UNITED STATES DISTRICT COURT
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission ("SEC" or "Commission") alleges that:
1. The Commission brings this action to restrain and enjoin Defendants from continuing to violate the federal securities laws in connection with the ongoing, unregistered offering of securities issued by Defendant GetAnswers, Inc. ("GetAnswers" or "the company"), in the form of common stock ("stock" or "shares"). GetAnswers is purportedly in the business of operating an Internet "knowledge management service company." Since at least December 2000, GetAnswers and its principals, Defendants James Koenig ("Koenig") and Robert Cournoyer ("Cournoyer"), have raised approximately $6.3 million from investors nationwide, primarily physicians, through an in-house boiler room operation of unlicensed sales representatives. GetAnswers, through its offering materials and/or sales representatives, falsely tells investors, among other things, that GetAnswers' president and chief executive officer is experienced in successful Internet start-up company, and makes material misrepresentations about its purported affiliation with a college, the use of investor proceeds, the safety and profitability of an investment in the company and its compliance with all securities laws. Unless immediately restrained and enjoined, Defendants will continue to violate the federal securities laws and place investor funds at serious risk.
2. GetAnswers is a Delaware corporation, incorporated in May 2000, with principal offices located at 18305 Biscayne Blvd., Suite 212, Aventura, Florida 33160.
3. Koenig is 34 years old and resides in Miami Beach, Florida. Koenig is the chief executive officer and president of GetAnswers.
4. Cournoyer is 35 years old and resides in Miami, Florida. Cournoyer is GetAnswers' chief operating officer.
5. Relief Defendant OceanMark Consulting Group, Inc. ("OceanMark") is a Florida corporation, incorporated in October 2000, which is under the control of Cournoyer and whose principal place of business is the same as GetAnswers.
JURISDICTION AND VENUE
6. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and 22(a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. §§ 77t(b), 77t(d) and 77v(a); and Sections 21(d), 21(e), and 27 of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. §§ 78u(d), 78u(e) and 78aa.
7. This Court has personal jurisdiction over Defendants and venue is proper in the Southern District of Florida because many of Defendants' acts and transactions constituting violations of the Securities Act and the Exchange Act occurred in the Southern District of Florida. In addition, the principal offices of Defendant GetAnswers is located in the Southern District of Florida and Defendants Koenig and Cournoyer reside in the Southern District of Florida.
8. Defendants, directly and indirectly, have made use of the means and instrumentalities of interstate commerce, the means and instruments of transportation and communication in interstate commerce, and the mails, in connection with the acts, practices, and courses of business set forth in this Complaint.
THE FRAUDULENT SCHEME
I. GETANSWERS' UNREGISTERED OFFERING
9. GetAnswers operates an Internet knowledge management service company which claims to be developing an interactive Internet website for use by college and high school students.
10. Purportedly to fund the Internet website, Defendants have raised money from the general public, primarily physicians, by offering potential investors securities in the form of common stock. GetAnswers has been offering these securities from a date unknown, but from at least December 2000, and to date has raised at least $6.3 million from more than 180 investors located throughout the country. GetAnswers' stock is sold in $10,000 blocks at between $2 and $3 per share, depending on the tranch of shares being offered at the time.
11. GetAnswers solicits investors by operating an in-house boiler room staffed with unlicensed sales representatives. These unlicensed sales representatives are hired by GetAnswers and are paid through GetAnswers' checking accounts. GetAnswers initially solicits doctors by sending an unsolicited facsimile inviting them to join GetAnswers' "medical advisory board," and offering them compensation for answering medical questions submitted to GetAnswers' website. The "medical advisory board" is in reality primarily a ruse to create a list of doctors that sales representatives can later contact to pitch GetAnswers' stock.
12. Shortly after doctors join GetAnswers' medical advisory board ("board member"), a sales representative telephones the board member and offers to sell them GetAnswers' stock, which they state has been specifically reserved for board members. With respect to doctors who fail to respond to GetAnswers' offer to become a board member, sales representatives nevertheless follow up the facsimile with a telephone call offering to sell them GetAnswers' stock.
13. Sales representatives create a sense of urgency to induce doctors to invest quickly. GetAnswers' sales representatives falsely tell prospective investors that there is a limited amount of stock, that the amounts are "dwindling" or that prices are about to go up.
