U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20939 / March 10, 2008
Securities and Exchange Commission v. iBIZ Technology Corp., Kenneth W. Schilling, H. Mark Perkins, Jeffrey Firestone, Jerrold B. McRoberts, and D. Scott Elliott, CV 2:06-CV-0502 (D. Arizona)
SEC Obtains Injunctions Against iBIZ Technology Corp., Kenneth W. Schilling, H. Mark Perkins, Jerrold B. McRoberts and Jeffrey Firestone; Jury Returns Verdict for D. Scott Elliott
The Securities and Exchange Commission announced today that on February 20, 2009, the United States District Court for the District of Arizona entered judgments by consent against iBIZ Technology Corp. formerly based in Phoenix, Arizona, its Chief Executive Officer Kenneth W. Schilling and its Executive Vice President H. Mark Perkins, also of Phoenix, and a company consultant, Jerrold B. McRoberts, who resides in Santa Fe, New Mexico. The judgments permanently enjoin iBIZ Technology, Schilling and Perkins from violating, or aiding and abetting violations of, the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"), the anti-fraud provisions of Section 10(b) and Rule 10b-5, and the periodic reporting requirements of Section 13(a) and Rules 12b-20, 13a-1, and 13a-13; and additionally as to the company and Schilling, violations, or aiding and abetting violations, of the proxy provisions of Sections 14(a), and 14(c) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 14a-3, 14a-9, 14c-2 and 14c-6 thereunder. The defendants, in consenting to the orders of permanent injunction, neither admitted nor denied the allegations of the Commission's complaint.
The judgment as to Schilling also ordered him to pay disgorgement and prejudgment interest totaling $1,065,432, but waived payment of that amount and a civil penalty based on his sworn statement of financial condition. The judgment as to Perkins also ordered him to pay disgorgement and prejudgment interest totaling $1,180,476, but waived payment of that amount and a civil penalty based on his sworn statement of financial condition. Further, Schilling was permanently barred, and Perkins was barred for ten years, from serving as officers or directors of a public company. Both men were barred from participating in the offering of penny stocks which trade at a price of less than five dollars per share. No disgorgement or civil penalties were ordered against the company, which is now defunct.
The judgment entered against consultant Jerrold McRoberts prohibits him from violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act and also orders him to pay $25,000 in disgorgement, but imposes no civil penalty based on his sworn statement of financial condition. McRoberts was also barred from participating in the offering of penny stocks for two years. A default judgment was previously entered on June 6, 2008 against consultant Jeffrey Firestone, which prohibits him from violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act and also orders him to pay $2,018,685 in disgorgement, prejudgment interest on that amount, and a civil penalty of $120,000.
In its complaint, the SEC alleged that iBIZ Technology, Schilling, and Perkins made false and misleading statements in press releases, online interviews, investor correspondence, proxy solicitations, and Commission filings regarding the company's involvement with a development-stage product called the "Virtual Keyboard." While these statements were being disseminated, Schilling and Perkins sold over $1 million of their own iBIZ Technology shares into a falsely inflated market. In addition, the SEC alleged in its complaint that the inflated stock price allowed iBIZ Technology to retire approximately $2.8 million of convertible debt that it otherwise lacked the resources to repay. The complaint also alleged that all of the defendants engaged in a scheme to raise money for themselves by improperly using Form S-8 registrations statements. The complaint also alleged that iBIZ Technology, Schilling and Perkins illegally distributed shares through its consultants, Jeffery Firestone, Jerrold B. McRoberts, and Doyle Scott Elliott, who then sold the shares into the public market.
On February 27, 2009, after a four day trial, a federal jury returned a verdict for defendant Doyle Scott Elliott, finding that he did not violate the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act.
In an earlier related action, on February 16, 2006, the SEC revoked the registration of the common stock of iBIZ Technology Corporation pursuant to Section 12(j) of the Exchange Act. See iBIZ Technology Corporation, Exchange Act Rel. No. 54129 (July 11, 2006).