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Jeffrey B. Norris
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SECURITIES AND EXCHANGE COMMISSION, Plaintiff, vs. LASV ENTERPRISES, INC., Defendants. |
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COMPLAINT Case No: |
Plaintiff Securities and Exchange Commission ("Commission") alleges as follows:
1. This matter involves a "pump and dump" stock fraud scheme relating to the securities of LASV Enterprises, Inc. ("LASV"), a public company which operated, at all times relevant to this Complaint, under the undisclosed control of defendant Robert Stanley Zaba ("Zaba"). With the complicity of defendant Robert H. Abbott ("Abbott"), LASV's "puppet" officer and director, defendants Zaba and Warren J. Soloski ("Soloski") obtained control millions of shares of LASV stock. Between April 2000 and July 2001, LASV's transfer agent issued over 60 million shares in the names of Robert S. Zaba's nominees, often for no consideration. For example, defendants obtained control of over 16 million shares of LASV through filing Forms S-8 containing false and misleading information, including characterizing recipients as "consultants," when, in fact, they were merely nominees of Zaba. Moreover, none of defendants' subsequent distributions of these shares were properly registered with the Commission.
2. After obtaining control of LASV and a majority of its shares, Zaba, in concert with Abbot and Soloski, created artificial demand for LASV stock through the dissemination of false and misleading press releases and public filings. Between April 2000 and July 2001, defendants manipulated the market for LASV stock principally through three fraudulent promotional campaigns involving LASV's purported acquisition of three major assets: (1) a Dominican resort valued in LASV's financial statement at $2.825 million; (2) an airline purportedly grossing $70 million in annual sales; and (3) the franchise for a Russian national lottery, which defendants claimed would have revenues of $500 million in the first year of operations and $5 billion by the fifth year of operations. In fact, LASV never had sufficient financial resources to consummate any of these acquisitions, never completed any of the transactions, and defendants' representations to the contrary were outright lies.
3. While priming the market for LASV stock through false and misleading statements about these acquisitions, Zaba and Soloski systematically dumped their LASV shares on the market at the inflated prices they created. As set forth in more detail in the body of this Complaint, Zaba and Soloski sold or transferred millions of shares, realizing financial benefits in excess of $2.3 million. Zaba further facilitated this deception of the investing public by failing to make public disclosures concerning his beneficial ownership of LASV stock, as required by the federal securities laws.
4. The Commission, in the interest of protecting the public from further fraudulent activities, brings this action seeking an order permanently enjoining the defendants from further violations of the federal securities laws, and seeking other legal and equitable relief, including an accounting, disgorgement of ill-gotten gains, plus prejudgment interest thereon, an officer-and-director bar, a penny-stock bar and monetary penalties as allowed by law.
5. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77v(a)] and Section 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78aa]. Defendants have, directly and indirectly, made use of the means or instrumentalities of interstate commerce and/or the mails in connection with the transactions described in this Complaint.
6. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa], because certain of the acts and transactions described herein took place in the District of Columbia. In particular, LASV filed periodic filings and registrations statements containing material misrepresentations and omissions with the Securities and Exchange Commission in the District of Columbia.
7. LASV Enterprises, Inc. is a Delaware corporation that maintained offices in British Columbia, Canada. Its common stock was registered under Section 12(g) of the Exchange Act [15 U.S.C. § 78l(g)], and its shares were quoted on the Over-The-Counter Bulletin Board System ("OTC Bulletin Board") at the time of the allegations in this Complaint. LASV has not filed any current or periodic reports with the Commission since it filed a Form 10-Q for the period ending June 30, 2001, in September 2001, and its stock is currently quoted on the Pink Sheets.
8. Robert Stanley Zaba, age 47, is a Canadian citizen and a resident of Vernon, British Columbia. Zaba was the undisclosed control person of LASV. At the time of the allegations stated in this Complaint, Zaba beneficially owned a controlling interest in LASV. Zaba sold or otherwise transferred more than seven million shares of LASV, realizing a financial benefit of more than $2 million.
9. Robert B. Abbott, age 57, is a Canadian citizen and a resident of Aylmer, Quebec. Abbott served as Zaba's nominee officer and director for LASV and signed LASV's Commission filings and board resolutions.