14. After the sales representative has introduced GetAnswers' investment opportunity, the company sends offering materials to the potential investor by overnight delivery. These materials include, among other things, a Private Placement Memorandum ("PPM") and various marketing materials. Thereafter, a GetAnswers' sales representative calls the potential investor, sometimes multiple times, to try and close the sale of GetAnswers' shares.
15. No registration statement has been filed or is in effect with the Commission in connection with the securities that GetAnswers are offering and selling. Moreover, GetAnswers does not require that its sales representatives be licensed.
II. MATERIAL MISREPRESENTATIONS AND OMISSIONS IN CONNECTION WITH THE OFFER AND SALE OF GETANSWERS' SECURITIES
16. In connection with the offer and sales of its stock, GetAnswers makes materially false and misleading statements in offering materials, on its website and through sales representatives about, among other things, Koenig's business background, GetAnswers' alliance/co-venture with a college, the use of investor proceeds, GetAnswers' operating expenses, Cournoyer's compensation, and GetAnswers' legal representation. These material misrepresentations and omissions, as set forth in further detail below, are made knowingly or with severe recklessness by and/or at the direction of Koenig and Cournoyer.
A. Misrepresentations and Omissions in the PPMs
i. Koenig's Business Background
17. GetAnswers has three versions of its PPM: one dated March 31, 2001 ("PPM 1"); one dated June 30, 2001 ("PPM 2"); and one dated July 31, 2002 ("PPM 3) (collectively referred to as "PPMs"). GetAnswers' PPMs represent to investors that it is "led by a management team experienced in successful start-ups..." and then specifically extols Koenig's experience in a successful Internet start-up. In particular, the PPMs state that:
While still attending business school at the University of Florida, Mr. James Koenig founded an Internet company (EZ Notes) that provides educational services to college students. Within one year of inception, Mr. Koenig had successfully developed the company to a national scalable model and secured $25 million of venture capital financing which led to a successful implementation of a national strategy (Allstudents.com) and then subsequent sale of the company to a subsidiary of a Fortune 500.
This information is false. EZ Notes was not founded by Koenig. In addition, Koenig never developed the company into a national scalable model, never secured $25 million in venture capital financing nor was the company sold to a subsidiary of a Fortune 500 company.
ii. Alliance/Co-Venture with a College
18. GetAnswers' PPM 2 and PPM 3 state that GetAnswers negotiated an "academic alliance" with a South Florida college ("the college") to provide 600 online courses on its website starting in the fall of 2001.
19. GetAnswers' website further states that it has finalized a "co-venture" with the college. Defendant Cournoyer states in an audio clip that was available on GetAnswers' website that GetAnswers was offering "over fifty accredited online classes through a joint venture with [the] college."
20. In contrast to these representations, GetAnswers has never negotiated an "academic alliance" with the college, nor has it finalized a "co-venture" with the college. Further, GetAnswers has never offered any accredited online classes on its website through a joint venture with the college.
iii. Use of Investor Proceeds
21. GetAnswers' PPMs falsely represent to investors that it will use investor proceeds to primarily fund development of its website. Specifically, GetAnswers' PPMs state:
The proceeds from capitalization efforts by the Company, of which this Offering is a part, will be primarily utilized to finance (i) renumerating nepo.com for incubation up to the date of this Offering; (ii) completing license agreements with technology companies that will provide key software for the web site; (iii) preparing office space; (iv) purchasing hardware and software required for preparing the web site; (v) the planning and implementation of the web site programming; (vi) launching and enhancing the web site; and (vii) reserves for acquiring supplementary technologies and companies that enhance the value of GetAnswers.
22. In addition, the PPMs represent that "…in the interest of preserving equity capital and shareholder wealth, the company will attempt whenever possible to limit the expenses so set forth in the 'Use of Proceeds' statement."
23. These representations are grossly false and misleading. In fact, the majority of investor funds have been used primarily to line the pockets of GetAnswers' management and employees, including the individual defendants. For example, the following chart shows, in part, how GetAnswers used some of the approximately $5.3 million raised through June 30, 2002:
When other GetAnswers' employees and managers wages are added, GetAnswers has used at least 45% of investor funds on purported "salaries" during this time period. In sum, over 54% of the investor funds raised through June 30, 2002 have been used to enrich GetAnswers' management and employees.
