Universal Express (920232) STRONG BUY!
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Travel Light; More Secure
Luggage Express Carries Your Bags for You
by Milos Podmanik
If you removed baggage from the long and mystifying travel equation, what would you have? Luxury, ease, and peace of mind. Luggage Express, an innovative subsidiary of Universal Express Inc., offers a fresh idea that could help meeting and event planners (particularly those with large traveling groups) get their clientele to their destinations hassle free. Luggage Express delivers the comfort of picking up baggage, taking it through security checkpoints and having it waiting for you at your hotel the moment you arrive.
Time is of the essence, particularly with a tight schedule, and the last thing a planner needs is to worry about lost luggage causing absences from an important FAM tour. Guests who are delayed due to misplaced luggage or baggage-caused security issues are potential lost business opportunities for each stop they miss.
Imagine flying from state to state and arriving late at an airport the morning of a looming 10 a.m. meeting, and it’s already 9:30 a.m. You wait impatiently for your two pieces of luggage to be dragged sluggishly across a conveyor belt along with the bags of dozens of other travelers, the duration of which seems to last as long as your flight. Conversely, picture yourself without any need for your bags and as a mere observer of the crowds amassed near the luggage carousel, frantically searching for their bags before trying to make an uptown appointment in 30 minutes.
Wouldn’t it be a relief to know you could sidestep any baggage claim catastrophe?
With Luggage Express, traveling can be that simple, says Richard Altomare, chairman and CEO of Universal Express Inc. Partnered with 9,000 domestic locations, Luggage Express employs more than 6,500 drivers and couriers nationwide and is in the process of contracting many more. Through the service, baggage is shipped on independent flights, brought to the traveler’s hotel room upon check-in, and is returned on a separate flight and delivered back to the traveler’s home. Service is offered to all 50 states and many international destinations. To date, Luggage Express has moved more than 40 million suitcases without losing a single bag, notes Altomare.
Although it sounds expensive, Altomare says the cost of the service is gradually trickling down as the number of clients grows each year. Frequent flyers can obtain an L.E. Club Membership and save up to 50 percent by paying for future flights in advance. Event planners can sign up for the Luggage Express affiliate program and earn an 8 percent commission for each booking. Discounts also are given to large groups.
In addition, each bag traveling under the care of Luggage Express is insured for up to $1,000, with additional insurance available for a small fee. Altomare envisions global positioning disks being attached to luggage in the near future; however, with the company’s flawless delivery record, the devices will only be an added insurance feature.
With the airline industry’s slow recovery from terrorism threats and the rigorous luggage inspections implemented by the Department of Homeland Security, baggage delivery services like Luggage Express may be just what the doctor ordered. So much so that several U.S. senators consider Luggage Express a key option for enhanced domestic security and, along with Altomare, are working to secure government grants to promote the use of the service, according to the company. By separating passengers from their luggage, Altomare argues, threats to the airline industry can be minimized.
If nothing else, beyond time savings, a more relaxed trip and improved security, services like Luggage Express could mean less back pain for travelers with heavy baggage. “The only people who would not be happy with this (service) are the chiropractors,” jokes Altomare.
For more information, call (866) 744-7224, or visit www.usxpluggageexpress.com.
(05/03/04)
gruss
seavers
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wenn sich tatsächlich herausstellt, dass osamas anhänger dafür verantwortlich sind (bekennerschreiben usw. liegen ja vor), wird das dem ganzen sicher auftrieb verleihen
zusätzlich noch ein paar qualifizierte zahlen, mal sehen was ab dem 01.04. passiert usw.
ich denke, das ding läuft . . .
;-)
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TUESDAY , MARCH 16, 2004 10:37 AM
NEW YORK, Mar 16, 2004 (BUSINESS WIRE) -- Universal Express, Inc. (OTCBB:USXP) has entered a five-year gift card distributor agreement with InComm, Inc., the industry leader in point-of-sale activation (POSA) transactions, for placement of Universal Express' international floral association gift card within InComm's merchant partner retail stores in North America. The $50 floral gift cards will be launched in May 2004 with an initial placement of 500,000 cards to its merchant Partners with a retail value of $25 million. An additional agreement also allows Universal Express to distribute InComm's numerous prepaid products through its own distribution network.
Richard Altomare, president and chief executive officer, stated, "We are pleased to join the InComm Fastcard network, which represents a significant amount of all POSA transactions. This initial placement of 500,000 gift cards marks an important step. There are additional outlets in the InComm retail network including, some of the nation's largest and most recognizable retail chains, which we plan to target as well."
"We are very excited about the agreement with InComm and its enormous distribution channels. Through its merchant partners, InComm will be offering the Universal Cash Express floral gift cards and Send Roses program from a major floral network that we have an agreement with. Our floral gift card programs have an excellent reputation in the marketplace and we are excited to include them in our product offering," commented David Russell, chief operating officer of Universal Express.
Brooks Smith, president and CEO of InComm said, "We are extremely pleased to be partnering with Universal Express and adding a brand name floral gift card to our Gift Card Mall."
