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Non-Tech : Auric Goldfinger's Short List -- Ignore unavailable to you. Want to Upgrade?

To: SEC-ond-chance who wrote (14251)	12/31/2004 11:59:19 AM
From: StockDung	Read Replies (1) \| Respond to of 19428

CNDD hit with SEC Wells Notice concordeamericainc.com 4. On August 17, 2004, a formal order of investigation was entered by the United States Securities and Exchange Commission (the “Commission”) in the Matter of Concorde America, Inc., declaring that certain unspecified acts and practices might be in possible violation of Sections 5 (Registration of Securities) and 17 (Fraudulent Interstate Transactions) of the Securities Act of 1933 and Section 10(b) (Manipulative and Deceptive Devices) of the Securities Exchange Act of 1934. Such order was issued as a result of the Company’s dissemination on August 10 and 11, 2004 of an information release, a copy of which was directed to the Commission’s Division of Market Regulation, advising of the earlier publication on July 28 and August 9 of releases, authored by persons having no connection with and unknown to the Company, which wrongfully claimed to be official Company releases and presented substantively inaccurate information about the Company’s operations and expectations. Those unauthorized releases, coupled with concurrently issued e-mail message traffic originating from a variety of websites having no relationship to or sponsorship by the Company, touting inaccurate and misleading information concerning the Company’s business activities and financial prospects, appeared to be the catalyst for very substantial increases in the volume of purchases and sales of the Company’s shares and in the per share price of such transactions. The Company believes that such unauthorized releases and messages were published to create strong market demand for the Company’s traded shares in order that their bid and ask prices, and the volume of transactions therein, would increase swiftly and in a manner disproportionate, and without regard, to the Company’s limited operating and financial history and complete absence of income so as to benefit one or more of the holders of some portion of the June 2004 share issuance. On November 6, the Company was advised by the Division of Enforcement of the Commission’s Southeast Regional Office that it intended to recommend to the Commission that a civil injunctive action be brought against each of the Company, its President, Mr. Lord, and a major shareholder, Mauricio J. - 10 - Madero O’Brien (“Madero”), alleging that they violated Sections 5(a) (making use of instruments of interstate commerce to sell securities without a registration statement being in effect), 5(c) (making use of instruments of interstate commerce to offer to sell a security without a registration statement having been filed) and 17(a) (offering to sell or selling a security by use of instruments of interstate commerce for the purpose of, among other matters, obtaining money by means of untrue statements) of the 1933 Act; Section 10 (manipulative and deceptive devices) of the 1934 Act; and Rule 10b-5 (employment of manipulative and deceptive devices in connection with the sale of a security) promulgated thereunder. Such notification also informed the Company that the staff might seek against each a permanent injunction, civil penalties, and an accounting and disgorgement of proceeds, and an officer and director bar against Mr. Lord. Each was, however, invited to make a voluntary response, generally known as a Wells Submission, to these proposed recommendations, which will be submitted to the Commission with the staff’s recommendations. Because the Company and Messrs. Lord and Madero believe that each acted in compliance with applicable law and that factual and legal reasons exist to cause the Commission not to act upon the staff’s expected recommendations, such a response will be prepared. If the staff’s expected recommendations are accepted by the Commission and a civil injunction action is subsequently filed against the Company or either individual, no decision has yet been made whether the Company or Messrs. Lord or Madero would choose to vigorously defend the matter or seek to reach a negotiated settlement. Presently, the staff has not advised Company counsel as to the amount of civil penalty that might be imposed against the Company or to what extent disgorgement of the proceeds of its offering might be required. Company counsel believes there to be mitigating factors involved in the issues being raised by the staff which could be of benefit to the Company in either determination even if the defensive efforts of the Company and Messrs. Lord and Madero prove to be unsuccessful. Accordingly, it is presently impractical to estimate the likelihood of an unfavorable outcome or what loss might arise from this matter, and no specific liability has therefore been recorded in the Company’s financial statements. In connection with any review of the attached financial statements or this disclosure, however, each possibility should be taken into account.

To: SEC-ond-chance who wrote (14251)	12/31/2004 4:23:04 PM
From: StockDung	Read Replies (6) \| Respond to of 19428

Concorde America Receives Wells Notice From SEC By CAROL S. REMOND Of DOW JONES NEWSWIRES NEW YORK -- Once high-flying Pink Sheets company Concorde America Inc. (CNDD) has received a Wells notice from the Securities and Exchange Commission. A financial report posted on Concorde America's web site shows that the SEC in early November told the company that it's looking to bring "a civil injunctive action" against it, its president Hartley Lord and a major shareholder named Mauricio J. Madero O'Brien. Wells notices warn that regulators may file civil charges and give recipients a chance to defend themselves. Dow Jones Newswires reported in August that the SEC had opened an investigation into Concorde America following the issuance of promotional press releases about the company and a sharp jump in its stock price. According to Concorde America's report, the SEC is looking into filing charges relating to the sale of securities without proper registration and to the use of "manipulative and deceptive devices in connection with the sale of a security." The financial report also shows that the SEC notified Concorde America that it "might seek against each a permanent injunction, civil penalties, and an accounting and disgorgement of proceeds, and an officer and director bar against Mr. Lord." According to the filing, Lord and O'Brien were "invited to make a voluntary response, generally known as a Wells Submission, to these proposed recommendations, which will be submitted to the Commission with the staff's recommendations." Lord told Dow Jones Friday that this response had been made and that the company is "up to date with" the SEC. Lord declined to further comment on the SEC probe. Concorde America's financial report shows that the company, Lord and O'Brien "believe that each acted in compliance with applicable law and that factual and legal reasons exist to cause the Commission not to act upon the staff's expected recommendations." Lord told Dow Jones in August that the SEC had subpoenaed various records of the company, including incorporation papers and stock transfer sheets. The commission also interviewed Thomas Heysek, a financial newsletter writer who had penned a glowing report about Concorde America. Concorde America was the subject of two "In The Money" columns in August that explored unusual trading in the company's stock and the odd circumstances surrounding the issuance of two promotional press releases. One column showed how some investors who bought 10 million shares of the company for 10 cents each this summer could have made millions of dollars if they sold their shares. The company, which has no real business yet to speak of, had a market capitalization of about $1 billion at one point. The shares of Concorde America were recently trading at 19 cents. The company's stock topped at $8.90 on Aug. 11, just before the company disavowed two earlier press releases that touted its business prospects. The two releases issued in late July and early August appeared to have been issued by Concorde America and were distributed nationally by PRNewswire. But the company later said it did not authorize the issuance of the press releases. The company was created in late June through a merger with a shell corporation called MBC Foods Corp. Concorde America's business plan is to hire people in Latin America to send to Europe as migrant workers. According to the company's financial report, there are now about 114.3 million shares outstanding. -By Carol S. Remond, Dow Jones Newswires; 201-938-2074; carol.remond@dowjones.com