowed to think
I should be allowed to think
I should be allowed to think
And I should be allowed to blurt the merest idea
If by random whim, one occurs to me
If necessary, leave paper stains on the grey utility pole
I am not allowed
To ever come up with a single original thought
I am not allowed
To meet the criminal government agent who oppresses me
I was the worst hope of my generation
Destroyed by madness, starving, hysterical
I should be allowed to share my feelings
I should be allowed to feel
I should be allowed to glue my poster
I should be allowed to think
I should be allowed to think
I should be allowed to think
And I should be allowed to blurt the merest idea
If by random whim one occurs to me
But sadly, this can never be
I am not allowed to think
I am not allowed to think
I am not allowed to think (I am not allowed to think)
I am not allowed to think (I am not allowed to think)
I am not allowed to think (I am not allowed to think)
I am not allowed to think (I am not allowed to think)
The new 205 CUSIP number was authorized on January 9th 2006. The 15c 211 was PR'ed to be "successful" on October 27, 2006. Would the 211 acceptance then have been sufficient to allow Legacy to start trading? On October 30, 2006, Megas' PR stated: "The company is seeking to enable the market maker, Legacy Inc., to commence making a market in the shares of BCIT, given that they are now eligible to trade." Thus, the Legacy trades on October 31 would have been valid? Just thinking about this all...
OHBULL wanted this Megas email posted here...
http://ragingbull.quote.com/mboard/boards.cgi?board=BCIT&read=30255
By: OHBULL2000
10 Dec 2006, 11:09 AM EST
Msg. 30255 of 30256
Jump to msg. #
GOOODD SUN. MORNIN'... MEGAS EMAIL... PLEASE READ...
AND PLEEAASSEE SOMEONE, PASS THIS ALONG TO THE HUB! enough already!
If you don't believe Megas/ Mark at LGTD than there's nothing more to say to you:
From: "Thomas Megas" View Contact Details Add Mobile Alert
To: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
CC: tpm8@harolds.ch, diplomatzvi@aol.com
Subject: RE: BCIT
Date: Sun, 10 Dec 2006 15:31:22 +0000
still on the dtc treadmill, there is no cusip issue, has to be played
out
before any other action employed, it should be obvious to all and
sundry why
the dtc is a reluctant actor in the drama.
tm
snip>>>>>>>>>>>>>>>> and NO I did not post my part, too many c.ock-a-roaches around, he-he-he.
(Voluntary Disclosure: Position- Long; ST Rating- Strong Buy)
Most excellent! eom
My ACAT transfer from Scottrade to Investrade...
ended up with yet another "fail reversal" today, three days after the shares had shown up in the Investrade account. For three days, I had some nice GTC sells in place in the Investrade acct, from $2 and up per share. Scottrade never did close out my acct, so they probably anticipated the shares coming back... checked today, and, voila, they were back with the stupid pound sign there, like the scarlet letter A, telling me that they're still held hostage. For a little while this morning, the shares showed in both accts, but later on, they were gone from Investrade, with the "sell" executions completed... back to Scottrade's jail cell. Sigh.
Gotta wait longer yet. Wicked pissah, ayuh.
Arkait... have you tried regularly deleting cookies?
Also, try just logging in only when you want to post on RB, and the rest of the time, just stay logged out. Could also try using Firefox for your browser instead of IE, and also regularly check for spyware (Spybot S&D and Ad-Aware are free).
My 2 cents.
GLTY.
My BCIT shares finally transferred out of Scottrade...
to Investrade (a Penson company) yesterday. They show the old 106 CUSIP. We'll see if they stick around for long--two "fail reversals" happened in the past year, resulting in sending them back to ST each time--hoping this time they stay put. I have a test GTC sell at $2/share, and it has been holding. Keeping my fingers crossed.
Legacy (our MM) folks have tough hides...
to have gone through this kind of crap--nice to see their sticktoitofnous (is this really a word--sp?), but sad that they had to put up with such cruel harassment...
http://epw.senate.gov/hearing_statements.cfm?id=247793
U.S. Senate Committee on Environment & Public Works
Hearing Statements
Date: 10/26/2005
Statement of Skip Boruchin
Legacy Trading Company
Eco-terrorism
Good afternoon, Chairman Inhofe and Ranking Member Jeffords. Thank you for this opportunity to testify before this Committee today.
Daily, we all are faced with choices. My choice today is to present to you factual information that I hope will assist you. The alternative for me would be to leave it for someone else. My past personal experience indicates my choice to present information to you will unfortunately lead to retaliation against me and my family.
For the last few years, I have been living a somewhat captive existence, held hostage by members of Stop Huntingdon Animal Cruelty (“SHAC”), an animal rights activist/terrorist group. As you have heard, SHAC is an underground group that uses fear and terror to force their viewpoint upon others. I am a NASDAQ Market Maker, lawfully working in the State of Oklahoma making a market in the common stock of many companies. I have been targeted by SHAC because of my job. I am a market maker, that is I am continually prepared to buy or sell shares of these companies thereby providing a liquid ready market for those who desire to buy or sell shares. Huntingdon Life Sciences also known as Life Sciences Research, Inc., (Ticker Symbol -LSRI) is a contract research organization that performs testing on animals and is one of the companies I make a market in.
Beginning roughly about (3 1/2) three and one half years ago, my employer, Legacy Trading, became the TARGET, the proverbial Bull’s Eye for SHAC. This Bull’s eye on my back and on my life is solely due to the fact I have been and remain the only market maker in Life Sciences Research Inc. (LSRI). SHAC launched an all out terrorist attack on too many other Market Makers. Merril Lynch, Charles Schwab, Goldman Sachs to name a few. They were terrorized by “SHAC’s direct action campaigns” specifically to influence and control the market in Life Sciences Research, LSRI. “Drop LSRI or else!!!” I am the only hold out of dozens of market makers who all capitulated to SHAC’s demands and dropped; that is ceased trading LSRI stock. Viewing me as the sole provider of a market for LSRI, SHAC launched a campaign of sheer terror on me and my family, destroying our privacy, causing dramatic changes in our daily lives now and I’m sorry to say forever.
SHAC’s attempts to force me to stop trading the LSRI stock included local, national and international harassment, intimidation and terror. Personal information of my family, Names’ address’s social security numbers home phone numbers as well as those of nineteen of my neighbors, placed on the SHAC site. “Run him out of town, tell him to drop the stock, or we will publish credit card, medical and other personal information about you.” Daily thousands of obscene and threatening phone calls, to home and office at all hours, day or night; outright slander calling me a “child pornographer” in the media and all over the internet. When these threats and actions did not work, SHAC moved to far more dangerous and insidious tactics. Describing me as the “dreaded Legacy.” SHAC brought their crimes of terror to my home, office and family. One day I awoke to find that SHAC had been in my yard. They spray-painted large messages like “Puppy Killer” “Drop HLS” all over the entire house. They wrote “Skip is a murderer.” “Nine Million Dead” on my garage door. In addition to defacing my home, they cut all lines of communication. The next day, the SHAC website bragged that this was the beginning; more “direct action” will come if you don’t drop LSRI!!”