About InComm
InComm is a pioneer in POSA technology and is an industry leader in the development, deployment, and distribution of prepaid products and point-of-sale activation (POSA) technology - the Fastcard system. Since 1992, InComm has successfully delivered advanced POSA technology and solutions, cost effective programs, and strong bottom line results to our retail partners. From wireless handsets and airtime, downloadable content, gift cards, financial services and telecommunications products, InComm and our Fastcard POSA technology are unmatched in our ability to deliver a single vendor solution to retailers. InComm has distribution in more than 47,000 locations with major retailers who depend on InComm for the most advanced technology and brand name prepaid products. Headquartered in Atlanta, GA, InComm is a division of InComm Holdings, Inc. For more information visit our web site at www.incomm.com.
About Universal Express
Universal Express, Inc. owns and operates several subsidiaries including Universal Express Capital Corp. (USXP Cash Express Division), Universal Express Logistics (Luggage Express and the Virtual Bellhop, LLC), Bags To Go, the WorldPost Network - private postal network, and SCI, our industry insurance company. These subsidiaries and divisions provide the private postal industry, customers, and couriers with value-added services and products, logistical services, equipment leasing, and cost-effective delivery of goods worldwide. For more information visit www.usxp.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements including, but not limited to, certain delays beyond the Company's control with respect to market acceptance of new technologies, products and services, delays in testing and evaluation of products and services, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
SOURCE: Universal Express, Inc.
CONTACT: Lippert Heilshorn & Associates
Investor Relations:
David K. Waldman/Jody Burfening, 212-838-3777
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Copyright (C) 2004 Business Wire. All rights reserved.
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KEYWORD: NEW YORK GEORGIA
INDUSTRY KEYWORD: PUBLISHING
TRAVEL
TRANSPORTATION
E-COMMERCE
INTERNET
MARKETING
AGREEMENTS
STOCK SYMBOLS: [(usxp)]
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03-19-04 02:42 PM EST Dow Jones Newswires
WASHINGTON -- Universal Express Inc. (USXP), a tiny Florida firm, is suing the Securities and Exchange Commission, claiming it has been subject to "retaliatory harassment" for criticizing SEC inaction on abusive short selling.
Universal Express, of Boca Raton, Fla., said the SEC has issued subpoenas " each and every time the company issues a press release." It claims the SEC is violating its right to free speech and due process and is engaged in a conspiracy to intentionally interfere with its business.
The lawsuit, recently filed in U.S. District Court for the Southern District of Florida, seeks compensatory and punitive damages, recovery of legal fees, and a permanent injunction to stop the SEC from issuing subpoenas to Universal Express and its business partners.
"We will be moving to dismiss the complaint," said SEC associate general counsel Richard Humes. "It lacks merit."
Free speech claims against the SEC generally fail. Earlier this year, a federal judge in Maryland refused to dismiss SEC charges against Agora Inc., a Baltimore publisher that claimed the SEC was violating its First Amendment right to free speech.
Courts are reluctant to stop SEC investigations as well. Robert Brennan, the former high-flying head of First Jersey Securities, and the penny-stock promotion firm Blinder Robinson & Co. are among those who have lost lawsuits seeking to stop SEC probes.
"Nobody, but nobody, sues the SEC and wins," said Stephen Crimmins, a partner at the Washington, D.C., law firm of Pepper Hamilton LLP and former SEC deputy chief litigation counsel.
Mr. Crimmins doesn't think a federal judge will believe claims of SEC retaliation. "The idea of a vendetta is absurd," he said. "It really doesn't happen."
Arthur Tifford, a Boca Raton, attorney representing Universal Express, disputes that, saying the SEC has issued 15 subpoenas against the firm in recent months, distracting its executives and killing deals with other companies.
"All of it is being done vindictively," Mr. Tifford said.
Universal Express, which provides services to private postal companies, has been a vocal critic of the SEC, complaining it has failed to stop stock manipulations through "naked" short sales.
Short selling, which produces profits when stock prices fall, is legal. Unlike legitimate short sellers, who sell borrowed shares in hopes of replacing them at a lower price, "naked" short sellers conduct sales without borrowing stock.
The SEC floated a proposal last fall to combat abusive short selling but it has yet to act on it. Universal Express said inaction has hurt small companies whose shares are most vulnerable to manipulation while protecting "influential" brokerage firms that could lose billions covering naked short positions.
Universal Express, whose shares trade in the over-the-counter Bulletin Board, said it has been burned by short sellers and was rebuffed when it complained to the SEC in 1998. It had more success suing short sellers, with two Florida jury trials awarding it $526 million in judgments. It also has campaigned to limit short sales to those holding stock certificates and enlisted microcap companies to abandon trading through the Depository Trust Co. At the DTC's request, the SEC halted that exodus last June.
In its lawsuit, Universal Express said SEC subpoenas began in June. A second subpoena came in August and a third in September after Universal Express declared war on naked short selling in a release that asked if jurors can see the damage it causes, "why can't the SEC?"
Mr. Tifford said the SEC demanded that Universal Express prove it was the victim of naked short selling. The company turned over documents and issued a new press release complaining of SEC intimidation. Another subpoena followed seeking documents on the company's ability to collect on its legal judgment. The flurry of press releases and subpoenas continued through the fall, with the SEC demanding years of canceled checks, deposit slips, and wire transfers, the complaint states.
