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U.S. Securities and Exchange Commission


Litigation Release No. 19140 / March 17, 2005

Securities and Exchange Commission v. Opsis Technologies Int'l., Inc., et al., Case No. 03-62251-Civ.-Martinez/Klein

SEC Obtains Permanent Injunctions and Other Relief Against Participants in a Fraudulent Stock Offering

On March 1, 2005, the Honorable Jose E. Martinez, United States District Judge for the Southern District of Florida, filed a Final Judgment by Default against defendants Opsis Technologies (Opsis), M&T Consulting Group LLC (M&T), Joseph Catapano and Aaron Andrzejewski (a.k.a Aaron Andrews) (Andrews). The Court's judgment enjoined them from future violations of Sections 5 and 17(a) of the Securities Act of 1933 (Securities Act) [15 U.S.C. 77e, 77q(a)] and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) [15 U.S.C. 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]. In addition, the Court ordered them to pay disgorgement plus prejudgment interest in the total amount of $4,733,909, for which they are jointly and severally liable. The Court also imposed civil penalties of $550,000 each against Opsis and M&T and $110,000 each against Catapano and Andrews. The judgment also permanently enjoined M&T, Catapano and Andrews from violating Section 15(a) of the Exchange Act [15 U.S.C. 78o(a)] and barred them from participating in an offering of penny stock.

On March 2, 2005 Judge Martinez filed partial final consent judgments against the two remaining defendants, Venture Capital Holdings LLC (VCH) and Michael Kordich. VCH and Kordich consented, without admitting or denying the allegations of the complaint, to permanent injunctions against violating Sections 5 and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and a penny stock bar. The judgment also provides that the amounts, if any, of disgorgement, prejudgment interest and civil penalties to be paid by Kordich and VCH shall be determined by the Court at a later date.

The Commission's Complaint was filed on December 22, 2003 and alleged as follows: From 2001 through April 2003, the defendants committed securities fraud while conducting an unregistered offering of Opsis securities to unsophisticated investors by making materially false and misleading statements about Opsis. The misrepresentations concerned, among other things, Opsis's ownership of patents, its partnership with a prestigious university, guaranteed profits in the form of stock-repurchase agreements and assurances that Opsis would soon go public and trade at high prices in the secondary market. None of these things was true.

See also Litigation Release No. 18518 (December 22, 2003).


Modified: 03/17/2005