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Securities and Exchange Commission

Litigation Release No. 18028 / March 11, 2003

SEC Files Fraud Action Against North American Medical Products, Inc., Its President, and Boiler-Room Operators

Company, President, and Director Settle for Fraud Injunctions, Industry Bars, Disgorgement and Other Sanctions

Securities and Exchange Commission v. North American Medical Products, Inc., Arthur Gianakos, Paul Wayne Mason (a/k/a Louis Ronnie Sarpy), Laurence Mark Anderson (a/k/a Ron Laurence), Kristen Luck Emery, and Niko G. Efstathiou, Civ. No. SACV 03-250 AHS(ANx)

Today the Commission filed a civil injunctive action in the United States District Court for the Central District of California against North American Medical Products, Inc. ("NAMP"), a corporation operating in Albany, New York that sells needle stick protection devices and other medical products, its President and individuals who sold NAMP stock to the public. The complaint alleges that, from 1997 through the Fall of 2001, NAMP engaged in the fraudulent sale of its unregistered stock through unregistered brokers in boiler-rooms operated in Orange County, California. NAMP President Arthur Gianakos of Albany, New York, former NAMP director Niko G. Efstathiou, and boiler-room operators Paul Mason (a/k/a Louis Ronnie Sarpy), Laurence Mark Anderson (a/k/a Ron Laurence), and Kristin Luck Emery, all of Southern California, were also named as defendants. Defendants NAMP, Gianakos and Efstathiou have agreed to settle the Commission's action.

Each of the defendants is alleged to have made material misrepresentations and omissions to potential investors in sales materials or telephone solicitations, including:

  • failing to disclose that the company was paying a 50% commission to unregistered brokers from investor subscriptions to NAMP offerings;
     
  • misrepresenting that the offering costs associated with the stock offerings would not exceed 20% of the amount raised;
     
  • failing to provide financial statements to investors, which would have disclosed that the company had never been profitable;
     
  • misrepresenting that commissions would only be paid to registered broker-dealers; and
     
  • misrepresenting that commissions would not be paid to company officers, directors, or employees.

Paul Mason is further alleged to have fraudulently claimed in telephone solicitations:

  • that NAMP's profit margin was 30%;
     
  • that the company "should write $50-100 million dollars in sales" in 2001, while not disclosing that its highest annual gross revenue at that time was less than $200,000;
     
  • that an "angel" investor had invested $15 million in the company; and
     
  • that NAMP had applied with NASDAQ for pre-approval of the listing of its stock on the NASDAQ stock exchange.

Laurence is also alleged to have falsely represented that the company received a $1 million order from New York officials the day after the September 11, 2001 terrorist attacks. The complaint further alleges that the NAMP stock was not registered with the Commission, nor were Efstathioiu, Mason, Laurence, or Emery registered as brokers.

The Complaint alleges that through these actions NAMP, Gianakos, Efstathiou, Mason, Laurence, and Emery violated Sections 5 and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b), of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder. Further, defendants Efstathiou, Mason, Laurence and Emery are alleged to have violated Section 15(a) of the Exchange Act, and Gianakos is alleged to have aided and abetted their violations of that provision.

The Commission seeks: disgorgement of ill-gotten gains and prejudg-ment interest from NAMP, Efstathiou, Mason, Laurence, and Emery; civil money penalties from all defendants; injunctions as to all defendants against future violations of the securities laws they are alleged to have violated; officer and director bars as to Gianakos and Efstathiou; penny stock bars as to Gianakos, Mason, Laurence, and Emery; and a broker-dealer bar as to Efstathiou.

NAMP, Gianakos, and Efstathiou have agreed to settle the Commis-sion's action against them, without admitting or denying the allegations in the complaint, by consenting to the entry of an order of the U.S. District Court enjoining them from violating each of the provisions they are alleged to have violated. Gianakos also agreed, as a condition of settlement, to forgive a loan he made to NAMP in the amount of $354,637 including accrued interest, and consented to an officer and director bar and a penny stock bar. Efstathiou further consented to an officer and director bar, a broker-dealer bar based on the entry of the injunction, and to return 1,050,000 shares of stock to NAMP he received in connection with the stock offering in which he participated. NAMP further agreed to disgorge $120,000, representing all of the proceeds of its stock sales remaining in its possession, and to cancel the shares returned by Efstathiou. No further monetary relief was required of Gianakos or Efstathiou based on their sworn financial statements.

 

http://www.sec.gov/litigation/litreleases/lr18028.htm

Modified: 03/11/2003