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U.S. Securities and Exchange Commission

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 18518 / December 22, 2003

SECURITIES AND EXCHANGE COMMISSION v. OPSIS TECHNOLOGIES INTERNATIONAL, INC., et al., Case No. 03-62251-CIV-MARTINEZ, Magistrate Judge:Klein (S.D. Fla.)

NEW YORK - The Securities and Exchange Commission announced today that it filed a civil action in federal court in Miami, Florida against Opsis Technologies International, Inc. ("Opsis"), Venture Capital Holdings, LLC ("VCH"), M & T Consulting Group, LLC ("M&T"), Michael Kordich ("Kordich"), Joseph Catapano ("Catapano"), and Aaron Andrzejewski a/k/a Aaron Andrews ("Andrews"). The Commission's complaint alleges that the defendants fraudulently obtained approximately $1.4 million from over 30 investors in an unregistered offering of Opsis securities.

The complaint alleges that the defendants deceived investors by falsely claiming that Opsis was on the verge of conducting an initial public stock offering, and by making baseless projections about the price at which Opsis stock would trade on the secondary market. According to the complaint, Opsis has not filed a registration statement with the Commission or otherwise taken any meaningful steps toward conducting an IPO. The complaint also alleges that the defendants falsely claimed that: (i) Opsis held rights to a purportedly patented "smart card" technology called the OpCard; and (ii) Opsis had a partnership with a prestigious university relating to the use of "smart cards."

The complaint names the following defendants:

Opsis, a Delaware corporation with a purported principal office in Boca Raton, Florida;
 

VCH, a company with an office in Bacon Raton, Florida that was identified as an "exclusive consulting agent" for the Opsis securities offering at issue;
 

M&T, another company with an office in Boca Raton, Florida that was also involved in the Opsis securities offering;
 

Kordich, 42, a resident of Boca Raton, Florida and a principal of VCH;
 

Catapano, a resident of Staten Island, New York and a principal of M&T; and
 

Andrews, 34, a resident of Florida associated with M&T.

The complaint seeks, as to each defendant, (i) a permanent injunction against violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rule 10b-5; (ii) an accounting; (iii) disgorgement, together with pre-judgment interest; and (iv) civil penalties. In addition, the complaint seeks, as to each defendant other than Opsis, a permanent injunction against violations of Section 15(a) of the Exchange Act and an order barring them from participating in an offering of penny stock.

The litigation is pending.


http://www.sec.gov/litigation/litreleases/lr18518.htm


Modified: 12/22/2003