Renee
5年前
CBDX: SEC Wins Jury Trial Against Microcap Fraudsters
https://www.sec.gov/news/press-release/2020-60
Washington D.C., March 12, 2020 —
Jurors in Los Angeles federal court yesterday returned a verdict in the Securities and Exchange Commission’s favor against a microcap issuer, Curative Biosciences Inc., formerly known as Healthient Inc., and husband-and-wife insiders who made false and misleading statements to conceal their unregistered sales of company stock.
William M. Alverson, the former chairman of the company’s board of directors, and Katherine West Alverson, the company’s former chief executive officer and a director, conducted an illicit scheme by which they directed the company to issue shares to third parties under the pretext that they were in payment for services rendered or in discharge of a debt. In fact, the shares were to be sold in the market to unsuspecting investors and over $4 million in proceeds was routed back to the Alversons for their personal use.
“The defendants misappropriated shares for their own personal gain, all the while deceiving the company’s shareholders into believing that the shares were being used for legitimate corporate purposes,” said Steven Peikin, Co-Director of the SEC’s Division of Enforcement. “The SEC remains committed to prosecuting those who engage in self-dealing at the expense of investors.”
The jury found Curative Biosciences and the Alversons liable on all counts, finding that they violated the registration requirements of Sections 5(a) and 5(c) of the Securities Act of 1933 and the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5(b) thereunder. The jury also found that the Alversons were liable as aiders and abettors of all the company’s violations and as control persons for the company’s violations of the antifraud provisions.
A default was previously entered against relief defendants Northeast Capital Group LLC and Panacea Holdings Inc. A consent judgment was also previously entered against a fourth defendant, Steven G. Patton, who cooperated with the SEC and assisted the investigation and litigation.
The SEC's litigation is being conducted by Derek Bentsen and Melissa Armstrong under the supervision of Jan M. Folena. The underlying investigation was conducted by Gina M. Joyce and Ryan Farney and supervised by Nina B. Finston.
SEC Complaint:
https://www.sec.gov/litigation/complaints/2018/comp24180.pdf
scion
6年前
SEC Charges Microcap Issuer and Individuals with Unregistered Offers and Sales and Disclosure Fraud
SEC Complaint
https://www.sec.gov/litigation/complaints/2018/comp24180.pdf
Litigation Release No. 24180 / June 29, 2018
Securities and Exchange Commission v. Curative Biosciences, Inc. f/k/a Healthient, Inc., William M. Alverson, Katherine West Alverson, and Steven G. Patton, Civil Action No. 8:18-cv-00925-SVW-E (C.D. Cal.)
On June 8, 2018, the Securities and Exchange Commission filed an amended complaint charging Curative Biosciences, Inc. f/k/a Healthient, Inc. and corporate insiders with fraudulently misrepresenting that the company had issued company shares to third parties in purported compensation for services and in discharge of company debt when, in fact, the company issued the shares for capital raising purposes in violation of the offering registration requirements.
The SEC's complaint, filed in the U.S. District Court for the Central District of California, charges the company, the then Chairman of the board of directors, William M. Alverson, his wife, Katherine West Alverson, who was then a director and the company CEO and President, and business associate, Steven G. Patton, with violating Sections 5(a) and 5(c) of the Securities Act of 1933 and the company, Alverson, and West with violating Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5(b) thereunder. The complaint further alleges that Alverson and West are liable for the company's violations in their capacity as control persons and as aiders and abettors, and that Patton is liable as an aider and abettor of the company's, Alverson's, and West's violations of Section 5(a) and 5(c). West is named as a defendant and, in the alternative, relief defendant. Two private entities controlled by Alverson and/or West, Northeast Capital Group, LLC and Panacea Holdings Inc., are named as relief defendants. The complaint seeks permanent injunctions against the defendants; disgorgement plus prejudgment interest from the defendants and relief defendants; civil money penalties against the company, Alverson, and West; penny stock bars against the individual defendants; and officer-and-director bars against Alverson and West.