10. Warren J. Soloski, age 62, is a Los Angeles, California attorney who prepared LASV's false and misleading Commission filings and Form S-8 registration statements. For his efforts, Soloski received and sold over 640,000 LASV shares, receiving proceeds of more than $240,000. Soloski previously engaged in illegal insider trading, resulting in a Commission enforcement action. On September 26, 2003, the Commission entered a consent cease-and-desist order against Soloski for violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. In the companion civil case, Soloski also consented to pay disgorgement and a civil penalty.
11. On March 15, 2000, Zaba paid approximately $284,000 to purchase approximately 16.4 million shares, or 82% of the outstanding shares, of LASV's predecessor shell corporation. Soloski counseled Zaba in the shell company purchase and received 200,000 LASV shares for his efforts. Shortly thereafter, Zaba made Abbott the company's president and a board member. In order to disguise Zaba's controlling interest in the company, Zaba recruited nominee shareholders, including Abbott, to have shares issued in their names. All of these shares were either sold into the market or distributed for Zaba's benefit.
12. On May 10, 2000, LASV issued a press release announcing the reverse merger acquisition of a privately held Canadian holding company. The acquisition of the holding company was also disclosed in a May 22, 2000, Form 8-K filed with the Commission in the District of Columbia, which Zaba and Soloski prepared. The filing falsely claimed that a privately held Texas corporation owned the majority interest in the Canadian holding company and that, as a result of the reverse merger with LASV, the Texas company "now controlled" LASV with 57% of the outstanding stock. In truth, Zaba controlled the Canadian holding company and he indirectly received 9.1 million LASV shares in the reverse merger transaction.
13. On May 30, 2000, LASV announced in a press release distributed through PR Newswire, a wire service, that it had acquired a Dominican Republic resort. Zaba created, approved and paid for the press release with his personal credit card.
14. On September 5, 2000, LASV filed with the Commission a Form 10-QSB for the period ending June 30, 2000. The financial statements included in this filing falsely claimed that LASV had made an investment in the seller of the Dominican resort valued at $2.825 million, and that LASV had issued a $1.95 million note payable to the property seller.
15. On October 26, 2000, LASV issued another false press release distributed through PR Newswire claiming the company owned the development and that it had obtained "approval from the State Secretary of Finance in the Dominican Republic for a Casino and Gaming License to be operated within our project in Cabarete Bay, Dominican Republic." Zaba created, approved and paid for the press release with his personal credit card.
16. On December 19, 2000, LASV issued a press release distributed through Business Wire, a wire service, that falsely claimed that it had millions of dollars in financing for the Dominican project. The press release stated that LASV has:
concluded negotiations to clear the debt mortgage of $1,950,000 on the development project in the Dominican Republic . . . LASV Enterprises, Inc. has concluded negotiations with a financial group in Europe to advance the outstanding funds owed by LASV for the Dominican Republic project. The Financial Group will hold a first mortgage against the property until the debt is repaid. . . The Company is also entering into the final stages of closing additional financing of $3,500,000 to complete the building of the remaining Condominiums and Casino. Announcement of completion for the building financing is anticipated in the first quarter of 2001.Zaba created and approved the press release.
17. On or about January 12, 2001, LASV filed with the Commission a Form 10-KSB annual report for the period ending September 30, 2000, that represented that LASV owned real estate in the Dominican Republic valued at $2.825 million with a corresponding $1.95 million liability against the property.
18. On or about April 4, 2001, LASV filed with the Commission an amended Form 10-KSB annual report for the period ending September 30, 2000, representing that LASV owned real estate in the Dominican Republic valued at $2.825 million with a corresponding $1.95 million liability against the property.
