Re: 8/03 - [EDGH] OurStreet.com: Proposed SEC Complaint vs. Edgetech Services, Inc.
COMPLAINT
Complainant reports as follows: Edgetech Services, Inc. (Edgetech) and Hollingsworth, Rothwell & Roxford, a Florida Partnership (HRR) have conspired either intentionally or unintentionally to artificially inflate the value of Edgetech’s stock through the publication of an illegal takeover offer that we believe is neither reasonable in value nor attainable and thusly violates Section 14 and 10b-5 of the Exchange Act. This offer also contained materially false and/or misleading statements which supported the promotion.
SUMMARY
1. This complaint arises out of an illegal takeover offer containing materially false and/or misleading statements which was presented by HRR to Edgetech and which, among other terms demanded international publication of the offer. We believe this takeover offer was not based upon any reasonable price and was not made in compliance with Section 14 of the Exchange Act. Additionally, Edgetech, at the request of HRR published this non-compliant offer internationally and caused a substantial increase in the stock price based upon this announcement.
2. Edgetech and Kim participated in this illegal activity by publishing this illegal takeover offer as if it were legitimate and without conducting sufficient due diligence to determine if the offer were legitimate or if HRR were actually capable of fulfilling the basic terms of the illegal offer.
3. Edgetech and Kim also published other materially false and/or misleading statements as part of an overall plan to promote the company’s stock.
4. By engaging in the conduct alleged herein, the accused violated the antifraud and disclosure requirements of the federal securities laws. Unless enjoined, the accused are likely to do so in the future.
JURISDICTION AND VENUE
5. The Commission brings this action pursuant to Section 20(b) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77t(b)], and Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d) and 78u(e)] to permanently restrain and enjoin Edgetech, HRR, Kim and Kim from engaging in the acts, practices, and transactions stated herein.
6. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)], and Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. Venue lies in this Court pursuant to Section 20(a) of the Securities Act [15 U.S.C. § 77t], and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
7. Edgetech, HRR, Kim and Kim, directly or indirectly, have made use of the means and instrumentalities of interstate commerce or the mails, or of the means or instrumentalities of transportation or communication in interstate commerce, or of the facilities of a national securities exchange, in connection with the acts, practices, and transactions alleged herein , certain of which occurred within the State of Florida.
Accused
8. Edgetech Services Inc. with offices at 18 Wynford Drive, Suite 615 Toronto, Ontario, is a “Total Business Solutions Provider specializing in Information Technology (IT) Security, Enterprise Resource Planning (ERP) and Knowledge Based Systems”. It became a Nevada corporation in 1997. During the relevant time period, Edgetech’s common stock publicly traded on the Over-The-Counter Bulletin Board and was quoted in the National Quotation Bureau's Pink Sheets. Edgetech’s common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act [15 U.S.C. § 78l(g)], and the company is required to file reports, including registration statements and quarterly and annual financial statements, with the Commission pursuant to Sections 12(g) and 15(d) of the Exchange Act [15 U.S.C. §§ 78l(g) and 78o(d)].
9. Tae Ho Kim was at all relevant times the Chief Executive Officer of Edgetech.
10. Sang Ho Kim is the President, CFO and Chairman of the Board of Directors of Edgetech.
11. Theodore Roxford – Theodore Roxford (aka Lawrence David Niren and aka: Theodore Vakil) is a partner in Hollingsworth, Rothwell & Roxford.
12. Kenneth T. Rothwell – Rothwell is a Senior Partner in Hollingsworth, Rothwell & Roxford.
13. Hugh Hollingsworth – Hollingsworth is a partner in Hollingsworth, Rothwell & Roxford.
FACTS
A. Background
14. On July 31, 2003, Edgetech published an announcement declaring that they had received an “unsolicitated” offer for 90% of their company at a price of $1 per share. At the time the stock was trading at approximately $.15. The stock proceeded to trade as high as $.75 on a volume of 11,497,300 shares compared to 234,400 the day prior to the announcement. Along with the announcement, Edgetech also published the text of the offer which contained among other terms and conditions, the requirement that Edgetech publish the “Letter Offer from HRR in its entirety in both Canada and the U.S. on a national scale in both countries.”
15. This “Offer Letter” also contained other materially false and/or misleading statements which appear to be designed to validate the legitimacy of the offer.