After Universal Express announced plans in October to purchase North American Airlines, the SEC quickly subpoenaed the New York charter company's financial records. Universal Express sued for breach of contract when the deal was scrapped in November. In a countersuit, North American Airlines claimed Universal Express couldn't finance the deal and only announced it to lift its stock price.
"They said the money was on its way," said Kenneth Kelly, a New York attorney who represents North American Airlines. "It never came."
Mr. Kelly confirmed that North American Airlines received an SEC subpoena but said it was "very easy" to produce the information sought by SEC lawyers. Universal Express said the soured deal shows SEC subpoenas may cause " irreparable damage."
Along with filing the lawsuit, Universal Express says it has complained to SEC Chairman William Donaldson, New York Attorney General Eliot Spitzer and members of Congress, and asked the Justice Department to open a formal probe of the SEC. Mr. Tifford said the requests have gone unanswered.
- Judith Burns, Dow Jones Newswires; 202-862-6692; Judith.Burns@dowjones.com
Dow Jones Newswires
03-19-04 1442ET
Copyright (C) 2004 Dow Jones & Company, Inc. All Rights Reserved.
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UNIVERSAL EXPRESS INC
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Wednesday March 24, 2:51 pm ET
NEW YORK, March 24 /PRNewswire-FirstCall/ -- Universal Express, Inc. (OTC Bulletin Board: USXP - News), today requested that the long-sought hearing and lawsuit with the agency empowered to protect thousands of companies from naked short-selling, stand before a Florida judge.
I welcome the hearing that is long overdue. Ever since USXP received $590,000,000 of 'short-selling' judgments that demonstrated inefficiency on the part of the SEC, they have retaliated against our Company, which has grown to over $200,000,000 in sales from no revenues and $54,000,000 in debt paid- off," stated, Richard A. Altomare, President & CEO of Universal Express.
Mr. Altomare continued, "At a time when America is prioritizing jobs, this fine Company has grown to over 6,500 employees from only 3 -- and that's the Company our appointed regulators have decided to question. This one they will lose. They owe the stockholders of USXP $590,000,000 -- they know it, and a jury trial will prove it.
"There has been nothing but integrity and hard-working American efforts with complete compliance on the part of this Company during our 14 years of development, with never a question from the SEC for 14 years.
"As Al Capone infiltrated the Chicago Police Department, I contend that the organized crime efforts of naked short sellers are not above influencing SEC lower-paid employees. Should Universal Express experience any financial damages from bureaucrats gone awry, our proactive lawsuit, which we filed on March 2, will seek additional damages.
"If the SEC wishes to intimidate, eliminate or frighten companies that are the core of America's future capitalist system, they picked the wrong company, wrong CEO and wrong issue to think we'll blink.
"Let's stay focused on the message of our President and the Democratic nominee, jobs, corporate governance and integrity. This lawsuit is designed to shed light on the integrity of the foxes that have been empowered to guard the hen house. Not the hens being bullied by the foxes!
"When someone or some company is sued by the Security Exchange Commission, there is always a concern, I understand that. I grew up in the same America that believes in the integrity of our institutions. After years of SEC governmental abuse, we called for the judicial branch of our government to protect our 38,000 shareholders, our employees, investors and all other small public businesses from the naked short-selling scandal that remains the issue -- not some press releases and fundings that are perfectly accurate," concluded Mr. Altomare
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Mar 24, 2004 (SECURITIES AND EXCHANGE COMMISSION RELEASE/ContentWorks via
COMTEX) -- Today, the Commission filed a complaint seeking a temporary
restraining order (TRO) and other emergency relief against Universal Express,
Inc. (Universal), its chief executive officer Richard Altomare, and others
involved in an illegal distribution of Universal common stock to the public. The
Commission alleges that from April 2001 through the present, Universal has
issued more than 500 million shares of stock for distribution to the public,
issued a series of false press releases regarding funding commitments for the
company, and made other false and misleading statements about its business.
The Commission alleges that Universal, Altomare, and Universal's counsel Chris
G. Gunderson, Jr., distributed stock through Mark Neuhaus, George Sandhu, Spiga
Limited, and Tarun Mendiratta (collectively, the Resellers) purportedly as
consultants to the company. According to the Complaint, the Resellers paid
Universal in excess of $9.1 million for the stock, resold the shares to the
public for a quick risk-free profit, and then used the proceeds to finance their
subsequent share purchases in the ongoing scheme to distribute the shares into
the public market. The Complaint further alleges that as the dilutive issuances
weighed on Universal Express' stock price, Altomare issued a series of false
press releases from May 2002 to April 2003 announcing funding commitments for a
total of $885 million and thereafter made other false statements in public
interviews, press releases, and Universal Express' filings with the Commission.
The Commission further alleges that, following the illegal sales to the
Resellers, Altomare diverted a substantial portion of the proceeds to family
members and personal accounts.
