UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 15524 / October 2, 1997 SECURITIES AND EXCHANGE COMMISSION V. GERARD BURNS, ET. AL., Case No. 97- 3111-CIV-MOORE (S.D. Fla.) The Securities and Exchange Commission ("SEC") announced that, effective September 30, 1997, the Honorable Kevin Michael Moore, United States District Judge for the Southern District of Florida, permanently enjoined a Miami, Florida investment firm and its president from recklessly offering or selling securities and from acting as unregistered broker- dealers. The SEC entered an administrative order the same day barring the firm and president from participating in any penny stock offering, and barring the president from the securities industry. The consent decree and administrative order arose out of the SEC's action, filed on September 29, 1997, in the U.S. District Court for the Southern District of Florida against a Florida promoter and his companies for alleging defrauding Spanish citizens and for filing false financial information with the SEC. The action alleged that the Miami, Florida investment firm and its president recklessly offered and sold stock without being registered as broker-dealers. Named in the SEC's Complaint were: Gerard Burns, 48 years of age, resides in Heathrow, Florida, and was the president, chief executive officer, and majority shareholder of defendant VDS Enterprises, Inc. The SEC alleges that Burns is a repeat securities violator previously criminally convicted in Arizona for fraud in connection with the sale of unregistered securities. All American Environmental Funding Corporation was a privately-held corporation in the environmental clean-up business Burns formed in November 1993. It is currently in bankruptcy. VDS Enterprises, Inc. was a shell corporation incorporated in Delaware in 1985 that later merged with VDS; the SEC alleges that it and VDS were effectively the same entity. Diversified Capital Resources, Inc., was an investment banking business headquartered in Miami, Florida. Angel Lorie, 54 years of age, resides in Miami, Florida, and was Diversified's president and sole stockholder. According to the SEC's complaint, Burns, VDS and All American offered and sold $2.7 million worth of VDS stock to citizens of Spain by disseminating fraudulent information, and filed false and misleading financial information with the SEC. The SEC alleges that investors were told that VDS/All American: (a) had acquired a solid waste collection and disposal business in Venezuela; (b) had anticipated combined annual revenues of $45 to $50 million; (c) held assets of $16,343,371 and shareholder equity of $14,751,412; and (d) held service contracts for $100 million worth of environmental clean-up work. According to the SEC's ======END OF PAGE 1====== Complaint, none of this was true. Among other things alleged in the Complaint, the solid waste collection and disposal business was never acquired, the anticipated revenues were baseless, and VDS and All American's assets were overstated by at least 300% and its service contracts by at least 800%. In addition, the Complaint alleges that Burns' background was misrepresented and that his criminal conviction was not disclosed to investors. The Complaint seeks a permanent injunction against Burns, VDS and All American, as well as disgorgement of ill-gotten profits, civil money penalties and an officer and director bar against Burns. The SEC's Complaint also alleges that Diversified and Lorie recklessly sold VDS stock to the public without being registered as a broker-dealer with the SEC. On September 30, 1997, the Honorable Kevin Michael Moore, United States District Judge for the Southern District of Florida, entered a consent final judgment against Diversified and Lorie, permanently enjoining them from recklessly offering or selling securities in violation of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act") and from acting as unregistered broker-dealers in violation of Section 15(a)(1) of the Securities Exchange Act of 1934 ("Exchange Act"). Disgorgement was waived and money penalties were not imposed due to Diversified's and Lorie's demonstrated financial inability to pay. On the same day as the consent final judgment was entered, September 30, 1997, the SEC entered an administrative order against Diversified and Lorie, by consent, pursuant to which they agreed to be barred from participating in any penny stock offering. Lorie also agreed to be permanently barred from the securities industry. The Complaint charges Burns, VDS and All American with violations of Section 17(a) of the Securities Act, and Sections 10(b) (and Rule 10b-5 thereunder), 13(a), 13(b)(2)(a) and 13(b)(5) of the Exchange Act and seeks a permanent injunction against them. The SEC's action also seeks disgorgement of ill-gotten profits, civil money penalties and an officer and director bar against Burns. ======END OF PAGE 2======