B. Issuance and subsequent promotion of an Illegal Takeover
16a. On July 31, 2003, Kim and Edgetech published a statement which announced that”
EdgeTech Receives Unsolicited Purchase Offer at $1.00/Share
Thursday July 31, 9:00 am ET
TORONTO, ON--(MARKET WIRE)--Jul 31, 2003 -- EdgeTech Services, Inc. (OTC BB: EDGH), a total business solutions provider specializing in IT security and outsourced services, today announced that it has received an unsolicited offer for the purchase of 90% of all outstanding shares.
We have attached the Letter of Offer and the board will meet to decide on a suitable response within the next week:
HOLLINGSWORTH, ROTHWELL & ROXFORD
Mergers & Acquisitions
7777 N. Wickham Rd. #12-135
Melbourne, Florida, 32940, U.S.A.
Tel: (321) 728-4302 and (415) 995-2313
e-mail: kth@hrrma.biz
2 pages sent by fax and e-mail
Mr. Tae Ho Kim, Chief Executive Officer
Mr. Sang Ho Kim, Chairman & President
Edgetech Services Inc.
18 Wynford Dr.
Toronto,Ontario,V1P 1A3
Canada
July 30, 2003
Dear Tae & Sang,
It is with great pleasure that our partnership, Hollingsworth, Rothwell & Roxford ("HRR"), hereby offers to acquire 90% of the shares of Edgetech Services Inc (EDGH.OB) for US $1 a share -- where it traded at earlier this year. Edgetech shares closed yesterday at US 15 cents a share.
Our offer is conditional on: (1) your allowing us to sign a confidentiality agreement with you, in order to be able to do all of our due diligence on your fine Company; (2) you and the entire current management of Edgetech continuing to run the Company as always, and (3) your publicly releasing this Letter Offer from HRR in its entirety in both Canada and the U.S. on a national scale in both countries.
Based on the publicly available reports issued by Edgetech, which we have evaluated in depth, as well as our very strong belief that your Company is extremely well managed, with unique businesses and services in IT Security, Biometrics, Business Solutions, Systems Engineering, Software Development and Project Management, and 7 years of continued rising revenues, it is our opinion that the shares of Edgetech Services, are severely undervalued. We wish to acquire only 90% of the Company, in order to keep the shares trading in the markets, to be able to use the stock as a vehicle to make future acquisitions of other undervalued companies, as well as to be able to benefit from your continued success and growth with your business partners, Microsoft, IBM, Symantec, Counterpane, and many others; and your clients, which include major government and private sector clients in Canada and the U.S., such as IBM, Falconbridge, Bell Nexxia, Rogers Telecom, and the Province of Ontario.
Having recently achieved success at enhancing value for Zapata Corporation shareholders, which HRR discovered in early November 2002 at only $22 a share, and made a public offer for it on March 5, 2003 at $45, and then raised our offer on June 13, 2003 to $51, -- Zapata shares have since soared to over $58 a share. It is our intention to achieve the same success for Edgetech Services shareholders as we did for Zapata Corporation shareholders, all of which has been publicly documented.
In addition to the success we achieved for Zapata shareholders, it has also been well documented publicly on March 18, 2003, that HRR filed a shareholder proposal with the SEC on Edgar on March 14, 2003, to enhance shareholder value for Sony Corporation in the form of spin offs of assets, that add up to over $101 a share in value for Sony shareholders, and that had Sony's Board Of Directors taken our advice and put its shareholders first before its officers and directors, Sony shares would never have dropped so drastically at the end of April 2003 all the way down to $23 a share.
HRR is currently seeking additional affluent partners on a limited basis, in order to make further acquisitions of extremely undervalued companies worldwide in the near future, like Edgetech Services. If anyone is serious and interested, contact: Hollingsworth, Rothwell & Roxford at: kth@hrrma.biz.
We look forward to acquiring Edgetech Services at US $1 a share, and in working with the fine management of Edgetech Services to continue seeing its future success.
We eagerly await Edgetech Service's response to our Letter Offer set forth herein.
Very sincerely,
/s/ Kenneth T. Rothwell
Kenneth T. Rothwell
Senior Partner
Hollingsworth, Rothwell & Roxford
e-mail: kth@hrrma.biz
Tel: 321-728-4302 or 415-995-2313
About EdgeTech Services
EdgeTech's primary business is IT Consulting covering the following areas: IT Security, Biometrics, Business Solutions, Systems Engineering, Software Development and Project management. EdgeTech is a Business Partner to Microsoft, IBM, Symantec, Counterpane and many others. EdgeTech's clients include major government and private sector clients in Canada and the United States. Some of these clients include: IBM, Falconbridge, Bell Nexxia, Rogers Telecom and Province of Ontario. The EdgeTech website is www.edgetechservices.com. Press Contacts: For more information contact Mr. Tae Ho Kim, CEO 204-943-0803, or email: tkim@edgetechservices.com.