The Commission's action seeks a temporary restraining order and order for
accounting against Universal, Altomare, and Gunderson for the ongoing securities
registration violations. The Commission is also seeking preliminary injunctive
relief against all defendants. The Commission's action alleged that Universal,
Altomare, Gunderson, Neuhaus, and Sandhu violated the antifraud provisions of
the securities laws; that Universal, Altomare, Gunderson, and each of the
Resellers violated the securities registration provisions; that Universal
violated the reporting and books and records provisions; that Altomare and
Gunderson violated and aided and abetted such violations; and that Altomare
violated signed false certifications and made false statements to Universal's
auditors. [SEC v. Universal Express, Inc., et al., Civ. Action No. 04 CV 02322
(GEL) SDNY] (LR-18636)
Copyright (C) 2004 Federal Information & News Dispatch, Inc.
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gewarnt, zum CEO hatte ich in dem anderen thread was geschrieben, das Vertauen schwindet und keiner glaubt ihm mehr etwas, ich war abermals konsequent, und habe wie angekündigt unter SK 0,60 gegeben, wie auch gepostet, ich hoffe, die sog. f-h Lemminge auch, so wurde es mal bezeichnet, gut, daß ich da etwas witterte...auch wenn auch ich mit Verlust ausgestiegen bin...
first-henri 14.02.04 12:58 
Greetz f-h
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Aber...
Wenn die Vorwürfe der SEC wirklich wahr sind und der Dicke hat uns alle beschissen dann ist unser Geld weg, futsch und nicht mehr zu sehn!
Jetzt heißt es entweder aussitzen und Nerven wie Stahlseile oder alles raus und verkaufen (falls überhaupt ein Käufer gefunden wird)
Fazit:
Leb wohl oh du mein schönes Geld, leb wohl oh du meine sauer verdiente Kohle, vielleicht seh ich dich ja nochmal wieder....
in diesem Sinne
Jovi
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Wertpapier:
UNIVERSAL EXPRESS INC
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Neue News:
Universal Express Calls Out SEC, Claims $200M in Sales; No Sign SEC is Taking Bait
THURSDAY , MARCH 25, 2004 01:55 AM
Mar 25, 2004 (financialwire.net via COMTEX) -- (FinancialWire) Universal Express (OTCBB: USXP) is asking the U.S. Securities and Exchange Commission for a hearing before a Florida judge. The company had filed suit against the SEC, claiming harassment due to the agency's repeated requests for documents.
CEO Richard Altomare said he welcomed the "hearing," but there was no indication that the SEC had actually agreed to a hearing, or that a judge had ordered one. The spat between USXP and the SEC comes only five market days before the April 1 deadline when brokers and market makers such as Ameritrade Holding Corp. (NASDAQ:AMTD), Deutsche Bank AG (NYSE: DB), and ETrade Group, Inc. (NYSE: ET) must settle their books to provide for real affirmative determination, closing a giant loophole that the NASD had sought for since November, 2001, but which the SEC only recently authorized.
In the Universal Express announcement, Altomare noted that its $590 million judgments against naked short sellers had "demonstrated inefficiency on the part of the SEC," and that as a result the SEC has "retaliated against our company, which has grown to over $200,000,000 in sales from no revenues and $54,000,000 in debt paid off."
The company's latest 10Q at http://biz.yahoo.com/e/040218/usxp.ob10qsb.html, however, shows six months revenues of $14,879,581, an increase from $1,721,886 the previous year, primarily due to the acquisition of SubContracting Concepts, Inc. (SCI), a third party contract management company that provides courier company clients with risk management and administrative services. SCI's revenues were shown as $13,758,434 against cost of revenues of $13,596,710. The aggregate cost of revenues were $14,802.564.
It was not immediately clear how projected full-year revenues of approximately $30 million equates to the $200 million stated in the company's press release.
"At a time when America is prioritizing jobs, this fine Company has grown to over 6,500 employees from only 3 -- and that's the Company our appointed regulators have decided to question. This one they will lose. They owe the stockholders of USXP $590,000,000 -- they know it, and a jury trial will prove it," said Altomare.
"There has been nothing but integrity and hard-working American efforts with complete compliance on the part of this Company during our 14 years of development, with never a question from the SEC for 14 years.
"As Al Capone infiltrated the Chicago Police Department, I contend that the organized crime efforts of naked short sellers are not above influencing SEC lower-paid employees. Should Universal Express experience any financial damages from bureaucrats gone awry, our proactive lawsuit, which we filed on March 2, will seek additional damages.
"If the SEC wishes to intimidate, eliminate or frighten companies that are the core of America's future capitalist system, they picked the wrong company, wrong CEO and wrong issue to think we'll blink.
"Let's stay focused on the message of our President and the Democratic nominee, jobs, corporate governance and integrity. This lawsuit is designed to shed light on the integrity of the foxes that have been empowered to guard the hen house. Not the hens being bullied by the foxes!
"When someone or some company is sued by the Security Exchange Commission, there is always a concern, I understand that. I grew up in the same America that believes in the integrity of our institutions. After years of SEC governmental abuse, we called for the judicial branch of our government to protect our 38,000 shareholders, our employees, investors and all other small public businesses from the naked short-selling scandal that remains the issue -- not some press releases and fundings that are perfectly accurate," concluded Altomare.
The event that is believed to have precipitated the conflict between USXP and the SEC was a request by the Denver office for the company to "prove" that naked short selling was at the root of a decline in the price of the company's stock, as the company had stated in a press release.
