Violations of Section 17(a) of the Securities Act (Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello)
68. Paragraphs 1 - 67 are hereby incorporated by reference.
69. Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello knowingly or recklessly, directly or indirectly, in the offer and sale of securities, by the use of any means or instruments of transportation or communication in interstate commerce, or by the use of the mails:
a. employed devices, schemes or artifices to defraud;
b. obtained money or property by means ofany untrue statements of material fact, or have omitted to state material facts necessary in order to make the statements made, in light ofthe circumstances under which there were made, not misleading; and/or
c. engaged in transactions, practices, or courses ofbusiness which operated or would operate as a fraud or deceit upon the purchasers of securities.
70. By engaging in the foregoing conduct, Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello violated, and unless restrained and enjoined will continue to violate, Section 17(a) ofthe Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM
Violations of Exchange Act Section lO(b) and Rule lOb-5 Thereunder (Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello)
71. Paragraphs 1 - 70 are hereby incorporated by reference.
72. Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello knowingly or recklessly, in connection with the purchase or sale of securities, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of a national securities exchange:
a. employed devices, schemes or artifices to defraud;
b. made untrue statements ofmaterial fact, or omitted to state material facts necessary in order to make the statements made,in light of the circumstances under which there were made, not misleading; and/or
c. engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon any person in connection with the purchase or sale of any security.
73. By engaging in the foregoing conduct, Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Michaud, and Riviello violated, and unless restrained and enjoined will continue to violate, Section 10(b) ofthe Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.l0b-5], thereunder.
THIRD CLAIM
Violations of Sections 5ea) and ec) of the Securities Act (Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Riviello, and Rosengard)
74. Paragraphs 1 -73 are hereby incorporated by reference.
75. As described above, Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Riviello, and Rosengard directly or indirectly, by the use ofthe means or instruments of transportation or communication in interstate commerce or by the use of the mails: (a) without a registration statement in effect as to the securities, sold such securities through the use or medium ofa prospectus or otherwise, or carried or caused to be carried such securities for the purpose of sale or for delivery after sale; or (b) offered to sell or offered to buy through the use or medium ofa prospectus or otherwise securities as to which a registration statement had not been filed.
76. By engaging in the conduct described above, Defendants Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, Riviello and Rosengard violated, and unless restrained and enjoined will continue to violate, Sections 5(a) and (c) of the Securities Act [15 U.S.C. § 77e(a) & (c)].
FOURTH CLAIM
Violations of Exchange Act Section 13(d) and Rules 13d-l and 13d-2 Thereunder (Defendants Dynkowski and Brown)
77. Paragraphs 1- 76 are hereby incorporated by reference.
78. The common stock ofAsia Global at all relevant times was registered pursuant to Section 12 ofthe Exchange Act [15 U.S.C. § 781].
79. Pursuant to Section 13(d) ofthe Exchange Act [15 U.S.C. § 78m(d)] and Rules 13d-l and 13d-2 [17 C.F.R. §§ 240.13d-l and 240.13d-2], persons who are directly or indirectly the beneficial owners of more than five percent ofthe outstanding shares of a class of voting equity securities registered under the Exchange Act are required to file a Schedule 13D within ten days of the date in which their ownership exceeds five percent" and to notify the issuer and the Commission of any material increases or decreases in the percentage ofbeneficial ownership by filing an amended Schedille 13D. The Schedule 13D filing requirement applies both to individuals and to two or more persons who act as a group for the purpose of acquiring, holding or disposing of securities of an issuer. _
80. As described above, Defendants Brown and Dynkowski at all relevant times acted as a group, for purposes of Exchange Act Section 13(d) and the Schedule 13D filing requirement, in acquiring, beneficially owning, and then disposing of more than five percent of Asia Global's common stock. Brown and Dynkowski together beneficially owned all of the Asia Global shares held in nominee accounts at AlS because they each had the power to dispose of these shares.
81. Accordingly, Brown and Dynkowski were each under an obligation to file with the Commission true and accurate reports with respect to their ownership and subsequent sales ofthe Asia Global shares, pursuant to Section 13(d) ofthe Exchange Act [l5 USC § 78m(d)]and Rules 13d and 13d-2[17C;F.R. §§ 240;13d-land 240. 13d-2]. Neither Brown nor Dynkowski did so.
82. By reason of the foregoing, Defendants Brown and Dynkowski violated, and unless restrained and enjoined will continue to violate, Section 13(d) of the Exchange Act [15 U.S.C. § 78m(d)] and Rules 13d-l and 13d-2 [17 C.F.R. §§ 240.13d-l and 240. 13d-2].
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