On four occasions Legacy’s office has been terrorized. The criminals have shattered the front office windows, incendiary devices thrown in, red paint over everything in the office including computers, furniture, the floors and walls. Office equipment was sabotaged and spray-painted messages were left for me to know that I suffered this felony for exercising my right to make a living. “DROP HLS quit making a market!!!”
If tactics like this were not enough, SHAC also targeted my relatives and even my 90-year-old mother. In December of 2004, my mother came under attack. SHAC posted MY MOTHER’S name, her address at her assisted living residence and her phone number on the internet with specific instructions to have her put pressure on me as I spoke and visited with her frequently. I quote the SHAC website when I tell you that SHAC members were instructed to “send her sex toys, have an undertaker arrive to pick up her ‘dead body,’ and call her collect in the middle of the night, pretend to be a friend of Skip’s; ask for his cell number in order to place it on the Internet.”
The SHAC torment of my family did not stop with my Mother. My family has been targeted and terrorized in neighboring states with SHAC action tactics. I have chosen only to tell you of just a few of the harrowing traumatic events I’ve gone through and go through at the hands of SHAC.
It is difficult to describe the emotions that accompany actions such as I described. I feel violated, vulnerable, angry, and gravely frightened for my family. This is precisely SHAC’s goal – to leverage your love of your family, your value of safety, your pursuit of life removing my freedoms to advance their beliefs.
Because I go to work each day as a Market Maker. It is apparent for most people facing this dilemma the decision is simple drop LSRI/ drop Huntingdon Life Sciences.
Well I did not, and I do not intend to. I fundamentally believe in the rights that we all receive as Americans. The right to liberty and privacy. The right to participate in government and even the right to disagree with government. The right to free speech. These are all sacred opportunities that we must not take for granted nor use against others. The healthy exercise of free speech should not hold others captive or force them to do anything.
SHAC inexcusably promotes the lives of animals over the lives of the humans they target. I do not confuse SHAC’s tactics with a noble cause nor should anyone else. Huntingdon is a company that performs a role in the world of developing technology. But more importantly, they perform a lawful function, as do I. Respectfully I ask what would you do if your mother, brother, sister, niece, nephew just went to work and were fanatically terrorized. I urge this Committee to simply evaluate the consequences of such unchecked activism. Please do not allow people to force their causes, ideas or opinions upon others using fear, intimidation, threats of crimes, and criminal acts. I thank you for the opportunity to be heard, and I am happy to answer any questions.
# # # # #
I found Mike Banyas' number...
561-837-5054
http://www.investorshub.com/boards/read_msg.asp?message_id=8607377
We still don't know the outcome of the Florida Securities office investigation. How long before they issue a report? It's sad that we seem to be at a point where we can not do anything about what happened.
I vote for BCIT shareholders' meeting at Walt Disney World...
party with Mickey and Minnie!!!
Too bad they canceled it. Would have been nice as starting point for continued trading, LOL.
Somehow my orders were taken, even without a B&A, and have been in-place for a while... I'm with one of the Penson companies--Investrade. I had an order out there for several months at $0.01/share, with no takers, though. Changed the lowest GTC to $0.15/share today, just in case. I'm not terribly optimistic that my shares will be anything more than a line item in my account for years to come, but who knows... maybe some ethical market reformer will make those short (who bought us counterfeits!) buy back. I'm hoping for that situation to happen soon with BCIT.
Raised my GTC sells today, LOL.
Maybe shorts will have to buy back? Probably will just be swept under the rug, like GVRP/MAMG did, but one never knows... hence why I raised my GTCs today.
GLTA.
Has anyone updated last year's letter to congresspeople yet?
If so, then please post it. Thx. I'm sure others would appreciate having an updated starting point.
She posts here on IHUB, too...
http://www.investorshub.com/boards/profile.asp?user=60510
What do you think of the pact concept?
arkait has a great idea for a pact...
http://ragingbull.quote.com/mboard/boards.cgi?board=BCIT&read=28915
By: arkaitbp
29 Nov 2006, 10:21 AM EST
Msg. 28915 of 28916
(This msg. is a reply to 28894 by zdon8362.)
Jump to msg. #
Let's pact that we will only sell 30% of our holdings until ALL BROKERAGES ALLOW BUYS. That seems a reasonable holdout, how about it?
LIST OF THOSE WHO WILL NOT SELL MORE THAN 30% OF THEIR HOLDINGS INTO A MANIPULATED MARKET OF NO BUYS AND SELLS ONLY:
1)Arkait (with Scottrade)
Hoping for quick resolution, molson!
Thanks for sharing!
Thank you for sharing that, Jenna.
Have a good night.
News for 'BCIT' - (Bancorp International Group Inc. Announces Mandatory Share Certificate Exchange)
OKLAHOMA CITY, Nov 20, 2006 (PrimeZone Media Network via COMTEX) -- A meeting of the Board of Directors of Bancorp International Group Inc., held November 14th, 2006, resolved to authorize a share certificate recall in order to implement an immediate share certificate exchange of the common stock of the company.
The company hereby requires that all persons, corporations and/or other legal entities in possession of stock certificates in the original names of:
1. NEC Properties Inc.,
2. March Indy Inc.,
3. Bancorp International Group Inc., such certificates comprising the
issued share capital of Bancorp International Group Inc., must
tender these certificates immediately to the Company`s stock
transfer agent Pacific Stock Transfer Inc. for Certificates of a
new design and depicting the current cusip number 05968x205 issued
by the S&P cusip division on January 9th,, 2006. The exchange will
be for a 1 for 1, with the stipulation that the old certificates
with the old company names, cusip numbers and design, will be
void, shall not entitle the certificate holder to any of the
rights of a shareholder, and shall be worthless, non- transferable
and non-tradeable in any public or private market or exchange
beginning January 16th, 2007, being 60 days as of November, 14th
2006, and shall have no value except for the right to be exchanged
for new certificates.
Persons who hold their shares in brokerage accounts or 'street name' are not required to take any further actions to effect the exchange of their share certificates, this being the responsibility of their brokers, and are advised not to contact the transfer agent.
Please send all certificates to
Pacific Stock Transfer Inc.
500 E Warm Springs Road
Suite 240, Las Vegas, Nevada 89119
tel (702) 361-3033, fax (702) 433-1979
The company will cover the fee for the issuing of new certificates.
All enquiries relating to this certificate exchange should be addressed to Investor Relations Dept attention Skye who can be reached at bcitcorporate@yahoo.com, fax (413) 639-1128, tel (405) 315-5535
Thomas Megas
Bancorp International Group Inc.
280 Oklahoma Tower
210 Park Avenue, Oklahoma City
Oklahoma 73102
This news release was distributed by PrimeZone, www.primezone.com
SOURCE: Bancorp International Group Inc.
By Staff
CONTACT: Bancorp International Group Inc. (405) 315-5535
News for 'BCIT' - (Bancorp International Group Inc. Announces Mandatory Share Certificate Exchange)
OKLAHOMA CITY, Nov 20, 2006 (PrimeZone Media Network via COMTEX) -- A meeting of the Board of Directors of Bancorp International Group Inc., held November 14th, 2006, resolved to authorize a share certificate recall in order to implement an immediate share certificate exchange of the common stock of the company.
