U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20598 / May 23, 2008
Securities and Exchange Commission v. Global Development & Environmental Resources, Inc., (U.S. District Court for the Middle District of Florida, Civil Action No.8:08-CV-993-T-27-MAP filed May 22, 2008)
SEC Charges Six In Connection With Pump-and-Dump Scheme and Fraudulent Private Offering and Settles Fraud Charges With Attorney
The Securities and Exchange Commission today charged Global Development & Environmental Resources, Inc., Darko S. Mrakuzic, Dante M. Panella, Anthony M. Cimini Sr., and Philip Prichard with securities fraud for their participation in a fraudulent scheme to evade registration requirements and engaging in a "pump and dump" stock manipulation scheme. The Commission also settled fraud charges against California-based securities attorney, Carmine J. Bua, who authored a fraudulent legal opinion, which authorized the issuance of purportedly unrestricted Global shares. Further, the Commission charged defendants Prichard and Pietro Cimino with conducting a fraudulent private offering of Global stock.
The Commission's complaint, filed in the United States District Court for the Middle District of Florida, alleges that from June through August 2005, defendants engaged in a complex scheme to evade the registration requirements by obtaining a fraudulently backdated convertible promissory note, using a forged assignment to assign the note to three foreign entities and then converting the note into unrestricted Global shares. The complaint alleges that defendant Bua drafted the assignment and legal opinion letter authorizing the issuance of unrestricted shares, despite possessing information which undermined the validity of the note and its subsequent assignment.
The complaint further alleges that the defendants then engaged in a "pump-and-dump" scheme by arranging for Global to issue numerous press releases that contained false and misleading information relating to Global's purported clients, pending contracts and revenue projections. According to the complaint, at least one entity defendant Mrakuzic controlled sold illegally issued Global shares into an artificially inflated market generating profits of approximately $1.2 million. In addition, defendant Panella sold illegally issued Global shares for profits of nearly $1.1 million.
The complaint also alleges that during July 2005, defendants Global, Prichard, and Cimino conducted a private offering of Global stock and provided investors with offering materials containing many of the same false and misleading statements contained in the press releases. According to the complaint, Global raised approximately $2.1 million through the offering, the majority of which Prichard and Cimino misappropriated for personal use.
The Commission's complaint charges: Global with violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 thereunder; Prichard and Cimino with violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; Mrakuzic and Panella with violating Section 5(a) and 5(c) of the Securities Act and Section 10(b) and Rule 10b-5 thereunder; and Cimini and Bua with violating Section 5(a) and 5(c) of the Securities Act and aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. In its complaint, the Commission seeks permanent injunctions, disgorgement, prejudgment interest, civil penalties, penny stock bars, and officer and director bars against Prichard, Cimino and Cimini.
Upon the filing of the Commission's complaint, and without admitting or denying the allegations in the complaint, Bua consented to the entry of a final judgment permanently enjoining him from violating Section 5 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and to a penny stock bar. Bua has agreed to pay disgorgement and civil penalties in an amount to be determined at a later date.
The SEC acknowledges the assistance of the British Columbia Securities Commission with this investigation.