SEC v. Peter W. Fisher, N. Tyler Fisher, David B. Stocker, Phillip W. Offill, Jr., and Collective Thought Holdings, Inc., Case No. 2:07-CV-12552 (E.D. Mich. filed June 14, 2007)
Litigation Release No. 20154 / June 14, 2007
SEC v. Peter W. Fisher, N. Tyler Fisher, David B. Stocker, Phillip W. Offill, Jr., and Collective Thought Holdings, Inc., Case No. 2:07-CV-12552 (E.D. Mich. filed June 14, 2007) SEC Charges Securities Attorneys in Penny Stock Scam
The Securities and Exchange Commission today filed suit against the principals of a micro-cap technology company as well as two securities lawyers for their role in an illegal "pump and dump" scheme. The Commission alleges that Arizona attorney David B. Stocker and Texas attorney Phillip W. Offill, Jr. assisted Michigan-based AVL Global, Inc., in a scheme to dump millions of shares of AVL Global stock into the marketplace without any public disclosure of the company's failing operations. In the same action, the Commission also charged Peter W. Fisher and his son, N. Tyler Fisher, the principals behind AVL Global, for their roles in the scheme.
According to the Commission's complaint, filed in the United States District Court for the Eastern District of Michigan, the defendants devised a scheme to deliver millions of AVL Global shares to Peter Fisher -- an Ontario resident with a criminal record who secretly controlled the company through his son -- as well as various family members, business associates and stock promoters. The Commission alleges that, in late 2005, Peter Fisher and Tyler Fisher then caused AVL Global to issue a series of misleading press releases that touted the company's business prospects when, in reality, AVL Global had essentially abandoned its business and ceased operations. Peter Fisher, who controlled the vast majority of the company's stock, dumped his shares and netted approximately $160,000.
The Commission further alleges that Stocker and Offill arranged a series of sham transactions that helped the company avoid registering the stock sales with the Commission and disclosing to the public AVL Global's true financial position. According to the complaint, the defendants caused AVL Global to issue approximately 15 million shares of stock to bogus investment companies controlled by Offill or Stocker. Stocker falsely claimed that these companies had purchased the stock for "investment purposes" and thus the sales were exempt from registration; however, within days of the supposed investments, the Stocker and Offill entities transferred all the stock to Peter Fisher and his associates, who could then commence dumping the stock into the market.
The Commission's complaint alleges that the defendants violated the registration provisions of the federal securities laws (Section 5 of the Securities Act of 1933), and that Peter and Tyler Fisher violated the antifraud provisions as well (Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder). In its complaint, the Commission seeks some or all of the following relief against each of the defendants: injunctive relief, disgorgement of ill-gotten gains plus prejudgment interest, civil monetary penalties, and a bar from participating in penny stock offerings and from serving as an officer or director of a publicly-traded company.
Without admitting or denying the allegations, AVL Global president Tyler Fisher, of Ontario, Canada, agreed to settle the charges against him. Tyler Fisher agreed to pay a $25,000 civil penalty and consented to an order barring him from serving as an officer or director of a publicly-traded company and from participating in penny stock offerings for five years.
For additional information, see Litigation Release No. 19305 (July 18, 2005).
SEC v. David B. Stocker and Carrera Capital, Inc., Civil Action No. 2:08-CV-1475 (D. Arizona)
DISTRICT OF ARIZONA (Phoenix Division) CIVIL DOCKET FOR CASE #: 2:08-cv-01475-FJM Securities and Exchange Commission v. Stocker et al Assigned to: Judge Frederick J Martone Cause: 15:77 Securities Fraud Date Filed: 08/11/2008 Jury Demand: None Nature of Suit: 850 Securities/Commodities Jurisdiction: U.S. Government Plaintiff
Plaintiff Securities and Exchange Commission represented by Leslie J Hughes US Securities & Exchange Commission 1801 California St Ste 1500 Denver , CO 80202 303-844-1086 Fax: 303-844-1068 Email: hugheslj@sec.gov LEAD ATTORNEY ATTORNEY TO BE NOTICED
V. Defendant David B Stocker
Defendant Carrera Capital, Inc.
Date Filed # Docket Text
09/02/2008 5 WAIVER OF SERVICE Returned Executed by David B Stocker. David B Stocker waiver sent on 8/14/2008. (Hughes, Leslie) (Entered: 09/02/2008)
09/02/2008 4 WAIVER OF SERVICE Returned Executed by Securities and Exchange Commission. Carrera Capital, Inc. waiver sent on 8/14/2008. (Hughes, Leslie) (Entered: 09/02/2008)
08/12/2008 3 Summons Issued as to David B Stocker, and Carrera Capital, Inc. (Attachments: # 1 Summons Carrera Capital, Inc.)(HLA)*** IMPORTANT: You must select "Document and stamps" or "Document and comments" on the print screen in order for the court seal to appear on the summons you print. (Entered: 08/12/2008)
08/12/2008 2 Notice re Magistrate Consent Form. (HLA) (Entered: 08/12/2008)
08/11/2008 This case has been assigned to the Honorable Frederick J. Martone. All future pleadings or documents should bear the correct case number: CIV-08-1475-PHX-FJM. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry. (HLA) (Entered: 08/12/2008)
SEC v. David B. Stocker and Carrera Capital, Inc., Civil Action No. 2:08-CV-1475 (D. Arizona)
Litigation Release No. 20681 / August 12, 2008
SEC v. David B. Stocker and Carrera Capital, Inc., Civil Action No. 2:08-CV-1475 (D. Arizona)
On August 11, 2008, the United States Securities and Exchange Commission filed a civil complaint against David B. Stocker, a Phoenix, Arizona attorney, and his wholly-owned corporation, Carrera Capital, Inc. The Commission's complaint alleges that Stocker perpetrated multiple instances of corporate identity theft. Beginning in early 2006, Stocker allegedly found several companies whose stock had once traded in the public markets, but that had become defunct corporations and were no longer operating. When he found such a company, he allegedly incorporated a new company under the same name in the same State and, using his authority to act for the new company, purported to act on behalf of the old company. Specifically, Stocker allegedly caused stock in the old companies to be exchanged for stock in the new companies under the false pretense that the old company was undergoing a reverse stock split. Stocker then allegedly caused the new companies to issue large blocks of stock to Carrera Capital, Inc., or to other persons, such that he or the other persons typically held 99% of the stock in the new companies. Through this scheme, Stocker was allegedly able to gain control of public shells without having to pay for them or otherwise deal with their former control persons. The Commission alleges that Stocker profited from the scheme by selling the shells for cash payments.
Because an exchange of stock under false pretenses took place, fraud occurred in the offer or sale and in connection with the purchase or sale of a security. The Commission thus alleges that Stocker violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The issuance of stock in the new companies to the shareholders of the old companies also allegedly constituted an unregistered distribution of stock in violation of Sections 5(a) and (c) of the Securities Act of 1933, and the Commission charges the defendants with violating these provisions.
The Commission's complaint seeks permanent injunctions, orders to provide an accounting, disgorgement plus prejudgment interest, third tier civil penalties, and penny stock bars against each defendant.
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