24. Contrary to GetAnswers' representations that it will "attempt whenever possible to limit" the expenses of the company, GetAnswers principals have used at least $60,000 to $80,000 in investor funds to purchase and maintain several luxury automobiles registered jointly in GetAnswers' and others names. Further, GetAnswers' credit card statements show numerous charges by GetAnswers' management for travel (to places such as Las Vegas, London and Barcelona), cash advances and expensive dinners.
iv. Operating Expenses
25. GetAnswers' PPMs also grossly understate its operating expenditures. All three of GetAnswers' PPMs contain a general ledger attachment for the period covering January 1, 2001 through March 31, 2001 ("Q1 2001"). In addition, GetAnswers' PPM 3 also has a general ledger attachment for the period covering October 1, 2001 through December 31, 2001 ("Q4 2001").
26. These written representations are blatantly false and misleading. As the following chart illustrates, GetAnswers has understated its expenditures for Q1 2001 by approximately 45%, and for Q4 2001 by approximately 25%:
v. Cournoyer's Compensation
27. GetAnswers' offering materials further mislead investors into believing that it is fiscally conservative with respect to its principals' salaries. These representations are false and misleading because at least Cournoyer was paid in excess of the PPMs reported salaries.
28. PPM 1 represents that Cournoyer will receive compensation of $55,000 in 2001. In reality, GetAnswers paid Cournoyer $507,809 in 2001, and an additional $25,450 to Cournoyer's corporation, OceanMark.
29. In GetAnswers' PPM 2, Cournoyer's salary was raised to $200,000 for 2001, yet this figure is still less than half of the money he received from GetAnswers in 2001. Further, PPM 2 continued to be sent to investors even after the representation about Cournoyer's compensation was historically false.
30. In PPM 3, Cournoyer's compensation for 2002 is also listed at $200,000, but by June 30, 2002, one month prior to PPM 3's date, Cournoyer had already been paid $420,844 by GetAnswers for the first six months of 2002, over $220,000 more than the compensation disclosed in the PPM for the entire year of 2002.
vi. Conflicts of Interest
31. GetAnswers' PPMs fail to disclose all of the company's conflicts of interest. Under a section in the PPMs titled "Conflicts of Interest" GetAnswers makes a series of disclosures regarding the ownership interest certain members of its management have in other corporations that do business with GetAnswers. However, the PPMs do not disclose that GetAnswers paid $45,000 to OceanMark, a corporation owned by Cournoyer, $245,000 to a corporation owned by its chief technology officer and $4,000 to a corporation jointly owned by its chairman of the board and its vice president of international relations.
B. Misrepresentations Made by Sales Representatives
32. In addition to the misrepresentations and omissions GetAnswers makes in its PPMs, GetAnswers' sales representatives make additional oral misrepresentations.
i. Availability of Stock
33. GetAnswers' sales representatives use hard-sell techniques that are designed to create a false sense of urgency in the investor. For example, sales representatives tell investors that they can purchase GetAnswers' shares for $2 each (later changed to $3) before the purchase price is raised to $5 a share in the very near future. Sales representatives stress to investors that they need to make their purchase quickly or miss out on the opportunity to invest at $2 or $3 a share.
34. At least one investor received a facsimile from GetAnswers in August 2001 stating that all the $2 stock had been sold and that the $3 stock was "already dwindling" and that future accredited investors must buy $5 stock. Notwithstanding these representations, GetAnswers has never raised the share price of its stock to $5 a share. GetAnswers sold its shares at $2 until at least March 2002 at which time the price was increased to $3 a share. GetAnswers continues to sell its shares for $3 a share. Therefore, any representations regarding the limited availability of $2 or $3 shares before the cost is increased to $5 a share in the very near future are false.
ii. Safety and Return on Investment
35. GetAnswers' sales representatives make false and misleading sales pitches concerning the safety of, and return on an investment in, the company's securities. GetAnswers' sales representatives tell investors that "you can't lose" and represent that they can expect a 100% to 400% return on their investment within the next few months to a year. In addition, investors are told that a merger is going to take place and/or that the stock will split in the near future, both of which will generate a sizable, immediate return. GetAnswers' offering materials further enforce these sales pitches by stating "…a sizable return could be realized through corporate profits, asset growth, capitalization, acquisitions, merger or IPO."
