Day Tradexchange Inc. (SYNJ)

[Dragonwing]

SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21632 / August 25, 2010

Securities and Exchange Commission v. K&L International Enterprises, Inc., et al., Case No. 6:09-cv-1638-Orl-31KRS (M.D. Fla.)

SEC OBTAINS JUDGMENTS AGAINST STOCK DISTRIBUTORS STEPHEN CARNES, LAWRENCE POWALISZ AND THEIR COMPANIES

The Securities and Exchange Commission announced today that on May 17 and August 17, the Honorable Gregory A. Presnell of the United States District Court for the Middle District of Florida entered Final Judgments against Stephen W. Carnes, Lawrence A. Powalisz, and their companies K&L International Enterprises, Inc., Signature Leisure, Inc., and Signature Worldwide Advisors, LLC. The Commission's complaint alleged that the defendants engaged in a scheme to evade the registration provisions of the federal securities laws by selling billions of shares of stock issued by microcap companies to the investing public without adhering to the registration requirements of Section 5 of the Securities Act of 1933. The defendants consented to entry of the Final Judgments without admitting or denying the allegations in the complaint.

The Final Judgments permanently enjoin the defendants from violating Sections 5(a) and (c) of the Securities Act, bar them for three years from participating in an offering of penny stock under Section 20(g) of the Securities Act, and require them to pay in installments within one year disgorgement, prejudgment interest, and civil penalties. Carnes agreed to pay disgorgement of $818,261, plus prejudgment interest, of which $716,904 is payable jointly and severally with Worldwide Advisors, and a civil penalty of $100,000. Worldwide Advisors agreed to pay disgorgement of $716,904, plus prejudgment interest, jointly and severally with Carnes, plus a civil penalty of $50,000. Signature Leisure agreed to pay disgorgement of $900,162, plus prejudgment interest, and a civil penalty of $50,000. Powalisz agreed to pay disgorgement of $3,748,563, plus prejudgment interest, jointly and severally with K&L International, and a civil penalty of $150,000. K&L International agreed to pay disgorgement of $6,242,049, plus prejudgment interest, of which $3,748,563 is payable jointly and severally with Powalisz, and a civil penalty of $150,000.

The Commission's case against the two remaining defendants, Jared E. Hochstedler, and his company, Enzyme Environmental Solutions, Inc., is still pending.

For additional information, see Litigation Release Nos. 21231 (September 30, 2009) and 21224 (September 28, 2009)

http://www.sec.gov/litigation/litreleases/2010/lr21632.htm

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Florida Profit Corporation
K&L INTERNATIONAL ENTERPRISES, INC.
State FL
Status ACTIVE

Registered Agent Name & Address
POWALISZ, LARRY A
1375 STATE RD 436
1005 CASSELBERRY FL 32707

Officer/Director Detail
Title P
POWALISZ, LARRY A
1375 STATE ROAD 436 #1005
CASSELBERRY FL 32707

http://tinyurl.com/3af89th


Florida Profit Corporation
WISCONSIN INVESTMENTS LLC
Date Filed 06/01/2009
State FL
Status ACTIVE

Principal Address
1375 STATE ROAD 436
CASSELBERRY FL 32707

Registered Agent Name & Address
POWALISZ, MARK R
1375 STATE ROAD 436
CASSELBERRY FL 32707 US

Manager/Member Detail
Title MGRM
POWALISZ, MARK R
1375 STATE ROAD 436
CASSELBERRY FL 32707

http://tinyurl.com/33oyf67

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Syndication, Inc.
Initial Company Information and Disclosure Statement
Company Information as of December 31, 2009

Item XIV Beneficial Owners
K&L International
6418 S. Howell Avenue
Oak Creek, WI 53154
Number of Shares-150,000,000

http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=21493

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State of Wisconsin
Department of Financial Institutions Corporate Records

KEVCO, INC.
Entity ID K023727
Registered Effective Date 11/12/1990
Status Date 10/25/2006
Entity Type Domestic Close Corporation

Registered Agent
KEVIN A POWALISZ
6418 SOUTH HOWELL AVE
OAK CREEK, WI 53154

Principal Office
6418 SOUTH HOWELL AVE
OAK CREEK, WI 53154

https://www.wdfi.org/apps/CorpSearch/Details.aspx?entityID=K023727&hash=1233771592&searchFunctionID=25a00aa3-2556-475b-aa7c-0b92171097d4&type=Simple&q=Kevco+Inc.


KEVCO INDUSTRIAL, LLC
Entity ID K039286
Registered Effective Date 07/31/2009
Status Date 07/31/2009

Registered Agent
KEVIN A. POWALISZ
6418 SOUTH HOWELL
OAK CREEK, WI 53154

https://www.wdfi.org/apps/CorpSearch/Details.aspx?entityID=K039286&hash=460062100&searchFunctionID=d76faad3-351b-44d4-b747-03448b5c404d&type=Simple&q=Kevco+Inc.

