Julie K. Lutz (Colo. Attorney Reg. No. 77246)
IN THE UNITED STATES DISTRICT COURT
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint alleges as follows:
1. Between August 2001 and June 2002, promoter Gabor S. Acs ("Acs") and his alter ego entity, Penny King Holdings Corp. ("Penny King"), in press releases and messages posted on Internet websites, publicized the stocks of two publicly traded companies with which they claimed to have substantial business dealings: Eknowledge Group, Inc. ("Eknowledge") and Quintek Technologies, Inc. ("Quintek"). Both the releases and two Internet websites maintained by Acs contained false and misleading statements, primarily concerning the financial prospects of the two companies. Acs knew, or was reckless in not knowing, that the statements he disseminated concerning Eknowledge and Quintek were false and misleading. In one of the press releases, and on the website, Acs also failed to disclose compensation he received from Eknowledge and Quintek in exchange for his touting services. Acs realized profits of $40,168 by selling Quintek stock shortly after the issuance of certain of the false releases.
2. The Commission brings this action pursuant to the following authorities conferred upon it: (i) Section 20(d) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77t] and Section 21(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78u(d)] for civil money penalties; (ii) Section 20(b) of the Exchange Act [15 U.S.C. § 77t] and Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)] for an order permanently restraining and enjoining Defendants and granting other equitable relief; (iii) Section 20(g) of the Securities Act [15 U.S.C. §§ 77t(g)] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)] for a penny stock bar.
3. Against Penny King, the Commission seeks a permanent injunction, disgorgement (including prejudgment interest), and third tier civil money penalties for violations of Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78m(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
4. Against Acs, the Commission seeks a permanent injunction, disgorgement (including prejudgment interest), third tier civil money penalties, and a penny stock bar for violations of Section 17(b) of the Securities Act [15 U.S.C. § 77q(b)] and Sections 10(b) of the Exchange Act and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5].
5. This Court has jurisdiction over this action 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. § 78aa]. In connection with the transactions, acts, practices, and courses of business described in this Complaint, each of the Defendants, directly and indirectly, has made use of the means or instrumentalities of interstate commerce, of the mails, and/or of the means and instruments of transportation or communication in interstate commerce.
6. Venue lies in this Court pursuant to Section 22(a) of the Securities Act and Section 27 of the Exchange Act because the Defendants currently reside in or transact business from this judicial district.
7. Gabor S. Acs, age 46, is a Canadian citizen currently residing in Reno, Nevada. In press releases and two Internet websites, www.maxpages.com/thepennyking and www.thepennyking.com, Acs has stated that he makes substantial investments in microcap companies and is a global "financier" who advises venture capitalists and operates an offshore bank in an undisclosed location. In 1982, and again in 1993, Acs filed for personal bankruptcy under Chapter 7 of the U.S. Bankruptcy Code. Acs has not been affiliated with any regulated entity or publicly held company and has no disciplinary history. Acs' current employment is unknown.
8. Penny King Holdings Corp. is a Delaware corporation wholly owned and controlled by Acs, which purports to be an "investment holding company." Penny King has filed Schedules 13G with the Commission reporting ownership of 7% of the outstanding shares of Quintek, and 9% of the shares of Eknowledge.
9. Eknowledge Group, Inc. is a Nevada corporation located in Corona, California. The company is in the business of providing educational training courses over the Internet and through other media sources. Eknowledge stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and is quoted on the OTC Bulletin Board (a quotation service operated by the NASD). As of June 30, 2002, Eknowledge had 37,271,887 shares of common stock issued and outstanding. Eknowledge stock currently is trading in the $.40 range.
10. Quintek Technologies, Inc. is a California corporation located in Camarillo, California. The company is in the business of developing, manufacturing, and distributing data storage system components. Stock of Quintek is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and is quoted on the OTC Bulletin Board. As of February 12, 2002, there were 36,522,546 shares of its common stock issued and outstanding.
