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U.S. Securities and Exchange Commission


Litigation Release No. 18928 / October 12, 2004

Accounting and Auditing Enforcement
Release No. 2122 / October 12, 2004

Securities and Exchange Commission v. Soulfood Concepts, Inc. and Markova Campbell, 1:04 CV01731 (JR) (D.D.C.) (October 12, 2004)


The Commission announced today the filing of a civil action against Soulfood Concepts, Inc. and its President and Chief Executive Officer, Markova Campbell, in federal district court in Washington, D.C. The Commission alleges in its complaint that Soulfood filed with the Commission a materially false and misleading annual report and amended annual report for the year ended December 31, 2002, and materially false and misleading quarterly reports for the quarters ended September 30, 2002 and March 31, 2003. The Commission alleges that Campbell copied the financial statements included in the reports from prior Commission filings and altered the applicable dates to make the statements appear to be current. Campbell also is alleged to have included a fictitious independent auditor's report in the annual report and amended annual report. Soulfood's auditor had resigned prior to the filing and did not conduct an audit for 2002.

As a result, the Commission alleges that Soulfood and Campbell violated or aided and abetted violations of Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. The Commission also alleges that Campbell violated Rule 13a-14 of the Exchange Act by falsely certifying two periodic reports. The Commission seeks permanent injunctions against Soulfood and Campbell and, against Campbell only, an officer and director bar and a civil penalty.

The Commission also instituted administrative proceedings against Soulfood pursuant to Section 12(j) of the Exchange Act to determine whether the registration of the company's securities should be suspended or revoked. In the Commission's Order, the Division of Enforcement alleges that Soulfood failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder when it failed to file with the Commission its required annual report for the fiscal year ended December 31, 2003 and its quarterly reports for its fiscal quarters ended June 30 and September 30, 2003, and March 31 and June 30, 2004.

SEC Complaint in this matter


Modified: 10/12/2004