Without admitting or denying the SEC's allegations, Patton consented to the entry of a final judgment, entered by the court on June 19, 2018, that permanently enjoins him from future violations of Securities Act Section 5, bars him from participating in any future penny stock offerings, and orders him to pay disgorgement of $32,203.95 with prejudgment interest of $5,407.95.
https://www.sec.gov/litigation/litreleases/2018/lr24180.htm
stlogic
9年前
Last SEC filing has Ms. West listed as recipient
of 3,500,000 new shares yet the Amaizing website refers to
her as Mrs. Alverson.
Note 4. Commitments and Contingencies
On July 16, 2015 the Company's Board of Directors approved the major terms of the compensation of Ms. West, our Founder, Chairman of the Board of Directors, former Chief Executive Officer and now Executive Vice President, which includes an annual salary equal to 400,000 shares of the Company's stock paid on a monthly basis, a stock grant of 500,000 shares of the Company's common stock, which vest over a period of five years and a one-time bonus of 150,000 shares of the Company's stock. On July 20, 2015, the Company authorized the issuance of 100,000 shares valued at $100,000 to Northeast Capital Group, a company owned and controlled by Ms. West as part of the compensation.
7
On November 11, 2015 the Company's Board of Directors approved an amendment to the terms of the non-cash compensation for Ms. West. The amendment provides for cancellation of the previous restricted stock grant of 500,000 shares of the Company's stock vesting over five years and replaces it with a restricted stock grant of 3,500,000 shares of the Company's stock vesting over a period of five years. On November 11, 2015, the Company authorized the issuance of 3,170,539 shares valued at $1,077,983 to Panacea Holdings, Inc., a company owned and controlled by Ms. West as part of the compensation. The Company has not yet finalized the employment agreements with the Company's Chief Executive Officer, Richard Damion and A. R. Grandsaert, the Company's President.
stlogic
10年前
Go Shnaax...Can't even make this stuff up!
but Bill and Kathy AlverWest can
$1,800 in the bank followed by this latest filing
Lease Commitments
The Company gave up its leased office space in Jupiter, Florida in January 2014, and acquired a new office in Newport Beach, California. The Florida leaseholder obtained a judgment in the amount of $181,968 for the remainder of the monthly lease payments through June 2016 pursuant to the terms of the lease agreement plus legal fees of $1,487. The Company has recorded the full amount of the judgment, however believes that when the facility is re-leased it may not have to pay the full amount. Upon the leaseholder’s execution of a new lease with a new tenant, the Company plans to file for the release of the amount of the judgment over and above the actual loss incurred by the leaseholder. There is no guarantee the property will be re-leased or that such a filing will be successful and that the Company will be able to mitigate its loss in this way.
The Company’s Newport Beach, California lease term is one year commencing January 2014 at the rate of $1,439 per month. We believe that our existing facilities are adequate to meet our current needs and that suitable additional or alternative space will be available at this facility if needed. We have no assurance that future terms would be as favorable as our current terms. As of January 2015, the Company did not renew the lease, thereby converting to a month-to-month basis.
The Company has not invested in any real property at this time, nor does the Company intend to do so. The Company has no formal policy with respect to investments in real estate or investments with persons primarily engaged in real estate activities.
Legal
In 2011 Siesta Flow LLC filed a legal action against the Company in the Twelfth Circuit Court of Sarasota County, Florida, alleging breach of contract and seeking damages in the amount of $92,000 plus costs. In April of 2012, the court has issued final summary judgment against the Company in the total amount of $95,500. On April 27, 2012, the court issued an order to approve a settlement of the judgment issued against the Company. According to the terms of the approved settlement, a third party and a non-party to the legal action against the Company, agreed to purchase the claim of Siesta Flow LLC. in the amount of $75,000 and additional claims against the Company from other parties, for a total amount of $95,500 in exchange for the issuance of 19,100,000 shares of common stock by the Company, subject to certain limitations on the issuance of such shares set forth in settlement. The Company has recorded the settlement agreement at the market price of the stock on the date of issuance.