19. These press releases and Commission filings contained at least the following material misrepresentations and omissions:
LASV never owned the Dominican resort property as stated in its May 30, and December 19, 2000 press releases and its September 5, 2000, January 12, 2001, and April 4, 2001, Commission filings;
LASV did not have a property valued at $2.825 million as claimed in its financial statements in September 5, 2000, January 12, 2001, and April 4, 2001, Commission filings because LASV did not own the property;
LASV had no debt mortgage to clear as stated in the December 19, 2000, press release. The $1.95 million was the unpaid purchase price of the Dominican resort property;
LASV had no agreement with a European financial group to advance funds to purchase the Dominican property as stated in the December 19, 2000, press release, and no funds were ever advanced by such a group;
LASV never neared closing on $3.5 million in financing to complete the project as claimed in the December 19, 2000, press release;
In its December 19, 2000, press release and January 12, 2001, Commission filing, LASV failed to disclose that, as of the date of the release and filing, LASV was in default on the purchase contract;
In its April 4, 2001, Commission filing, LASV failed to disclose the material fact that the Dominican resort property seller had, effective March 20, 2001, terminated the purchase agreement; and
LASV failed to disclose in its press releases and Commission filings the true details of LASV's and Zaba's transactions related to the Dominican property, specifically:
(1). On May 30, 2000, LASV entered into an option agreement to purchase the Dominican Republic resort. Zaba negotiated and Abbott signed the agreement on behalf of LASV. The option provided LASV the right to purchase the property by paying a down payment of $100,000 by June 19, 2000, and $1,950,000 in cash by the July 19, 2000, closing date. Zaba paid a non-refundable $175,000 option fee by transferring 175,866 LASV shares to the seller;
(2). LASV failed to meet the June 19 down-payment deadline. Zaba paid for two extensions of the option agreement by personally signing promissory notes for US $600,000 to the property seller. Zaba then paid for the down payment on the property by paying the seller 70,000 LASV shares and a $100,000 promissory note in lieu of the $100,000 down payment. Zaba paid the $700,000 in personal notes by transferring over 800,000 LASV shares to the seller; and
(3). On August 15, 2000, the seller and LASV executed a purchase contract on the property for $1.95 million with a new closing date of October 19, 2000. However, neither LASV nor Zaba was able to secure financing to close the acquisition. LASV never paid the price in the purchase agreement and the seller terminated the purchase agreement on March 20, 2001.
20. Between May and October 2000, LASV issued several press releases relating to its purported acquisition of an airline that contained material misrepresentations and omissions. On May 10, 2000, LASV issued a press release distributed through PR Newswire that claimed that the Canadian holding company it was acquiring in the reverse merger was in the final stages of negotiations to purchase a successful New York-based airline, grossing $70 million in sales. The release also stated that company had "received approvals for $12 million for the purchase of the airline." Zaba created, approved and paid for the press release with his personal credit card.
21. On June 7, 2000, LASV claimed in a press release distributed through PR Newswire that it was "in final negotiations to purchase an Airline company based in New York [and that] management has already secured the funds necessary to complete the acquisition." Zaba created, approved and paid for the press release with his personal credit card.
22. On June 26, 2000, LASV claimed in a press release distributed through PR Newswire that it had "finalized negotiations to purchase a majority interest (75.1%) in a high-end U.S. Airline." Zaba created, approved and paid for the press release with his personal credit card.
23. On September 14, 2000, LASV claimed in a press release distributed through PR Newswire that it had a "leadership position" in the airline industry. Zaba created, approved and paid for the press release with his personal credit card.
24. On September 19, 2000, LASV claimed in a press release distributed through PR Newswire that it was "actively acquiring interests and establishing itself in the air transportation" industry. Zaba and Abbott wrote and approved the press release and Zaba paid for the press release with his personal credit card.
25. On October 26, 2000, LASV claimed in a press release distributed through PR Newswire that closing on the airline deal had been delayed but that "confirmed funding was in place" and that it was "extremely confident of closure in the first quarter of 2001." Zaba created, approved and paid for the press release with his personal credit card.
26. In fact, these press releases contained at least the following material misrepresentations and omissions:
LASV never signed any agreement to purchase an interest in an airline or "finalized negotiations" as represented in its June 26, 2000, press release. The company negotiated a proposed contract that required it to pay $500,000 into an escrow account before signing the $13 million purchase agreement. LASV never made the escrow payment;
LASV failed to disclose that the owner of the New York airline terminated negotiations with LASV on or before July 27, 2000;
LASV never secured financing for the airline purchase as represented in its press releases of May 10, June 7, and October 26, 2000. Instead, LASV merely executed a "funding commitment" agreement with a purported Florida corporation that required LASV to pay a $175,000 commitment fee. LASV never paid the commitment fee, and no financing was ever provided;
LASV never had any funds with which to purchase an airline; and
LASV never owned or operated an airline, much less held a "leadership position" in the airline industry as it claimed in its September 14, 2000 press release.
