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U.S. Securities and Exchange Commission

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
BALTIMORE DIVISION


Securities and Exchange Commission,

Plaintiff,   

v.

AGORA, INC., PIRATE INVESTOR, LLC and FRANK PORTER STANSBERRY

Defendants.   


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Civil Action No. MJG 03 CV 1042

AMENDED COMPLAINT

Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint against Agora, Inc. ("Agora"), Pirate Investor LLC ("Pirate") and Frank Porter Stansberry ("Stansberry") (collectivley referred to as "defendants"), hereby alleges as follows:

INTRODUCTION

1. Defendants engaged in an ongoing scheme to defraud public investors by disseminating false information in several Internet newsletters published by Agora or its wholly owned subsidiaries such as Pirate. Through various publications, defendants claimed to have inside information about certain public companies. Defendants suggested that its readers could cash in on the inside information and make quick profits. The defendants offered to sell the inside information to newsletter subscribers for a fee of $1,000.

2. Numerous subscribers purchased the defendants "inside tips" and made investment decisions based on that information. The purported inside information was false and, as a result, the subscribers did not realize the profits the defendants promised.

3. The defendants, however, profited handsomely. On information and belief, Agora received in excess of $1 million from the sale of false information to its newsletter subscribers.

STATUTES AND RULES ALLEGED TO HAVE BEEN VIOLATED

4. Defendants Agora, Pirate, and Stansberry have engaged and, unless enjoined, will continue to engage, directly or indirectly, in transactions, acts, practices, and courses of business which constitute violations of Section 10(b) of the Exchange Act of 1934 ("Exchange Act") [15 U.S.C. 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].

5. Defendants' conduct occurred in connection with the purchase and sale of securities of public companies, including but not limited to, USEC, Inc. ("USEC").

JURISDICTION AND VENUE

6. The Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. 77u(a)] and Section 21(d) of the Exchange Act, [15 U.S.C. 78u(d)].

7. The defendants, directly or indirectly, have made use of the mails, means or instruments of transportation or communication in interstate commerce, or means or instrumentalities of interstate commerce in connection with the transactions, acts, practices and courses of business described in this Complaint.

8. Venue over this action is proper pursuant to Section 22(a) of the Securities Act [15 U.S.C. 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. 77v(a) and 78aa].

9. Venue lies in the District of Maryland because certain of the transactions, acts, practices and courses of business constituting violations alleged herein occurred within the state of Maryland. In addition, Agora is a Maryland corporation with its principal place of business in Baltimore, Maryland. Pirate Investor LLC is a Maryland limited liability company with its principal place of business in Baltimore, Maryland. Defendant Frank Porter Stansberry is a Maryland resident.

AUTHORITY FOR PROMULGATED RULES CITED HEREIN

10. Plaintiff Commission brings this action pursuant to Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. 77t(b) and 77t(d)] and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. 78u(d)(3) and 78u(e)], to restrain and enjoin the defendants from engaging in the transactions, acts, practices and courses of business described herein which violate the federal securities laws, and transactions, acts, practices and courses of business of similar purport and object, to order defendants to disgorge all ill-gotten gains received during the period of violative conduct, and to impose civil money penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act against defendants.

11. Pursuant to authority conferred upon the Commission by Sections 10(b) and 23(a) of the Exchange Act [15 U.S.C. 78j(b) and 78w(a)], the Commission promulgated Rule 10b-5 [17 C.F.R. 240.10b-5]. Rule 10b-5 was in effect at the time of the transactions and events alleged in the Complaint and remains in effect.

DEFENDANTS

12. Agora, Inc. is a Maryland corporation based in Baltimore. Agora publishes books, magazines, newsletters and operates at least 15 financial web sites in the United States and Europe. Agora's publications include The Cutting Edge, Penny Stock Advisory, The Red Zone, Taipan, Rogue Trader, The Flying V Lockup Trader, CSX Trader, Fleet Street Letter, Options Hotline, Outstanding Investments, Richebacher Letter, Daily Reckoning Investment Advisory, Carpathia Letter, Strategic Opportunities, Jim Davidson's Vantage Point Investing, and the Contrarian Speculator. Agora publications have well over 21,500 paid subscribers.

13. Pirate Investor, LLC, is a Maryland Limited Liability Company that runs a financial advisory web site and newsletter, PirateInvestor.com. Pirate is wholly owned by Agora. Defendant Frank Porter Stansberry is the editor of PriateInvestor.com.

