UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 16148 / May 17, 1999 SECURITIES AND EXCHANGE COMMISSION v. KLEIN MAUS & SHIRE INC., THE UNITED STATES FINANCIAL GROUP INC., MOHAMMAD ALI KHAN AND ASIM SAIN KOHLI, 99 Civ. 3424 (S.D.N.Y.) (RWS) NEW YORK -- The Securities and Exchange Commission today filed an action in federal court in Manhattan charging a registered broker-dealer based in New York City, its parent company and two individuals, including the sole common stockholder of both companies, with securities fraud and other violations. The Commission further alleges that at least 55 investors were defrauded of more than $2.7 million. Named in the complaint are: Klein Maus & Shire, Inc. ("KMS"), a broker-dealer registered with the Commission and a member of the National Association of Securities Dealers. KMS maintained its offices in New York, New York. The United States Financial Group, Inc. ("USFG"), a Delaware corporation and the parent company of KMS and two other subsidiaries: U.S. Military Resale Group, Inc. and KMS Asset Management Group. Inc. Mohammad Ali Khan ("Khan"), age 33, a resident of Franklin Park, New Jersey and KMS' chief executive officer and sole owner of KMS stock. Khan is also the chairman and president of USFG and the sole owner of USFG common stock. Asim Sain Kohli ("Kohli), age 33 and a resident of Monmouth Junction, New Jersey. Kohli is KMS' operations manager and the executive vice-president and chief operating officer of USFG. According to the Commission's Complaint: Khan, who controls KMS and USFG, and Kohli, Khan's brother-in- law, engaged in two fraudulent offerings of unregistered securities. First, between April 1996 and June 1997, KMS, Khan and Kohli fraudulently obtained at least $2.7 million from at least 55 purchasers of KMS securities by making false and misleading statements about KMS' business operations and by overstating its financial condition. Second, in offering for sale securities of USFG, KMS' parent company, from July 1997 through January 1998, USFG, Khan and Kohli made material misrepresentations concerning the financial condition of USFG. For example, Khan and Kohli, directly or indirectly, distributed financial statements for KMS and USFG that overstated each company's assets by more than 20-fold and 200-fold, respectively. During the course of the offerings of the KMS and USFG securities, Khan and Kohli diverted and dissipated for their personal benefit sums totaling hundreds of thousands of dollars. By March 17, 1999, KMS had exhausted its capital and closed its doors. Khan and KMS also: (a) unlawfully offered and sold KMS securities without filing a registration statement and when no exemption was available; (b) unlawfully employed an unregistered salesman to sell the KMS securities and took steps to conceal that activity; and (c) failed to comply with the penny stock disclosure requirements in connection with the sale of the KMS securities. The Commission alleges that by engaging in the foregoing conduct: (a) KMS and Khan violated the antifraud provisions of the federal securities laws [Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 ("Exchange Act")], as well as, the securities registration requirements [Section 5 of the Securities Act], penny stock disclosure requirements [Section 15(g) and Rules 15g-2, 15g-3 through 15g-6 and 15g-9 of the Exchange Act] and broker registration requirements [Section 15(b)(7) and Rule 15b7-1 of the Exchange Act] of the federal securities laws; (b) Kohli violated the antifraud provisions of the federal securities laws [Section 17(a) of the Securities Act and Section 10(b) and Rule 10b-5 of the Exchange Act]; and (c) USFG violated certain antifraud provisions of the federal securities laws [Sections 17(a)(1) and 17(a)(3) of the Securities Act]. The Commission seeks a final judgment: (1) permanently enjoining the defendants from future violations of these provisions of the federal securities laws; (2) requiring the defendants to provide an accounting and to disgorge all ill- gotten gains, plus prejudgment interest thereon; (3) imposing civil penalties against Khan and Kohli; (4) ordering that defendants repatriate all assets transferred abroad that were obtained from the illegal activities; and (5) permanently barring Khan and Kohli from serving as officers or directors of a public company. The litigation is pending.