The company hereby requires that all persons, corporations and/or other legal entities in possession of stock certificates in the original names of:
1. NEC Properties Inc.,
2. March Indy Inc.,
3. Bancorp International Group Inc., such certificates comprising the
issued share capital of Bancorp International Group Inc., must
tender these certificates immediately to the Company`s stock
transfer agent Pacific Stock Transfer Inc. for Certificates of a
new design and depicting the current cusip number 05968x205 issued
by the S&P cusip division on January 9th,, 2006. The exchange will
be for a 1 for 1, with the stipulation that the old certificates
with the old company names, cusip numbers and design, will be
void, shall not entitle the certificate holder to any of the
rights of a shareholder, and shall be worthless, non- transferable
and non-tradeable in any public or private market or exchange
beginning January 16th, 2007, being 60 days as of November, 14th
2006, and shall have no value except for the right to be exchanged
for new certificates.
Persons who hold their shares in brokerage accounts or 'street name' are not required to take any further actions to effect the exchange of their share certificates, this being the responsibility of their brokers, and are advised not to contact the transfer agent.
Please send all certificates to
Pacific Stock Transfer Inc.
500 E Warm Springs Road
Suite 240, Las Vegas, Nevada 89119
tel (702) 361-3033, fax (702) 433-1979
The company will cover the fee for the issuing of new certificates.
All enquiries relating to this certificate exchange should be addressed to Investor Relations Dept attention Skye who can be reached at bcitcorporate@yahoo.com, fax (413) 639-1128, tel (405) 315-5535
Thomas Megas
Bancorp International Group Inc.
280 Oklahoma Tower
210 Park Avenue, Oklahoma City
Oklahoma 73102
This news release was distributed by PrimeZone, www.primezone.com
SOURCE: Bancorp International Group Inc.
By Staff
CONTACT: Bancorp International Group Inc. (405) 315-5535
Thanks... something I just threw together.
I do have to give credit to serf's timeline http://www.investorshub.com/boards/read_msg_ig.asp?message_id=7768333 for the info I used. This board's I-Box is a treasure trove of information for those of us with failing memory a year-plus later.
I do hope our emails help make them realize we're not giving up, and we demand to be treated fairly and justly.
This is what I wrote:
-----------------
What sort of review has to be done to change a clerical error? My understanding is that the 15c211 form was mistakenly approved for the old CUSIP 05968X106, instead of the new CUSIP 05968X205, on October 23, and then pulled on November 7. Today is November 17—how long should it take to change two digits in a CUSIP number?
Or, is there an issue with the large naked short position, as many brokerages continued selling phantom shares of BCIT after the DTC ceased all clearing activities for BCIT on August 16, 2005, yet 247 million shares traded between August 16 and August 29, when Ameritrade stopped buys, and August 30, when Scottrade stopped trading, before the August 31 SEC suspension.
Also, BCIT was removed from the SEC Reg. SHO list on August 17, 2005, meaning that an existing naked short position had been covered. How did this short position get covered when only counterfeit shares were available for purchase?
So, what is the current review about?
Thank you.
Received a reply from NASDAQ re: BCIT CUSIP change...
My email yesterday to them:
What is the status of the CUSIP change for Bancorp International Group, ticker BCIT? The company announced a CUSIP change in their last press release:
Bancorp International Group Announces QCIP Number
LONDON, Nov. 1, 2006 (PRIMEZONE) -- Bancorp International Group Inc. was authorised and issued a new QCIP number on January 9th 2006.
The new number, valid from this date is 05968X205 and replaces the old number of 05968X106.
Thomas Megas
CEO BCIT
CONTACT: Bancorp International Group Inc.
Belinda Wakeling
+44 7961 992 681
----------------------
NASDAQ reply today:
Dear Mr. XXXX,
This issue is currently under review. Once further information is available there will be an announcement providing an update.
Thank you for your time and patience.
Corporate Data Operations
NASDAQ Stock Market
(edit--same reply as to bobbybdb110 on RB... http://ragingbull.quote.com/mboard/boards.cgi?board=BCIT&read=27809 )
GCHR (oil co.) moves from pink to BB today...
Real-Time GCHR Level 2 quotes... http://www.pinksheets.com/quote/quote.jsp?symbol=gchr
GOIH has an interesting approach--Is Megas watching?
----------------------------
Global 1 Investments Addresses Shareholders Concerns in a FAQ
Global 1 Investment Holdings Corp. (OTCBB: GOIH), Traders Nation, www.tradersnation.com/sssu.shtml, changes name to Global 1 Investment Holdings Corporation to reflect our new business model. Our IR site is www.global1inc.com.
FAQs:
Q1. Why has my account not been credited with shares of GOIH?
A1. SSSU automatically converted to shares of GOIH on Nov. 13, 2006. Your broker was notified by NASDAQ of the name and symbol change automatically. See our website for the confirming link, www.global1inc.com.
Q2. How long should it take for my account to up date?
A2. Your account should reflect the same number of GOIH as you owned of SSSU immediately.
Q3. If my broker is preventing me from buying shares of GOIH, can I join the class action law suit?
A3. Yes, any investor whose buy order was refused can join as a plaintiff in the class action law suit.
Q4. When will the dividend previously announced dividend be issued, and what is the record date to receive the dividend?
A4. The previously announced dividend will be distributed as soon as the details are completed. The record date will be announced in a coming PR and posted on our website.
Q5. Will my broker have to buy shares of GOIH in the market and place them in my account?
A5. If your broker sold you shares and never took deliver of shares of SSSU, they will have to buy shares of GOIH and credit your account.
Q6. How much will shareholders receive from the dividend?
A6. Our previous announcement regarding the dividend of cash and stock is still our plan. The exact value will be announced shortly.
Q7. Will my broker be responsible to me for the dividend if they sold shares and the shares were never delivered?
A7. Yes, your broker will be responsible for any dividend declared on GOIH even if your account has not been credited and the shares you bought were never delivered to the broker.
Disclaimer: The below disclaimer is incorporated by reference as if fully set forth herein this as well as all media releases on Global 1 behalf. The statements contained in this released are forward looking and may or may not occur due to forces beyond the company's control.
Global 1 Holdings
Barry Thomas, 404-255-0400
Investor_Relations@mindspring.com
Source: Business Wire (November 16, 2006 - 2:08 PM EST)
I tried emailing otcbb.com using the link here: http://www.otcbb.com/help/contacts.stm . We'll see if that gets any response.
Also, OHBULL keeps noting Ken Wurm is the BCIT contact at the NASD OTC Compliance Unit 240-386-5100, also shown at that link above.
serfdom and arkait had been collecting info from people last year regarding BCIT-related responses from their respective brokerages--don't know if they still have that info available, and if it would be of help here.
Someone should tell Ms. Demando that her number is very public, in this document... http://www.nasd.com/web/groups/rules_regs/documents/notice_to_members/nasdw_015019.pdf
Geez!
So this is what happens to new BCIT bashers...
http://www.investorshub.com/boards/profile.asp?user=86703
That sure was quick.
