Litigation Release No. 21416 / February 18, 2010

Securities and Exchange Commission v. Greenstone Holdings, Inc. et al., Civil Action No. 10-cv-1302 (S.D.N.Y. February 18, 2010)

SEC Charges Greenstone Holdings, Inc., the Company's Chief Executive Officer, Two Attorneys, and Four Stock Promoters with Pump and Dump

On February 18, 2010, the Securities and Exchange Commission filed a civil action in the United States District Court for the Southern District of New York charging issuer Greenstone Holdings, Inc., the company's Chief Executive Officer, Hisao Sal Miwa, the company's outside counsel, John B. Frohling, attorney Thomas F. Pierson, and four stock promoters, Daniel D. Starczewski, Joe V. Overcash, Jr., Frank J. Morelli, III, and James S. Painter, III with engaging in an illegal, and in some cases fraudulent, scheme to sell hundreds of millions of Greenstone shares to the public. At the same time, Greenstone and Miwa fraudulently "pumped" the market for Greenstone stock by issuing a series of false and misleading press releases and hiring third-party stock promoters to circulate many of these statements on the internet and via email. On June 18, 2008, as part of its Anti-Spam Initiative, the SEC suspended trading in Greenstone's securities.

The SEC alleges that from approximately 2006, Defendants arranged for Greenstone to issue stock to certain entities that Pierson, Starczewski, Morelli, Overcash, and Painter controlled, for further sale to the general public, all through unregistered securities transactions. At various times over the next two years, Pierson, Starczewski, Morelli, Overcash, and Painter widely marketed and sold the Greenstone shares to the public, illegally using the sale proceeds to finance Greenstone's business activities and directly for Defendants' own personal benefit. At the same time, defendants Greenstone, Miwa, Frohling, Pierson, Starczewski, and Overcash engaged in a fraudulent scheme to cover up these illegal stock sales, including providing Greenstone's stock transfer agent with false and misleading legal opinions and preparing back-dated and otherwise false promissory notes.

In addition, according to the SEC's complaint, Greenstone and Miwa intentionally prepared and disseminated to the public a long series of materially false and misleading press releases announcing fictitious Greenstone business transactions and otherwise creating the false appearance of a thriving company. Acting with Miwa's knowledge and consent, Starczewski, Overcash, and Painter also hired a multitude of stock promoters to tout Greenstone (and its stock price) through widely-distributed internet campaigns. Often these materials repeated the false and misleading claims set out in the company's press releases, while failing to disclose that Greenstone had paid for the campaigns with its illegal stock issuances.

The SEC further alleges that Defendants sold the illegally issued Greenstone shares to the public, reaping proceeds in excess of $1.3 million between September 2006 and June 2008. Moreover, a portion of these sales were directed back to Greenstone.

The complaint also names as relief defendants thirteen companies controlled by the defendants and through which the defendants directed their illegal public sales of Greenstone's stock.

The SEC's complaint alleges that all defendants violated Sections 5 of the Securities Act of 1933 (the "Securities Act") and that Greenstone, Miwa, Starczewski, Overcash, Pierson, and Frohling violated Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The SEC's complaint also charges, alternatively, that Miwa, Starczewski, Overcash, Pierson, and Frohling aided and abetted Greenstone's violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC seeks injunctive relief and financial penalties from the defendants, disgorgement from Greenstone, Pierson, Starczewski, Morelli, Overcash, and Painter, penny stock bars for Miwa, Starczewski, Overcash, Pierson, Frohling, Painter, and Morelli, and an officer-and-director bar against Miwa.

The SEC acknowledges the Financial Industry Regulatory Authority (FINRA) for its assistance in this matter.

See Also: SEC Complaint


Last modified: 2/18/2010