An interesting tidbit? Unregistered shares?
SECURITIES AND BUSINESS INVESTMENTS DIVISION
Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued
On December 17, 2012, the Banking Commissioner issued an Order to Cease and Desist, Order to make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CRF-12-7892-S) against Stead-Fast Custom Linings, LLC (“Linings”) of East Haven, Connecticut; Steadfast Holdings Group, Inc. (“Holdings”) f/k/a Beere Financial Group, Inc., a Nevada corporation now known as Scorpex, Inc.; John Calash and Susan Calash of Madison, Connecticut, majority owners of Linings; and Christopher Borgo of Boca Raton, Florida.
The action alleged that John Calash and Susan Calash devised a plan in January 2007 to convert Linings into a public company that traded on the Pink Sheets; that during the summer of 2007, John Calash, with the assistance of Christopher Borgo, sold unregistered membership interests in Linings to at least one investor; that John Calash merged Linings into Beere Financial Group, Inc., a Nevada shell corporation trading on the Pink Sheets; and that in September 2007, John Calash renamed the merged entity Steadfast Holdings Group Inc. and then sold $767,500 in unregistered Holdings shares to investors in a
private placement. The shares are currently worthless. The action also alleged that 1) from February 2008 through April 2011, John Calash and Susan Calash, in their capacities as President and Secretary of Holdings, issued themselves thousands of shares of Holdings, which had the effect of diluting the value of the outstanding shares of Holdings; 2) John and Susan Calash eventually sold their controlling interest in Holdings in April 2011 for a profit of approximately $200,000.
The action further alleged that 1) Linings, Holdings, John Calash and Christopher Borgo offered and sold unregistered securities in violation of Section 36b-16 of the Act; 2) John Calash and Christopher Borgo violated Section 36b-6(a) of the Act by transacting business as unregistered agents of issuer; 3) Linings and Holdings violated Section 36b-6(b) of the Act by engaging unregistered agents of issuer; and 4) John Calash, Susan Calash, Linings and Holdings violated the antifraud provisions in Section 36b-4(a) of the Act by failing to make adequate risk disclosures to prospective investors and, in the case of John Calash and Susan Calash, failing to disclose the dilutive effect their actions had on investor securities holdings.
Each of the respondents was afforded an opportunity to request a hearing on the Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine.
Dated: Wednesday, December 26, 2012
Howard F. Pitkin
Banking Commissioner
Connecticut
Beere Financial Group and Banx and Green tie it to Norman J. Birmingham and Rick Papaleo.
