UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE
COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 44439 / June 18, 2001
ADMINISTRATIVE PROCEEDING
File No. 3-10511
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In the Matter of
TRANS-GLOBAL HOLDINGS, INC. Respondents
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ORDER INSTITUTING CEASE- AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING A CEASE-AND- DESIST ORDER |
I.
The Securities and Exchange Commission ("Commission") deems it appropriate to institute public cease-and-desist proceedings against Trans-Global Holdings, Inc. ("Trans-Global") and Jacques Verhaak ("Verhaak") pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of these proceedings, Respondents Trans-Global and Verhaak submitted an Offer of Settlement which the Securities and Exchange Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, the Respondents consent to the entry of the findings and imposition of the cease-and desist order ("Order") set forth below, without admitting or denying the findings of this Order, except that they admit the jurisdiction of the Commission over each of them and over the subject matter of these proceedings.
II.
On the basis of this Order and the Offers submitted by Trans-Global and Verhaak, the Commission finds that:
A. Trans-Global Holdings, Inc., located in Des Plaines, Illinois was incorporated in Nevada in 1996. During 1999, the company was purportedly involved in a program to develop and sell time-share communities. At all times relevant, Trans-Global's common stock was quoted on the OTC Bulletin Board (a service of The NASDAQ Stock Market, Inc.). On January 10, 2000, Trans-Global filed a registration statement with the Commission and is required to file periodic reports on Forms 10-Q and 10-K.
B. Jacques Verhaak, age 55 and a resident of Memphis, Tennessee, is currently the president of Trans-Global. However, during all times relevant to these proceedings, he was one of two directors of the company.
C. At the beginning of March 1999, Trans-Global's stock was trading at $0.50 per share. In March 1999, Trans-Global and Verhaak engaged a company to sell 1,666,666 shares of Trans-Global stock at $3.00 per share in a private placement to raise $5 million for business operations. As part of a plan to increase investors' interest in, and the price of its stock, Trans-Global began issuing a series of press releases about the company in May 1999.
D. In May 1999, Trans-Global hired Anthony DiMarco ("DiMarco"), also known as Bruce Gorcyca, and his company, The Globus Group, Inc. of Miami, Florida to promote the company.
E. DiMarco prepared two press releases for Trans-Global. On June 1, 1999, Trans-Global issued the first press release prepared by DiMarco stating that Trans-Global's board of directors had voted to pursue a $4 million acquisition of television advertising time. This press release was false and misleading because Verhaak and the other Trans-Global director had not voted to pursue the purchase of television advertising time, and had not obtained even basic information about who was selling the television advertising time or upon which television stations the time was available.
F. On June 7, 1999, Trans-Global issued the second press release prepared by DiMarco stating that Trans-Global had received a $5 million financing offer from an east coast investment banking firm. This press release was also false and misleading because the financing offer was from DiMarco's company, The Globus Group, which was not an investment banking firm and did not have the assets available to make such a loan.
G. Trans-Global and Verhaak were reckless in issuing the two DiMarco press releases because they took no action to confirm the accuracy of these press releases before issuing them to the public.
H. On June 3, 1999, Trans-Global issued a press release stating that its board of directors had voted to acquire the Sun Raye River Estates for $3 million. Verhaak provided information for preparation of this press release and reviewed the press release before it was distributed to the public. This press release was false and misleading for several reasons. Trans-Global had signed an agreement on March 31, 1999 to purchase Sun Raye River Estates, real estate located in Florida, in exchange for 276,666 Trans-Global shares valued at $3.00 per share or for total consideration of $829,998, rather than the $3 million represented in the press release. Additionally, Trans-Global and Verhaak failed to disclose that the contract was null and void as of June 3, 1999, because Trans-Global was not able to obtain a guarantee of its stock price at $3.00 per share before the closing date for the contract on April 30, 1999.
I. Both Verhaak and the other director had read the contract before issuance of this press release, and they knew the contract provided that Trans-Global was to issue 276,666 shares with a total value of $829,998 to acquire the Sun Raye River Estates rather than the $3 million stated in the press release. The knowledge of Verhaak and the other director are imputed to Trans-Global. The acts and knowledge of Trans-Global's directors are imputed to the company. Beck v. Deloitte & Touche, 144 F.3d 732, 736 (11th Cir. 1998); U.S. v. Jocleyn, 206 F.3d 144, 158-159 (1st Cir. 2000).
J. On June 10, 1999, Trans-Global issued a press release stating that it had entered into an agreement to acquire "Murphy Island," and issued a second press release on June 14, 1995 stating that the board of directors had authorized acquiring Murphy Island for $6 million. Verhaak provided information for the preparation of these press releases, and reviewed these press releases before they were distributed. These press releases were false and misleading because Trans-Global had no written agreement to purchase Murphy Island. Although Trans-Global's director had discussed with the owners of Murphy Island acquiring the property for approximately $1 million worth of stock, they had not discussed acquiring the property for the $6 million of stock represented in the press release.
K. Trans-Global and Verhaak knew or were reckless in not knowing that these press releases were false or materially misleading.
L. Section 10(b) of the Exchange Act and Rule 10b-5 prohibit persons from, directly or indirectly, in connection with the purchase or sale of securities by use of any means or instrumentality of interstate commerce or of the mails, employing any device, scheme or artifice to defraud; making any untrue statement of a material fact or omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the sellers and purchasers of securities. Trans-Global and Verhaak violated Section 10(b) of the Exchange Act and Rule 10b-5 by issuing these five press releases with false and misleading statements about its acquisition of assets, loan arrangements, and purchases of real estate.
III.
In view of the foregoing, the Commission finds that it is appropriate to accept the Offers of Settlement submitted by Trans-Global and Verhaak.
Accordingly, IT IS ORDERED pursuant to Section 21C of the Exchange Act that:
Trans-Global and Verhaak cease and desist from committing or causing any violations or any future violations of Section 10(b) of the Exchange Act and Rule 10b-5.
By the Commission.
Jonathan G. Katz
Secretary