U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20838 / December 23, 2008
Securities and Exchange Commission v. Ryan M. Reynolds, et al., Case No. 3-08 CV-438-B (N.D. Tex.)
SEC Sues Three Stock Promoters and their Minnesota-based Entities for Registration and Fraud Violations
The Securities and Exchange Commission announced today that on December 22, 2008, it added charges against stock promoters Ryan Reynolds, Jason Wynn and Carlton Fleming alleging that they illegally underwrote multiple unregistered public stock offerings in 2007 and early 2008. Previously, on March 13, 2008, the Commission obtained a temporary restraining order against Reynolds, Wynn, Fleming, and their respective entities, Bellatalia LP, Wynn Industries, LLC, and Thomas Wade Investments, LLC for engaging in illegal distributions of Beverage Creations, Inc. stock. The SEC alleged that by this conduct, the defendants violated Section 5 of the Securities Act of 1933. The SEC also charged Wynn, Wynn Industries and Beverage Creations with fraud related to the Beverage Creation, Inc. stock offering.
In its amended complaint, the SEC alleges that Reynolds, Wynn, Fleming, and additional companies under their control purchased stock from ConnectAJet.com, Inc., My Vintage Baby, Inc. and Alchemy Creative, Inc. for pennies per share and immediately began liquidating those shares in the public market at prices grossly inflated by their own promotional activities. The amended complaint adds as defendants Lugano Funds LLC, Wynn Holdings, LLC and Regus Investment Group, LLC, which are companies owned or controlled by Reynolds, Wynn and Fleming, respectively.
In addition, the SEC alleges that Jason Wynn and companies under his control created artificial demand for the stock of ConnectAJet.com, Inc., My Vintage Baby, Inc. and Alchemy Creative, Inc. through various ad campaigns, nationwide promotional mailers and spam emails. While the promotional mailers disclosed that Wynn companies received the stock being touted, they did not disclose that Wynn and his companies intended to sell that stock into the artificially inflated market created by the promotions.
The SEC's lawsuit also names as defendants Beverage Creations, Inc. Chief Executive Officer Robert Wieden and former Chief Operating Officer Patrick Dado. According to the amended complaint, in a press release on February 21, 2008, Wieden and Dado falsely disclaimed any relationship between Beverage Creations, Inc. and Jason Wynn or companies under his control, even though Beverage Creations, Inc. had sold more than 3 million shares of stock to Wynn Industries, LLC and had other relationships with Jason Wynn.
The SEC alleges that, by these activities, all defendants violated Section 5 of the Securities Act, and Wynn, Wynn Holdings, Wynn Industries, Beverage Creations, Inc., Wieden and Dado violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC is seeking permanent injunctions and civil penalties against all defendants and disgorgement of ill-gotten gains from Reynolds, Wynn, Fleming, Lugano Funds, LLC, Wynn Holdings, LLC and Regus Investment Funds, LLC. Ryan Reynolds is a defendant in two other actions filed by the SEC: Securities and Exchange Commission v. Offill, et al. No. 3:07cv-1643-D and SEC v. Reynolds, et al., No. 3:08-cv-01687-M, both in the U.S. District Court for the Northern District of Texas.
For further information, see Litigation Release No. 20496 dated March 14, 2008.