U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20790 / October 24, 2008
Securities and Exchange Commission v. M45 Mining Resources, Inc. and Eden Miller, Civil Action No. 2:08-CV-1456 U.S.D.C./District of Nevada (Las Vegas Division)
SEC Sues Mining Company for Securities Registration Violations and Stock Promoter for Blast Text Message Touts Sent to Cell Phone Users
On October 23, 2008, the United States Securities and Exchange Commission (Commission) filed a civil complaint against M45 Mining Resources, Inc. (M45), a Quebec, Canada-based mining company, and Eden Miller, a California and Nevada-based stock promoter. According to the complaint, M45 violated the registration provisions of the federal securities laws, and Miller violated the registration and anti-touting provisions of the federal securities laws. M45 and Miller have agreed to settle the charges against them, without admitting or denying the Commission's allegations.
In its complaint, the Commission alleges the following: M45 files periodic reports with the Commission, and in 2007, its common stock traded on the Over the Counter Bulletin Board. In April 2007, M45 entered into a consulting agreement with I-Vest Global Corporation LLC (I-Vest), a now inactive Nevada limited liability company. Miller operated I-Vest and signed the consulting agreement on its behalf. Under the consulting agreement, I-Vest agreed to promote M45's stock and, in return, M45 agreed to issue one million "free trading shares" to I-Vest. On or about April 5, 2007, M45 filed a Form S-8 registration statement with the Commission which, among other things, attempted to register the offer and sale of one million shares to I-Vest. Generally, Form S-8 cannot register an offering of securities that is made to companies (rather than individuals), or that compensates stock promoters for their promotion services. Shortly after receiving the one million shares, Miller and I-Vest began promoting M45. In May 2007, Miller "profiled" M45 on I-Vest's website and touted M45 by sending out thousands of blast, unsolicited text messages to cell phone users. The touts by Miller and I-Vest failed to disclose the stock compensation paid by M45. Between May 2007 and October 2007, Miller liquidated the one million shares of M45 stock. Miller retained half the proceeds and transferred the other half to an associate that referred him the M45 business.
The Commission alleges that M45 violated Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act), and Miller violated Sections 5(a), 5(c), and 17(b) of the Securities Act. M45 and Miller consented to judgments that permanently enjoin them from future violations of these provisions of the federal securities laws, and Miller has also agreed to pay disgorgement of $129,630 plus prejudgment interest of $7,162.
The staff's investigation into this matter is ongoing.