14. Frank Porter Stansberry, resides in Baltimore, Maryland. He is the editor of two of Agora's Internet financial newsletters: Porter Stansberry's Investment Advisory and PirateInvestor.com. Stansberry's compensation is based in part, on a percentage of the revenues realized by those on-line publications.

THE FRAUDULENT SCHEME

Marketing the False Inside Information

15. Agora's newsletters, including PirateInvestor.com, claim to be "a service featuring independent, original and thoughtful research into the process of wealth creation."

16. Instead, the newsletters contain nothing more than baseless speculation and outright lies, fabricated to induce investors to pay Agora (or its subsidiaries) for subscriptions or purported inside information.

17. The subscribers paid Agora for the alleged insider information only to later discover that the inside information was false.

18. On or about May 14, 2002, at least 15 of Agora's Internet newsletters disseminated an e-mail, written by Stansberry promising quick profits based on inside information. The heading on the e-mail stated: "DOUBLE YOUR MONEY ON MAY 22ND ON THIS SUPER INSIDER TIP." A true and correct copy of the May 14, 2002, e-mail is attached hereto as Exhibit A.

19. The e-mail claimed analysts at PirateInvestor.com had come into possession of certain details about the pending approval of a major international agreement that "will create more than $2.5 billion in profits for one small company." The e-mail identified the issuer as a company that was involved in the nuclear energy field and would benefit from the arms reduction treaty between the U.S. and Russia.

20. Stansberry's May 14, 2002, e-mail maintained investors would "make a fortune" because PirateInvestor.com had a "senior executive inside the company" as a source for its inside information. PirateInvestor.com claimed this executive was "definitely in a position to know the intimate deals of this agreement" and when it would be approved. Therefore, the e-mail announced that PirateInvestor.com was in a position to "tell you EXACTLY WHEN the deal will be finalized and announced to the public."

21. The e-mail encouraged recipients to stake their entire investment portfolios on this unnamed company and suggested investors would be able to double their "investment dollar in a single day." Finally, the e-mail stated PirateInvestor.com "can even tell you exactly which day to buy (May 21st) and which day to sell (May 23rd). There is nothing else you have to do."

22. The e-mail did not give the name of the company but indicated it was listed on the NYSE and offered to sell a full report including the name of the company to subscribers for $1,000.

The USEC Report Contains False Information.

23. Once the reader purchased the tip for $1,000, the reader received a report that identified USEC as the company with the impending contract approval ("USEC report"). A true and correct copy of the USEC Report is attached hereto as Exhibit B.

24. Agora's web site attributed the May 14, 2002 e-mail and the USEC report to Jay McDaniels. Jay McDaniels is a pseudonym for Stansberry.

25. The USEC report claimed USEC and Tenex, a Russian governmental agent corporation, had reached an agreement for Tenex to sell dismantled nuclear warheads to USEC at a reduced rate under a pricing agreement.

26. The USEC report indicated that both the U.S. and Russian governments were required to approve the pricing agreement before it became effective. The USEC report claims that, based on information from a company insider, the pricing "agreement will be approved just prior to the upcoming Bush-Putin Summit." Referring again to the pricing agreement, the USEC report states that "[a]ll it needs are the politicians to sign off on the deal" and "according to my source, that will happen-finally-on May 22nd."

27. Stansberry eventually identified Steven A. Wingfield as the insider who purportedly provided the inside information regarding the May 22nd signing date of the arms reduction treaty between U.S. and Russia. Steven A. Wingfield is USEC's Director of Investor Relations.

28. Stansberry claimed Wingfield told him the U.S. and Russian governments would approve the agreement between USEC and Tenex on May 22, 2002, the day before the start of the Bush-Putin Summit. Wingfield made no such statement to Stansberry.

29. Wingfield told Stansberry the same thing he told all analysts who called the investor relations department at USEC. Stansberry asked Wingfield about the pending approval of the USEC-Tenex contract by the U.S. and Russian governments. Wingfield responded to Stansberry, as he did to all analysts, by saying USEC "expected it would be approved in the near future."

30. Wingfield did not tell Stansberry, directly or indirectly, that the pricing agreement with Tenex would be approved by any governmental entity on May 22, 2002. No one at USEC knew when or if the pricing agreement would be approved.