OHBULL conv. w/ Mark at Legacy this morning...
http://ragingbull.quote.com/mboard/boards.cgi?board=BCIT&read=27144
By: OHBULL2000
13 Nov 2006, 10:40 AM EST
Msg. 27144 of 27145
Jump to msg. #
GOOODD MORNIN'! DICER ET AL... Well mainuh...
I was right, Legacy's 30 days has'nt even started yet and that is gonna play into that tax scenario huh?
Anyways folks, Mark says they are just waiting, the NASD has aproved BCIT for trading BUUUTTT...
gotta get that paperwork done, LGTN is ready and waiting!
The 30 day Rule is as first stated by mainuh/bobbybd... and as usual woogie bear aka The Liar was trying for attention. he-he-he
Nov 27, 2006 @ 3:37 PM EST
Yup, three posts by the guy...
http://www.investorshub.com/boards/profile.asp?user=56993
OT: Yeah, they're in an IRA.
I suspect they'll be sitting there for a few more years. LOL.
dusty... GRYF may be worth something someday...
still a shell... and who knows... maybe there's a short position there too! Wouldn't that be great!
OT: I still have some GRYF left over... it either has a value of 0 or 0.02, similar in a way to BCIT--not sure what the heck it's worth. I never figured it would also have have so much similarity to BCIT. One interesting twist with GRYF is this from http://toledoblade.com/apps/pbcs.dll/article?AID=/20061109/BUSINESS07/611090429 ...
They owe $181,246, including interest, in the United States and nearly $128,000 to the British Columbia Securities Commission.
Once the money is paid to U.S. District Court in Eastern Virginia, the SEC could file a plan to have the funds distributed to Greyfield Capital shareholders, said C. Joshua Felker, an assistant director with the SEC.
So, my GRYF shares may not be worthless, after all. LOL
Interesting story... geesh...
http://www.sec.gov/litigation/complaints/2006/comp19902.pdf
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF VIRGINIA
SECURITIES AND EXCHANGE COMMISSION, : Plaintiff,
v. Civil Action No. MERVIN GEORGE FIESSEL and ROBERT
MICHAEL DOHERTY, Defendants,
COMPLAINT
Plaintiff Securities and Exchange Commission (the "Commission") alleges:
SUMMARY
1.
This is a market manipulation and securities fraud case. From April through August 2005, Defendants Mervin Fiessel, Robert Doherty and others (either collectively or individually the "Greyfield Promoters") conspired to use an inactive shell company called Greyfield Capital, Inc. ("Greyfield Nevada") and a small used car dealership in Western Canada to manipulate the market to their advantage. Doherty and Fiessel's roles in the promotion are set forth more specifically below.
2.
The Greyfield Promoters misappropriated Greyfield Nevada and its trading symbol GRYF through a series of unauthorized corporate actions, reincorporated the company in Oregon ("Greyfield Oregon"), and claimed that Greyfield Oregon had acquired the small used car dealership in British Columbia.
3.
The Greyfield Promoters then improperly issued hundreds of millions of new shares of Greyfield Oregon and conditioned the market with a series of false and
misleading press releases about Greyfield Oregon, its management and the used car dealership. The Greyfield Promoters also misled investors by using a website that repeated much of the false and misleading information in the press releases. Almost immediately, Fiessel and others began selling tens of millions of Greyfield Oregon shares.
4. After receiving complaints from the original shareholders of Greyfield Nevada that the identity of their company had been stolen, the Commission consulted with the British Columbia Securities Commission ("BCSC") and suspended trading in Greyfield Oregon on July 27,2005. Nevertheless, the very next day, the Greyfield Promoters responded to the Commission's trading suspension with even more false and misleading information on the company's website.
5.
The BCSC and the Commission coordinated their investigations in this
matter.
6.
Defendants' conduct described herein violates the federal securities laws.
Unless enjoined, these defendants are likely to commit similar violations in the future. Accordingly, the Commission seeks an order enjoining the defendants, requiring disgorgement of ill-gotten gains and unjust enrichment, civil monetary penalties, and a penny stock bar.
JURISDICTION AND VENUE
7. This Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. $5 77t(b) and 77v(a)] and Sections 21(d), and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [l5
U.S.C. $5 78u(d) and 78aal. In connection with the conduct described herein, each of the 2
defendants, directly or indirectly, used the means or instrumentalities of interstate commerce, the mails, or the facilities of a national securities exchange.
8. Venue in the Eastern District of Virginia is proper 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] because individuals located in this judicial district purchased shares of Greyfield Oregon during the time period of the misconduct. In addition, a man from Virginia who administered the Greyfield Oregon website and was instrumental in the promotion of Greyfield Oregon, resides in this judicial district.
DEFENDANTS
9.
Defendant Mervin George Fiessel ("Fiessel"), 61, resides in Kamloops, British Columbia. He is a Canadian citizen and the majority shareholder of Greyfield Oregon.
10.
Defendant Robert Michael Doherty ("Doherty"), 42, resides in Kamloops, British Columbia. He is a Canadian citizen and the purported former president and director of Greyfield Oregon.
FACTS
I. The Misappropriation of Greyfield Capital, Inc.
A. Exploiting a Used Car Dealership to Commence the Scheme
11. On or around October 2004, a British Columbia man named Dennis Hewins contacted Fiessel about money Hewins was owed from a prior business arrangement. After Hewins explained to Fiessel that he had recently started up a used car dealership, Fiessel replied that he had been looking for just such a business to put into a public company.
3
12. Within a few weeks, Fiessel and Hewins decided to start up a private
finance company, AAA Finance, to provide sub-prime lending to customers of Hewins' auto dealership, Kamloops Autorama & RV Ltd. (the "Autorama"). AAA Finance is owned half by Hewins and half by Fiessel's son. It was Fiessel's idea to have ownership of AAA Finance put into his son's name. Fiessel's son represented his father's interests.
13.
By at least October 2004, Doherty also became involved and was responsible for all of the paperwork for AAA Finance. Around this same time, a Virginia man became involved in Fiessel's and Doherty's plan to use the Autorama and AAA Finance as part of a stock offering. These three were in continuous email communication up through the summer of 2005.
14.
Beginning in December 2004, a man from the British Island of Jersey started loaning money to AAA Finance through Fiessel and Doherty by initially depositing Cdn.$14,382.30. Over the next few months, Fiessel made a series of these "loans" to AAA Finance, eventually contributing over Cdn.$550,000. The way this system worked was that when Hewins asked Fiessel for money, Fiessel sold marketable securities out of the Jersey man's brokerage accounts and wired the funds to AAA Finance.
B. The Misappropriation of Greyfield Capital, Inc. and Its Trading Symbol
15.
In early April 2005, Fiessel and Doherty decided to use Greyfield Nevada as the public company to acquire the Autorama. Fiessel and Doherty had had nothing to do with Greyfield Nevada or its predecessor, Mountain Crest, Inc. ("Mountain Crest"), since the beginning of 2000. Around that time, Fiessel had been instrumental in selling
Mountain Crest to another investor. More than two years after that, in 2002, still other investors changed the name from Mountain Crest to Greyfield Capital, Inc.
16.
