U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 23545 / May 26, 2016
Securities and Exchange Commission v. Christopher R. Esposito, et al., Civil Action No. 16-CV-10960 (D. Mass. filed May 26, 2016)
SEC Announces Charges in Fraudulent Scheme Involving Stock of Medical Marijuana Industry Company
The Securities and Exchange Commission today announced charges against four individuals and two companies for their roles in conducting a scheme to defraud investors by misappropriating investors funds and by concealing the ownership and control of a publicly-traded company in order to enrich themselves by colluding in the sale of hundreds of millions of shares into the public market, in violation of SEC statutes and regulations.
In a complaint filed in federal court in Boston, Massachusetts, the SEC alleges that Christopher R. Esposito, of Topsfield, Massachusetts, accomplished the first phase of his fraudulent scheme by raising more than $550,000 from investors between June 2011 and June 2012 in an unregistered offering of securities in his company Lionshare Ventures LLC, spending almost $300,000 of Lionshare investor funds for unauthorized personal expenses, and using $75,000 of Lionshare investor funds to acquire control of a Massachusetts-based publicly-traded company, Cannabiz Mobile, Inc., by purchasing all of its convertible debt. Cannabiz initially claimed to be in the business of mineral exploration and later claimed to be in the business of servicing businesses in the medical marijuana industry.
According to the complaint, in the second phase of his fraudulent scheme, between May 2012 and August 2015, Esposito, with Anthony Jay Pignatello of Manhattan Beach, California, next concealed his de facto control of Cannabiz and a large percentage of Cannabiz's securities in order to profit by evading SEC Rule 144, which limits securities sales by affiliates, such as control persons. Esposito did this by, among other things, installing James Gondolfe of Cambridge, Massachusetts, as the sole officer and director of Cannabiz--even though Esposito secretly controlled the company-to make false statements in Cannabiz's public filings and other documents, paying third-party stock promoters to tout Cannabiz stock in order to increase its stock price and trading volume, selling significant amounts of Cannabiz convertible debt to others for almost $304,000, and with Pignatello and Renee Galizio of Loxahatchee, Florida, selling millions of shares of Cannabiz stock directly into the public market.
The SEC's complaint alleges that Esposito, Pignatello, Gondolfe, Lionshare and Cannabiz violated, or aided and abetted violations of, the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933, and that all defendants violated the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act.
The SEC's investigation was conducted by Scott R. Stanley, J. Lauchlan Wash, Mark Albers, Amy Gwiazda, and Michele Perillo of the SEC's Boston Regional Office. The SEC's litigation will be led by David London. The SEC appreciates the assistance of the Financial Industry Regulatory Authority (FINRA).