The company interpreted this request as meaning the SEC was questioning the existence of "naked short selling;" however, some observers simply interpreted the request as asking for documentation that naked short selling was the precise cause of the drop in the stock price at a time when the company itself had disclosed that it was selling its stock to maintain corporate liquidity. The SEC was believed by the observers to be trying to assess whether the company was deflecting attention from its own possible stock sales by claiming naked short sellers were involved at that specific juncture.
Shortly afterwards, the company's executives visited various Congressional offices to complain about the SEC's request, mounting a campaign against naked short selling.
Meantime, the longtime national scandal known as "StockGate" continues unabated.
Recently, renowned columnist, Jack Anderson, who writes the "Washington Merry-Go-Round," alleged that much of the naked short selling in small cap stocks drains small U.S. companies of their market caps and their small investors of their nest-eggs specifically to funnel money into terrorist hands, a sort of double-whammy against the American capitalist system.
According to the Wall Street Journal, J.P. Morgan Chase, which declined to comment on any possible rule violations, said it has been working with regulators to tighten its standards. "We agree with regulators that financial institutions should continually raise standards on know-your-customer policies, and have worked with them to ensure that we tighten ours and strive to exceed the law," WSJ quoted a bank spokeswoman.
"The USA Patriot Act, adopted in October 2001, expanded the scope of U.S. money-laundering rules in order to make it harder for terrorists to move money without attracting attention. It includes beefed-up know-your-customer requirements for some financial institutions, according to some legal experts" said the U.S. financial newspaper.
Recently, leading market makers and brokers named in various lawsuits and other actions, including FleetBoston (NYSE: FBF), Goldman, Sachs & Co. (NYSE: GS), H. Myerson & Co., Inc. (NASDAQ:MHMY), Olde / H&R Block (NYSE: HRB), Charles Schwab (NYSE: SCH), Toronto-Dominion's (NYSE: TD), TD Waterhouse Group and vFinance, Inc. (OTCBB: VFIN). A.G. Edwards, Inc. (NYSE: AGE), Ameritrade Holding Corp. (NASDAQ:AMTD), Deutsche Bank AG (NYSE: DB), and ETrade Group, Inc. (NYSE: ET), were given a "reprieve" until April 1 to comply with new short-selling market regulations imposed by the NASD after the SEC had "sat on" the NASD request to plug material loopholes for almost 2-1/2 years.
For some in the industry, the fact that the new date coincides with "April Fool" was not lost.
The NASD noticed its members that it is "delaying the effective date of amendments to Rule 3370 (Prompt
Receipt and Delivery of Securities-the "Affirmative Determination" Rule) approved by the SEC in November 2003, until April 1, 2004.
"The amendments expand the scope of the affirmative determination requirements to include orders received from broker/dealers that are not members of NASD ("non-member broker/dealers"). The effective date of the amendments originally was March 25, 2004," said the notice.
The proposed and now delayed rule is on the web at http://www.nasdr.com/2610_2004.asp#04-03
The rule itself, while welcomed by small companies and their shareholders in the U.S., nevertheless raised an outcry because the NASD's request to put it into effect had set on a shelf at the SEC since 2001.
Recent wrist slaps have involved Falcon Research, Inc., fined $10,000, SG Cowen Securities Corporation, fined $230,000, and Sterne, Agee & Leach, Inc., fined $35,000.
Meanwhile, CBS Marketwatch, a venture between Marketwatch (NASDAQ: MKTW) and Viacom's (NYSE: V) CBS unit, has suggested that victims of securities fraud may be able to file for theft claims on tax returns instead of capital losses.
The scandal has embroiled hundreds of companies and dozens of brokers and marketmakers, in a web of internaitional intrigue, manipulative short-selling and cross-border accusations and denials.
Comments on Regulation SHO ended January 5, and may be viewed at http://www.sec.gov/rules/proposed/s72303.shtml .
Some 122 companies, including 13 brokers, such as FleetBoston (NYSE: FBF), Goldman, Sachs & Co. (NYSE: GS), H. Myerson & Co., Inc. (NASDAQ:MHMY), Olde / H&R Block (NYSE: HRB), Charles Schwab (NYSE: SCH), Toronto-Dominion's (NYSE: TD), TD Waterhouse Group and vFinance, Inc. (OTCBB: VFIN). A.G. Edwards, Inc. (NYSE: AGE), Ameritrade Holding Corp. (NASDAQ:AMTD), Deutsche Bank AG (NYSE: DB), and ETrade Group, Inc. (NYSE: ET), have been embroiled for over a year in a raging controversy
The remaining 109 companies among the 122 named to date have issued press releases or been named in the media as having been victimized, or as taking various actions, either alone or in concert with other companies, to oppose manipulative trading in the form of illegal naked short selling. The actions have ranged from lawsuits to withdrawals and threatened withdrawals from the electronic trading system managed by the Depository Trust & Clearing Corp., to withdrawals from toxic financings, to the issuance of dividends or name changes designed to squeeze manipulators, to joining associations or networks or to contacting regulatory authorities to provide documentation of abuses or otherwise complain.