While Fiessel was involved with Mountain Crest, he worked closely with a director named Pilling. Fiessel suggested to Doherty that Pilling might be able to help them assert control over Greyfield Nevada. Fiessel also asked Doherty to help administer the new company as an officer and director. After talking to Fiessel, Doherty contacted the Virginia man and asked him to serve as a director as well.
17.
The Virginia man eventually contacted the transfer agent for Greyfield Nevada and asked what documentation was needed to take control of the company. The transfer agent told him he would need the resignation of the directors of Greyfield Nevada in order to put them in control.
C. Fiessel and Doherty Illegally Gain Control of Greyfield Nevada
18.
After speaking to the man from Virginia, Doherty proceeded to draft a resignation letter on behalf of Pilling dated April 15, 2005. Fiessel gave Doherty a signature stamp with the likeness of Pilling's signature. Doherty used it to "sign" the April 15, 2005 resignation.
19.
In addition to the resignation letter, Doherty also drafted a letter appointing Doherty and the Virginia man as officers and directors of Greyfield Nevada and again affixed Pilling's signature by using the stamp provided by Fiessel. Next, Doherty and the Virginia man each drafted and signed acceptance letters for their newly created positions as officers and directors of Greyfield Nevada. Doherty then faxed the forged resignation and appointment letters as well as their purported acceptance letters to the transfer agent.
20.
The transfer agent told Doherty that he and the Virginia man could begin administering the affairs of the company upon receipt of the documents and payment of the outstanding bills. Doherty paid the transfer agent for Greyfield Nevada's outstanding bills and was reimbursed by Fiessel.
21.
Pilling did not resign from Greyfield Nevada on April 15, 2005, nor did he authorize anyone to sign the resignation letter on his behalf. He could not have resigned because he did not hold a position at Greyfield Nevada, having already resigned from Mountain Crest in 1999. Likewise, Pilling did not appoint Doherty and the Virginia man to serve as directors of Greyfield Nevada. Indeed, he had never even heard of Greyfield Nevada or seen the alleged corporate documents prior to the British Columbia Securities Commission's ("BCSC") investigation.
22.
Doherty knew or was reckless in not knowing that Pilling had not authorized the use of his signature stamp to assert control over Greyfield Nevada. Pilling was a friend of Doherty's who worked at a local golf course in British Columbia where Dohet-ty played. In fact, Doherty and Pilling ran into each other regularly at golf functions and restaurants during this entire period. Doherty even visited Pilling at his home in July 2005 when he was sick. Nevertheless, Doherty never mentioned anything to him about Greyfield Nevada.
23.
Instead, the first time Doherty spoke to Pilling about Greyfield Nevada was after Pilling received a summons from the BCSC in connection with their parallel investigation into Greyfield Oregon. When Pilling confronted Doherty about what was happening with Greyfield Oregon, Doherty replied:
that [Doherty] was in a big pile of doo-doo and that he had done something wrong and that he had involved [Pilling] and he apologized for it. ...He had mentioned that this -that he had done something with the documentation that he shouldn't have done.
24.
The first thing Doherty and the Virginia man did as "officers and directors" of Greyfield Nevada was to draft resolutions granting each other 10 million shares of Greyfield Nevada in order to create a control block of the company's stock. At the time Doherty and the Virginia man became directors, there were approximately 3 million shares outstanding out of a total of 25 million shares authorized. On April 18, 2005, the transfer agent issued 10 million shares to Doherty and another 10 million shares to the Virginia man.
D. The Reincorporation of Greyfield Nevada
25.
Doherty informed the transfer agent that as part of a reverse merger, Greyfield Nevada was reincorporating in Oregon. Doherty provided the transfer agent with documents filed on April 20,2005 incorporating Greyfield Nevada as an Oregon corporation whose business was automobile marketing ("Greyfield Oregon").
26.
In May 2005, Greyfield Oregon announced that it had purchased the Autorama. However, at the time of the announcement there was no written agreement, and Greyfield Oregon never paid Hewins any consideration for the Autorama.
11. The Illegal Issuance of New Greyfield Oregon Shares
A. The Subscription Agreement between Greyfield Oregon and a Fiessel Controlled Entity
27. Up through April 2005, the man from Jersey, through Fiessel, had paid approximately Cdn.$200,000 to AAA Finance. Based on these contributions, Doherty drafted a subscription agreement whereby Fiessel, through a Texas corporation he owned
7
named Gold Technologies, Inc., would receive 600 million Greyfield Oregon shares in return for the money invested by the man from Jersey. Fiessel incorporated Gold Technologies in Texas because it is easier to get "free-trading paper" through Rule 504 distributions in Texas.
28. In order to issue the 600 million Greyfield Oregon shares, Doherty and the Virginia man passed a board resolution authorizing the issuance of up to 20 billion shares. They authorized the 20 billion shares mistakenly believing that if they or others owned more than 10% of Greyfield Oregon's securities they would have to report their holdings to the Commission.
B. Doherty and the Man from Virginia Procured a Legal Opinion Authorizing the Sale of Greyfield Oregon Shares to Gold Technologies
29.
Sometime prior to April 22,2005, the Virginia man contacted an attorney in New York and requested a legal opinion be prepared in connection with the subscription agreement. Fiessel paid for the legal opinion. On April 22, the attorney issued a legal opinion advising the transfer agent that it could issue the Greyfield Oregon shares without a restrictive legend subject to a series of conditions, including compliance with the U.S. securities laws and the securities laws of the State of Texas. The attorney dealt primarily with Doherty in connection with the legal opinion.
30.
The legal opinion also stated that the new shares "may be freely traded except by affiliates of [Greyfield Oregon or Gold Technologies.] However, it has been represented by [Greyfield Oregon] and [Gold Technologies] that the shares are being purchased for 'Investment Purposes' only." Fiessel, however, had no intention of purchasing the Greyfield Oregon shares for "investment purposes." Despite the clear
8
conditions in the legal opinion, Fiessel instructed Doherty to distribute millions of the shares to various accounts (including accounts Fiessel controlled or had trading authority over). Those accounts then promptly began selling the shares.
3 1. In addition, upon receiving the 600 million Greyfield Oregon shares, Gold Technologies became the overwhelming majority owner of the company. As such, Gold Technologies became an affiliate of Greyfield Oregon and, even by the standards of Greyfield Oregon's own legal opinion, was not in a position to freely resell the Greyfield Oregon stock.
32. Finally, the legal opinion stated that, "[Gold Technologies] and [Greyfield Oregon] have represented that such offerings and sales were not a part of any plan to evade any otherwise applicable registration provisions of the Act." In fact, Fiessel and Doherty were absolutely engaged in a plan to evade the registration provisions of the Securities Act.
C. Doherty and Fiessel Directed the Transfer Agent to Issue Greyfield Oregon Shares to Other Accounts Controlled by Fiessel
33. After Gold Technologies and Greyfield Oregon executed the Subscription Agreement, Fiessel instructed Doherty to distribute the new shares to various persons and entities, including Fiessel and the man from Jersey. Accordingly, Doherty drafted instructions for the transfer agent to issue the new shares. On April 27, 2005, Fiessel and Doherty requested the issuance of 4 15 million unrestricted shares. Thereafter, on May 1 1 and 18,2005, Fiessel and Doherty requested additional issuances for a combined total of approximately 477 million unrestricted shares.
