U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19751 / June 30, 2006
Securities and Exchange Commission v. Marvin Winick, Tekron, Inc. and Luigi Brun, Civil Action No. 3:06 CV-1164-D, U.S.D.C./Northern District of Texas (Dallas Division)
In the Matter of Gizmo Company, Smart World United Inc., Urban Entertainment Concepts International, Inc., Exchange Act Rel. No. 34-54072, (June 30, 2006)
In the Matter of Information Architects Corporation, William Overhulser and Michael Clark, Sec. Act Rel. No. 33-8718, Exchange Act Rel. No. 34-54075, Accounting and Auditing Enforcement Rel. No. 2454, (June 30, 2006)
SEC v. Marvin Winick, Tekron, Inc. and Luigi Brun, Civil Action No. 3:06 CV-1164-D, U.S.D.C./Northern District of Texas (Dallas Division)
SEC CHARGES MARVIN WINICK, TEKRON, INC., LUIGI BRUN, GREENTECH USA, INC. AND INFORMATION ARCHITECTS CORPORATION, AND CERTAIN CURRENT AND FORMER OFFICERS IN CONNECTION WITH FORGED AUDIT REPORTS
On June 30, 2006, the United States Securities and Exchange Commission (Commission or SEC) filed a civil action and instituted two settled cease-and-desist proceedings in connection with forged Reports of Independent Certified Public Accounting (Audit Reports) and fraudulent auditor consent letters (Consents) incorporated in certain Commission filings by Tekron, Inc., Greentech USA, Inc. and Information Architects Corporation. In the civil action, the SEC names as defendants Marvin Winick, a Canadian accountant who regularly holds himself out as a consultant to U.S. public companies, Tekron, a corporation based in Ontario, Canada, and Luigi Brun, Tekron's Chief Executive Officer. Winick has agreed to settle the civil action. In the settled cease-and-desist proceedings, the SEC names as respondents Greentech USA, Information Architects, Michael Clark, former president of Information Architects, William Overhulser, former director and Chief Operations Officer of Information Architects, and Roland Breton, Greentech's president.
The Commission's complaint names Winick, Tekron and Brun and alleges that Winick provided consulting services to Tekron, Greentech, and Information Architects, with responsibility for, among other things, properly preparing and filing the issuers' Commission filings. Instead, Winick created Audit Reports and Consents, which he incorporated into the issuers' 2003 Forms 10-KSB without the accounting firm's authorization and when, in fact, neither the accounting firm nor any other auditor had audited the issuers' 2003 financial statements. According to the complaint, Winick subsequently filed Forms 10-QSB on behalf of each issuer that falsely referred to the issuers' previously filed financial statements as "audited." Finally, the complaint alleges that on February 28, 2005, after proceedings had been instituted to determine whether it was appropriate to suspend or revoke the registration of Tekron's securities based on its false Commission filings, Tekron filed an additional Form 10-QSB falsely referring to the prior annual period as having been audited. Brun signed and certified all of Tekron's false filings.
In settling the civil action, Winick consents, without admitting or denying the non-jurisdictional allegations in the complaint, to a judgment enjoining him from violating, directly or indirectly, the antifraud provisions of the Securities Act and Exchange Act and from aiding and abetting violations of the Exchange Act's reporting, books and records, and internal control provisions. Winick further consents to an officer and director bar, and agrees to pay a civil penalty of $100,000, disgorgement of $30,945 of ill-gotten gains, plus prejudgment interest, and to surrender 50,000 Information Architects shares he received for his consulting work. In separate administrative proceedings, Winick also consents to the issuance of an order under Rule 102(e) of the Commission's Rules of Practice, based on the entry of the injunction, suspending him from appearing or practicing before the Commission. Winick further consents, on behalf of three shell companies under his control (Gizmo Company, Smart World United, Inc., and Urban Entertainment Concepts International, Inc.), to an order issued pursuant to Section 12(j) of the Exchange Act, revoking the Commission registration of the companies' securities. With respect to the other defendants in the civil action, Tekron and Brun, the Commission seeks against Brun injunctive relief, the payment of a civil penalty, disgorgement of ill-gotten gains, and an officer and director bar, and against Tekron injunctive relief and disgorgement of ill-gotten gains.
In settling the cease-and-desist proceedings, Greentech and Information Architects have agreed, without admitting or denying the Commission's non-jurisdictional findings, to an order requiring them to cease and desist from violating certain of the non-scienter antifraud, reporting, books and records and internal control provisions of the federal securities laws. In addition, Breton, Clark and Overhulser have each agreed, without admitting or denying the Commission's non-jurisdictional findings, to an order requiring each of them to cease and desist from violating or causing violations of the non-scienter antifraud, certification, reporting, books and records and internal control provisions of the federal securities laws.