Wednesday, September 30, 2009 12:48:01 PM
40. Hochstedler received $500,000 from K&L on June 8, 2009; he received an additional $700,000 from a company controlled by Carnes on June 25, 2009. As of July 6, 2009, Enzyme has processed two conversion requests and issued about 200 million additional shares of Enzyme stock to Signature Worldwide and K&L Since these conversions reduced the $2.3 million debt by a mere $165,000, over $2 million in "debt" remains for possible conversion to discounted Enzyme stock.
COUNT II
DEFENDANTS' OFFER AND SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5(a) AND 5(c) OF THE SECURITIES ACT
(Against Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler)
50. Paragraphs 1 through 44 are re-alleged and incorporated by reference.
51. Defendants Enzyme Environmental Solutions, Inc. and Jared E. Hochstedler, directly or indirectly, made use of means or instruments of transportation or communication in interstate commerce or of the mails to sell securities through the use or medium of any prospectus or otherwise as to which no registration statement was in effect; or made use 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 had been filed.
52. The shares of Enzyme that the aforementioned defendants offered and sold are "securities" as that term is defined in Section 2(a)(1) of the Securities Act.
53. By reason of the foregoing, each of the aforementioned defendants violated and, unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of the Securities Act.
54. Each defendant was a necessary participant or a substantial factor in the aforementioned unregistered offerings. Hochstedler signed the agreements on Enzyme's behalf, directed its transfer agent to issue conversion stock to K&L and Signature Worldwide, and controlled the bank accounts that received payments.
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