34. Fiessel deposited 147 million of the Greyfield Oregon shares into brokerage
accounts he opened for himself in the names of Gold Technologies and Gold 9
Technologies, Ltd. Fiessel claimed that he received the Greyfield Oregon shares as payment for organizing the funding of AAA Finance and the Autorama.
35. Fiessel also deposited at least 155 million of the Greyfield Oregon shares into nine U.S. brokerage accounts owned by the Jersey man and that man's wife. Fiessel had trading authority over at least three of the nine accounts.
D. Fiessel and Doherty Directed the Transfer Agent to Issue Greyfield Oregon Shares to Stock Promoters
36. Fiessel instructed Doherty to issue Greyfield Oregon shares to several stock promoters as part of a plan to promote and sell Greyfield Oregon stock on the Internet and to their clients. Fiessel then had Doherty instruct the transfer agent to issue stock owned by Gold Technologies to these promoters.
37. Email communications between various stock promoters and Fiessel provide
a clear picture of Fiessel's intent to manipulate the stock price of Greyfield Oregon. On
May 11, 2005, one promoter wrote to Fiessel:
...im not sure if we have the fire power to shoot out both your deal and SVMI.. .if you saw SVMI it traded up 30% over a million in movement.. .we will go (FULL GO) on your deal next week! I promise you will not be disappointed.
38. On May 16, 2005, another promoter wrote to Fiessel:
We sent out our C-list on GRYF last night and we just wanted to let you know. Hope we see some good movement and start seeing this one move in the right direction so that when we bring the A list on, it really will take off.
39. On May 18,2005, the same promoter emailed Fiessel requesting that Greyfield Oregon help supplement their effort by putting out some press releases:
With the low volume today on GRYF we really need a boost in volume over the next couple of days in order to not send off too many red flags when the program starts, so if we can put out some news to create a good audience over the next few days thats [sic] would be beneficial.
40. Fiessel continued to work with the stock promoters throughout at least May
and June 2005. On June 26,2005 another promoter wrote to Fiessel requesting 185,000
shares and noting:
A few things: we are taking a hard look at where the "start" point should be. Traditionally, a .70 start price on a r/s is not "typically" a good thing but we will chum a few shares to see where it lands and start from there {on any future papering, make it .lo-.20)
41.
In the same email, this promoter explained to Fiessel that the people working for him were "worried about the 504 thing a little," but then reassured Fiessel that these "rookies in the promo game .. . don't know much about papering but they sure know how to work a stock!"
42.
These emails, and others like them, show that Fiessel was involved in a scheme that included exaggerated and misleading information from the company and several stock promoters selling the scheme to unwary investors. All the while, Fiessel was dumping millions of shares on the market.
111. Greyfield Oregon Conditioned the Market with False and Misleading Information and Fiessel Profited by Selling Greyfield Oregon Shares
A. Greyfield Oregon Made Misleading and Exaggerated Claims in Greyfield Oregon Press Releases and the Autorama Website
43. Shortly after the newly issued Greyfield Oregon shares were distributed, the company began issuing a series of almost daily press releases concerning its automobile business. Doherty and the Virginia man drafted the press releases together and on
occasion discussed them with the operator of the Autorarna. Doherty and the man from Virginia were both contact persons on the Business Wire account, and Doherty used his credit card to pay for the services. Fiessel was also aware of the press releases as they were issued. Many of the statements put out in the press releases were at best exaggerations and at worst outright misrepresentations.
44.
For instance, a May 6 press release stated that "Canadian Autorama is managed by the prolific Mr. Dennis Hewins and his seasoned manugement team." (Emphasis added). However, Hewins was the sole person managing the Autorama at the time this statement was made. A May 20 press release stated that the Autorama "was quickly becoming the largest dealership in [western] Canada." However, Doherty knew that the Autorama was not even the largest dealership in the small town in which it was located. And according to Hewins himself, the Autorama was not becoming the largest automobile dealership anywhere in Canada.
45.
Many of the same exaggerations and misrepresentations found in the company's press releases were also posted on the Greyfield Oregon website "www.theautorama.com". The Virginia man operated this website from northern Virginia.
46.
An Internet service provider receipt shows that Fiessel paid for domain registration services for the autorama.com website with his own credit card. Meanwhile, Doherty provided the text used on the website, and anything that had to go on the website was approved by him before it was published.
B. Doherty Made False Statements on an Investor Bulletin Board
47.
Sometime prior to May 23,2005, the Virginia man instructed Doherty to open an account at a website called "Investorhub.com," an online forum for investors. The alleged purpose for opening the account was to provide information to Greyfield Oregon investors. Doherty proceeded to post information about Greyfield Oregon on the Investorhub website under the name "greyfieldprez."
48.
On May 23, 2005, Doherty posted a message on 1nvestorhub.com stating, "[olur outstanding shares is [sic] now 65 million.. .." This statement was not true. Indeed, Doherty had recently instructed Greyfield Oregon's transfer agent to issue 600 million unrestricted shares. Many investors would not be interested in buying, or holding onto, Greyfield Oregon stock if they were aware that Fiessel was sitting on and/or selling almost ten times the amount of stock the company claimed existed.
C. Fiessel Traded in Greyfield Oregon Shares for Himself and for the Jersey Couple
49.
On May 6,2005, Greyfield Oregon shares began trading at $0.04. On May 16, the shares reached a high of $0.05 on trading volume of 2,140,9 1 1. From May 6 to July 26, Fiessel sold more Greyfield Oregon shares than any other market participant. Fiessel sold approximately 76,188,684 shares of Greyfield Oregon stock through three different U.S. brokerage accounts, and his profit from these trades totals approximately $1 12,433.
50.
In addition, on a number of occasions Fiessel sold millions of Greyfield Oregon shares on the same day as, or the day following, a positive Greyfield Oregon
press release. Some of Fiessel's most profitable transactions followed this model of selling immediately after positive news was released by the company.
5 1. From May 6 to July 26, accounts in the names of the Jersey couple sold the next largest amount of Greyfield Oregon stock. The couple from Jersey sold approximately 60,670,000 shares of Greyfield stock through certain U.S. brokerage accounts, and their profits from these trades total approximately $61,179. As stated above, Fiessel has complete discretion over some of the Jersey couple's brokerage accounts, and he was responsible for all of their trading in Greyfield Oregon stock.
52. Fiessel planned to gain control of a publicly traded company, issue himself and the Jersey couple free trading shares and then sell them quickly into a market manipulated by himself and his associates.
D. Fiessel Paid Doherty for Participating in the Greyfield Promotion
53.
Although Doherty did not sell any Greyfield Oregon stock, between 2004 and 2005, he was paid thousands of dollars by the man from Jersey through an account controlled by Fiessel. Doherty and Fiessel began regular communication by email, telephone and in person concerning what eventually became Greyfield Oregon as early as October 2004. From October 2004 through May 2005, Doherty was paid $26,125.40. In fact, Doherty received his payments from the same account to which Fiessel later sent the proceeds of the Jersey man's Greyfield Oregon stock sales.
54.