The complete list of those 108 companies include Advanced Viral Research Corp. (OTCBB: ADVR), AdZone Research, Inc. (OTCBB: ADZR), Amazon Natural Treasures (OTC: ANTD), America's Senior Financial Services (OTCBB: AMSE), American Ammunition, Inc. (OTCBB: AAMI), AngelCiti Entertainment (OTCBB: AGLC), ATSI Communications, Inc. (OTC: ATSC), Federal Agricultural Mortgage / Farmer Mac (NYSE: AGM) Allied Capital (NYSE: ALD), American Motorcycle (OTC: AMCYV), American International Industries (OTCBB: AMIN), Ameri-Dream (OTC: AMDR), Adirondack Pure Springs Mt. Water Co. (OTCBB: APSW), ATSI Communications, Inc. (OTC: ATSC) Bluebook International (OTCBB: BBIC), Blue Industries (OTCBB: BLIIV), Bentley Communications (OTCBB: BTLY), BIFS Technologies Corporation (OTCBB: BIFT), Biocurex (OTCBB: BOCX). Broadleaf Capital Partners, Inc. (OTCBB: BDLF), Chattem, Inc. (NASDAQ:CHTT), Critical Home Care (OTCBB: CCLH), Composite Holdings (OTC: COHIA), CyberDigital, Inc. (OTCBB: CYBD). Diamond International Group (OTCBB: DMND), Dobson Communications Corp. (NASDAQ:DCEL), Eagle Tech Communications (OTC: EATC), Edgetech Services (OTCBB: EDGH);
Also, Endovasc Ltd. (OTCBB: EVSC), Enviro-Energy Corporation (OTCBB: ENGY), Environmental Products & Technologies (OTC: EPTC), Environmental Solutions Worldwide, Inc. (OTCBB: ESWW), EPIXTAR Corp. (OTCBB: EPXR), eResearchTechnologies, Inc. (NASDAQ:ERES), Flight Safety Technologies (OTCBB: FLST), Freddie Mac (NYSE: FRE), FreeStar Technologies (OTCBB: FSRCE), Front Porch Digital,
Inc. (OTCBB: FPDI), Geotec Thermal Generators, Inc. (OTCBB: GETC), Genesis Intermedia (OTC: GENI), GeneMax Corp. (OTCBB: GMXX), Global Explorations Inc (OTC: GXXL), Global Path (OTCBB: GBPI), GloTech Industries, Inc. (OTCBB: GTHI), Green Dolphin Systems (OTCBB: GLDS), Group Management (OTCBB: GPMT), Hop-On (OTC: HPON), H-Quotient, Inc., (OTCBB: HQNT), Hyperdynamics Corp. (OTCBB: HYPD), International Biochem (OTCBB: IBCL), Intergold Corp. (OTCBB: IGCO), International Broadcasting Corporation (OTCBB: IBCS), InternetStudios, Inc. (OTCBB: ISTO), ITIS Holdings (OTCBB: ITHH), Investco Corp. (OTCBB: IVCO), Lair Holdings (OTC: LAIR), Lifeline BioTechnologies Inc. (OTC: LBTT), Life Energy & Technology (OTCBB: LETH), MBIA (NYSE: MBI);
Also, MegaMania Interactive (OTC: MNIA), MetaSource Group, Inc. (OTCBB: MTSR), Midastrade.com (OTC: MIDS), Make Your Move (OTCBB: MKMV), Medinah Minerals (OTC: MDMN), MSM Jewelry Corp. (OTC: MSMC), Nanopierce Technologies, Inc. (OTCBB: NPCT), Nutra Pharmaceutical (OTCBB: NPHC), Nutek (OTCBB: NUTK), Navigator Ventures (OTC: NVGV), Orbit E-Commerce, Inc. (OTCBB: OECI), Pitts & Spitts (OTC: PSPP), Sales OnLine Direct (OTCBB: PAID), Pacel Corp. (OTCBB: PACC), PayStar Corporation (OTC: PYST), Petrogen Corp. (OTCBB: PTGC), Pinnacle Business Management (OTC: PCBM), Premier Development & Investment, Inc. (OTCBB: PDVN), PrimeHoldings.com, Inc. (OTC: PRIM), Phlo Corporation (OTCBB: PHLC), Resourcing Solutions (OTC: RESG), Reed Holdings (OTC: RDHC), Rocky Mountain Energy Corp. (OTCBB: RMECE), RTIN Holdings (OTCBB: RTNHE), Saflink Corp. (NASDAQ:SFLK), Safe Travel Care (OTCBB: SFTVV), Sedona Corp. (OTCBB: SDNA);
Also, Sionix Corp. (OTCBB: SINX), Sonoran Energy (OTCBB: SNRN), Starmax Technologies (OTC: SMXIF), Storage Suites America (OTC: SSUA), Suncomm Technologies (OTC: STEH), Sports Resorts International (NASDAQ:SPRI), Technology Logistics (OTC: TLOS), Swiss Medica, Inc. (OTCBB: SWME), Ten Stix, Inc. (OTCBB: TNTI), Tidelands Oil (OTCBB: TIDE), Titan Construction (OTC: TTCS), Trezac Corp. (OTCBB: TRZAV), Universal Express, Inc. (OTCBB: USXP), Valesc Holdings, Inc. (OTCBB: VLSHV), Vega Atlantic (OTCBB: VGAC), Viragen (AMEX: VRA), Viragen International (OTCBB: VGNI), Vista Continental Corporation, (OTCBB: VICC), Viva International (OTCBB: VIVI), Vtex Energy (OTCBB: VXENE) and Wizzard Software (OTCBB: WIZD), WorldTradeShow.com (OTC: WTSW) and Y3K Secure Enterprise Software, Inc. (OTCBB: YTHK).