This press release includes forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Inherent risks and uncertainties could cause actual results to differ materially from the forward-looking statements. Such risks and uncertainties are described in the periodic reports the Company files with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
Distributed by Filing Services Canada and retransmitted by Market Wire
Contact:
Contact: Tae Ho Kim
Title: CEO
Voice: 204-943-0803
Email: tkim@edgetechservices.com
URL: edgetechservices.com
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16b. We believe this Offer Letter violates Section 14d of the Exchange Act based upon the following fact:
16c. Section 14d of the Exchange Act states, as follows:
“It shall be unlawful for any person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, to make a takeover offer for, or a request or invitation for takeovers of, any class of any equity security which is registered pursuant to section 12, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 12(g)(2)(G), or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 5 per centum of such class, unless at the time copies of the offer or request or invitation are first published or sent or given to security holders such person has filed with the Commission a statement containing such of the information specified in section 13(d), and such additional information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. All requests or invitations for takeovers or advertisements making a takeover offer or requesting or inviting takeovers of such a security shall be filed as a part of such statement and shall contain such of the information contained in such statement as the Commission may by rules and regulations prescribe. Copies of any additional material soliciting or requesting such takeover offers subsequent to the initial solicitation or request shall contain such information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors, and shall be filed with the Commission not later than the time copies of such material are first published or sent or given to security holders. Copies of all statements, in the form in which such material is furnished to security holders and the Commission, shall be sent to the issuer not later than the date such material is first published or sent or given to any security holders.”
16d. We believe the “Letter of Offer” does not comply in substance nor does it comply with filing requirements of Section 14 of the Exchange Act.
16e. We believe Edgetech Kim and HRR knew, should have known or were reckless in not knowing that the “Letter of Offer” was not compliant in form or substance and that publication of said offer would be materially false and/or misleading based upon both statements and omissions.
17a. On July 31, 2003, Kim and Edgetech published a statement and Letter of Offer which claimed that “Having recently achieved success at enhancing value for Zapata Corporation shareholders, which HRR discovered in early November 2002 at only $22 a share, and made a public offer for it on March 5, 2003 at $45, and then raised our offer on June 13, 2003 to $51, -- Zapata shares have since soared to over $58 a share. It is our intention to achieve the same success for Edgetech Services shareholders as we did for Zapata Corporation shareholders, all of which has been publicly documented. In addition to the success we achieved for Zapata shareholders, it has also been well documented publicly on March 18, 2003, that HRR filed a shareholder proposal with the SEC on Edgar on March 14, 2003, to enhance shareholder value for Sony Corporation in the form of spin offs of assets, that add up to over $101 a share in value for Sony shareholders, and that had Sony's Board Of Directors taken our advice and put its shareholders first before its officers and directors, Sony shares would never have dropped so drastically at the end of April 2003 all the way down to $23 a share.”
17b. On July 15, 2003, HRR published a statement announcing that “Hollingsworth, Rothwell & Roxford ("HRR") announces today that since Zapata Corporation made public HRR's offer to acquire Zapata on March 5, 2003 at $45 a share, and HRR raised its offer on June 13, 2003 to $51 a share, -- the stock of Zapata has soared to $59.55 a share intra-day on July 14, 2003, and it closed on July 14, 2003 at $54.80.In light of the fact that Zapata is now trading substantially above our offer price, and we have achieved our objectives in enhancing shareholder value for all Zapata shareholders, we are hereby giving our support to the Board of Directors of Zapata -- who made our offer public to begin with, and we urge all Zapata shareholders to do the same. Zapata announced on March 7, 2003 that its book value is over $72 a share, so the Company is still undervalued, and is a great Company! HRR also announces today that it is seeking additional partners for new and very undervalued publicly traded investments and acquisitions, including a large producing gold company that trades on the NYSE that we are currently in friendly talks with, and of which we would pay dividends in gold produced by the company to all of our partners in the acquisition. We are offering a limited number of very serious, affluent, risk-oriented individuals and institutions the opportunity to participate directly with us in our investments and acquisitions from the start, similar to our acquisition interest in Zapata, on a worldwide basis. There are many extraordinary undervalued companies in the markets, and it is our goal to enhance shareholder value for investors everywhere. Why guess where the next takeover target will come from? We are offering a limited number of investors the chance to participate directly with us in the acquisitions themselves right from the start. We have had over 23 years of experience dealing with mergers and acquisitions. If you are interested in becoming a partner in our investments and acquisitions, please contact us by e-mail only at the information below.