Although Doherty characterized this money as loans for living expenses, they were in fact Doherty's payment for participation in the scheme. Whenever he told Fiessel he needed money, Doherty would receive a check or wire from the Jersey man's account.
14
55. In fact, Doherty admitted that he received these monies in lieu of being paid as a director of Greyfield Oregon. These facts establish that Doherty was paid $26,125.40 for his participation in the Greyfield promotion.
IV. Doherty's and Fiessel's Scheme Begins to Unravel but They Continue to Make False and Misleading Statements in Order to Defraud Investors
A. Doherty Resigns and is Replaced by Bell
56.
In the middle of June 2005, after discussions with Fiessel and the man from Virginia, Doherty resigned. On June 30, 2005, Doherty drafted a resignation letter and delivered it to the transfer agent. Notwithstanding his resignation, Doherty continued to perform official acts on behalf of the company.
57.
Fiessel suggested that a woman named Ms. Bell replace Doherty as the president of Greyfield Oregon. Doherty had never met Bell and only knew that she was somehow connected to Fiessel. Bell is the 29 year old step-daughter of Fiessel.
58.
In April 2005, Fiessel told Bell he needed her signature in order to make a signature stamp. Without asking her step-father any questions, Bell gave Fiessel a copy of her signature and heard nothing more about it. Bell was not aware that she was ever appointed the president or a director of Greyfield Oregon, and she never accepted either position. Fiessel provided Doherty and others with the Bell signature stamp.
59.
Hewins was also unaware that Bell was made the president of Greyfield Oregon. Upon hearing about Bell being named president, Hewins asked Fiessel what qualifications she had to hold that position. Fiessel replied:
We need a figurehead. She has no power, no stock, anything. We just need a figurehead. Anybody can be president.
Fiessel admitted that Bell was "just a fill in, a substitute name for somebody to be president."
B. Complaints about the Misappropriation of Greyfield and the Suspension of Trading in GRYF stock
60.
As trading volume surged in Greyfield Oregon, the original shareholders of Greyfield Nevada realized that the volume was inconsistent with the number of shares originally outstanding. On July 20,2005, counsel for Greyfield Nevada contacted the Commission to report that his clients were the real owners of Greyfield Capital, Inc. and that the company's trading symbol had been misappropriated by Greyfield Oregon. The transfer agent confirmed that this was the case.
61.
After speaking with counsel to Greyfield Nevada, the staff contacted the BCSC and informed it of alleged Greyfield Oregon activities in British Columbia. On or around July 22,2005, BCSC regulators commenced an inquiry into Greyfield Oregon and attempted to contact Fiessel and Doherty. Soon thereafter, Fiessel asked Doherty to draft a written sales contract between Greyfield Oregon and the Autorama and to back date that contract to April 18, 2005, a date that preceded Greyfield Oregon's press release announcing the acquisition of the Autorama.
62.
Over the next few days, the staff and the BCSC uncovered sufficient facts to recommend that the Commission suspend trading in GRYF. On July 27,2005, the Commission announced the temporary suspension of trading in the securities of Greyfield Capital, Inc.
C. Greyfield Oregon Posts a Misleading Response to the Commission's Trading Suspension on the Internet
63.
In response to the Commission's trading suspension, Greyfield Oregon issued a press release a day later stating that it had "responded with full disclosure documentation." The July 28,2005 press release stated that the documentation was available on the company's website and contained an Internet link that forwarded readers to a document containing information on Greyfield Oregon and the Autorama.
64. One of the documents on the website purported to provide the information
necessary to comply with Rule 15c2- 1 1 of the Exchange Act (the "1 5c2-I 1 Document").
Under "Item XI" of the 15c2- 1 1 Document it stated:
Ms. O'Bell is president and a director of the company. Ms. O'Bell is an experienced businesswoman who has been involved directlylindirectly with the management of public companies of the past five years. Ms. Bell brings valuable insight and management experience to the company.
Prior to the commencement of this assignment Ms. Bell has
assisted a number of start up companies. Duties included
all administration and filings for these new companies.
Fiessel and Doherty were aware that these statements were placed on Greyfield Oregon's
website.
65.
These statements are not true. As noted above, Bell was not even aware that she was appointed the president or a director of Greyfield Oregon, and she never accepted either position. Bell also did not have any experience working with public companies and she has never "assisted a number of start up companies.' In addition, the 15~2-11Document certified that the information contained therein was true and purported to be signed by Bell. Bell, however, did not sign the 15c2-11 Document.
66.
The website also included a document purporting to show Doherty appointing Bell as president and director of Greyfield Oregon and another document allegedly showing her accepting such appointments. Bell had never seen these documents, and she did not sign the document accepting the appointments. There were other documents posted on the website falsely purporting to be signed by Bell as well.
67.
In addition to all of the above, Doherty posted copies of the unauthorized Pilling resignation and appointment letters on the company's website. As mentioned above, Fiessel had provided Doherty the signature stamps used to sign the Pilling and Bell documents that were filed with the 1.5~2-11 information. As a result, Fiessel is also responsible for the false 1.5~2-11 Document that Doherty posted.
68.
These actions taken in response to the Commission's trading suspension are particularly troubling. By stating in its press release that Greyfield Oregon was responding "with full disclosure," Greyfield Oregon, Fiessel and Doherty should have corrected any false information and taken steps to stop any misconduct. Instead the company responded directly to the Commission's announcement with more false information.
FIRST CLAIM FOR RELIEF Violations of Exchange Act Section 10(b) and Exchange Act Rule lob-5
69. Paragraphs 1 through 68 are re-alleged and incorporated herein by reference.
70. As described above, defendants Fiessel and Doherty by use of means or instrumentalities of interstate commerce or of the mails: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices, or courses of business that operated or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.
71.
Defendants Fiessel and Doherty knew or were reckless in not knowing of the facts and circumstances described above.
72.
By reason of the foregoing, defendants Fiessel and Doherty each violated Exchange Act Section 10(b) [15 U.S.C. 5 78j(b)] and Exchange Act Rule lob-5 [17
C.F.R. 5 240.1Ob-51.
SECOND CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)(l)
73. Paragraphs 1 through 72 are re-alleged and incorporated herein by reference.
74.
As described above, defendants Fiessel and Doherty, in the offer or sale of securities, by use of means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly employed devices, schemes or artifices to defraud.
75.
Defendants Fiessel and Doherty acted knowingly or recklessly in not knowing, with respect to the facts and circumstances described above.
76.
By reason of the foregoing, defendants Fiessel and Doherty each violated Securities Act Section 17(a)(l) [15 U.S.C. 5 77q(a)(1)].
THIRD CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)(2) and (3)
77.
Paragraphs 1 through 76 are re-alleged and incorporated herein by reference.
78.
As described above, defendants Fiessel and Doherty, in the offer or sale of
securities, by use of means or instruments of transportation or communication in 19
interstate commerce or by use of the mails, directly or indirectly: (a) obtained money or property by means of untrue statements of a material fact or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and/or (b) engaged in transactions, practices, or courses of business that operated or would operate as a fraud or deceit upon the purchaser.
79.
