Just to help you focus your eyes on the meat of the matter.
You Briner boys never cease to surprise me. Is your defense going to be that English is not your native language?
In its complaint, the SEC alleges the intermediary investment companies, some of which the agency alleges were controlled by Offill, improperly evaded registration by claiming that they intended to purchase the shares for "investment purposes" and that they had no intention to sell the shares. But, the complaint states, "these companies were not long-term investors" and instead Offill and his co-defendants arranged for "the quick transfer of the vast majority of shares to Peter Fisher, his family, his investment company or his business associates." Fisher, the SEC alleges, then subsequently sold a large number of shares to the public without disclosure of any important information about the company.
The SEC complaint alleges that the company did not disclose its unsuccessful business operations and its faltering finances and instead dispatched misleading press releases touting the company's economic prospects.
In the complaint, the SEC claims Offill and others violated §§5(a) and 5(c) of the Securities Act of 1933 for the unregistered offer and sale of securities.
The SEC seeks to bar Offill from participating in any future penny stock offerings and seeks a judgment requiring him to pay civil penalties for his alleged violations of securities laws.