UNITED STATES OF AMERICA
In the Matter of
David B. Gosse,
|ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS, MAKING FINDINGS, AND IMPOSING A CEASE-AND-DESIST ORDER|
The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against David B. Gosse ("Gosse").
In anticipation of the institution of these administrative proceedings, Gosse has submitted an Offer of Settlement ("Offer"), which the 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, and without admitting or denying the findings herein, except that Gosse admits jurisdiction of the Commission over him and over the subject matter of these proceedings, Gosse has consented to the entry of this Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order ("Order").
On the basis of this Order and the Offer submitted by Gosse, the Commission finds1 that:
A. Status Wines of Tuscany, Inc. f/k/a Portalzone.com, Inc. ("Portalzone") is a Nevada corporation. In early March 2000, the company's common stock commenced quotation on the National Quotation Bureau's Pink Sheets. Between August 1999 and May 2000, Portalzone issued a series of press releases claiming it had developed a proprietary Internet search engine. The company had no assets and was in the developmental stage at the end of its fiscal year ended January 31, 2000. In June 2000, Portalzone's articles of incorporation were amended to change its name to Status Wines of Tuscany, Inc., purportedly with a related change in its business activities.
B. David B. Gosse ("Gosse"), age 28, is a Nevada resident. Between approximately March and July 2000, Gosse held himself out as Portalzone's president and oversaw its day-to-day operations. Gosse created its Internet website, www.Portalzone.com. Gosse modified the website in December 2000 but has had no other role with the company since July 2000. Gosse has not otherwise been an officer or director of any publicly held company.
C. Portalzone issued five fraudulent press releases on March 6, March 31, April 14, May 2, and July 21, 2000. A promoter drafted and issued all of the releases. After Gosse became Portalzone's de facto president, the promoter informed Gosse about the releases shortly after their issuance.
D. Gosse contemporaneously posted links to the releases on Portalzone's website, and caused the website to display the dates and headlines of the releases. In addition, Gosse reviewed two of the press releases prior to their issuance. In the spring and summer of 2000, Gosse voiced objections to the promoter about some of the information contained in the releases. Nevertheless, Gosse continued to link the releases to the Portalzone website, and took no corrective action until December 2000, when he removed the links from the website.
E. The press releases stated that Portalzone possessed an Internet search engine with a proprietary algorithm, i.e., a sequence of steps that a computer must go through to accomplish a specific task. The March 6, 2000 press release further stated that Portalzone's "programmers" had been working for several months to develop such an algorithm. Moreover, the March 31, April 14 and May 2, 2000 press releases stated that the search engine was being adapted to work on wireless handheld devices, and "beta" testing of the search engine was "continuing" or would start soon. Finally, the March 31, 2000 press release stated that Portalzone "continues to make significant strides in the development of the new software programming that will provide new state of the art technology to TV and Internet viewers."
F. All of these statements were false. Portalzone possessed no algorithm, employed no programmers and was dependent on the promoter for funding development of the search engine. Year after year, the promoter had been making unfulfilled promises to Gosse to provide such funding. Portalzone never possessed, and took no meaningful steps to develop, the claimed software.
G. Portalzone's April 14, 2000 press release stated that Portalzone had "revenue sources," including "software development contracts, website advertising, software licensing fees, private labeling of the search engine algorithm, and merchandise partnerships to resell hot products through the portal." This statement was false because Portalzone had no revenue sources.
H. Portalzone's July 21, 2000 press release claimed that another corporation had purchased certain of Portalzone's assets and technology. This statement was false since no such asset transfer took place and Gosse retained control of Portalzone's assets.
I. The same press release further stated that Portalzone "expect[ed] to file a Registration statement [sic] with regulatory authorities in early August 2000." This statement lacked a reasonable basis since Portalzone did not have the financial means to file a registration statement. To date, no such registration statement has been filed with the Commission.
J. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, 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 transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the sellers and purchasers of Portalzone securities. Respondent violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by disseminating false and misleading information regarding Portalzone's product, financial condition, transactions with third parties and anticipated filings with the Commission. Gosse knew or was reckless in not knowing that these statements were false and misleading.
In view of the foregoing, the Commission deems it appropriate to accept the Offer submitted by Gosse.
Accordingly, IT IS ORDERED that pursuant to Section 21 C of the Exchange Act that Respondent cease and desist from committing or causing any violation and any future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
By the Commission.
Jonathan G. Katz
|1||The findings herein are made pursuant to the Offer of Settlement of Gosse and are not binding on any other person or entity in this or any other proceeding.|
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