Defendants Fiessel and Doherty acted knowingly, recklessly in not knowing, or negligently with respect to the facts and circumstances described above.
80.
By reason of the foregoing, defendants Fiessel and Doherty each violated Securities Act Sections 17(a)(2) and (3) [15 U.S.C. 8 77q(a)(2) and (3)].
FOURTH CLAIM FOR RELIEF
Violations of Securities Act Sections 5(a) and 5(c)
81. Paragraphs 1 through 80 are re-alleged and incorporated herein by reference.
82.
As described above, defendants Fiessel and Doherty, directly or indirectly, singly or in concert with others: (a) without a registration statement in effect as to the securities, (i) made use of the means or instruments of transportation or communication or the mails to sell such securities through the use or medium of a prospectus or otherwise, or (ii) carried or caused to be carried through the mails, or in interstate commerce, by any means or instruments of transportation, such securities for the purpose of sale or for delivery after sale; and (b) made use of the means or instruments oi' transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of a prospectus or otherwise securities for which a registration statement had not been filed as to such securities.
83.
By reason of the foregoing, defendants Fiessel and Doherty have violated and, unless enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. $4 77e(a) and 77e(c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a judgment:
I. Finding that each of the defendants committed the violations alleged above;
11.
A. Permanently enjoining defendant Fiessel from further violations of Section 17(a) of the Securities Act [15 U.S.C. $5 77q(a)], Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. $5 77e(a) and 77e(c)] and Section 10(b) of the Exchange Act [15 U.S.C. 5 78j(b)] and Exchange Act Rule lob-5 [17 C.F.R. $ 240.10b-51 thereunder;
B. Permanently enjoining defendant Doherty from further violations of Section 17(a) of the Securities Act [15 U.S.C. $5 77q(a)], Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. $5 77e(a) and 77e(c)] and Section 10(b) of the Exchange Act 115 U.S.C. $ 78j(b)] and Exchange Act Rule lob-5 [17 C.F.R. $240.10b-51 thereunder;
111.
Permanently barring defendants Fiessel and Doherty from participation in any offering of penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any penny stock. Exchange Act Section 15(b)(6)(A) [15 U.S.C. $ 78c (b)(6)(A)];
IV.
Permanently barring defendants Fiessel and Doherty from acting as an officer or director of any issuer having a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. 5 7811 or that is required to file reports pursuant to Section 15(d) of the Exchange Act [I 5 U.S.C. 5 78o(d)].
v.
Ordering defendants Fiessel and Doherty to provide an accounting and to disgorge any ill-gotten gains and/or unjust enrichment realized by each of them, plus prejudgment interest thereon;
VI.
Ordering defendants Fiessel and Doherty to pay appropriate civil monetary penalties pursuant to Securities Act Section 20(d) [15 U.S.C. §77t(d)] and Exchange Act Section 21(d) [15 U.S.C. 5 78u(d)(3)];
VII.
Retaining jurisdiction over this action to implement and carry out the terms of all orders and decrees that may be entered; and
VIII.
Granting such other relief as the Court deems just or appropriate.
Plaintiff demands a trial by jury.
Respectfully submitted,
Erica Y. ~ildarns(Bar No. 43303) Kenneth J. Guido (Trial Counsel) Peter H. Bresnan
C. Joshua Felker Samuel J. Draddy Matthew L. Skidmore
Counsel for Plaintiff Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Tel: (202) 551 -4450 (Williams) Fax: (202) 55 1-9246 (Fax) E-mail: williamse@sec.gov
GRYF... another hijacked Nevada company...
SEC and British Columbia Securities Commission Charge Two Canadians With Greyfield Stock Manipulation
Case Involves Illegal Takeover and Manipulation of Pink Sheet Company
FOR IMMEDIATE RELEASE
2006-187
Washington, D.C., Nov. 8, 2006 - The Securities and Exchange Commission and the British Columbia Securities Commission (BCSC) today simultaneously announced settled cases against British Columbia residents Mervin Fiessel, 61, and Robert Doherty, 42, in a market manipulation scheme involving a Nevada company, Greyfield Capital, Inc., and a British Columbia car dealership called the Autorama that was falsely touted as "quickly becoming the largest dealership in [Western] Canada." Greyfield traded under the symbol GRYF on the U.S. over-the-counter market and was quoted on the pink sheets.
Linda Thomsen, Director of the SEC's Enforcement Division, said, "Working in coordination with authorities in British Columbia and Canada, the SEC will do its utmost to shut down cross-border manipulations through trading suspensions and decisive, coordinated action."
Ethiopis Tafara, the Director of the Commission's Office of International Affairs, said, "We are extremely pleased that the SEC and the BCSC were able to simultaneously file complementary actions in this matter. The ability of the SEC and BCSC to work closely and cooperatively together reinforces our mutual commitment to ensuring that borders cannot be used by perpetrators of securities fraud to escape detection and prosecution. The resolution of this matter illustrates the value, indeed the growing necessity, of international enforcement assistance in today's global marketplace."
The complaint alleges the following.
1. Fiessel, Doherty and others (either collectively or individually, the Greyfield Promoters) misappropriated Greyfield and its trading symbol GRYF through a series of unauthorized corporate actions, reincorporated the company in Oregon, and claimed that Greyfield (Oregon) had acquired the Autorama. As a result, the original shareholders of Greyfield complained that the identity of their company had been stolen.
2. The Greyfield Promoters then improperly issued hundreds of millions of new shares of Greyfield and conditioned the market with false and misleading publicity about Greyfield, its management and the Autorama.
3. Almost immediately thereafter, Fiessel and others began selling tens of millions of Greyfield shares.
On July 27, 2005, the Commission issued an Order suspending trading in Greyfield common stock for ten days because of, among other things, questions as to whether the company was validly reorganized as an Oregon company, the identity of its officers and directors, and whether there had been inaccurate statements about what line of business it was in. See Release No. 34-52127 (July 27, 2005).
Without admitting or denying the allegations in the complaint, Fiessel and Doherty consented to injunctions against future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933; officer and director bars; and penny stock bars. Fiessel also consented to liability for disgorgement of $147,486.60 plus prejudgment interest of $7,634. Doherty consented to liability for disgorgement of $26,125.40. Doherty's obligation to pay prejudgment interest of $1,626.32 was waived and no penalty was imposed based on his sworn Statement of Financial Condition.
The BCSC simultaneously announced settlements with Fiessel and Doherty pursuant to which Fiessel also agreed to pay an additional monetary sanction of Cdn.$144,445 to the BCSC. See www.bcsc.bc.ca/news.aspx. The BCSC did not impose a monetary sanction on Doherty based on his sworn Statement of Financial Condition. The BCSC imposed additional non-monetary sanctions on the two British Columbia residents.
The Commission wishes to thank the Jersey Financial Services Commission and the BCSC for their assistance in this ongoing investigation.
The Commission has published guidance for investors concerning investments in microcap stocks. See: http://www.sec.gov/investor/pubs/microcapstock.htm.
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For further information, contact:
C. Joshua Felker
Assistant Director
SEC Division of Enforcement
(202) 551-4960
Additional materials: Litigation Release 19902; Complaint
http://www.sec.gov/news/press/2006/2006-187.htm