27. Between December 2000 and May 2001, LASV issued several press releases pertaining to the purported acquisition of a New York corporation that supposedly held the license for the "sole online lottery business in the Russian federations." On December 20, 2000, LASV announced in a press release distributed through Business Wire that it had signed a letter of intent to acquire the lottery company and further claimed the lottery business would bring the company revenues of $300 million in the first year of operations, $1 billion by the second year, and $2 billion by the fourth year. Zaba created and approved the press release.
28. On January 24, 2001, LASV claimed in a press release that the lottery acquisition had been "concluded." Zaba created and approved this press release. LASV distributed the release through Business Wire.
29. On January 29, 2001, LASV claimed in a press release distributed by Business Wire that a well-known lottery consultant was joining LASV's board and would manage its Russian lottery operations and LASV published the lottery consultant's curriculum vitae in the press release. Zaba created and approved the press release.
30. On May 2, 2001, LASV claimed in a press release distributed by Business Wire that LASV's Russian lottery operation was projected to have revenue of $500 million in the first year of operations, $1.5 billion in the second year, and $5 billion by the fifth year. Zaba created and approved the press release.
31. These press releases contained at least the following material misrepresentations and omissions:
32. Zaba controlled LASV by beneficially owning millions of shares issued in the names of nominees. Zaba received shares in five different distributions of shares in the names of Zaba nominees, and unsuccessfully attempted a sixth distribution.
33. First, in March 2000, Zaba paid $284,000 for the purchase of approximately 16.4 million or 82% of the shares of LASV's predecessor public shell company. LASV's transfer agent reissued 16 million of these shares with restrictive legends in the names of Zaba nominees. In July and August 2000, less than four months after Zaba acquired the shares and while still owning a controlling interest in LASV, Zaba caused legal opinions to issue that allowed the transfer agent to remove the restrictive legends. These legal opinions were based on the false representations that consideration for the shares had been provided 2 years previously and that these were not shares owned by a control affiliate of the issuer. Zaba then sold or distributed these shares for his own benefit. At least one of the nominee endorsements on a stock certificate used to deposit shares into a Zaba-controlled brokerage account was forged.
34. Second, in April 2000, LASV announced that it was merging with a private British Columbia corporation and issuing 12 million shares to consummate the acquisition. LASV filed with the Commission a Form 8-K current report with the Commission on or about May 22, 2000, and a Form 10-K annual report on or about May 17, 2000, that falsely represented that 9.1 million of these shares would be issued to a Texas corporation called "Net Interest, Inc." that was controlled by Michael or S.J. Hood. In fact these shares were controlled by Zaba and were never issued to Net Interest, Inc. Instead, Zaba caused the incorporation of a Washington corporation, Net Result, Inc., and caused LASV's transfer agent on August 17, 2000 to issue 9.1 million shares to Net Result, Inc., for Zaba's personal benefit.
35. Third, in June 2000, Zaba caused Abbott to authorize the issuance of 1.2 million LASV shares to a purported consultant, and Soloski prepared a Form S-8 Registration Statement to register these shares with the Commission. LASV filed the Form S-8 Registration Statement on June 19, 2000. The Form S-8 Registration Statement represented that LASV was issuing the shares to pay for the recipient's bona fide consulting work. In fact, this recipient provided no consulting services and the shares were issued to pay one of Zaba's personal creditors.
36. Fourth, in December 2000, Abbott authorized LASV to issue 15 million shares to ten Zaba nominees, including Abbott, for the Zaba's benefit and for no consideration. Between December 11 and 13, 2000, LASV then filed 10 Form S-8 registration statements that contained multiple false representations, knowingly or recklessly prepared by Soloski, that registered these shares with the Commission. The Forms S-8 falsely represented that LASV had issued the shares in exchange for bona fide consulting services performed by the nominee recipients relating to developing a Dominican casino. In fact, the nominees did not receive the shares. Zaba received approximately 8.2 million and Soloski received 4.5 million of these shares. Zaba caused the remaining 2.3 million shares to be transferred from his nominees to other persons for Zaba's benefit. Zaba caused the negotiation of at least one stock certificate from these shares to be issued in the name of a nominee into a brokerage account he controlled using a forged endorsement.
