U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21266 / October 29, 2009
SECURITIES AND EXCHANGE COMMISSION v. AMANTE CORPORATION, COMMONWEALTH CAPITAL MANAGEMENT, INC., EDWARD M. DENIGRIS, AND WILLIAM D. DYER, Civil Action No. 09-CIV-61716-Cohn/Seltzer (S.D. Fla.)
SEC OBTAINS ORDER HALTING $2.3 MILLION OFFERING FRAUD
The Securities and Exchange Commission (Commission) announced today that on October 28, 2009, it filed an emergency action to halt an ongoing fraud involving the sale of stock in Amante Corporation by Amante, Commonwealth Capital Management, Inc., (Commonwealth) a boiler room operation located at Lauderdale by the Sea, and Edward M. Denigris, the principal of Amante and Commonwealth and a resident of Ft. Lauderdale, Florida. The Commission charged also charged William D. Dyer, a resident of Pompano Beach, Florida, who participated in the sale of Amante stock, and charged as relief defendants MVC Group LLC and East Coast Bullion Exchange, Inc. Acting on the Commission's request for emergency relief, on October 28, 2009, Judge James I. Cohn of the United States District Court for the Southern District of Florida issued temporary restraining orders, asset freezes, and other relief against the defendants. The Court also appointed Soneet Kapila as Receiver over Amante, Commonwealth, and the relief defendants.
The Commission's complaint alleges that, from at least at least May 2008 to the present, Amante, Commonwealth, Denigris, and Dyer raised at least $2.3 million from investors by offering and selling Amante common stock in unregistered transactions. According to the complaint, defendants told investors that an initial public offering ("IPO") of Amante's stock was imminent, and that once the stock began trading publicly, the price per share could increase as much as one hundred times. These claims were false or misleading because Amante had not filed a registration statement or conducted any other necessary steps to even begin that process. In addition, there was no basis for the defendants' statements about the high returns investors would realize on their investment in Amante stock because those statements were predicated on a fictitious IPO and Amante has no current or future business prospects to support such an increase in its stock price. The complaint also alleges that Commonwealth, Denigris, and Dyer acted as unregistered broker-dealers in selling Amante shares to investors. Moreover, Denigris misappropriated the majority of investor funds both by making large, undisclosed transfers to himself for personal expenses and transferring money to individuals working at Commonwealth.
The Commission's complaint alleges that Amante, Commonwealth, and Denigris violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder; that Amante and Denigris violated Sections 5(a) and 5(c) of the Securities Act; and that Commonwealth, Denigris, and Dyer violated Section 15(a) of the Exchange Act. The Court's October 28 Order provides that the temporary restraining order and asset freeze would remain in effect until November 6, 2009, at which time the Court scheduled a hearing on the Commission's motion for a preliminary injunction. In addition to the interim relief already granted by the Court, the Commission seeks a final judgment against the defendants enjoining them from future violations of the foregoing antifraud and securities registration laws, ordering them to disgorge all ill-gotten gains, and assessing civil penalties.
The SEC acknowledges the assistance and cooperation of the United States Attorney's Office for the Southern District of Florida and the Broward County Sheriff's Office.