U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20288 / September 18, 2007
SEC v. University Lab Technologies, Inc. and George Theodoropoulos, a/k/a George Theodore, Case No. 07-80838-CIV-MIDDLEBROOKS (S.D. Fla., filed Sept. 12, 2007)
SEC Files Emergency Civil Action, Obtains Asset Freeze and Appointment of a Receiver in Response to a Fraudulent Unregistered Securities Offering
The Securities and Exchange Commission (SEC) announced that on September 12, 2007, it filed an emergency civil action against University Lab Technologies, Inc. (ULT) of Boca Raton, Florida and George Theodoropoulos, a/k/a George Theodore (Theodore), in connection with a fraudulent and unregistered offering of ULT securities. The SEC alleges that from at least December 2006 through May 2007, ULT and Theodore raised over $1 million from approximately 46 investors nationwide and in Canada. Among other things, the SEC's complaint (Complaint) alleges that the defendants made false and misleading representations and omissions regarding the use of the ULT offering proceeds. The defendants failed to tell investors that the company was paying commissions to its telemarketers of up to 55% of the proceeds raised plus up to 30% in ULT stock of the securities sold to new investors, according to the allegations in the Complaint. The Complaint further alleges that the defendants misrepresented the percentage of ULT ownership the investors would receive through their participation in the offering.
The Complaint charges ULT and Theodore with violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks, among other things, permanent injunctive relief against ULT and Theodore, disgorgement of ill-gotten profits, civil money penalties, and orders barring Theodore from serving as an officer or director of any public company and from participating in any offering of a penny stock.
On September 12, 2007, the Honorable Donald M. Middlebrooks, United States District Judge for the Southern District of Florida granted the SEC's request and entered an emergency order temporarily freezing the assets of ULT, prohibiting the destruction of documents, and providing for expedited discovery and a sworn accounting. A show cause hearing has been set for September 20, 2007, in West Palm Beach, Florida, to determine whether the emergency asset freeze and other relief should remain in effect. On the SEC's motion for a receiver, the Court appointed Michael Goldberg, an attorney with the law firm of Akerman Senterfitt, as receiver over ULT. Among other things, Mr. Goldberg is responsible for taking control of ULT and marshalling and safeguarding its assets.
The Commission acknowledges the State of Florida Office of Financial Regulation, the Saskatchewan Financial Services Commission, and the Alberta Securities Commission for their assistance in this matter.