37. Fifth, on or about February 15, 2001, Zaba caused Abbott to authorize the issuance of 3,886,330 LASV shares to "Amiens Financial Investment, Inc." (Amiens), "Arosso Capital Investment, Inc." (Arosso) and "Eliatta Streamline Investments, Inc." (Eliatta), three British Columbia companies controlled by Zaba. LASV's transfer agent issued these shares with restrictive legends. The Abbott-signed LASV board resolution claimed that Amiens, Arosso, and Eliatta had entered into short-term loan agreements for $2,854,972, that the stock was consideration for those loan agreements, and that the number of shares awarded was calculated at 71% of LASV's closing price on February 13, 2001. In fact, LASV had no such loan agreements. Zaba had paid certain LASV expenses and obligated himself on $700,000 in notes to the seller of the Dominican property, but Zaba's payments and debts incurred on behalf of LASV to the seller did not approach $2.8 million.
38. Between April 12, and June 14, 2001, shares issued to Arosso, Amiens, and Eliatta were reissued by LASV's transfer agent without restrictive legends, based on legal opinions that contained false representations, including representations that Arosso, Amiens, and Eliatta were unaffiliated with company control persons and that the compensation for the shares had been "earned" through a debt transaction on August 31, 1999. These shares were sold or distributed to benefit Zaba. For example, more than 600,000 of these shares were delivered to pay Zaba's personal notes. Zaba also directly and indirectly sold 324,770 of these shares into the market through an account in the name of Eliatta in June 2001 for $31,899.
39. Finally, on or about July 11, 2001, Abbott signed a Board resolution authorizing the issuance of 30 million LASV shares with restrictive legends to Eliatta in purported exchange for "the private placement of $3 million (USD) to be funded over a 40 day period." On or about July 16, 2001, Zaba caused Abbott to request that the transfer agent issue the 30 million share certificate and deliver it to LASV's offices. Neither Eliatta nor Zaba had paid any of the promised consideration for these shares. Zaba, however, was prevented from negotiating this share certificate because a Zaba creditor seized it through legal process. The certificate remains unnegotiated and in the custody of British Columbia law enforcement.
40. LASV's fraudulent promotional efforts clearly had the intended material effect on the price and volume of LASV shares. For example, for the two weeks prior to the first misleading release on May 10, 2000, the stock's average price was $.43. On May 11, 2000, the price almost doubled, reaching $.81, giving the company a market capitalization of approximately $25 million. Moreover, between June 14, 2000, and June 23, 2000, the average trading price was $2.31. On June 26, 2001, LASV announced it had "finalized negotiations to purchase" the airline. Without any other news, the average closing stock price for the period of June 26 through July 12, 2000, was $3.03, a 31% increase. By October 26, 2000, when LASV announced that it had received a casino license, the price of LASV stock had dropped to $.25. However, in the days following the casino license announcement the price reached $.59 by October 30, 2000, a 136% increase. From December 8 through December 18, 2000, the average closing stock price was $.29. On December 19, 2000, LASV announced that it had obtained financing for the casino. Between December 20, 2000, and the end of the year, the average closing price reached $.77, a 266% increase. Although the stock price was also affected by two reverse stock splits, the defendants' fraudulent promotions were the chief cause of this price inflation.
41. The defendants identified below offered and sold their LASV shares using their own and nominee accounts concurrently with the fraudulent promotional campaigns between May 1, 2000, and July 31, 2001, as follows:
| Defendants | Brokerage | Acct. No. | Shares Received into Account | Shares Delivered from Account | Shares Bought | Shares Sold | Net Amount |
| Zaba "Patricia Wickstrom" | Tradeway Securities | 53101267 | 2,056,666 | 1,142,576 | 91,000 | 809,151 | $370,760 |
| Zaba "Robert S. Zaba" | Peacock, Hislop, Staley, & Given | 705-08143 | 763,621 | 70,000 | 10,000 | 698,621 | $135,646 |
| Zaba "Robert S. Zaba" | Paradise Valley Securities | 841-03451 | 481,955 | 403,912 | 0 | 78,043 | $179,781 |
| Zaba "Eliatta Streamline Investments" | Tradeway Securities | 53200069 | 3,466,938 | 2,531,784 | 11,000 | 324,370 | $30,801 |
| Soloski "Warren S. Soloski" | Bear Stearns | 986-20537 | 216,781 | 0 | 0 | 188,114 | $162,364 |
| Soloski "Warren S. Soloski" | Bear Stearns | 986-20588 | 4,500,000 | 0 | 0 | 453,500 | $80,537 |
42. In addition to receiving proceeds from the sale of shares in the accounts described above, Zaba transferred shares of LASV stock to pay expenses incurred to further the fraudulent scheme and to extinguish his own debts. The recipients of these LASV shares in turn sold them for in excess of $1.4 million.
