SECURITIES AND EXCHANGE COMMISSION
Litigation Release No . 16492 / March 30, 2000
Accounting and Auditing Enforcement Release No. 1245
SECURITIES AND EXCHANGE COMMISSION v. RENAISSANCE CAPITAL MANAGEMENT, INC., NNPD ESCROW HOLDINGS COMPANY, INC., ALLEN ANDRESCU, RICHARD BROWER, MARK COATES, VIKRAM RANDHAWA AND TEJBIR SINGH, CIV 00 1848 (PLATT) (E.D.N.Y.)
The Commission announced that it filed a Complaint today in the United States District Court for the Eastern District of New York charging five individuals and two entities with having defrauded at least 89 investors of more than $2.4 million through the sale of unregistered common stock of NNPD Textiles, Inc. ("NNPD") -- a struggling, family-owned knitting business. The Commission alleges that the individuals charged in the Complaint diverted the proceeds raised from the fraudulent scheme to themselves and to pay personal expenses. Named in the Complaint are:
Renaissance Capital Management, Inc. ("Renaissance Capital"), a New York corporation that, until April 1999, was located in Farmingdale, New York;
NNPD Escrow Holdings Company, Inc. ("NNPD Escrow"), a New York corporation that, until April 1999, was located in Farmingdale, New York;
Allen Andrescu ("Andrescu"), a 25 year old former resident of Merrick, New York, who is the Chief Executive Officer ("CEO") and sole owner of Renaissance Capital, and who is the CEO and President of NNPD Escrow;
Richard Brower, a 26 year old resident of Merrick, New York, who was employed by Renaissance Capital from May 1997 to June 1998;
Mark Coates, a 28 year old resident of Hempstead, New York, who was employed by Renaissance Capital from May 1997 to January 1998;
Vikram Randhawa, a 29 year old former resident of Albertson, New York, who managed the day-to-day operations of Renaissance Capital from June 1997 to March 1999; and
Tejbir Singh A/K/A Raj Nanvaan, a 22 year old resident of West Babylon, New York, who was employed by Renaissance Capital from February 1998 to June 1998.
Also named in the Complaint as relief defendants are:
Ana Andrescu ("A. Andrescu"), a 48 year old resident of Massapequa, New York, who is Andrescu's mother and who received at least $19,500 from the proceeds of the sale of NNPD stock;
Jon Andrescu ("J. Andrescu"), a 52 year old resident of Massapequa, New York, who is Andrescu's father and who received at least $9,900 from the proceeds of the sale of NNPD stock; and
Magic Knits LTD, a New York corporation located in Brooklyn, New York, which is wholly owned by J. Andrescu and which received at least $66,000 from the proceeds of the sale of NNPD stock.
The Complaint alleges that, from at least October 1997 to at least March 1999, Andrescu, Brower, Coates, Randhawa and Singh, through two companies that Andrescu controlled, Renaissance Capital and NNPD Escrow (collectively, the "Defendants"), conducted a fraudulent private placement of NNPD stock. The Complaint alleges that, among other things, Defendants falsely represented that investors would be able to sell their NNPD shares for a substantial profit in an imminent initial public offering ("IPO") by NNPD, that NNPD projected substantial and growing future revenues, and that the proceeds of the sale of NNPD stock would be paid to NNPD. According to the Complaint, in fact, there was no real possibility that NNPD would successfully conduct an IPO, the revenue projections were without basis in fact, and, while NNPD received no more than $100,000 of the over $2.4 million raised in the offering, Defendants diverted the bulk of the proceeds raised from the offering to themselves and to pay personal expenses. The Commission alleges that, through this conduct, Defendants violated the antifraud provisions set forth in Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5. In addition, the Commission alleges that Defendants violated the registration provisions set forth in Sections 5(a) and 5(c) of the Securities Act by unlawfully selling unregistered NNPD stock.
The Commission seeks a final judgment permanently enjoining Renaissance Capital, NNPD Escrow, Andrescu, Brower, Coates, Randhawa and Singh, from violating Sections 5 and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, ordering them to account for and to disgorge their ill-gotten gains plus prejudgment interest, and assessing civil penalties. The Commission also seeks an order requiring A. Andrescu, J. Andrescu and Magic Knits to account for and to disgorge the amounts they were paid from the proceeds of the sale of NNPD stock plus prejudgment interest.
The Commission thanks the New York Attorney General's Office for its cooperation in this matter.The litigation is pending.