36. These representations are patently false given that GetAnswers is a company with no operating history, generating little or no revenue and involved in a new and speculative line of business. Finally, investors, some of whom invested up to eighteen months ago, have yet to receive any return on their investment and the promised merger and stock splits have never come to pass. Thus, representations of the safety of the investment, as well as substantial returns, are blatant falsehoods.
iii. Going Public
37. Recent oral representations by GetAnswers' sales representatives that GetAnswers is offering and selling shares in anticipation of a soon to be held initial public offering ("IPO") are also false. Although GetAnswers represents to investors that it will conduct an IPO and is seeking Commission approval to do so, to date GetAnswers has failed to file the necessary registration statement with the Commission to publicly sell shares. Moreover, GetAnswers has not obtained audited financials or hired an underwriter which are prerequisites to an IPO. GetAnswers' projection of a public offering is therefore baseless.
C. False Information on GetAnswers' Website Regarding its Legal Representation
38. GetAnswers' website also contains material omissions. Specifically, GetAnswers' website asserts that its outside counsel, Sheldon Zipkin ("Zipkin"), is ensuring compliance with "SEC securities laws." GetAnswers' website further states that Zipkin has, among other things, personally signed on as:
[T]he supervisory attorney "of counsel" for the company requiring all materials, procedures, and executive decisions to be reviewed by and/or personally made to his attention for review. . . His position also empowers his firm to unilaterally review upon demand the operational and managerial decisions made at the company; thereby, providing an external, independent entity to oversee the governance, management and legal relations for the company at large.
Zipkin reiterates his background and confirms his role at GetAnswers through an audio clip that was (but is no longer) available on GetAnswers' website. For example, Zipkin states "I evaluate the representations that the company makes to the government, to its shareholders, to the public."
39. GetAnswers falsely implies that its investors are protected by competent counsel, but fails to disclose Zipkin's disciplinary history with The Florida Bar. This history includes an admonishment in 1996 for failure to diligently represent a client, and a public reprimand (with one year of probation) in 1999 for, among other things, his failure to provide competent representation by accepting money to file an appeal and then not filing the appeal in a timely manner resulting in its dismissal. Zipkin was also ordered in 1999 to have his law practice analyzed by the Law Office Management Advisory Service of The Florida Bar with respect to file management and calendaring of dates incident to client representation.
40. These incidents, which are publicly available information, were not disclosed on GetAnswers' website, in Zipkin's audio clip nor in PPM 2 or PPM 3.
III. ROLE OF KOENIG AND COURNOYER
41. Koenig directly participates in the management of GetAnswers and is directly involved in its day-to-day operations at the highest levels. By reason of his position as CEO and president of GetAnswers, Koenig has significant decision-making authority in GetAnswers and controls, or has the power to control, the content of GetAnswers' marketing materials, PPMs, website and statements by sales representatives.
42. Koenig is also directly involved in the solicitation of investors. For example, Koenig signs the initial unsolicited facsimile sent to doctors inviting them to join GetAnswers' medical advisory board that is the pretext used to solicit investors. GetAnswers' offering materials also include a signed introductory letter from Koenig touting GetAnswers as an investment and comparing GetAnswers to successful Internet companies. The letter states in part "[j]ust imagine the profits realized for those investors who took positions in the first generation Internet companies" and that based on GetAnswers' "Internet proven leadership…we look forward to the same growth experienced by the initial generation search engine and e-commerce companies…"
43. Koenig's false professional background is highlighted in the offering materials. The sales representatives further embellish Koenig's background by identifying The Walt Disney Co. as the Fortune 500 company that bought Allstudents.com.
44. Koenig is also heard on GetAnswers' website through an audio clip touting GetAnswers and is active in GetAnswers' operations through the newsletters and e-mails he sends to its investors and board members.
45. Based on the foregoing and the other allegations set forth above in this Complaint, Koenig knows, or is severely reckless in not knowing, that GetAnswers' offering materials and PPMs contain the material misrepresentations and omissions set forth in Paragraphs 1 through 40 above.
46. As the COO of GetAnswers, Cournoyer directly participates in the management of GetAnswers and is directly involved in its day-to-day operations at the highest levels. Cournoyer directly oversees the day-to-day operations of GetAnswers' in-house boiler room.
