The SEC won't have to look far, MRES was on their radar in 2008.
SEC files case against company touted by text messages
2008-10-27 16:36 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission Also Street Wire (U-MRES) M45 Mining and Resources Inc
by Mike Caswell
The U.S. Securities and Exchange Commission has both filed and settled a civil suit against M45 Mining and Resources Inc., a Montreal-based junior miner, and its Nevada promoter, Eden Miller. The SEC says Mr. Miller sent millions of text messages to cellphones touting the stock. He then sold one million shares, grossing $259,260.
The SEC filed the complaint on Oct. 23, 2008, in United States District Court in Nevada. It names as defendants M45 Resources and Mr. Miller, 34. The SEC says Mr. Miller runs a stock promotion business called I-Vest Global Corp. from Las Vegas.
According to the suit, M45 hired I-Vest on April 3, 2007, to do investor relations work. The agreement stated that I-Vest was to do electronic public relations, including text message campaigns. In return, the company agreed to pay I-Vest one million free-trading shares, the SEC says.
The shares were allegedly issued under a Form S-8 filed with the SEC on April 5, 2007. The problem, as the SEC sees it, is that shares issued under Form S-8 registrations can only be given to people who provide bona fide services, and cannot be issued to promoters.
The SEC says Mr. Miller began touting the company about a month after receiving his stock. He first profiled it on his website, www.ivestglobalcorp.com, describing it as an "Emerging Mining Company," according to the suit.
He allegedly said it had a "comprehensive knowledge of Northern Quebec" and it was involved in exploring for zinc, silver, copper, nickel, gold and uranium. The SEC says he failed to disclose that I-Vest had received one million shares.
Mr. Miller than launched a text message campaign, the SEC says. On May 4, May 7 and May 29, 2008, he sent messages reading, "M45 MINING INC (MRES OTC.BB) ANNOUNCES PLANS TO FINANCING DRILLING ON MINES NEAR PERSEVERANCE ZINC MINES!" the suit states.
Like the website, the message failed to disclose that Mr. Miller's company received one million shares for touting the stock, the SEC says.
According to the suit, the message was sent to 2.4 million cellphone numbers. Automatic filtering by providers eliminated many of the messages, but thousands still made it through.
On May 7, 2007, Mr. Miller began selling his shares, the SEC says. Over the next four months, he sold one million shares, grossing $259,260. He allegedly kept about half of the money and transferred the rest to an unidentified associate.The SEC sought disgorgement of profits from Mr. Miller and orders preventing future violations by Mr. Miller and M45.
To settle the SEC's allegations, Mr. Miller agreed to pay $129,630 in disgorgement, plus $7,162 in interest. He and the company agreed to a court order enjoining them from future violations of the U.S. Securities Act.
Neither defendant admitted to any wrongdoing.
M45 Mining
The SEC has not made any allegations against M45 Mining's management. According to regulatory filings, the company's chief executive officer is Andrea Cortellazzi, a Montreal businessman.
In an Oct. 16, 2008, news release, Mr. Cortellazzi announced his "possibleresignation."
The stock, which traded between 20 and 60 cents in 2007, closed Friday at three cents.
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