Alcar Chemicals Group, Inc. (fka ALCX)

[ThurstonHowellThe3rd]

Here are the culprits... Alcar was among the companies hijacked:

http://www.stockwatch.com/newsit/newsit_newsit.aspx?bid=Z-C:*SEC-1648871&symbol=*SEC&news_region=C

"The hijackings all followed the same pattern, the SEC says. Mr. Boock or one of the other men began by searching the pink sheets website for suitable candidates. They sought inactive companies that still traded, but lacked current information, such as a transfer agent or contact person. The point was to identify companies with former management that was unlikely to challenge the hijacking..."


"The companies allegedly hijacked were: ... Alcar Chemicals Group Inc.,..."


SEC files hijacking suit against Boock


2009-10-05 14:24 ET - Street Wire

Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
Also Street Wire (C-PZG) Paramount Gold and Silver Corp
Also Street Wire (U-WHKA) World Hockey Association Corp (2)


by Mike Caswell

The U.S. Securities and Exchange Commission has filed civil fraud charges against Toronto resident Irwin Boock, for hijacking the identities of 43 companies. The SEC claims that Mr. Boock and others filed false paperwork that allowed them to take control of inactive public companies, and then sold those companies as shells.

The complaint comes 18 months after the SEC halted 26 companies that had been formed from those shells. The halt notice, dated March 13, 2008, listed one of the stocks as Paramount Gold and Silver Corp., a Toronto Stock Exchange listing that traded at $2.05. Another was World Hockey Association Corp., a Surrey-based pink sheets listing that claimed to be running a small hockey league.

Both companies resumed trading 10 business days after the halt. The SEC did not release any further information on this peculiar enterprise until now.

SEC's complaint

The complaint, filed on Sept. 29, 2009, in the Southern District of New York, identifies the defendants as Mr. Boock, 55; Jason Wong, 32, of Markham, Ont.; Stanton B.J. DeFreitas, 33, of Toronto; and two Houston lawyers, Roger L. Shoss, 64, and Nicolette D. Loisel, 52. According to the complaint, the men ran the hijacking scheme from November, 2003, through at least mid-2007.

The hijackings all followed the same pattern, the SEC says. Mr. Boock or one of the other men began by searching the pink sheets website for suitable candidates. They sought inactive companies that still traded, but lacked current information, such as a transfer agent or contact person. The point was to identify companies with former management that was unlikely to challenge the hijacking.

Once they identified a suitable target, they filed the necessary paperwork with the state where the company was incorporated, seeking to reactivate it, the complaint states. They provided false contact names and used post office boxes for addresses, according to the complaint. If they found that the secretary of state had declared the corporation void, then they would simply incorporate a new company in the same name, the SEC says. The new company would assume the identity of the void one. They then rolled back the company (typically 1:1,000), changed its name, and obtained a new Cusip number and trading symbol, the complaint states.

With about half the companies, Mr. Boock hired Mr. Shoss and Ms. Loisel to prepare the paperwork and sell the shells, the SEC says. Ms. Loisel knowingly prepared fraudulent transfer agent verification forms, which represented that the inactive companies could be revived, according to the complaint. She received $455,000 for her services, the SEC says. (All figures are in U.S. dollars.)

Mr. Shoss and Ms. Loisel also drafted 28 bogus opinion letters, authorizing the issuance of 223 million unrestricted, free-trading shares in 19 of the companies, the complaint states. The letters claimed exemptions from registration under Rule 504, stating that the company was issuing the stock only to accredited investors residing in Texas. The problem, according to the complaint, is that the recipients of the stock were private companies that had been incorporated solely for the purpose of acting as conduits for distributing the stock.

The complaint does not state how much money Mr. Boock made, although it does attribute some gains to him. It says he received $267,625 in 2007 by selling shares of five hijacked companies through a Florida brokerage account.

The SEC provides more details for Mr. DeFreitas's gains. It says he held shares in 30 of the hijacked stocks through 48 offshore companies. The SEC claims he sold those shares through an account at a New Jersey brokerage, Franklin Ross. He then directed the transfer of $2.2-million in proceeds to a bank account in Toronto.

The complaint also states that Mr. DeFreitas duped Franklin Ross into paying him commissions on his own trades. He convinced the brokerage to designate him as an associated person, which would allow him to refer clients to the firm and to receive a commission on each trade, the SEC says. He then referred his own offshore companies, and received commissions on those companies' trades.

The SEC is seeking appropriate civil penalties and disgorgement orders, as well as penny stock bans, against all defendants. It is also seeking orders banning Mr. Boock and Mr. Wong from acting as officers or directors of any company.

The companies allegedly hijacked were: Advanced Growing Systems Inc., PCC Group Inc., AEI Transportation Holdings, Alcar Chemicals Group Inc., Asia Telecom Ltd., Bicoastal Communications Inc., China ADnet Enterprises Inc., Innolife Pharma Inc., International Energy Ltd., KSW Industries Inc., LeaseSmart Inc., Level Vision Electronics Ltd., Lotta Energy Acquisition Corp., Magellan Energy Ltd., Marinas International Inc., Microlink Solutions Inc., NutriOne Corp., Packaged Home Solutions, Natural Medicines Ltd., United Environmental Energy Corp., VShield Software Corp., World Hockey Association Corp., Aerofoam Metals Inc., Andros Island Development Corp., Asante Networks Inc., Brekford Communications Inc., Cavico Corp., Complete Care Medical Inc., El Alacran Gold Mining Corp., Extreme Fitness Inc., Gaming Transactions Inc., Interage Ltd., Life Exchange Inc., Motion Picture Group, Mvive Inc., Paramount Gold and Silver Corp., Reality Racing Inc., Regal Technologies Inc., Remington Ventures Inc., Straight Up Brands Inc., UDS Group Inc., Uptrend Corp. and WW Energy Inc.

The hijacking case is not the first time the SEC has sued Mr. Boock. On Nov. 22, 2002, he agreed to pay $429,619 in disgorgement and penalties for the Leah Industries Inc. fraud. In that case, the SEC claimed that Mr. Boock disseminated news releases falsely claiming that PricewaterhouseCoopers had audited Leah's third quarter financial results, when it had not. He subsequently sold 540,000 shares, generating proceeds of $323,443. The SEC says Mr. Boock has not paid the fine.