U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21363 / January 7, 2010
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)
On January 4, 2010, the United States District Court for the Northern District of Georgia entered judgments by default against defendants Gerald P. Alexander, CJB Consulting, Inc., and Regis Filia Holdings, Inc. of Alpharetta, Georgia. The district court's order enjoins Alexander, CJB, and Regis Filia from violating Sections 5(a) and 5(c) of the Securities Act of 1933 by engaging in the offer or sale of securities as to which no registration statement has been filed or in effect. The orders were based upon the defendants' sales of the securities of thirteen public companies between March 2006 and March 2008. The order also enjoins the defendants from acting as unregistered brokers or dealers in violations of Section 15(a) of the Securities Exchange Act of 1934. The complaint alleged that Alexander held himself out as an investment banker who could raise funds for public companies. The district court ordered Alexander and CJB jointly and severally to pay disgorgement and prejudgment interest totaling $2,351,720 and a third-tier civil penalty of $130,000, and ordered Alexander and Regis Filia jointly and severally to pay disgorgement and prejudgment interest totaling $396,258 and a third-tier civil penalty of $130,000. The district court also permanently barred the defendants from participating in the offering of penny stocks.
In its complaint, the Securities and Exchange Commission alleged that Alexander, CJB and Regis Filia purchased stock from thirteen issuers over a two year period and then sold the stock to the investing public through brokerage accounts without registration statements having been filed or in effect as to the sales. The complaint alleged 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 alleged 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. See Lit. Rel. No. 20973 (Mar. 25, 2009) for a copy of the original complaint.
See Also: Judgment