43. No registration statement was filed or in effect as to the offer and sale of the securities described above, except for Forms S-8s dated May 30, and November 15, 2000, which registered the 149,447 shares (adjusted for a reverse stock split) sold through Soloski's Bear Stearns Account Number 986-20537.
44. While under Zaba's control, LASV, assisted by Abbott and Soloski, filed numerous periodic and current reports and registration statements with the Commission that contained material misrepresentations and omissions.
45. On or about May 17, 2000, Zaba and Soloski caused LASV to file with the Commission a Form 10-KSB annual report under Abbott's signature for the period ending September 30, 1999. This Form 10-KSB contained at least the following material misrepresentations and omissions:
46. On or about May 17, 2000, Zaba and Soloski caused LASV to file with the Commission a Form 10-QSB quarterly report for the period ending March 31, 2000. This Form 10-QSB failed to disclose the material fact that Zaba was the controlling shareholder and controls the operations of the company.
47. On or about May 22, 2000 Zaba and Soloski caused LASV to file a Form 8-K current report for the period ending March 31, 2000. The Form 8-K represented that Soloski was LASV's attorney for this filing. This Form 8-K contained at least the following material misrepresentations and omissions:
48. On or about May 30, 2000, Zaba and Soloski caused LASV to file a Form S-8 registration statement under Abbott's signature that registered 200,000 shares issued to Soloski in exchange for legal services. Soloski also wrote the legal opinion stating that he had satisfied the terms of his agreement with LASV for the issuance of shares to him. The Form S-8 incorporated by reference LASV's Form 10-KSB, Form 10-QSB, and Form 8-K described above in paragraphs 45, 46, and 47 and thus incorporated the material misrepresentations and omissions from those Commission filings.
49. On or about June 19, 2000, Zaba and Soloski caused LASV to file a Form S-8 registration statement under Abbott's signature that registered 1,200,000 shares issued to a purported consultant pursuant to a consulting agreement in exchange for services. Soloski also wrote the legal opinion stating that the consultant had satisfied the terms of his agreement with LASV for the issuance of shares to him. This Form S-8 contained the following material misrepresentations and omissions:
It incorporated by reference the LASV's Form 10-KSB, Form 10-QSB, and Form 8-K described above in paragraphs 45, 46, and 47, and thus incorporated the material misrepresentations and omissions from those Commission filings; and
It misrepresented the purpose and consideration provided for the issuance of the shares issued to the purported consultant. In fact, the purported consultant provided no services for LASV, and provided no consideration. Zaba used the shares registered through this Form S-8 to pay one of his personal debts.
50. On or about September 5, 2000, Zaba and Soloski caused LASV to file with the Commission a Form 10-QSB quarterly report under Abbott's signature for the period ending June 30, 2000. This Form 10-QSB contained at least the following material misrepresentations and omissions:
51. On or about November 15, 2000, Zaba and Soloski caused LASV to file with the Commission a Form S-8 registration statement under Abbott's signature that registered 116,114 shares issued to Soloski in exchange for legal services. Soloski also wrote the legal opinion stating that he had satisfied the terms of his agreement with LASV for the issuance of shares to him. The Form S-8 incorporated by reference the LASV's Form 10-KSB, Forms 10-QSB, and Form 8-K described above in paragraphs 45, 46, 47, and 50 and thus incorporated the material misrepresentations and omissions from those Commission filings.