CONTACT: Theodore Roxford
Hollingsworth, Rothwell & Roxford
415-995-2313
17c. We believe these statements are materially false and/or misleading. There is no empirical evidence whatsoever that HRR’s actions had anything whatsoever to do with the upward price of the stock anymore than the shareholder litigation initiated by a Zapata shareholder as a result of their Zapata failing to even acknowledge the existence of an offer had anything to do with the stock price not going higher.
17d. We further believe that by soliciting funds for the purpose of forming a group to acquire controlling interest in public companies, HRR may fall under the jurisdiction of the Securities Act of 1940 and that the announcement on July 15, 2003 may constitute an illegal solicitation of funds by an unlicensed and unregistered entity.
17e. We believe that Roxford, Rothwell and HRR knew, should have known or were reckless in not knowing that these statements were materially false and/or misleading.
FIRST CLAIM
We believe Edgetech, Kim, Kim, Rothwell and HRR Violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5
(Materially False and Misleading Statements and Failure to Disclose Material Facts in Connection with the Purchase or Sale of Securities)
18. Paragraphs 1 through 17 above are re-alleged and incorporated herein by reference.
19. On July 31, 2003, Edgetech published an announcement declaring that they had received an “unsolicitated” offer for 90% of their company at a price of $1 per share. At the time the stock was trading at approximately $.15. The stock proceeded to trade as high as $.75 on a volume of 11,497,300 shares compared to 234,400 the day prior to the announcement. Along with the announcement, Edgetech also published the text of the offer which contained among other terms and conditions, the requirement that Edgetech publish the “Letter Offer from HRR in its entirety in both Canada and the U.S. on a national scale in both countries.”
20. This “Offer Letter” also contained other materially false and/or misleading statements which appear to be designed to validate the legitimacy of the offer.
21. We believe Edgetech, Kim, Kim, Rothwell and HRR knew, should have known or were reckless in not knowing that the “Letter of Offer” was not in compliance with SEC regulations and contained materially false and/or misleading statements.
22. Edgetech, Kim, Kim Rothwell and HRR, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
23. By reason of the foregoing, we believe Edgetech, Kim, Kim, Rothwell and HRR have, directly or indirectly, singly or in concert, violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
We believe that Edgetech, Kim, Kim, Rothwell and HRR Violated Section 17(a) of the Securities Act
(Making Materially False and Misleading Statements and Failing to Disclose Material Facts in the Offer or Sale of Securities)
24. Paragraphs 1 through 17 above are re-alleged and incorporated herein by reference.
25. On July 31, 2003, Edgetech published an announcement declaring that they had received an “unsolicitated” offer for 90% of their company at a price of $1 per share. At the time the stock was trading at approximately $.15. The stock proceeded to trade as high as $.75 on a volume of 11,497,300 shares compared to 234,400 the day prior to the announcement. Along with the announcement, Edgetech also published the text of the offer which contained among other terms and conditions, the requirement that Edgetech publish the “Letter Offer from HRR in its entirety in both Canada and the U.S. on a national scale in both countries.”
26. This “Offer Letter” also contained other materially false and/or misleading statements which appear to be designed to validate the legitimacy of the offer.
27. We believe Edgetech, Kim, Kim, Rothwell and HRR knew, should have known or were reckless in not knowing that the “Letter of Offer” was not in compliance with SEC regulations and contained materially false and/or misleading statements.
28. We also believe Edgetech, Kim, Kim, Rothwell and HRR, directly or indirectly, singly or in concert with others, in the offer or sale of securities, by the use of the means or instrumentalities of transportation or communication in interstate commerce or by use of the mails: (a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of untrue statements of material fact or by omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon the purchaser of such securities.
29. By reason of the foregoing, we believe Edgetech, Kim, Kim, Rothwell and HRR violated Section 17(a) of the Securities Act [15 U.S.C. §78q(a)].
THIRD CLAIM
We believe Rothwell and HRR Violated Section 14 of the Exchange Act
(Failure to properly file Takeover Offers with the Commission and failure to provide proper disclosure in a takeover offer)
30. Paragraphs 1 through 17 above are re-alleged and incorporated herein by reference.
31. On July 31, 2003, Rothwell and HRR submitted a “Letter of Offer” to Edgetech purportedly offering $1 per share at a time when the stock was trading at $.15. Nothing about the “Letter of Offer” complied with Section 14 of the Exchange Act. This “Letter of Offer” also contained materially false and/or misleading statements.
