SEC Charges Penny Stock Promoters in Series of Kickback Schemes
FOR IMMEDIATE RELEASE
"These corrupt promoters meticulously planned their schemes down to the last detail, except for the possibility that they were walking into an undercover operation. This joint law enforcement effort is a stark warning to those who embark on securities fraud schemes that we may be listening and we may be watching."
SEC Enforcement Division
Washington, D.C., Oct. 7, 2010 — The Securities and Exchange Commission today charged more than a dozen penny stock promoters and their companies with securities fraud for their roles in various illicit kickback schemes to manipulate the volume and price of microcap stocks and illegally generate stock sales. One of the schemes was perpetrated by an actor who starred as a police officer on the long-running television show CHiPs.
The SEC worked closely with the U.S. Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation as the separate schemes were uncovered through FBI undercover operations conducted in such a way that no investors suffered harm. The U.S. Attorney today announced criminal charges against some of the same individuals facing SEC civil charges.
According to the SEC's complaints filed in U.S. District Court for the Southern District of Florida, the schemes generally involved the payment of kickbacks to purportedly corrupt pension fund managers or stockbrokers, who would use their clients' accounts to purchase the publicly traded stock of microcap issuers controlled or promoted by the individuals and companies charged today. What the promoters and insiders did not know was that the people with whom they arranged these illegal transactions were actually undercover FBI agents or confidential sources participating in undercover operations.
"These corrupt promoters meticulously planned their schemes down to the last detail, except for the possibility that they were walking into an undercover operation," said Robert Khuzami, Director of the SEC's Division of Enforcement. "This joint law enforcement effort is a stark warning to those who embark on securities fraud schemes that we may be listening and we may be watching."
Eric I. Bustillo, Director of the SEC's Miami Regional Office, added, "These penny stock promoters paid illicit kickbacks to people who they thought would help them profit at the expense of unsuspecting investors by manipulating the price of their stock or fraudulently selling their shares."
The SEC's complaints allege the following individuals and companies perpetrated various kickback schemes:
- Larry Wilcox, who lives in West Hills, Calif., and played Officer Jonathan "Jon" Baker on CHiPs, perpetrated interrelated kickback schemes with two other penny stock company executives. Anthony Mellone, who lives in Fort Lauderdale and was CEO of Tri-Star Holdings Inc., began the process by paying an illegal kickback to a purported employee pension fund trustee who was to purchase 40 million restricted shares of Tri-Star stock. Days later, Mellone paid another kickback for a purchase of 50 million restricted shares of stock. Unbeknownst to Mellone, the corrupt trustee and the trustee's business associate were undercover FBI agents, and another middleman was an FBI cooperating witness. Mellone, satisfied how the deal worked for his own company, sought to implement the same fraud with others. He informed Wilcox and Alex Parsinia of Calabasas, Calif., about the purportedly corrupt trustee, and both agreed to replicate the scheme for their own companies. Mellone demanded and received a $1,000 kickback from the witness for each completed restricted stock transaction he initiated. In each instance, the three attempted to conceal the kickback by entering into a consulting agreement with a phony company the trustee purportedly created to receive the kickback. Parsinia's company is Zcom Networks Inc. and Wilcox's company is The UC Hub Group.
- Jean R. Charbit and Tzemach David Netzer Korem engaged in a fraudulent kickback scheme to manipulate the stock of a microcap company so they could then sell their own shares at an artificially inflated price. Charbit, a stock promoter, paid an illegal kickback to a purported corrupt stock broker (actually an undercover FBI agent) to induce him to purchase $300,000 worth of stock in the microcap company for his clients' discretionary accounts. Korem drafted press releases for the penny stock company and served as its transfer agent through his company, First Public Securities Transfer. Korem, as the penny stock company's transfer agent, issued the stock certificate for the kickback. Charbit is a French citizen with a residence in Miami. Korem is believed to reside in Los Altos, Calif., and has several aliases. He also created a fictitious country, the Dominion of Melchizedek, which claims "ecclesiastical sovereignty" on an island in the South Pacific and has been the subject of criminal prosecutions in several countries.
- Scott R. Sand, the CEO and Chairman of Ingen Technologies, paid illegal kickbacks to an FBI undercover agent portraying an employee pension fund manager and to a cooperating witness portraying the manager's associate. The kickbacks were to induce the employee pension fund manager and his associate to purchase millions of restricted shares of Ingen stock. Sand also issued millions of shares of Ingen stock to the associate in exchange for acting as a middleman in the scheme. Sand told the purported manager and associate that he was trying to generate the appearance of market interest in his company, induce public purchases of its stock, and ultimately increase the stock's trading price. Sand lives in Calimesa, Calif.
- Jeffrey Galpern, a stock promoter who lives in Boca Raton, Fla., told a cooperating FBI witness that he held four million shares of stock in a Las Vegas-based microcap company and wanted to increase its value. Once the price spiked, Galpern planned to sell his own shares of the stock. He offered to promote the stock through a promotional website, and indicated that properly-timed press releases would sufficiently disguise any spike in trading volume by making it appear they were the reason behind it. Galpern intended to repeat the scheme at larger volumes and told the cooperating witness they could "continuously make money" through such a fraud.
- Bruce Palmer and his company AccessKey IP Inc. paid an illegal kickback of 30 million shares of restricted AccessKey stock to a purported corrupt stock broker (who was actually an undercover FBI agent) so he would purchase 90 million shares of AccessKey stock in order to generate the appearance of market interest in Palmer's company. Palmer attempted to conceal the kickback by issuing the shares to the broker's girlfriend and drafting three AccessKey press releases to provide a reason for the anticipated higher-than-normal trading volume created by the large purchase. Palmer did not know the broker's girlfriend was a fictional character created by the FBI. Palmer resides in Placitas, N.M.
- A pair of executives at Texas-based penny stock companies Earthworks Entertainment Inc. and The Fight Zone Inc. paid illegal kickbacks to a purported trustee of an employee pension fund so the trustee would purchase 40 million restricted shares of Earthworks and 200 million restricted shares of Fight Zone stock. John "Buckeye" Epstein and Steven E. Humphries attempted to conceal the kickback by entering into a consulting agreement with a phony company the trustee purportedly created solely for the fraud. However, the corrupt fund trustee and the trustee's friend who helped arrange the deal were actually undercover FBI agents. The company was actually a fictional entity created by the FBI for the sting operation. Epstein resides in Addison, Texas, and Humphries lives in Plano, Texas.
The SEC alleges that the promoters in some of the schemes understood that they needed to disguise the kickbacks as payments to phony consulting companies, which they knew would perform no actual work. In other instances, they knew that the purported corrupt fund managers and brokers would be violating their fiduciary duties to their clients by taking part in the kickback schemes.
The SEC's complaints allege the defendants violated Section 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The SEC is seeking permanent injunctions and financial penalties against all defendants; disgorgement plus prejudgment interest against defendants that received ill-gotten gains; officer-and-director bars against the individuals who served as officers or directors of the microcap companies involved; and penny stock bars against all individual defendants.
Jessica M. Weiner and Chedly C. Dumornay of the SEC's Miami Regional Office investigated the case, and James M. Carlson of the Miami office is litigating the actions. The SEC acknowledges the great assistance and cooperation of the U.S. Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation, Miami Division in investigating these matters.
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For more information about this enforcement action, contact:
Glenn S. Gordon
Associate Regional Director, SEC's Miami Regional Office
Chedly C. Dumornay
Assistant Regional Director, SEC's Miami Regional Office
James M. Carlson
Senior Trial Counsel, SEC's Miami Regional Office