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U.S. Securities and Exchange Commission


Litigation Release No. 20111 / May 10, 2007

SEC v. Zahra Ghods and RUSA Cap., Inc., Defendants, and Unisource Cap., LLC, Relief Defendant, Civil Action No. 1:07-CV-1047 (NDGA May 8, 2007)

On May 8, 2007, the Securities and Exchange Commission (Commission) filed a Complaint for Injunctive Relief (Complaint) in the United States District Court for the Northern District of Georgia against Zahra Ghods, a U. S. citizen who currently resides in Hong Kong, and RUSA Cap., Inc. (RUSA), an entity located in Newport Beach, California that Ghods owns and controls.

The Complaint alleges that from as early as February 2004 through May 2006, Ghods and RUSA actively participated in a fraudulent prime bank scheme perpetrated by Geoffrey Gish (Gish) and several entities that he controlled. That prime bank scheme involved the sale of approximately $29.6 million of securities to more than 300 investors located throughout the United States. The Commission previously filed an emergency action against Gish and his affiliated companies on May 17, 2006. SEC v. Geoffrey Gish, et al., Case No.1:06-cv-1171-CC (N.D. Ga.).

The Complaint alleges that Ghods and RUSA participated in one of the three fraudulent prime bank schemes that Gish offered, Zamindari Capital, LLC, and received approximately $9 million of investor funds. Zamindari was represented to be a high yield investment program that generated lucrative profits by purchasing debt instruments from major international banks at a discount and quickly reselling them at face value. RUSA was the entity that would supposedly trade these debt instruments for Zamindari investors.

To entice investors to invest in Zamindari, the Complaint alleges that Ghods represented that all investor funds would remain in a blocked account, from which no withdrawals could be made. In truth, no such blocked account existed. Ghods transferred approximately $830,000 of investor funds to Unisource Cap, LLC, another company that she owned and controlled, and then used those funds to pay miscellaneous personal expenses. Ghods also claims that she used $2.2 million of investor funds for the development of an iron ore mine in Mexico that Unisource purportedly owns. Ghods transferred the remaining $5 million of investor funds to an offshore bank account, and those funds were then transferred to a third party.

The Complaint further alleges that, to create the false appearance that their investments were safe, Ghods told Gish and several investors that RUSA guaranteed all investments with a $100 million certificate of deposit that RUSA held at Canadian Imperial Bank of Commerce, a Canadian financial institution. In fact, no certificate of deposit existed.

 The Complaint alleges that Ghods and RUSA violated the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and that relief defendant Unisource, directly or indirectly, obtained funds or other assets to which it has no legitimate claim, and has been unjustly enriched thereby. The Complaint also seeks (i) permanent injunctions enjoining defendants Ghods and RUSA against future violations; (ii) disgorgement of ill-gotten gains plus prejudgment interest; (iii) imposition of civil penalties against defendants Ghods and RUSA; and (iv) an order appointing a receiver for defendant RUSA.

See also: L.R. 19705 / May 19, 2006; and L. R. 19759 / July 13, 2006.

SEC Complaint in this matter



Modified: 05/10/2007