Earlier in 2003, the SEC fined Rhino Advisors, Inc., $1 million for its representation of Amro International in the financing and manipulation of Sedona Corp. Amro, also known as AMRO, was registered in Panama, a secretive offshore haven, but was not named in the SEC settlement. Another 60 public companies may have been manipulated by the fined Rhino Advisors and its indicted principals, or its funding apparatus, Amro.
These include:
All American Food Group Inc (OTC: AAFGQ), Amanda Co Inc (OTC: AMNA), Antra Holdings (OTC: RECD), Aquis Communications Group Inc (OTCBB: AQUIS), Avanir Pharmaceuticals (AMEX: AVN), Bionutrics Inc (OTC: BNRX), Brilliant Digital Entertainment Inc (AMEX: BDE), Bravo! Foods International Corp. (OTCBB: BRVOE), Butler National Corp (NASDAQ: BUTL), Calypte Biomedical Corp (OTCBB: CYPT), Chemtrak Inc/DE (OTC: CMTR), Clicknsettle Com Inc (OTCBB: CLIK), Corporate Vision Inc (OTC: CVIA), Crown Laboratories Inc/DE (OTC: CLWB), Dental Medical Diagnostic Systems Inc (OTC: DMDS), Detour Media Group Inc (OTC: DTRM),
Also, Digital Privacy Inc/DE (OTC: DGPV), Senior Services Inc (OTC: DISS), International Inc (OTC: DYNX), Endovasc Ltd Inc (OTCBB: EVSC), Esynch Corp/CA (OTCBB: ESYN), Focus Enhancements Inc (NASDAQ: FSCE), Frederick Brewing Co (OTC: FRBW), Greystone Digital Technology Inc (OTC: GSTN), Havana Republic Inc/FL (OTCBB: HVNR), Henley Healthcare Inc (OTC: HENL), Hollywood Media Corp (NASDAQ: HOLL), Ibiz Technology Corp (OTCBB: IBZT), Diagnostic Systems Inc/FL (OTCBB: IMDS), Imaging Technologies (OTCBB: IMTO), Integrated Surgical Systems Inc (OTCBB: RDOC),
Also, Interferon Sciences Inc (OTC: IFSC), Interiors Inc (OTC: ITRNA), Laminaire Corp (OTC: THMZ), Medisys Technologies Inc (OTC: SCEP), Milestone Scientific Inc/NJ (AMEX: MS), Nevada Manhattan Group Inc (OTC: NVMH), Innovations Inc (OTCBB: NTGE), Systems Group (OTC: OSYM), Pacific Systems Control Technology Inc (OTCBB: PFSY), Professional Transportation Group Ltd Inc (OTC: TRUC), Rnethealth Inc (OTC: RNTT),
Also, Sand Technology Inc (NASDAQ: SNDT), Sedona Corp (OTCBB: SDNA), Silverado Foods Inc (OTC: SVFO), Stockgroup Information Systems (OTCBB: SWEB) Surgilight Inc (OTC: SRGL), Tasty Fries Inc (OTCBB: TFRY), Tech Laboratories Inc (OTCBB: TCHL), Teltran International Group Ltd (OTC: TLTG), Titan Motorcycle Co of America Inc (OTC: TMOTQ), Trans Energy Inc (OTCBB: TSRG), Motorcycle Co (OTC: UMCC), Universal Communication Systems Inc (OTCBB: UCSY), Medical Systems Inc (OTC: UMSI), Vianet Technologies Inc (OTC: VNTK),Viragen Inc (AMEX: VRA), Webcatalyst Inc (OTC: WBCL), Worldwide Wireless Networks Inc (OTCBB: WWWNQ), and ZAP (OTCBB: ZAPZ).
Universal Express recently terminated its coverage in Investrend Research's unique and pioneering professional analyst program, which facilitates independent analysts to provide financial coverage for shareholders and investors in companies that otherwise would have little or no analyst following. Prior to the termination, Investrend Research analyst Jeff Howlett had reiterated a "Speculative" rating on the company, a downgrade from the previous "Speculative Buy."
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23) On June 30, 2000, the end of Universal`s 2000 fiscal year, the company had approximately 19 million shares outstanding. By December 31, 2003, Universal`s outstanding shares exceeded 650 million due primarily to the execution of a capital-raising scheme, in violation of the registration provisions of the federal securities laws, initiated in April 2001 involving continuous issuances of new Universal shares to the re-sellers in exchange for cash payments. Universal sold shares to the re-sellers at a substantial discount to the prevailing trading price of Universal stock. Gunderson prepared false documentation to disguise the nature of the transactions. Neither the issuance of stock to the re-sellers, nor their subsequent public distribution of that stock was registered with the Commission.