52. From December 11 through 13, 2000, Zaba and Soloski caused LASV to file with the Commission ten Form S-8 registration statements under Abbott's signature that registered 15 million shares issued to ten purported consultants, including Abbott, pursuant to consulting agreements in exchange for services. Soloski also wrote the legal opinions including in these ten Forms S-8s stating that the consultants had satisfied the terms of their agreements with LASV for the issuance of shares to him. These Forms S-8 contained at least the following material misrepresentations and omissions:
They incorporated by reference the LASV's Form 10-KSB, Forms 10-QSB, and Form 8-K described above in paragraphs 45, 46, 47, and 50 and thus incorporated the material misrepresentations and omissions from those Commission filings; and
They misrepresented the purpose and consideration provided for the issuance of the shares issued to the purported consultant. In fact, the consultants in the consulting agreement provided no services for LASV, provided no consideration, and received no shares. Instead, Zaba instead received 8.2 million and Soloski received 4.5 million of the 15 million shares.
53. On or about January 12, and April 4, 2001, Zaba and Soloski caused LASV to file with the Commission a Form 10-KSB annual report under Abbott's signature and an amended Form 10-KSB annual report, both for the period ending September 30, 2000. These Forms 10-KSB contained at least the following material misrepresentations and omissions:
They failed to disclose that Zaba was the controlling shareholder and controls the operations of the company;
They falsely represented on LASV's balance sheet dated September 30, 2000, that the company's sole asset was real estate valued at $2,825,000; and
They falsely represented on LASV's balance sheet dated September 30, 2000, that LASV had a note payable for $1,950,000 that was "non-interest-bearing" with "no specific terms of repayment."
54. On or about January 29 and March 5, 2001, Zaba and Soloski caused LASV to file with the Commission a Form 10-QSB quarterly report and an amended Form 10-QSB quarterly report, both for the period ending December 31, 2000. These Forms 10-QSB failed to disclose the material fact that Zaba was the controlling shareholder and controlled the operations of the company.
55. On or about May 29, 2001, Zaba and Soloski caused LASV to file with the Commission a Form 10-QSB quarterly report for the period ending March 31, 2001. This Form 10-QSB failed to disclose the material fact that Zaba was the controlling shareholder and controlled the operations of the company.
56. LASV has failed to file any required periodic or current reports with the Commission subsequent to its filing of a Form 10-QSB for the period ending June 30, 2001, filed on or about September 25, 2001.
57. Zaba beneficially owned more than ten percent of LASV's stock by May 1, 2000. He failed to file a Form 3 disclosing the initial acquisition of that interest, or Forms 4 or 5 disclosing the disposition of his shares. Further, Zaba failed to file a Schedule 13G annual report disclosing his ownership of LASV shares as required by law.
58. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
59. Defendants LASV, Zaba, Abbott, and Soloski, directly or indirectly, singly or in concert with others, in connection with the purchase and sale of securities, by use of the means and instrumentalities of interstate commerce and by use of the mails, have: (a) employed devices, schemes and artifices to defraud; (b) made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaged in acts, practices and courses of business which operate as a fraud and deceit upon purchasers, prospective purchasers, and other persons.
60. Defendants LASV, Zaba, Abbott, and Soloski knowingly or with severe recklessness engaged in the conduct described in this Complaint and this claim.
61. By reason of the foregoing, defendants LASV, Zaba, Abbott, and Soloski have violated, and unless enjoined, will continue to violate the provisions of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b 5].
62. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
63. Defendants LASV, Zaba, and Soloski directly or indirectly, singly or in concert with others, in the offer and sale of securities, by use of the means and instruments of transportation and communication in interstate commerce and by use of the mails, have:
(a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaged in transactions, practices, and courses of business which operate or would operate as a fraud or deceit upon purchasers of securities.
64. Defendants LASV, Zaba, and Soloski knowingly or with severe recklessness engaged in the conduct described in this Complaint and this claim.
65. By reason of the foregoing, defendants LASV, Zaba, and Soloski have violated and, unless enjoined, will continue to violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
66. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
67. Defendants LASV, Zaba, Abbott, and Soloski, directly or indirectly, singly or in concert with others: (a) without a registration statement in effect as to the securities, (i) made use of the means or instruments of transportation or communication or the mails to sell such securities through the use or medium of a prospectus or otherwise, or (ii) carried or caused to be carried through the mails, or in interstate commerce, by any means or instruments of transportation, such securities for the purpose of sale or for delivery after sale; and (b) made use of the means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of a prospectus or otherwise securities for which a registration statement had not been filed as to such securities.