33. Section 14(d) of the Exchange requires that any and all takeover offers for more than 5% of a company’s stock must be filed in accordance with Section 14 of the Exchange act and according to Section 13(d) of the Exchange Act and must comply to standards as set by the SEC and may not contain untrue statements of material facts or omissions of material facts.
34. HRR and Rothwell knew, should have known or were reckless in not knowing that the “Letter of Offer” was not in compliance with Section 14 of the Exchange Act and that it contained materially false and/or misleading statements.
35. By reason of the forgoing, we believe that Rothwell and HRR Violated Section 14 of the Exchange Act.
FOURTH CLAIM
We believe Roxford and Hollingsworth Aided and Abetted HRR's Violations of Section 14 of the Exchange Act (Aiding and Abetting Illegal Takeover Offers and False and Misleading Statements, and Omissions of Material Fact)
76. Paragraphs 1 through 17 above are re-alleged and incorporated herein by reference.
73. On July 31, 2003, Rothwell and HRR submitted a “Letter of Offer” to Edgetech purportedly offering $1 per share at a time when the stock was trading at $.15. Nothing about the “Letter of Offer” complied with Section 14 of the Exchange Act.
32. HRR and Rothwell knew, should have known, or was reckless in not knowing that the offer was not in compliance in form or substance and that it contained materially false and/or misleading statements.
34. We believe, as partners, both Roxford and Hollingsworth participated in the process of deciding upon both the form and substance of the “Letter of Offer” and accordingly aided and abetted the violations.
35. We believe Roxford and Hollingsworth knew, should have known or were reckless in not knowing that HRR’s “Letter of Offer” did not comply in form or substance with Section 14 of the Exchange Act.
36. By reason of the forgoing, we believe that Roxford and Hollingsworth violated Section 14 of the Exchange Act.
PRAYER FOR RELIEF
WHEREFORE, we respectfully request that the Commission respectfully requests that the Court:
I.
Issue a Final Judgment of Permanent Injunction and Other Relief restraining and enjoining Edgetech from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]; Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)]; and Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 12b-20, 13a-1, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13].
II.
Issue an Order of Permanent Injunction restraining and enjoining Kim and Kim from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]; Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e]; and from aiding and abetting violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 12b-20, 13a-1, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13].
III.
Issue an Order of Permanent Injunction restraining and enjoining Rothwell and HRR from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
IV.
Issue an Order of Permanent Injunction restraining and enjoining Roxford and Hollingsworth from, directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]; Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and from aiding and abetting violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 12b-20, 13a-1, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13].
V.
Issue an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] permanently barring Kim and Kim and Rothwell from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
VI.
Issue an Order pursuant to the Court's equitable powers permanently barring Kim, Kim and Rothwell from acting as an officer or director of any issuer that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d).
VII.
Issue an Order, pursuant to Section 603 of the Sarbanes-Oxley Act of 2002 [Public Law No. 107 - 204, 116 Stat. 745 (July 30, 2002)], Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)] and Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)], and pursuant to the Court's equitable powers, permanently barring Kim, Kim and Rothwell from participating in an offering of penny stock.
VIII.
Issue an Order requiring Kim, Kim, Rothwell, Roxford and Hollingsworth to prepare an accurate accounting of all stock sales and trading profits from the sale of Edgetech stock by them in accounts that they controlled or exercised influence over during the period July 1, 2003 through August 30, 2003.
IX.
Issue an Order requiring Kim, Kim, Rothwell, Roxford and Hollingsworth to disgorge (i) all ill-gotten gains from sales of Edgetech securities in accounts that he controlled or exercised influence over between July 31, 2003 and August 30, 2003, plus prejudgment interest; and (ii) all ill-gotten gains from violations of the federal securities laws, plus prejudgment interest.
X.
Issue an Order requiring Kim, Kim, Rothwell, Roxford and Hollingsworth to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and an Order requiring Kim, Kim, Rothwell, Roxford and Hollingsworth to pay civil money penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
XI.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal Rules of Civil Procedure in order to implement and carry out the terms of all Orders and Decrees that may be entered, or to entertain any suitable application or motion for additional relief; and
XII.
Grant such other and further relief as this Court may deem necessary and appropriate under the circumstances.
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