47. GetAnswers' website states that Cournoyer is "...responsible for identifying, qualifying, securing and servicing capital funding services." Cournoyer has power to control GetAnswers' fundraising actions and policies, and shares the ability to control some, if not all, of GetAnswers' corporate actions and policies in other areas with Koenig.
48. Cournoyer personally solicits funds from potential investors and communicates with potential investors in writing. In particular, Cournoyer sends prospective investors a letter, which touts Koenig's Internet background and states that:
...GetAnswers has the benefit of a seasoned President who successfully pioneered the Internet during its boom from 1996 to 2000 (Allstudents.com which later turned into EZNotes.com which was purchased by Disney).
49. Cournoyer is also heard on GetAnswers' website through an audio clip stating that as a "principal owner, I have many duties," touting GetAnswers by stating "I feel that this venture will be my largest and most successful company to date" and that his biggest role is in "securing capital funding." In a separate audio clip, Cournoyer falsely claims that GetAnswers was operating a joint venture with the college.
50. Based on the foregoing and the other allegations set forth above in this Complaint, Cournoyer knows, or is severely reckless in not knowing, that GetAnswers' offering materials contain the materially false statements, misrepresentations and omissions set forth in Paragraphs 1 through 40 above. In addition, Cournoyer knows, or is severely reckless in not knowing, the material misrepresentations made by GetAnswers' sales representatives set forth in Paragraphs 32 through 37 above.
SALE OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS 5(a) AND 5(c) OF THE SECURITIES ACT
51. The Commission repeats and realleges paragraphs 1 through 50 of this Complaint.
52. No registration statement was filed or is in effect with the Commission pursuant to the Securities Act and no exemption from registration exists with respect to the securities and transactions described in this Complaint.
53. Since a date unknown, but from at least December 2000, through the present, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, have been: (a) making use of the means or instruments of transportation or communication in interstate commerce or of the mails to sell securities as described herein, through the use or medium of a prospectus or otherwise; (b) carrying securities or causing such securities, as described in this Complaint, to be carried through the mails or in interstate commerce, by any means or instruments of transportation, for the purpose of sale or delivery after sale; and/or (c) making use of the means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise, as described in this Complaint, without a registration statement having been filed or being in effect with the Commission as to such securities.
54. By reason of the foregoing, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, have violated, and unless enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c).
FRAUD IN VIOLATION OF SECTION 17(a)(1) OF THE SECURITIES ACT
55. The Commission repeats and realleges paragraphs 1 through 50 of this Complaint.
56. Since a date unknown, but since at least December 2000, through the present, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, by use of the means or instruments of transportation or communication in interstate commerce and by use of the mails, in the offer or sale of securities, as described in this Complaint, have been, knowingly, willfully or recklessly employing devices, schemes or artifices to defraud.
57. By reason of the foregoing, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, have violated and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act, 15 U.S.C. § 77q(a)(1).
FRAUD IN VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER
58. The Commission repeats and realleges paragraphs 1 through 50 of this Complaint.
59. Since a date unknown, but since at least December 2000, through the present, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, by use of the means and instrumentality of interstate commerce, and of the mails in connection with the purchase or sale of the securities, as described in this Complaint, have been, knowingly, willfully or recklessly: (a) employing devices, schemes or artifices to defraud; (b) making untrue statements of material facts and 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; and/or (c) engaging in acts, practices and courses of business which have operated, are now operating and will operate as a fraud upon the purchasers of such securities.
60. By reason of the foregoing, Defendants GetAnswers, Koenig and Cournoyer, directly or indirectly, have violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240. 10b-5, thereunder.
FRAUD IN VIOLATION OF SECTIONS 17(a)(2) AND 17(a)(3) OF THE SECURITIES ACT
61. The Commission repeats and realleges paragraphs 1 through 50 of this Complaint.
62. Since a date unknown, but since at least December 2000, through the present, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, by use of the means or instruments of transportation or communication in interstate commerce and by the use of the mails, in the offer or sale of securities, as described in this Complaint, have been: (a) obtaining money or property by means of untrue statements of material facts and omissions to state material facts necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; and/or (b) engaging in transactions, practices and courses of business which are now operating and will operate as a fraud or deceit upon purchasers and prospective purchasers of such securities.
