U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19369 / September 9, 2005
SECURITIES AND EXCHANGE COMMISSION v. MEGAMANIA INTERACTIVE, INC., GEORGE W. BOGLE, JR., PETER EMMANUEL, and MIA VENTURE CAPITAL, LLC, Case No. 4:05-cv-03134 (U.S.D.C/S.D. Tex, Houston Division)
SEC SUES MEGAMANIA INTERACTIVE, INC., GEORGE W. BOGLE, PETER EMMANUEL, AND MIA VENTURE CAPITAL LLC FOR A MARKET-MANIPULATION SCHEME
On September 7, 2005, the Securities and Exchange Commission filed a civil lawsuit in the United States District Court for the Southern District of Texas (Houston Division) against Houston-based MegaMania Interactive, Inc.; its CEO, George W. Bogle, Jr., 46; Peter Emmanuel, 43; and Mia Venture Capital LLC, a Florida-based private company controlled by Emmanuel. MegaMania is a software and website-design company whose common stock trades under the ticker symbol MNIA in the Pink Sheets. The SEC alleged violations of the federal securities laws against each of the defendants, claiming, among other things, that they illegally profited from a scheme to inflate MegaMania's stock price in a fraudulent promotional campaign in 2003.
The SEC's complaint alleges that, in August and September 2003, Emmanuel, operating through Mia Venture Capital, distributed hundreds of thousands of unsolicited faxes and millions of spam emails that touted MegaMania's stock and directed recipients to a MegaMania "research report" on an Internet website operated by Emmanuel. Bogle hired Emmanuel to carry out the distribution in exchange for 750,000 shares of MegaMania stock. The faxes, emails, and research report contained numerous false and misleading statements about the company. For example, they claimed, that MegaMania "achieves profitability with Less than 1000 Managed Service Clients" and that its revenue would "steadily grow to $225 million in revenue within 5 years." They also repeated false statements by Bogle contained in contemporaneous MegaMania press releases, which claimed that the company had received funding commitments totaling $400,000. Finally, they rated MegaMania as "Our Most Aggressive Stock Buy Recommendation" with a target share price of $5, an increase of approximately 900% over the prevailing price. In reality, MegaMania had no funding commitments and had never achieved profitability, and the revenue and share-price projections had no reasonable basis.
During the fraudulent promotional campaign, MegaMania's stock price increased by over 120%, and its trading volume increased dramatically. Concurrently, Bogle sold approximately 118,000 MegaMania shares for about $92,000 through the account of GLM Technologies LLC, a private company owned and operated by his brother Timothy L. Bogle, 42, of West Bloomfield, Michigan. Timothy Bogle transferred the proceeds from these sales to MegaMania. Emmanuel sold approximately 452,000 MegaMania shares into the market for proceeds of approximately $364,950.
The SEC's complaint alleges that MegaMania, George Bogle, Emmanuel, and Mia Venture Capital violated the anti-fraud and securities-registration provisions of the federal securities laws, specifically Sections 5(a), 5(c), and 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 thereunder. The SEC is seeking a permanent injunction, disgorgement plus prejudgment interest, and a civil money penalty against each defendant and further seeking as to George Bogle and Peter Emmanuel a penny-stock bar.
In a related action, the SEC issued a cease-and-desist order against Timothy L. Bogle and GLM Technologies, LLC, finding that they violated the securities-registration provisions of the federal securities laws in connection with the unregistered distribution of MegaMania's stock. Timothy Bogle and GLM Technologies both agreed to the entry of the order, without admitting or denying the substantive findings therein.