11. The Free and Clear Foundations of America, Inc. ("FCFA") is a District of Columbia non-profit corporation wholly owned and controlled by Acs. FCFA purports to be dedicated to educating individuals and governments about economic matters. Press releases identify Acs as the "founder" of FCFA, which purportedly owns 50% of Penny King's stock.
12. Between January and May 2002, Acs wrote, edited, and approved six press releases concerning Quintek, Eknowledge or both companies. Three of the releases concerned Eknowledge only, two releases concerned Quintek only, and one of the releases concerned both Eknowledge and Quintek. The releases were disseminated by Penny King and/or the touted issuers through PR Newswire and Business Wire, and were posted on Quintek's and Eknowledge's respective corporate Internet websites. Further, between at least March and August 2002, Acs created and maintained two Internet websites that directly or indirectly contained false statements about his financial experience (see discussion below). Acs' websites included links both to Quintek's corporate website, which contained certain false and misleading Quintek press releases written by Acs, as well as links to three false and misleading press releases issued by Quintek or Eknowledge that were posted on an Internet website maintained by Yahoo!
13. On March 20, 2002 Quintek issued a press release that was written by Acs. The release represented that that Quintek had received a $10 million order for its data storage system components from a privately held Hungarian company, and that Penny King would provide financing to the Hungarian company through a "$15 million revolving credit facility." These statements were false and misleading. The Hungarian company had not placed any order with Quintek, and Acs, who acted as an intermediary in the proposed transaction, knew that the Hungarian company could not place such an order without obtaining financing from Penny King, which lacked the ability to provide such financing.
14. Acs wrote three press releases dated January 2, January 22 and March 11, 2002 relating to an agreement under which Penny King was to acquire 3,000,000 shares of Eknowledge common voting stock in a "private transaction" valued at $1.5 million. These releases were false and misleading in that they implied that the proceeds of these purported sales would be used to fund Eknowledge's operations. In fact, the stock sales agreement was between Penny King and the then president of Eknowledge, and did not provide any operating capital to Eknowledge.
15. Two of the press releases described in paragraph 14 concerning Penny King's purported investment in Eknowledge referred to an agreement under which Eknowledge would provide unspecified "development services" to FCFA. The releases projected that FCFA's payment for services under this agreement would enable Eknowledge to achieve annual revenues of $5 million for ten years, or $50 million in total. These statements were false and misleading because they lacked any reasonable basis, in that FCFA had no significant business activities, assets or revenues that could fund the payments under its purported agreement with Eknowledge.
16. A May 14, 2002 press release written by Acs and issued by Penny King stated that a subsidiary of Penny King had "proposed" merging Quintek and Eknowledge. The release contained contact information for both companies, thereby implying that they endorsed the merger transaction. Contrary to these representations, Acs issued the release without the knowledge or authorization of Quintek and Eknowledge. Indeed, at the time the press release was issued, Quintek and Eknowledge had decided not to pursue a business combination between the companies.
17. Four of the six releases created and/or disseminated by Acs, and Acs' websites, stated that Penny King was currently "facilitat[ing]" between $200 million and $2 billion in "capital investments" to 50 different companies located worldwide. All six of the releases prepared and disseminated by Acs, and Acs' websites, further stated that Acs had 21 or 22 years of experience in the "finance . . . venture capital and world financial markets" and that Acs, through Penny King, was providing significant financing to Eknowledge and the Hungarian company that had purportedly agreed to purchase Quintek's products. These and similar statements were false and misleading because Acs and Penny King at all times lacked any valuable unencumbered assets, did not possess, or have access to, the investment capital described in the public statements, and have never provided financing, directly or indirectly, to any company. The statements were also misleading in that they failed to disclose that Acs' financial experience includes two personal bankruptcies.
18. Acs knew, or was reckless in not knowing, that the above-described statements in the six press releases that he drafted, approved and/or disseminated and on the two Internet websites he created and published were false and misleading.