31. Stansberry had no basis whatsoever for the claim in the USEC Report that the approval of the USEC-Tennex contract would occur on May 22, 2002.

32. The pricing agreement between USEC and Tennex was approved on June 19, 2002. On that date the Department of State and USEC separately announced approval of the pricing agreement by both the U.S. and Russian governments.

Market Activity in Response to Agora's False Information

33. From January 2, 2002, through May 13, 2002, trading volume in USEC common stock averaged approximately 189,000 shares a day at prices ranging from $5.78 to $7.37 a share.

34. From May 14 through May 23 volume averaged 3,340,138 shares a day with closing prices ranging from $7.85 a share on May 14 to a high of $9.98 a share on May 20. There was also a significant increase in the volume of options trading in USEC stock during this period.

35. On May 22, USEC failed to make the announcement promised by the Agora e-mails and the USEC report and that day the price of USEC stock fell from $9.54 to $8.20 a share, a drop of nearly 15%.

Agora's On-going Efforts to Disseminate False Information to the Investing Public

36. Agora promoted other securities in its newsletters. Even after Agora became aware of the Commission's investigation, its newsletters have continued to publish e-mails promoting numerous securities accompanied by fantastic claims of quick profits or inside information.

37. For example, Agora publications have touted stocks that it claims will double or triple in value over the next year. Other Agora publications claim to provide information that allows an investor to "turn $10,000 into $114,280 by April 18, 2003."

38. Agora continues to promise its subscribers, "Almost Unbelievable Profits - 4.5 Times Your Money in 48 Hours."

39. As recently as the first week in April 2003, Agora published articles making similar claims of exorbitant profits. In each instance, recipients of the e-mails are offered "free" copies of the headlined reports if they subscribe to one of the various Agora newsletters at a cost of from $69 to $1250 a year. The money-making investments featured in the reports are typically microcap issuers with cures for cancer or AIDS or a technological breakthrough. Some of the tips are characterized as being based on "secret" or "inside" information.

FIRST CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE
OR SALE OF SECURITIES

Violations of Section 10(b) of the Exchange Act, 15 U.S.C. 78j(b),
And Rule 10b-5 thereunder, 17 C.F.R. 10b-5

40. The Commission repeats and realleges each and every allegation contained in paragraphs 1 through 42, as if fully set forth herein.

41. Defendants, by engaging in the conduct described above, directly or indirectly, in connection with the purchase or sale of securities, by the use of means or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities exchange, with scienter:

  1. employed devices, schemes or artifices to defraud;
     
  2. made untrue statements of material fact or omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or
     
  3. engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon other persons;
     
  4. in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

42. By reason of the foregoing, defendants violated, and unless restrained and 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.

PRAYER FOR RELIEF

WHEREFORE, plaintiff Commission respectfully requests that this Court:

I.

Issue findings of fact and conclusions of law that Defendants committed the violations alleged herein.

II.

Issue an Order Issue in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, permanently enjoining defendants Agora, Pirate and Stansberry, and their officers, agents, servants, employees, attorneys, and accountants, and those persons in active concert or participation with any of them, who receive actual notice of the order by personal service or otherwise, and each of them, from engaging in the transactions, acts, practices and courses of business described herein, and from engaging in conduct of similar purport and object in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

III.

Enter an order that defendants Agora, Stansberry and Pirate, provide an accounting and disgorge their ill-gotten gains from the illegal conduct alleged in this Complaint and to pay prejudgment interest thereon.

IV.

Enter an Order that Defendants Agora, Stansberry and Pirate pay civil 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. 78u(d), for the violations alleged herein.

V.

Retain jurisdiction of this action in accordance with the principles of equity and the Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees that may be entered, or to entertain any suitable application or motion for additional relief within the jurisdiction of this Court.

DATED: November 14, 2003

Respectfully submitted

_______________________
KAREN L. MARTINEZ
THOMAS M. MELTON
BRENT R. BAKER
Securities and Exchange Commission
50 South Main Street, Suite 500
Salt Lake City, Utah 84144
(801) 524-5796
(801) 524-3558 (fax)

Attorneys for the Plaintiff
Securities and Exhange Commission


http://www.sec.gov/litigation/complaints/comp18090.htm


Modified: 12/05/2003