UNITED STATES OF AMERICA
|In the Matter of
|ORDER INSTITUTING PUBLIC
PURSUANT TO SECTION 15(b)
OF THE SECURITIES EXCHANGE
ACT OF 1934, MAKING
FINDINGS AND IMPOSING
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Ronald Obsgarten ("Obsgarten" or "Respondent") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of the institution of these proceedings, Obsgarten has submitted an Offer of Settlement ( the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying any of the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the matters set forth in paragraph II. 1. below, and the entry of the injunction set forth in paragraph II. 4. below, which are admitted, Obsgarten consents to the entry of this Order Instituting Public Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (the "Order"), by the Commission.
Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted.
On the basis of this Order and the Respondent's Offer, the Commission finds that:
1. Respondent has never been registered with the Commission as a broker-dealer or in any other capacity.
2. On September 23, 1998, the Commission filed a complaint in the United States District Court for the Southern District of Florida, SEC v. VII Visionary Investments, Inc. d/b/a/ Historic Hotel Holdings, Inc., et al., Civil Action No. 98-8675-CIV-MIDDLEBROOKS (S. D. Fla. September 23, 1998), against, among others, Respondent (the "Complaint"). Among other things, the Complaint charged Respondent with violations of certain antifraud provisions of the federal securities laws.
3. The Commission's Complaint alleged, among other things, as follows:
a. In the summer of 1996, the Respondent, as President of both a Delaware private corporation, VII Visionary Investments, Inc. and a Florida "shell" corporation, purported to merge them. Subsequently, the purportedly merged corporation issued stock certificates in the name of Historic Harder Hall, Inc. ("HHH").
b. Between October 1996 and January 1997, Respondent and others solicited investors to purchase HHH stock. During that period of time, Respondent and others fraudulently offered and sold at least approximately $553,000 worth of HHH stock to investors.
c. Among other things, Respondent (i) misrepresented to investors that HHH owned the Historic Harder Hall hotel in Sebring, Florida; (ii) that funds raised from investors would be used to renovate the hotel; (iii) the status of the merger and HHH's corporate name; and (iv) that a medical facility would be able to lease out hotel rooms before the hotel even opened.
d. From February to early April 1997, Respondent purportedly tried to merge HHH with a company in the oil and gas industry (the "Oil Company"). Although discussions between HHH and the Oil Company never advanced beyond the preliminary stages, Respondent issued false press releases stating that HHH was going to acquire a Texas-based oil equipment manufacturing company (the "Manufacturing Company") and that HHH had a "definitive agreement" to acquire the Oil Company, which supposedly owned one hundred percent of the Manufacturing Company. In fact, HHH never came to an agreement to acquire the Oil Company, nor did the Oil Company own the Manufacturing Company.
e. None of the HHH securities that Respondent sold were ever registered with the Commission.
4. On February 21, 1999, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to jurisdiction, Respondent consented to the entry of a final judgment of permanent injunction. On June 29, 1999, the Court permanently enjoined Respondent from future violations of Sections 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.
5. At all times that Respondent was selling it, HHH's common stock was a penny stock as defined by the Exchange Act and rules promulgated thereunder.
On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer.
ACCORDINGLY, IT IS ORDERED that:
Obsgarten be, and hereby is, barred from participating in any offering of a penny stock, including i) acting as a promoter, finder, consultant, or other person who engages in actions with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock; or ii) inducing or attempting to induce the purchase or sale of any penny stock.
By the Commission.
Jonathan G. Katz
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