U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19085 / February 16, 2005
Securities and Exchange Commission v. Concorde America, Inc., Absolute Health and Fitness, Inc., et al., Case No. 05-80128-CIV-ZLOCH (S.D. FL)
COURT FREEZES ASSETS OF PENNY STOCK PUMP AND DUMPERS. SEC FILES SUIT AGAINST EIGHT DEFENDANTS IN PINK SHEET STOCK MANIPULATION.
The Securities and Exchange Commission (SEC) announced that on February 15, 2005, Judge William J. Zloch, U.S. District Judge for the Southern District of Florida, issued emergency asset freeze orders, among other relief, against Donald Oehmke, Bryan Kos, and five related relief defendants in connection with the manipulation of two small-cap companies traded nationwide on the Pink Sheets, Boca Raton, Florida-based Concorde America, Inc. ("Concorde America"), and Greensboro, North Carolina-based Absolute Health and Fitness, Inc. ("Absolute Health"). The relief defendants are five off-shore entities: Da Silva, SA, Vanderlip Holdings, NV, Chiang Ze Capital, AVV, Ryzcek Investments, GMBH, and Barranquilla Holdings, SA. Concorde America claims to recruit Latin American workers for employment in Europe, and Absolute Health claims to own and operate several fitness centers. On February 14, 2005, the Commission filed a civil injunctive action, alleging that Oehmke, Kos, and others defrauded investors through two classic "pump and dump" schemes.
The SEC's Complaint alleges that Oehmke and Kos instigated both schemes, artificially creating demand for stock they owned in Concorde America and Absolute Health through unauthorized and false press releases, facsimile and e-mail spams, internet websites, promotional videos, and automatic voice-mail messages since approximately June 2004. According to the SEC's Complaint, Oehmke realized a net profit of over $11.3 million from his sales of Concorde America stock and more than $9.4 million from his sales of Absolute Health. The SEC's Complaint also alleges that Kos realized net profits of nearly $1.7 million from his sales of Concorde America stock, and more than $5 million from his sales of Absolute Health stock.
The SEC also sued Concorde America and its president, Hartley Lord, alleging that they participated in the stock manipulation scheme, and sued Absolute Health alleging that it did not own any fitness centers. In addition, the SEC sued Thomas M. Heysek, Andrew M. Kline, and Paul A. Spreadbury alleging that they prepared false and misleading analyst reports, tout sheets, and press releases, among other things.
The SEC's Complaint charges Concorde America, Lord, Absolute Health, Oehmke, Kos, Heysek, Kline, and Spreadbury with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, which prohibits fraud in connection with the purchase and sale of securities.
Investors are advised to read the SEC's "Microcap Stock - A guide for Investors" Investor Alert, which provides tips on how to avoid being a victim microcap fraud. This and other investor alerts can be found on the SEC's web site, at www.sec.gov.