19. Quintek and Eknowledge both entered into agreements with Acs or Penny King for touting services. In August 2001, Quintek entered into a written agreement under which it agreed to compensate Penny King for, among other things, Penny King's provisions of "company information to investors and financial institutions." Between August 2001 and March 2002, Quintek transferred 129,000 shares of its common stock, and paid $5,000 in cash, to Penny King pursuant to this agreement. Eknowledge entered into an oral agreement in December 2001 to compensate Acs in connection with one or more contemplated releases. Eknowledge paid Acs $5,000 in cash in January 2002 pursuant to this agreement.
20. Between August 2001 and June 2002, Acs posted at least 25 messages on Internet websites dedicated to investors, including Investors Hub and Raging Bull, touting the stocks of Quintek or Eknowledge. These messages contained apparently truthful statements concerning, among other things, publicly reported corporate developments and the contents of Acs' conversations with members of management. However, the messages did not disclose the payments by Quintek and Eknowledge to compensate Acs or Penny King for their touting of Quintek and Eknowledge.
21. The May 14, 2002 release written by Acs and disseminated by Penny King, touted Quintek and/or Eknowledge, but failed to disclose these compensation agreements.
22. Following issuance of the six press releases, the price and volume of Quintek and Eknowledge stock increased dramatically. On the day after the March 20, 2002 release, the closing price of Quintek stock increased by 100%, from $.18 to $.36 per share, and reported volume increased by 804%, from 216,700 to 1,742,100 shares. Following the January 8 and March 20, 2002 releases drafted by Acs and disseminated by Quintek, the closing price of Quintek stock increased by an average of 81% and reported volume increased by an average of 512%. The three press releases disseminated by Eknowledge and Penny King on January 2, 2002, January 22, 2002 and March 11, 2002 were followed by an increase in the closing price of Eknowledge stock of between 20% and 144%, averaging 65%, and reported volume of the stock increased by between 163% and 6,801%, averaging 2,471%.
23. On April 10 and 11, 2002, Acs sold 105,000 shares of Quintek stock at between $.40 and $.43 per share, thereby realizing profits of approximately $40,168.
24. Paragraphs 1 through 23 are hereby realleged and incorporated by reference.
25. Defendants Acs and Penny King, through the use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, published and circulated articles and communications that, though not purporting to offer securities for sale, described certain securities.
26. Defendants Acs and Penny King, directly and indirectly, received and were to receive consideration for such activities from the issuers of these securities and did not fully disclose the past or future receipt of such consideration and the amount thereof in violation of Section 17(b) of the Securities Act [15 U.S.C. § 77q(b)].
27. By reason of the foregoing, Acs and Penny King have violated, and unless enjoined will continue to violate, Section 17(b) of the Securities Act.
28. Paragraphs 1 through 23 are hereby realleged and incorporated by reference.
29. Defendants Acs and Penny King, with scienter, in connection with the purchase or sale of securities, by the use of means or instrumentalities of interstate commerce or of the mails, directly or indirectly: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted 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 (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon purchasers of securities in violation of 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.
30. By reason of the foregoing, Defendants have violated, and unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
WHEREFORE, the Commission respectfully requests that the Court:
Find that the defendants and each of them committed the violations alleged herein.
Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, permanently restraining and enjoining Penny King from violating Section 17(b) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, enjoining Acs from violating Section 17(b) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 thereunder.
Order Penny King to pay a civil penalty pursuant to Section 20(d) of the Securities Act and Section 21 of the Exchange Act in an amount to be determined by the Court.
Order Acs to pay a civil penalty pursuant to Section 20(d) of the Securities Act and Section 21 of the Exchange Act in an amount to be determined by the Court.
Enter an order barring Acs from participating in any penny stock offering pursuant to Section 20(g) of the Securities Act and Section 21(d)(6) of the Exchange Act.
Order such further relief, equitable and legal, as the Court may deem just and proper.
|DATED: August 20, 2003||
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