SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 17036 / June 18, 2001
SECURITIES AND EXCHANGE COMMISSION v. THE GLOBUS GROUP, INC., et. al, No. Civ. 99-CV-1968 (S.D. Fla.)
The Commission announced today that on June 7, 2001 the United States District Court for the Southern District of Florida entered final judgments against Trans-Global Holdings, Inc., located in Des Plaines, Illinois, Jacques Verhaak, who was a director of Trans-Global residing in Memphis Tennessee, China Food and Beverage Company, located in Kew Gardens, New York, and James Tilton, who is the president and a director of China Food residing in Whitestone, New York, finding the defendants had violated the anti-fraud provisions of the federal securities laws by issuing false and misleading press releases during May and June 1999. The Court ordered Verhaak to pay a civil penalty of $15,000 and Tilton to pay a civil penalty of $37,500. The defendants consented to entry of the final judgments without admitting or denying the Court's findings.
The Commission filed a civil injunctive case on July 15, 1999 alleging that Trans-Global and China Food each issued two false and misleading press releases prepared by Anthony DiMarco, also known as Bruce Gorcyca, and his company, The Globus Group. Trans-Global's stock (TGHI) and China Food's stock (CHIF) are quoted on the Bulletin Board, a service of Nasdaq Stock Market Inc. The Commission alleged that on May 10, and June 1, 1999, China Food Trans-Global respectively issued press releases prepared by DiMarco stating that each company's board of directors had voted to pursue a $4 million acquisition of television advertising time, which would provide the necessary assets for each company to obtain Nasdaq small cap status. These press releases were false and misleading because China Food and its president, James Tilton, and Trans-Global and its director, Jacques Verhaak, did not obtained basic information to verify that the television assets existed or that the assets were worth the stated amount prior to issuing the press releases. The Commission also alleged that on May 17, and June 7, 1999, China Food and Trans-Global respectively issued press releases prepared by DiMarco stating that each had received either a $60 million or $5 million financing offer from an east coast investment banking firm. These press releases were false and misleading because the financing offers were from DiMarco's company, The Globus Group, which was not an investment banking firm and did not have the ability either directly or indirectly to provide the financing offered. The Commission alleged that the defendants knew the press releases were false or were reckless in issuing the press releases because they took no action to confirm the accuracy of the statements before issuing them to the public.
The Commission also alleged that Trans-Global and Verhaak issued three additional press releases containing false and misleading statements about the company's acquisition of real estate properties in Florida which it planned to develop as time-share properties. The press releases falsely stated that Trans-Global had acquired Sun Raye River Estates and Murphy's Island near Jacksonville, Florida, when in fact the contract on the first property was null and void because Trans-Global was unable to obtain a guaranteed price for stock it was exchanging for the property, and Trans-Global failed to obtain a written agreement to acquire the second property. The defendants also overstated the acquisition price of the Sun Raye River Estates as $3 million when the contract price was less than $1 million, and overstated the acquisition price of Murphy Island as $6 million when there was no written agreement to purchase the property. The Commission alleged that Trans-Global and Verhaak knew these press releases were false or were reckless in issuing the press releases.
The Court found in the final judgment that the defendants violated the anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 by issuing the false and misleading press releases, and ordered Verhaak and Tilton to pay civil penalties. In the same case, the Court previously entered a permanent injunction on August 11, 2000 against defendants DiMarco and The Globus Group, and ordered them to disgorge $225,000 of profits from their fraudulent activities and to pay civil penalties of $75,000 each.
On June 18, 2001, the Commission also issued settled cease-and-desist orders against China Food, Tilton, Trans-Global and Verhaak finding the defendants had violated the anti-fraud provisions of Section 10(b) of the Exchange Act and Rule 10b-5 based on the same facts alleged in the civil case. The Commission ordered that China Food, Tilton, Trans-Global and Verhaak cease and desist from committing or causing violations of the Exchange Act provisions cited above.http://www.sec.gov/litigation/litreleases/lr17036.htm