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Florida companies face SEC probe
South Florida Business Journal - by Paul Brinkmann
Date: Friday, September 25, 2009

The Securities and Exchange Commission is cracking down on a network of businesses that allegedly reaped about $7 million from illegal, unregistered stock sales.

In a complaint filed Thursday in federal court in Orlando, the SEC names three businessmen and three companies that operated in Florida and Indiana that allegedly sold unregistered stocks in what is called a wraparound agreement.

The defendants allegedly bought debt owed to officers at three other companies, converted the debt to stock ownership in those companies, and sold it at large profits in the form of unregistered securities.

One of the issuer companies, which are not named as defendants, is Weston-based Cross Atlantic Commodities

According to the suit, K&L International Enterprises, a Florida corporation based in Casselberry, northeast of downtown Orlando, paid Cross Atlantic about $226,704 and received 1.4 billion shares of its stock. Within six weeks, K&L resold those shares.

The suit also alleges that Signature Worldwide, a Minnesota company with a mailing address in Casselberry, paid Cross Atlantic about $31,210, and received 74 million shares of its stock.

Combined, the sales of shares equaled about 37 percent of Cross Atlantic’s publicly available shares.

Read more: Florida companies face SEC probe | South Florida Business Journal

http://www.bizjournals.com/southflorida/stories/2009/09/21/daily69.html?t=printable

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UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
K&L INTERNATIONAL ENTERPRISES, INC.,
SIGNATURE LEISURE, INC., SIGNATURE
WORLDWIDE ADVISORS, LLC, STEPHEN W.
CARNES, LAWRENCE A. POW ALISZ,
ENZYME ENVIRONMENTAL SOLUTIONS,
INC. and JARED E. HOCHSTEDLER,
Defendants.

Plaintiff United States Securities and Exchange Commission alleges as follows:

1. Defendants Stephen Carnes and Lawrence Powalisz, in collaboration with the other defendants, are selling billions of shares of stock in "microcap" companies to the investing public without adhering to the registration requirements of Section 5 of the Securities Act of 1933 ("Securities Act"). (Carnes, Powalisz and their companies, Signature Leisure, Inc., Signature Worldwide, Inc. and K&L International Enterprises, Inc., are collectively referred to in this complaint as the "Stock Distributor Defendants.")

2. The microcap companies include Defendant Enzyme Environmental Solutions, Inc., Revenge Designs, Inc., Cross Atlantic Commodities, Inc. and International Power Group, Ltd. (the "Issuer Companies"). The Issuer Companies each have stock listed on the "Pink Sheets" or the "Over-the-Counter" Bulletin Board. Each is controlled primarily by one person, with limited operational histories and minimal revenue.

3. The scheme involves a series of transactions between the Stock Distributor Defendants and the Issuer Companies with the same essential characteristics: First, the Stock Distributor Defendant either purports to lend money to an Issuer Company or the Issuer Company identifies a "debt" owed to its officer that it assigns to the Stock Distributor Defendant. Second, the Stock Distributor Defendant pays the Issuer Company or an affiliate of the company. Third, to reduce or eliminate the loan or the assigned debt, the Issuer Company issues shares of its stock to the Stock Distributor Defendant. Fourth, the Stock Distributor Defendant immediately dumps the shares into the public market. For all of the transactions described in this complaint, the Stock Distributor Defendant sold the Issuer Company's stock into the public market less than six months after it received such stock.

4. This scheme has proven extraordinarily lucrative for the Stock Distributor Defendants. In approximately two years, they have generated more than $7 million in illegal profits. Their stock distributions do not, however, adhere to the registration and public disclosure requirements of the federal securities laws. Because no registration statements were filed in conjunction with the issuance and resale of Issuer Company stock, prospective investors never received important information to which they were legally entitled before deciding whether to purchase an Issuer Company's stock - such as the company's audited financial statements, information about the management's business history, the dilution impact a distribution would have on existing shareholders, and a description of principal risks that could arise and affect the value of the company's shares.

5. The Commission brings this lawsuit to put an immediate halt to defendants' ongoing violations of the Securities Act, to prevent further harm to investors, and to seek disgorgement and civil penalties from defendants stemming from their violations of the federal securities laws.

DEFENDANTS
8. Stephen W. Carnes, age 45, is a resident of Apopka, Florida. He is the president, principal executive officer and principal accounting officer of Signature Leisure and the managing member of Signature Worldwide.

9. Signature Leisure, Inc. is a Colorado corporation with its principal place of business in Casselberry, Florida.

10. Signature Worldwide Advisors, LLC is a Minnesota limited liability company with a business address in Champlin, Minnesota and a mailing address in Casselberry, Florida.

11. Lawrence A. Powalisz, age 45, is a resident of Winter Park, Florida. Powalisz is the sole officer of K&L.

12. K&L International Enterprises, Inc. is a Florida corporation located in Casselberry, Florida. The company purports to be a direct marketing business primarily focusing on telemarketing services.

http://assets.bizjournals.com/cms_media/southflorida/pdf/K&L%20complaint.pdf