UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15552 / November 5, 1997 SECURITIES AND EXCHANGE COMMISSION v. VLADISLAV STEVEN ZUBKIS, et al., 97 Civ. 8086, U.S.D.C., S.D.N.Y. The Securities and Exchange Commission ("Commission") today announced the filing of a Complaint in the United States District Court for the Southern District of New York alleging numerous violations of the federal securities laws. The Complaint alleges that Vladislav Steven Zubkis ("Zubkis") masterminded a wide-ranging fraudulent scheme to illegally raise money from more than 1,100 investors located throughout the United States. Zubkis's scheme involved a public corporation, Stella Bella Corporation, USA, now known as International Brands, Inc. ("SBAM"), and Z 3 Capital Corporation ("Z3"). Zubkis directed SBAM as well as Z3, another corporation he controlled, to issue unregistered securities, and Zubkis then had these securities sold to investors throughout the United States through registered and unregistered broker-dealers that employed fraudulent sales practices. Over 1,100 investors ultimately purchased SBAM and Z3 securities, generating over $10 million in proceeds. Named as defendants were: * VLADISLAV STEVEN ZUBKIS, 37, a resident of Bonita, California. At all relevant times, Zubkis controlled SBAM's capital raising efforts, and directed all of SBAM's stock issuances. Zubkis was also the chairman of the board of directors, sole officer, and majority shareholder of Z3. * STELLA BELLA CORPORATION, USA, N/K/A INTERNATIONAL BRANDS, INC., a publicly traded corporation based in San Diego, California. SBAM manufactures and sells wholesale and retail gourmet coffee and other products. * Z 3 CAPITAL CORPORATION, a corporation that purportedly acquired and managed business enterprises through wholly owned subsidiaries, and that operated an unregistered broker through which SBAM and Z3 securities were sold to investors. * MARK SCIALDONE, 24, a resident of San Diego, California, who, until the summer of 1995, was the chairman of the board of directors and president of SBAM. The Complaint alleges as follows: From approximately June 1993 to May 1996, Zubkis directed the issuance of millions of SBAM shares that were then sold to the public through a registered broker-dealer and through an unregistered broker Zubkis controlled. Zubkis established this unregistered broker through Z3. Zubkis also directed Z3 to issue over 2,000 securities known as "Triple Crown Units" that were also sold to the investing public through the unregistered broker as well as a registered broker-dealer. Zubkis paid salespersons at Z3's unregistered broker commissions as high as 50% to induce these salespersons to sell the SBAM and Z3 securities to their retail customers. In addition, Zubkis directed these salespersons to use a variety of fraudulent sales practices to persuade customers to purchase these securities. For example, investors were told that SBAM was about to merge with a prominent company, when, in fact, no such merger was ever contemplated. These salespersons also made baseless stock price predictions. Moreover, Z3 and Zubkis also disseminated information to investors that falsely stated that proceeds received from the sales of Z3 securities would be used for business purposes when, in fact, Zubkis used a portion of the proceeds for his own personal purposes. Zubkis also used portions of the proceeds to pay salespersons at the registered and unregistered broker-dealers, and to finance SBAM's retail operations. Finally, while the SBAM securities were being offered and sold, SBAM and Scialdone, SBAM's president, disseminated to investors materially false and misleading information concerning SBAM's financial condition and the extent of its retail operation. Specifically, SBAM disseminated materially false and misleading information that predicted substantial growth in SBAM's profits, sales, and revenues when no factual basis existed to predict such growth. SBAM also disseminated information that grossly exaggerated the number of retail outlets for SBAM's coffee. The Complaint alleges that Zubkis and Z3 violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 15(a), and 15(c)(1) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 15c1-2, 15c1-5, and 15c1-6 promulgated thereunder. The Complaint also alleges that SBAM violated Sections 5(a) and 5(c) of the Securities Act, and that both SBAM and Scialdone violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. In January 1997, the New York State Attorney General's Office filed an enforcement action and obtained a restraining order barring SBAM and Z3 from selling securities within or from the State of New York. This injunction currently remains in effect. The defendants have been held in criminal contempt by a Justice of the New York Supreme Court for violating the court's order to produce documents. The Commission wishes to acknowledge the assistance of the New York State Attorney General's Office in the Commission's action against Zubkis, SBAM, Z3, and Scialdone. ======END OF PAGE 2======