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U.S. Securities and Exchange Commission

Litigation Release No. 19382 / September 16, 2005

Securities and Exchange Commission v. Treyton L. Thomas, et al., Civil Action No. 04-12315 (PBS) (D.MA November 1, 2004).

Court Enters Partial Default Judgement Against Pembridge Group, Ltd.

The Securities and Exchange Commission announced that on September 12, 2005, U.S. Federal District Judge Patti B. Saris entered a Partial Judgment of Default Against defendant Pembridge Group, Ltd. for engaging in a scheme to manipulate the securities of the former Imagis Technologies, Inc. (currently named Visiphor Corporation), a Canadian software company quoted on the OTC-Bulletin Board. The Partial Judgment of Default permanently enjoined Pembridge from further violations of the general and tender offer anti-fraud provisions of the federal securities laws, ordered the payment of civil monetary penalties of $550,000 and ordered Pembridge to pay disgorgement in an amount to be determined by the Court at a later date. The Partial Default Judgment was based on Pembridge’s failure to answer or otherwise defend itself against the allegations contained in the Commission’s Complaint.

On November 1, 2004, the Commission filed civil fraud charges against Treyton L. Thomas and Pembridge. The Complaint alleged that from at least 1999 through 2002, Thomas generated several false press releases in which he claimed to be the founder and chairman of Pembridge, a purported multi-faceted investment firm that managed several hundred million dollars and provided growth capital to formative companies. In fact, it is alleged, Pembridge was simply a front that Thomas used to gain credibility and further his fraudulent scheme.

The Complaint alleged that on March 6, 2002, Thomas caused Pembridge to publically announce a fraudulent cash tender offer for all of Imagis’ outstanding stock at over $4.00 per share (almost double the price at which Imagis’ stock was trading in previous months). Directly following Pembridge’s announcement the price of Imagis’ stock went up to a 52-week high of $3.40. In fact, as alleged, neither Thomas nor Pembridge controlled or had access to hundreds of millions of dollars let alone the resources necessary to buy out Imagis’ shareholders.

The SEC further alleged in the complaint that prior to announcing the false tender proposal, Thomas had arranged for an offshore entity – known as Indo Sakura Trust – to acquire over 100,000 warrants of Imagis stock. Shortly before the fraudulent March 6 tender offer announcement, Indo Sakura converted 70,000 warrants to shares and, a few days after the bogus release, Indo Sakura exercised its remaining 35,000 warrants. Pembridge also acquired warrants to purchase 50,000 shares of Imagis stock at $2.20 (CDN) a share. The Complaint alleges that the defendants’ scheme artificially inflated the value of Indo Sakura's Imagis stock, as well as the securities held directly by Pembridge and its purported clients.

For more information see Litigation Release No. 18957 (November 3, 2004)



Modified: 09/16/2005