SEC wins ban by default against Boock
2010-04-06 14:36 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 won a penny stock ban and yet-to-be-determined financial penalties against Irwin Boock, the Ontario man who is facing civil fraud charges for hijacking the identities of 43 public companies. The decision is a victory by default, as Mr. Boock, 55, failed to answer the charges.
The order also includes one of Mr. Boock's co-defendants, Stanton DeFreitas, 33, of Toronto. The SEC said Mr. DeFreitas transferred $2.2-million in proceeds from the scheme to a bank in Toronto. (All figures are in U.S. dollars.) As with Mr. Boock, he failed to answer the case, and is facing a penny stock ban and financial penalties that the judge will determine.
SEC's complaint
On Sept. 29, 2009, the SEC filed a civil fraud complaint against Mr. Boock, Mr. DeFreitas and others in the Southern District of New York. The regulator said the men ran a four-year scheme in which they hijacked the identities of inactive public companies, and then sold them as shells. In addition to Mr. Boock, the defendants were Jason Wong, 32, of Markham, Ont., and two Houston lawyers, Roger L. Shoss, 64, and Nicolette D. Loisel, 52. Also named was Select American Transfer, a transfer agency that Mr. Boock, Mr. DeFrietas and Mr. Wong ran.
The scheme, which began in November, 2003, targeted inactive companies that still traded, but lacked a current transfer agent or contact person. The SEC said Mr. Boock or one of the others scanned the pink sheets website, searching for companies that met their criteria. Once they identified a target, they contacted the appropriate secretary of state, and reactivated the company using false names and addresses.
In some instances, they found that the secretary of state had declared the company void. In these cases, they incorporated a new company with the same name, and used that new entity to assume the identity of the old one, the complaint stated. The new company would then roll back at a fairly high ratio, typically 1:1,000, and would change its name and obtain a new Cusip number and trading symbol, the SEC claimed.
The next step in the scheme, as described by the SEC, was to obtain free-trading shares in the companies. To accomplish this, the men hired the two Houston lawyers, Mr. Shoss and Ms. Loisel, to draft bogus opinion letters. The letters purported to rely on a Rule 504 exemption, which is normally only available to accredited investors who do not plan to sell the stock. Using these letters, the men obtained 223 million free-trading shares in 19 of the companies, the SEC said. According to the complaint, Ms. Loisel also prepared fraudulent transfer agent verification forms. She received $455,000 for her services.
The complaint did not state exactly how much money all of the defendants made. With Mr. Boock, the SEC said he received $267,625 in 2007 by selling shares of five of the hijacked companies through a Florida brokerage account. With Mr. DeFreitas, the SEC said he held shares of 30 of the hijacked stocks through offshore companies. He sold those shares through New Jersey brokerage Franklin Ross, and directed the brokerage to transfer $2.2-million of the proceeds to a Toronto bank account.
The SEC sought appropriate civil penalties and disgorgement orders, as well as penny stock bans.
SEC halt
The SEC halted 26 of the stocks that Mr. Boock and the others hijacked on March 13, 2008, citing questions about their status as publicly traded companies. The regulator released little other information until it filed the lawsuit 18 months later.
The companies produced from the hijacked shells included Paramount Gold and Silver Corp., a Toronto Stock Exchange company. Another was World Hockey Association Corp., the Surrey-based pink sheets listing that ran a junior hockey league. The others 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., 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., Reality Racing Inc., Regal Technologies Inc., Remington Ventures Inc., Straight Up Brands Inc., UDS Group Inc., Uptrend Corp. and WW Energy Inc.
Other defendants
Unlike Mr. Boock and Mr. DeFreitas, two of the other defendants have responded to the case. Mr. Wong unsuccessfully sought to have the charges dismissed on the grounds that he was simply a software developer at Select American Transfer. The SEC argued that he had a far greater role, which included submitting false documents to the Cusip Bureau in Manhattan. The judge agreed that there were sufficient grounds to see the case against him through to trial. Ms. Loisel is also trying to have the charges dropped. The others have yet to respond to the suit.
For Mr. Boock, the hijacking case is not the first regulatory action he has faced. In September, 2000, the SEC sued him for falsely claiming that PricewaterhouseCoopers had audited a company's financial results. He settled that case in November, 2002, agreeing to pay $429,619 in disgorgement and penalties. He did not admit to any wrongdoing.
