U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20973 / March 25, 2009
Securities and Exchange Commission v. Gerald P. Alexander, CJB Consulting, Inc., and Regis Filia Holdings, Inc., Civil Action No. 1:09-CV-0805 (N.D. Georgia)
SEC sues Alexander, CJB Consulting Inc. and Regis Filia Holdings Inc. for Unregistered Sales of Securities of Thirteen Companies
On March 25, 2009, the United States Securities and Exhange Commission filed a civil complaint against Gerald P. Alexander, a resident of Alpharetta, Georgia, and two corporations that Alexander controls, alleging that they engaged in multiple unregistered stock distributions and acted as unregistered securities dealers.
According to the complaint, Alexander, CJB Consulting, Inc., and Regis Filia Holdings, Inc. purchased stock from thirteen issuers over a two year period and then sold the stock through brokerage accounts without registration statements having been filed or in effect as to the sales. The complaint alleges that these activities constituted a scheme to evade the registration provisions of the federal securities laws, and that the defendants acted as underwriters because they acquired the shares with a view to distribute them to other investors. The complaint further alleges that Alexander held himself out to the public and the business community as an "investment banker" who could assist companies with raising capital through sales of stock, and that he carried out this business through CJB Consulting and Regis Filia Holdings.
Alexander, CJB Consulting, and Regis Filia Holdings are charged with violating Sections 5(a) and (c) of the Securities Act of 1933, which prohibit interstate offers and sales of securities unless a registration statement is filed or in effect with the Commission. They are also charged with violating Section 15(a)(1) of the Securities Exchange Act of 1934, which prohibits dealers from engaging in the business of buying and selling securities without being registered with the Commission as dealers. The Commission seeks permanent injunctions, an accounting of stock sales proceeds, disgorgement of ill-gotten gains, civil penalties, and penny stock bars against all defendants.