U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 18795 / July 26, 2004
Securities and Exchange Commission v. Hershey Moss, Case No. C 04-2683-JL (N.D. Cal.)
SEC CHARGES ST. LOUIS EX-CON IN FRAUDULENT STOCK SCHEME
The Securities and Exchange Commission filed a civil complaint on July 6, 2004, against St. Louis businessman Hershey Moss. The Commission's complaint alleges that Moss misrepresented the business plan for his company, National Pizza Corporation, in the company's registration statement for its initial public offering. The registration statement portrayed National Pizza as a legitimate start-up company, when in fact Moss intended to sell it as a "shell company" to a privately-held company. As alleged in the complaint, Moss's subterfuge allowed the company to evade regulatory scrutiny aimed at preventing common abuses (such as market manipulations) arising out of such shell company mergers.
National Pizza's registration statement, filed with the Commission in February 2002, stated that the company intended to develop a national network of frozen pizza distributors. When asked by the staff of the Division of Corporation Finance, Moss affirmed that the company had no plans to seek a business combination in the near future. In fact, according to the complaint, at the same time Moss was making such representations, he was secretly negotiating the sale of National Pizza as a valuable public "shell" corporation to a private company. Shortly after National Pizza's registration statement became effective and it became a public company, Moss closed the deal with the private entity, selling his shell company for approximately $500,000 cash and 440,000 shares in the merged company.
Once the merger was completed, the new San Francisco-based company (then known as BSP Onelink, and later renamed One Link 4 Travel, Inc.) applied to the NASD to list shares of its stock on the OTC Bulletin Board. Because the merger appeared to be inconsistent with National Pizza's public filings purporting to pursue a pizza business, the NASD raised questions about the timing of the merger negotiations. According to the complaint, Moss falsely assured the NASD that he did not change his intention to run a pizza business until after the company became public. Following Moss's misrepresentations, the NASD approved the travel company's listing application, allowing the shares to be listed on the OTC Bulleting Board. Moss subsequently sold a portion of his shares on the open market for approximately $120,000.
The suit, brought in federal district court in San Francisco, charges Moss with making false and misleading statements in connection with the company's public offering (in violation of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933) and misleading the NASD in connection with the listing of the stock for public trading (in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder).