SEC Charges Nevada Microcap Issuer and Individuals with Unregistered, Fraudulent Offering
Litigation Release No. 24241 / August 21, 2018
Securities and Exchange Commission v. Intertech Solutions, Inc., William Scott Marshall, David Michael Naylor, and West Port Energy LLC, No. 2:18-cv-01566 (D. Nev. filed Aug. 20, 2018)
The Securities and Exchange Commission has charged a corporation and its principals with conducting a multi-million dollar offering fraud.
The SEC alleges that Nevada-based microcap issuer Intertech Solutions, Inc., which purports to be a project finance and management company for mining operations, William Scott Marshall, and David Naylor raised over $7 million from hundreds of investors throughout the United States and Canada. According to the SEC, Intertech, Marshall, and Naylor misled investors about the value of Intertech's gold mine interest, Intertech's timeframe for generating revenue, and commission payments Intertech made to securities solicitors. The complaint also alleges that, at Marshall's direction, Intertech hired numerous individuals to engage in cold-call solicitations of investors. Finally, Marshall and Naylor allegedly stole hundreds of thousands of dollars in investor funds, which they used to pay for personal expenses such as such as gym memberships, resort stays, personal medical expenses, and a car Marshall exclusively used.
The SEC's complaint, filed in federal court in Nevada, charges Intertech, Marshall, and Naylor with violations of the securities registration provisions of Sections 5(a) and (c) of the Securities Act of 1933 and the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The complaint also charges Intertech and Marshall with aiding and abetting violations of the broker registration provisions of Section 15(a)(1) of the Exchange Act. Without admitting or denying the SEC's allegations, Intertech, Marshall, Naylor, and relief defendant West Port Energy LLC, a company formed by Marshall and which allegedly received proceeds of the fraud, have agreed to disgorge nearly $7.4 million in proceeds from the alleged fraud, and Marshall and Naylor have agreed to pay civil penalties of $184,767 and $92,383, respectively. Intertech, Marshall, and Naylor have also agreed to permanent injunctions, and Marshall and Naylor have agreed to conduct-based injunctions and permanent officer-and-director and penny-stock bars. The settlement is subject to court approval.
The SEC's investigation was conducted by Laurie Abbott, James Thibodeau, and Kenji Kawa, was assisted by Trial Counsel Amy Oliver, and was supervised by Regional Director Daniel Wadley of the Salt Lake Regional Office.
The SEC's Office of Investor Education and Advocacy has issued an Investor Alert to encourage investors to check the background of anyone selling or offering them an investment using the free and simple search tool on Investor.gov.