63. By reason of the foregoing, Defendants GetAnswers, Koenig and Cournoyer, directly and indirectly, have violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77(q)(a)(2) and 77(q)(a)(3).
SECTION 20(a) - CONTROL PERSON - LIABILITY FOR GETANSWERS' VIOLATIONS OF SECTIONS 5(a), 5(c), AND 17(a) OF THE SECURITIES ACT AND SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 THEREUNDER
64. The Commission repeats and realleges paragraphs 1 through 50 of this Complaint.
65. Since a date unknown, but since at least December 2000 through the present, Defendant Koenig has been, directly or indirectly, a control person of Defendant GetAnswers for purposes of Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).
66. Since a date unknown, but since at least December 2000 through the present, Defendant Cournoyer has been, directly or indirectly, a control person of Defendant GetAnswers for purposes of Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).
67. Since a date unknown, but since at least December 2000 through the present, Defendant GetAnswers violated Sections 5(a), 5(c) and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
68. As control persons of GetAnswers, Defendants Koenig and Cournoyer are jointly and severally liable with and to the same extent as GetAnswers for its violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder during this time period.
WHEREFORE, the Commission respectfully requests that the Court:
I. Declaratory Relief
Declare, determine and find that Defendants GetAnswers, Koenig and Cournoyer committed the violations of the federal securities laws alleged in this Complaint.
II. Temporary Restraining Order, Preliminary and Permanent Injunctive Relief
Issue a Temporary Restraining Order, a Preliminary Injunction and a Permanent Injunction, restraining and enjoining:
(a) Defendants GetAnswers, Koenig and Cournoyer, their officers, representatives, servants, employees, attorneys, and all persons in active concert or participation with them, and each of them, from violating Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c);
(b) Defendants GetAnswers, Koenig and Cournoyer, their officers, representatives, servants, employees, attorneys, and all persons in active concert or participation with them, and each of them, from violating Section 17(a)(1) of the Securities Act, 15 U.S.C. § 77q(a); Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder; and Sections 17(a)(2) and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77(q)(a)(2) and 77(q)(a)(3);
Issue an Order requiring Defendants GetAnswers, Koenig and Cournoyer and Relief Defendant OceanMark to disgorge all ill-gotten profits or proceeds that they have received as a result of the acts and/or courses of conduct complained of herein, with prejudgment interest.
Issue an Order directing Defendants GetAnswers, Koenig and Cournoyer to pay civil money penalties pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 21(d) of the Exchange Act, 15 U.S.C. § 78(d)(3).
V. Asset Freeze and Accounting
Issue an Order temporarily freezing the assets of Defendants GetAnswers, Koenig and Cournoyer and Relief Defendant OceanMark until further Order of the Court, and requiring accountings by Defendants GetAnswers, Koenig and Cournoyer and Relief Defendant OceanMark.
VI. Records Preservation and Expedited Discovery
Issue an Order requiring Defendants GetAnswers, Koenig and Cournoyer and Relief Defendant OceanMark to preserve any records related to the subject matter of this lawsuit that are in their custody, possession or subject to their control, and to respond to discovery on an expedited basis.
VII. Appointment of Receiver
Issue an Order appointing a Receiver over the assets of GetAnswers to marshal and safeguard all of said assets, and any other duties the Court deems appropriate, and to prepare a report to the Court and the Commission detailing the activities of Defendants GetAnswers, Koenig and Cournoyer and the whereabouts of investor funds.
VIII. Penny Stock Bar
Issue an Order, pursuant to Section 603 of the Sarbanes-Oxley Act of 2002 [Public Law No. 107 - 204, 116 Stat. 745 (July 30, 2002)], Section 21(d)(6) of the Exchange Act,15 U.S.C. § 78u(d)(6), and Section 20(g) of the Securities Act, 15 U.S.C. § 77t(g), and pursuant to the Court's equitable powers, permanently barring Koenig and Cournoyer from participating in an offering of penny stock.
IX. Further Relief
Grant such other and further relief as may be necessary and appropriate.
X. Retention of Jurisdiction
Further, the Commission respectfully requests that the Court retain jurisdiction over this action in order to implement and carry out the terms of all orders and decrees that may hereby be entered, or to entertain any suitable application or motion by the Commission for additional relief within the jurisdiction of this Court.
January ___, 2003
Suzanne P. Pope
Mark A. Graves
Attorneys for Plaintiff