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U.S. Securities and Exchange Commission


Litigation Release No. 19642 / April 6, 2006

SEC v. Faisal Zafar and Sameer Thawani, 06 CV 06 1578 (GLEESON)(EDNY)

SEC Brings Emergency Action in Federal Court to Stop Fraudulent Manipulation of Microcap Stocks

On April 6, 2006, the Securities and Exchange Commission filed a civil injunctive action in the United States District Court for the Eastern District of New York charging Faisal Zafar and Sameer Thawani with perpetrating an ongoing securities fraud over the internet. The complaint alleges that since late 2004 and as recently as March 2006, Zafar and Thawani have engaged in a "pump and dump" scheme to manipulate the market for at least 24 thinly traded "microcap" or "smallcap" stocks. The defendants have made over $873,000 by purchasing the stocks, anonymously disseminating false information about the companies on popular internet message boards, and then selling the stocks at artificially inflated prices.

Acting on the Commission's application for emergency relief, the Court issued a temporary restraining order that, among other things, froze the defendants' assets and set a date for a hearing on the Commission's motion for entry of a preliminary injunction against further violations and other relief while the action is pending.

The Commission's complaint identifies the defendants as follows:

  • Faisal Zafar, age 32, resides in Yaphank, New York, and is listed on the website of a company called Secure-Minds, Inc. ("Secure-Minds") as its President and CEO.
  • Sameer Thawani, age 27, resides in Lake Grove, New York, and is listed on the Secure Minds website as its Vice President.

The complaint further alleges the following facts:

After buying shares at prevailing market prices, Zafar and Thawani used online aliases to post messages touting the stock and containing phony press release excerpts or other fake "news" about the issuer to deceive investors. The phony headlines concocted by the defendants include huge business contracts, mergers and strategic alliances between these little-known issuers and an array of major corporations -- such as Google, Kmart and Sun Microsystems -- and other dramatic developments designed to make the targeted stocks appear to be surefire investment opportunities. The defendants have also preyed on fears about terrorism and international health epidemics to deceive investors. After the London subway bombings and reports concerning a deadly "bird flu" virus, Zafar posted messages falsely stating that one issuer was receiving a contract from the Department of Homeland Security to improve security on New York City subways, and that another issuer was acquiring a company that produces "bird flu" vaccine.

Zafar and Thawani are engaged in a classic internet "pump and dump" manipulation scheme whose basic structure is as follows: (1) one or both of the defendants purchase shares of the issuer's stock in their online brokerage accounts; (2) the defendants register multiple online identities ("User IDs") with internet message board services; (3) the defendants post multiple messages attributed to their User IDs on internet message boards devoted either to the touted stock or to other, more widely followed stocks; (4) the messages contain materially false statements about the issuer and urge other investors to buy the stock; and (5) as soon as the stock price increases due to purchases spurred by the false statements, the defendants sell their shares at the inflated price for a quick profit. After their sales, the price of the stock quickly returns to its pre-manipulation level. These events sometimes all occur within the span of a single day.

The defendants have created at least 300 different User IDs and have used them to post well over one thousand messages fraudulently touting the stock of at least 24 small-cap issuers, some of them on multiple occasions. The defendants created these multiple online aliases in order to conceal their identities from investors and make it appear as if the same breaking "news" is coming from multiple independent sources. More recently, the defendants have also targeted specific investors by posing as moderators of internet user groups devoted to low-priced stocks and sending emails to the group members while simultaneously posting false messages on different internet message boards about the same stock under different user names. The emails have been sent out under user names such as "marketgeneral" and "danielbknight," among others. These emails purport to alert investors to imminent news about the stock and urge them to capitalize by buying the stock before the "news" is made public.

The complaint alleges that by engaging in this conduct, the defendants violated antifraud provisions of the federal securities laws. Specifically, the complaint alleges that Zafar and Thawani violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Act of 1934 ("Exchange Act") and Rule 10b-5. The complaint seeks a final judgment (i) enjoining the defendants from violations of these provisions of the federal securities laws; (ii) ordering them to disgorge all their ill-gotten gains; and (iii) and imposing civil money penalties. Pending a final determination of this action, the complaint also seeks a preliminary injunction against the foregoing violations and continuation of the emergency relief ordered today.

The Commission acknowledges the cooperation of the United States Attorney's Office for the Eastern District of New York and the Federal Bureau of Investigation in this matter.

SEC Complaint in this matter



Modified: 04/06/2006