United States Securities And Exchange Commission Litigation Release No. 16005 / December 17, 1998 SECURITIES AND EXCHANGE COMMISSION v. SCOTT ALEXANDER GRYSKIEWICZ, a/k/a SCOTT ALEXANDER and d/b/a PRIVATE AUTO PLACEMENT, and AMERICAN SECURITIES INC. 98 Civ. 7688 (E.D.N.Y.)(NG) The Securities and Exchange Commission ("Commission") announced that it filed a complaint on December 15, 1998, in the United States District Court for the Eastern District of New York charging an unregistered broker with fraudulently offering and selling unregistered securities. To stop the ongoing violations, the Commission applied for emergency relief, including a temporary restraining order against future violations, and an order freezing the assets of the defendant and a company that he controls that has been named as a relief defendant. Without admitting or denying the allegations in the complaint: (1) the defendant consented to the entry of an order preliminarily enjoining the defendant from violating the antifraud and broker registration provisions; and (2) the defendant and the relief defendant consented to a temporary freeze of their assets, which will continue until such time as the Court schedules and holds a hearing in approximately 30 days to determine whether the asset freezes should remain in place throughout this action. Named in the Complaint as a defendant is: Scott Alexander Gryskiewicz, 27 years old, who resides in Nutley, New Jersey. Gryskiewicz also has the d.b.a. name of Private Auto Placement. Named in the Complaint as a relief defendant is: American Securities, Inc. ("American (NJ)"), a New Jersey corporation that was incorporated by Gryskiewicz on or about May 28, 1998. American (NJ)'s principal office is in Lodi, New Jersey ("Lodi Office"). Gryskiewicz controls American (NJ). The Complaint alleges that: Since approximately May 1998, Gryskiewicz has been unlawfully acting as an unregistered broker, directly and through the Lodi Office. Through boiler room sales practices, including cold-calling and false promises of quick profits, Gryskiewicz and others in the Lodi Office have raised more than $500,000 from approximately 71 investors who purchased unregistered securities issued by Pan American Securities, Inc. ("Pan American"). Gryskiewicz and others under his supervision in the Lodi Office have defrauded Pan American investors by making one or more of the following materially false claims: a) Pan American was about to make an initial public offering ("IPO"); b) the offered Pan American securities are freely tradable, when in fact they are restricted; and c) the offered Pan American securities could be sold for a substantial profit after the purported IPO. Gryskiewicz and others in the Lodi Office have recently embarked on another fraudulent offering of unregistered securities issued by a purported company named Freetrade.com, Inc. ("Freetrade"). Among other things, Gryskiewicz is disseminating a private placement memorandum ("Freetrade PPM") that falsely represents that the offered Freetrade securities are "immediately tradable," when in fact, they are restricted. By engaging in the foregoing conduct, Gryskiewicz allegedly has been violating Section 17(a) of the Securities Act of 1933, and Sections 10(b), 15(a)(1) and 15(c)(1) of the Securities Exchange Act of 1934 and Rules 10b-3, 10b-5 and 15c1-2. The Complaint seeks: (i) preliminary and permanent injunctions against Gryskiewicz; (ii) civil penalties against Gryskiewicz; (iii) disgorgement of ill-gotten gains by Gryskiewicz and American (NJ); (iv) asset freezes against Gryskiewicz and American (NJ); (v) accountings by both Gryskiewicz and American (NJ) to quantify ill-gotten gains received by each; and (vi) other equitable relief. The litigation is pending.