U.S. SECURITIES & EXCHANGE COMMISSION
LITIGATION RELEASE NO. 18088 / APRIL 14, 2003
SEC V. SIERRA BROKERAGE SERVICES, INC., RICHARD GEIGER, JEFFREY A. RICHARDSON, AARON TSAI, MICHAEL E. MARKOW, GLOBAL GUARANTEE CORPORATION, FRANCOIS GOELO, YONGZHI YANG, K&J CONSULTING, LIMITED, KE LUO, M&M MANAGEMENT, LIMITED, JEROME B. ARMSTRONG, U.S. District Court for the Southern District of Ohio, Civil Action No. CV03-326 (S.D. Ohio)
The Securities and Exchange Commission ("Commission") today filed a civil action against eight individuals and four entities for their conduct between April 1999 and July 2000 relating to the price manipulation, unregistered sales, unreported stock ownership, and touting of securities issued by BluePoint Linux Software Corporation ("BluePoint"), a publicly-traded company located in Evansville, Indiana.
The Commission's complaint, filed in the United States District Court for the Southern District of Ohio, alleges that Aaron Tsai ("Tsai") formed a shell company called MAS Acquisition XI Corporation in 1996 and made false filings with the Commission to conceal his true ownership and control of MAS shares and to make it appear that the shares could be later sold without a registration statement in effect. According to the Complaint, on February 17, 2000, MAS acquired a Chinese Linux company and changed its name to BluePoint. On the same day, Michael Markow ("Markow") and his company Global Guarantee Corporation, Francois Goelo ("Goelo"), Yongzhi Yang and his company, K&J Consulting, Ltd., and Ke Luo and his company, M&M Management, Ltd. (collectively, the "Promoter Defendants") bought 3.75 million shares from Tsai for $250,000, or a little more than $0.06 per share. The Commission alleges that the Promoter Defendants acquired over 90% of BluePoint publicly traded shares without reporting their ownership in any Commission filing.
The Commission further alleges that the Promoter Defendants along with the participation of Sierra Brokerage Services, Inc. ("Sierra") and its two employees, Richard Geiger and Jeffrey Richardson, (collectively, the "Broker-dealer Defendants") worked in concert to create artificial trading activity and to manipulate the share price of BluePoint from $6 to a high price of $21 on the first day that BluePoint shares were traded on March 6, 2001. The Promoter Defendants and Broker-dealer Defendants dominated and control the BluePoint market that day. At all relevant times, Tsai, the Promoter Defendants, Sierra and Richardson sold or offered to sell shares in BluePoint without a registration statement in effect, and Tsai and the Promoter Defendants never reported their sales of BluePoint securities and the change in their ownership.
The Commission also alleges that Jerome Armstrong engaged in illegal touting of BluePoint on March 6 and after because he promoted BluePoint on the Raging Bull internet site, which carried hundreds of posts about BluePoint without disclosing the compensation he received from Markow and Goelo in return for his posts.
The Commission has charged: (1) Tsai, the Promoter Defendants, Sierra, and Richardson with violating Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"); (2) the Promoter Defendants and Broker-dealer Defendants with violating Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder; or in the alternative, Markow and Global Guarantee Corporation with aiding and abetting the other Promoter Defendants' violations of these provisions; (3) Sierra with violating Section 15(c)(1) of the Exchange Act and Richard Geiger and Jeffrey Richardson with aiding and abetting that violation; (4) Armstrong with violating Section 17(b) of the Securities Act; (5) the Promoter Defendants with violating Sections 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 13d-1(a), 13d-2(a), and 16a-3 thereunder, and Tsai with violating Sections 13(d)(1) and 16(a) of the Exchange Act and Rules 13d-1(a) and 16a-3 thereunder. The Commission is seeking permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, and civil penalties from all defendants.