During the year ended June 30, 2013, the Company issued 14,384,000 shares of common stock with a market value of $7,562,500 in payment of the settlement. $1,719,000 was in satisfaction of the settlement payable and $5,843,000 was recognized as a loss on the settlement of this liability, which was netted to $5,799,000 by forgiven amounts of $44,000. At December 31, 2014 there is a balance of 4,716,000 common shares remaining to be issued under the settlement agreement. Under the agreement, the shares can be drawn upon at any time, provided that the number of shares of common stock of the Company beneficially owned by the purchaser of the Siesta Flow LLC's claim does not exceed 9.99%. The number of shares required to settle this liability is unchanged by the Company’s recent reversed spilt in the number of its issued and outstanding shares of common stock.
In June of 2013, a former officer of the Company filed a lawsuit against the Company and its President and directors alleging several counts, including a breach of contract and fiduciary duty, and seeking damages in the amount of $122,300 and other unspecified damages. The Company considers the lawsuit without any merit and will defend it vigorously. On September 18, 2013, the plaintiff filed a motion to compel early mediation. In February 2014 the parties attended a settlement conference; however, no settlement could be reached. As of December 31, 2014 the case was still pending.
11
On October 8, 2014, a former Director pled not guilty to charges by the U.S. Attorney’s office of 15 U.S.C. Sections 77e and 77x (Illegal Sales of Unregistered Securities) and 18 U.S.C. Section 2 (Aiding and Abetting and Causing an Act to be Done). The alleged violation pertains to January, 2012 when the Director caused the Company to issue shares of common stock pursuant to the Company's 2010 Equity Compensation Plan, as amended, registered on the registration statement on Form S-8, purportedly for certain consulting services provided to the Company. According to the charges, the actual intended purpose of such stock issuances was to raise capital for the Company through the sale of its stock. Shares registered on Form S-8 cannot be used by the issuer to raise capital for the issuer or to promote the issuer's stock price and are limited for the issuance to the issuer's employees, consultants, and advisors for bona fide services to the company. Our current management was not involved, had no knowledge of these allegations, and is conducting a thorough review and investigation of its policies and compliance procedures to discover any deficiencies in its internal controls.
On July 24, 2014, the Company, its Chairman and Chief Financial Officer received subpoenas from the Securities Exchange Commission (the “SEC”) that stated that the staff of the SEC is conducting an investigation In the Matter of PEI Worldwide and Certain Other Issuers, File No. HO 11576 and that the subpoena was issued to the Company, its Chairman and CFO as part of the foregoing investigation. The Company has no knowledge of PEI Worldwide. The SEC’s subpoena and accompanying letter do not indicate whether the Company (or its Chairman and CFO, respectively) is, or is not, under investigation. The Company has contacted the SEC’s staff regarding the subpoenas, and the Company is cooperating with the SEC. As of December 31, 2014, no further communication from the SEC has been received by the Company.
Note 6. Stockholders’ Deficit
The Company has authorized 200,000,000 shares of common stock with a par value of $0.001 and 25,000,000 shares of preferred stock with a par value of $0.001.
On October 28, 2013, the Company effected a 100 to 1 reverse split of its common stock that has been reflected in the Stockholders’ Deficit.
During the six months ended December 31, 2014 the Company issued 15,000 shares of common stock for services ($44,250).
At December 31, 2014 the Company had a balance of 4,716,000 common shares remaining to be issued in satisfaction of the settlement agreement. Under the agreement, the shares can be drawn upon at any time, provided that the number of shares of common stock of the Company beneficially owned by the purchaser of the Siesta Flow LLC's claim does not exceed 9.99%. The number of shares required to settle this liability is unchanged by the Company’s recent reversed spilt in the number of its issued and outstanding shares of common stock.
Non-Employee Stock Options and Warrants
The Company accounts for non-employee stock options and warrants under ASC 718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.
There were no warrants or stock options issued or outstanding at December 31, 2014. All warrants issued in prior periods expired without being exercised.
12
Note 7. Loans from Directors and Shareholders
During the six months ended December 31, 2014, a shareholder advanced the Company an additional $42,509 which makes total loans payable $127,146. The loans are non-interest bearing and due on demand.
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