SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 17180 / October 11, 2001
SECURITIES EXCHANGE COMMISSION V. ABSOLUTEFUTURE.COM, ET AL.,United States District Court for the Southern District of New York Civ. Action No. 01 CV 9058 (October 11, 2001).
SEC SUES ABSOLUTEFUTURE.COM, ITS FORMER CEO AND CERTAIN STOCK PROMOTERS IN CONNECTION WITH MANIPULATION SCHEME WHICH INFLATED ABSOLUTEFUTURE.COM'S STOCK PRICE BY 2,700% OVER A THREE MONTH PERIOD
The Securities and Exchange Commission announced that today it filed a complaint in the U.S. District Court for the Southern District of New York against AbsoluteFuture.com ("AFTI"), a Seattle-based software company, Graham Andrews, a resident of England and Monaco and AFTI's former president and CEO, Edward A. Durante, of Gardiner, New York, Roger M. DeTrano, of New York City, Alfred Peeper, a resident of Spain, Eugene C. Geiger, of Castle Rock, Colorado, a registered representative affiliated with Spencer Edwards, Inc., a Colorado-based broker-dealer, and certain entities controlled by Durante and DeTrano: Commonwealth Partners NY, LLC, a New York City-based financial consulting firm,Berkshire Capital Partners, Inc., Commonwealth Associates, Ltd., Dottenhoff Financial, Ltd., Galton Scott & Goulett, Inc., and Zimenn Importing and Exporting, Inc.
The Commission's Complaint alleges that from July 1999 through May 2000, Andrews, Durante and DeTrano operated a complex scheme to manipulate AFTI's stock through the use of false and misleading press releases and manipulative trading techniques. Specifically, the Commission alleges that in July and August 1999, Andrews caused AFTI to issue four false press releases which it posted on its Internet website, relating to purported business relationships and revenue projections, in order to artificially inflate the company's stock price. In two of those press releases, AFTI falsely claimed to have been selected by Microsoft Corporation as one of its preferred vendors, a highly coveted status within the software industry. Then, in November 1999, Andrews hired Durante and DeTrano to manipulate AFTI's stock price through manipulative trading undertaken by Durante, with the aid and agreement of Peeper and Geiger. In connection with the scheme, Andrews caused AFTI to improperly issue 4.1 million shares to Durante and DeTrano-controlled entities. Between December 1999 and May 2000, Durante used those shares to conduct manipulative trading in the accounts of his controlled entities at a Canadian-based broker-dealer. Andrews and DeTrano participated in the manipulative scheme by issuing press releases, one of which was false, timed to coincide with Durante's manipulative trading. Peeper participated in the scheme by purchasing large blocks of AFTI stock through matched orders placed in conjunction with Durante's sell orders. Peeper's purchases were negotiated and executed by Geiger, his broker at Spencer Edwards. The Durante-Peeper transactions were manipulative in nature because, among other things, they contained hidden discounts which artificially inflated and inaccurately reported the transactions' share volume and price. In all, the manipulation scheme increased AFTI's stock price from a low of $.21 in December 1999 to a high of $6.00 in March 2000, an increase of almost 2,700%.
The Commission's complaint charges AFTI, Andrews, Durante, DeTrano, Peeper, Geiger and various entities used by them in the scheme with violating the antifraud provisions of the securities laws (Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder). The complaint also charges AFTI, Andrews, Durante, DeTrano and various entities they used in the scheme with violating the registration provisions of the Securities Act (Section 5). Finally, the complaint charges AFTI, Andrews, Durante and DeTrano with reporting violations pursuant to Sections 13(a), 13(d) and 16(a) of the Exchange Act. The Commission seeks injunctions prohibiting future violations of the securities laws, disgorgement of the defendants' ill-gotten gain, along with prejudgment interest thereon, and civil penalties. In addition, the Commission seeks an order barring Andrews from serving as an officer or director of a public company.
In addition to the Commission's civil complaint against him, DeTrano was arrested for securities fraud on October 3, 2001 by the United States Attorney's Office for the Southern District of New York. The Commission would like to acknowledge the assistance of that office, in addition to that of NASD Regulation and of the British Columbia Securities Commission, in connection with this matter.