68. By reason of the foregoing, defendants LASV, Zaba, Abbott, and Soloski have violated and, unless enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].
69. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
70. LASV was a public company whose common stock is registered with the Commission and is required to file annual, quarterly and current reports with the Commission in accordance with Section 13(a) of the Exchange Act and Rules 13a-1, 13a-11 and 13a-13 thereunder. Exchange Act Rule 12b-20 requires that such reports contain, in addition to disclosures expressly required by statute and rules, such other information as is necessary to ensure that the statements made are not, under the circumstances, misleading.
71. Defendants Zaba, Abbott, and Soloski knowingly or recklessly substantially assisted LASV's filing of false and misleading reports and forms with the Commission, and LASV's failure to file required reports and forms since it filed a Form 10-Q for the period ending June 30, 2001.
72. By reason of the foregoing, defendant LASV has violated and, unless enjoined, will continue to violate, and defendants Zaba, Abbott, and Soloski have aided and abetted violations of, and unless enjoined, will continue to aid and abet violations of, Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 13a-1, 13a-11 and 13a-13].
73. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
74. Defendant Zaba had beneficial ownership of more than five percent of LASV's outstanding shares of common stock by March 15, 2000. He was required to file a Form 3 and Schedule 13D with the Commission, but failed to do so. Further, defendant Zaba failed to file a Form 4 or 5 notifying the Commission of changes in his LASV securities holdings.
75. By reason of the foregoing, defendant Zaba violated and, unless enjoined, will continue to violate Section 13(d) of the Exchange Act [15 U.S.C. § 78m(d)] and Rule 13d-1 thereunder [17 C.F.R. § 240.13d-1].
76. Plaintiff Commission hereby incorporates paragraphs 1 through 57 as if fully set forth herein.
77. Defendant Zaba had beneficial ownership of more than 10% of LASV's outstanding shares of common stock by May 1, 2000. LASV had a class of stock registered under Section 12 of the Exchange Act. Defendant Zaba was required to file Forms 3 with the Commission, but failed to do so. Further, defendant Zaba failed to file Forms 4 or 5 notifying the Commission of changes in his LASV shareholdings.
78. By reason of the foregoing, defendant Zaba violated and, unless enjoined, will continue to violate Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rule 16a-3 thereunder [17 C.F.R. §§ 240.16a-3].
WHEREFORE, the Commission respectfully requests that this Court enter a judgment:
(1) Permanently enjoining defendant LASV, and its agents, servants, employees, attorneys, and those in active concert or participation with it, who receive actual notice by personal service or otherwise, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder;
(2) Permanently enjoining defendant Zaba, and his agents, servants, employees, attorneys, and those in active concert or participation with him, who receive actual notice by personal service or otherwise, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act and Sections 10(b), 13(d), and 16(a) of the Exchange Act and Rules 10b-5, 13d-1, and 16a-3 thereunder, and for aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder;
(3) Permanently enjoining defendant Soloski, and his agents, servants, employees, attorneys, and those in active concert or participation with him, who receive actual notice by personal service or otherwise, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and for aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder;
(4) Permanently enjoining defendant Abbott and his agents, servants, employees, attorneys, and those in active concert or participation with him, who receive actual notice by personal service or otherwise, from violating Sections 5(a) and 5(c) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and for aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder;
(5) Ordering defendants Zaba and Soloski to provide an accounting of all ill-gotten gains from the conduct alleged herein;
(6) Ordering defendants Zaba and Soloski to disgorge all ill-gotten gains from the conduct alleged herein, with prejudgment interest;
(7) Ordering defendants Zaba, Abbott, and Soloski to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];
(8) Permanently barring defendants Zaba and Abbott from serving as an officer or director of a publicly traded company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)];
(9) Permanently barring defendants Zaba, Abbott, and Soloski from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)];
(10) Granting such other relief as this Court may deem just and appropriate.
Dated this _______ day of March 2004.
Respectfully submitted,
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