"Part 13" of 8K
e. The statement fails to disclose that shares
purportedly registered on Forms S-8 were issued to Huttoe's nominees, that
those nominees had not provided services to SOE, that Huttoe was selling
company stock through those nominees, and that Huttoe was selling stock for his
own profit.
62. Huttoe and SOE knew or recklessly disregarded the fact that
the report was materially false and misleading.
SOE FILES A MATERIALLY FALSE AND MISLEADING FORM 10-QSB
63. On or about September 23, 1996, SOE, under Huttoe's direction,
filed its quarterly report on Form 10-QSB with the Commission.
64. This report was materially false and misleading in failing to
disclose that shares purportedly registered on Forms S-8 were issued to
Huttoe's nominees, that those
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nominees had not provided services to SOE, that Huttoe was selling company
stock through those nominees, and that Huttoe was selling stock for his own
profit.
65. Huttoe and SOE knew or recklessly disregarded the fact that
the report was materially false and misleading.
SOE FILES THE SECOND SET OF MATERIALLY FALSE
AND MISLEADING FORM S-8 REGISTRATION STATEMENTS
66. On or about September 24, 1996, SOE, under Huttoe's direction,
filed materially false and misleading Registration Statements on Form S-8, with
the Commission.
a. The forged "consulting agreements" were annexed to
the Registration Statements;
b. The Registration Statements falsely described
services provided to the company by the stock recipients even though in fact no
such services were provided.
c. The Registration Statements were the instruments of a
fraud, as their belated filing created the deception that the shares described
therein were properly registered with the Commission.
67. Huttoe and SOE knew or recklessly disregarded the fact that
the Registration Statements were materially false and misleading and
fraudulent.
SOE FILES A MATERIALLY FALSE AND
MISLEADING CURRENT REPORT ON FORM 8K
68. On or about October 1, 1996, SOE filed with the Commission a
materially false and misleading current report on Form 8-K, to explain the
resignation of its auditors, WPC.
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69. The report falsely states that "there have been no
disagreements with Weinberg, Pershes on any matter of accounting principals or
practices, financial statement disclosure or auditing scope or procedure or any
reportable events".
70. In fact, there were material disagreements in these areas.
71. Huttoe and SOE knew or recklessly disregarded the fact that
the report was materially false and misleading.
CLAIM ONE
(SALE OF UNREGISTERED SECURITIES)
VIOLATIONS OF SECTIONS 5(A), 5(C)
OF THE SECURITIES ACT [15 U.S.C. Section 77E(A), AND 77E(C)]
72. Paragraphs 1 through 71 are hereby realleged and incorporated
by reference.
73. By reason of the foregoing, all defendants, and each of them,
have violated, are violating, and unless restrained will violate Sections 5(a)
and 5(c) of the Securities Act [15 U.S.C. Sections 77e(a) and 77e(c)].
CLAIM TWO
(FRAUDULENT OFFER AND SALE,
INSIDER TRADING)
VIOLATIONS OF SECTION 17(A) OF THE
SECURITIES ACT [15 U.S.C. Section 77Q(A)], SECTION 10(B)
OF THE EXCHANGE ACT, AND RULE 10B-5
THEREUNDER [17 C.F.R. Section 240.10B-5]
74. Paragraphs 1 through 71 are hereby realleged and incorporated
by reference.
75. By reason of the foregoing, defendants Huttoe, Huttoe &
Assoc., National Trading Services, Word Corp., SGA Goldstar, Melcher, Terry,
Alpha Securities, Dunbar |
