Irwin Boock, et al.


Litigation Release No. 22499 / September 28, 2012

Securities and Exchange Commission v. Irwin Boock, et al., Civil Action No. 09 CV 8261 (S.D.N.Y) (DLC)

SEC Obtains Judgments and $12.9 Million in Monetary Relief Against Three Defendants Involved in 23 Corporate Hijackings

On August 2, 2012, the United States District Court for the Southern District of New York entered judgments against Irwin Boock, Jason C. Wong and Stanton B.J. DeFreitas for their involvement in hijacking 23 defunct or inactive publicly-traded companies and subsequently making unregistered offers and sales of billions of shares.

On March 26, 2010, the Court entered a default as to Boock and DeFreitas and imposed permanent injunctions against future violations of the registration provisions, Section 5 of the Securities Act of 1933, and the antifraud provisions, Securities Act 17(a) and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court order also imposed a permanent bar against Boock and DeFreitas participating in any offering of a penny stock and a permanent bar against Boock serving as an officer or director of a publicly-traded company with a class of securities registered with the Commission.

On August 25, 2011, the Court entered summary judgment as to Wong on the Commission's claims under Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5. The Court also granted partial summary judgment as to Wong on the Commission's claims under Securities Act Section 5, finding that the evidence was sufficient to establish that Wong had violated the registration requirements in relation to 12 of the hijacked companies.

The judgments entered on August 2, 2012 hold Boock, Wong, and DeFreitas jointly and severally liable to pay $6,140,172 in disgorgement and $2,062,282 in prejudgment interest. The judgments also order Boock, Wong, and DeFreitas to pay civil penalties of $2,999,000, $1,560,000, and $130,000, respectively. As noted in the Court's opinion and order issued at the same time as the judgments were entered, the Court imposed a lower penalty on DeFreitas based on his acceptance of responsibility and active cooperation with the Commission staff during the litigation. The judgment entered against Wong also permanently enjoins him from committing future violations of Securities Act Sections 5 and 17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder and imposes a permanent penny stock bar and officer and director bar.

On September 24, 2012, the Commission instituted an order suspending a fourth defendant, Roger L. Shoss, from appearing or practicing as an attorney before the Commission pursuant to Rule 102(e)(2) of the Commission's Rules of Practice based on his felony conviction in United States v. Roger Shoss, et al., Case # 8:11-cr-00366-T-30TBM (M.D. Fla.). See In the Matter of Roger L. Shoss, Administrative Proceeding No. 3-15041 (Ex. Act Rel. No. 67914). The Commission's civil action against Shoss has been stayed pending the outcome of the criminal proceeding.

The Commission acknowledges the assistance and cooperation of the Ontario Securities Commission, the U.S. Attorney's Office for the Middle District of Florida in Tampa, the Tampa Field Offices of the U.S. Secret Service, U.S. Immigration and Customs Enforcement, and the Financial Industry Regulatory Authority.

For further information, please see Litigation Release No. 21243 (October 8, 2009).


Last Reviewed or Updated: June 27, 2023