24) To create the appearance that the issuance of stock to the re-sellers qualified for a simplified type of registration on Form S-8, Gunderson prepared consulting agreements between Universal and the re-sellers purporting to obligate them to perform services, as required in the registration statement, in exchange for " registered" Universal shares. Even if the consultants had performed services rather than paying for the shares, however, the Form S-8 registration statements filed by Universal purportedly to register the issuances covered just 50 million shares, one-tenth of the total number of shares issued to the re-sellers. Further, no registration statement covered the public distribution of that stock by the re-sellers.
25) Notwithstanding Gunderson`s knowledge that the number of shares issued to the re-sellers exceeded the number covered by Universal`s first Form S-8 registration statement, when one of Neuhaus` brokers questioned the registration of the Universal issuances to Neuhaus, Gunderson prepared a legal opinion falsely stating that the shares were " covered by the company`s S-8 registrations for its common shares."
26) Altomare and Gunderson each issued instructions to Universal`s transfer agent for the issuance of stock to the re-sellers and falsely told the transfer agent that the stock was validly registered under Universal`s S-8 registration statements.
27) Gunderson drafted purported stock purchase agreements with the re-sellers to disguise the nature of the illegal capital raising scheme.
28) Gunderson drafted fraudulent consulting agreements for the re-sellers to disguise the nature of the illegal capital raising scheme.
29) From April 2001 through November 2003, Altomare and Gunderson caused Universal to issue to Neuhaus or his affiliates a total of 270 million shares. Neuhaus or his affiliates paid a total of $5 million for the stock.
30) From August 2001 to December 2003, Altomare and Sandhu negotiated the issuance of more than 157 million Universal shares to Spiga, for which Sandhu or his affiliates paid at least $2.5 million.
31) Finally, from August 2002 to February 2004, Altomare and Mendiratta negotiated the issuance of 80 million Universal shares to Mendiratta`s nominees, for which Mendiratta or his affiliates paid at least $1.6 million.
32) Following the payments by the re-sellers for the stock, Altomare frequently wired a substantial portion of the funds received to himself and his wife. Altomare also paid his personal expenses directly from Universal`s accounts. Of the total re-seller payments to Universal from April 2001 through December 2003 of between $8.5 and $9 million, Altomare either diverted to his personal accounts or used to cover personal expenses a total of approximately $1 million.
33) During this time Universal has been in financial distress. From April 2001 through the present it has operated at a loss and has had limited revenue from business operations.
34) Universal`s filings with the Commission disclose that Altomare and his wife owe Universal almost $2 million as a result of " advances" made by the company to each of them. Many of these " advances" occurred before the initiation of Universal`s stock distribution scheme in April 2001. The filings do not disclose Altomare`s direct uses of Universal funds for personal purposes or that the " advances" to Altomare and his wife after April 2001 were made from the proceeds of the illegal sales to the re-sellers.
35) Each of Universal`s annual and periodic filings with the Commission following initiation of the stock distribution scheme, all of which Altomare signed, made false statements designed to conceal the illegal arrangements between Universal and the re-sellers. Each of the filings fraudulently stated that the shares issued to the re-sellers were " advisory fees . . . prepaid to consultants retained by the Company to provide advisory services." Each filing also falsely stated that the funds transferred to Universal by the re-sellers were payments for " stock rights," which the filings defined as " amounts received from investors for their future rights to purchase shares of stock."
36) Universal`s auditors failed to correct these misrepresentations because Altomare and Gunderson provided the auditors with misleading information regarding the stock issuances. Altomare and Gunderson misled Universal`s auditors to believe that the shares issued to the re-sellers were prepayments for future services by delivering to the auditors the re-sellers consulting agreements without disclosing that the re-sellers had actually paid for the shares. Altomare and Gunderson also misled the auditors to believe that the wires of funds to Universal from the re-sellers were payments for " stock rights" rather than the " S-8" shares by including the wires in lists of " stock rights" payments delivered to the auditors.
37) Notwithstanding these efforts to conceal the scheme, during the 2002 audit, Universal`s auditor questioned the more than $2.1 million in transfers to Universal from Neuhaus and Sandhu during the 2002 fiscal year. In response, Universal delivered to the auditor several 2001 restricted stock purchase letters between Universal and Coldwater Capital, LLC, a Neuhaus alter ego (" Coldwater" ), signed by Altomare and Neuhaus and between Universal and Spiga signed by Altomare and Spiga`s representative. The letters, which Gunderson prepared, purported to obligate Coldwater and Spiga, respectively, to purchase restricted stock at $0.32 per share and thereby permitted Universal and Altomare to assert that all the wires were payments for the restricted shares
.
38) Gunderson backdated some of the stock purchase letters provided to the auditors. The letter signed by Altomare and Spiga was dated August 10, 2001. The fax date stamps on the fully executed agreement, however, indicate that the agreement was actually signed on August 20, 2002, a few weeks after the audit began. In addition, all of the certificates representing the restricted shares supposedly purchased by Coldwater and Spiga during Universal`s 2002 fiscal year were issued on October 2, 2002, a few days after the auditors completed the audit.
V. FALSE OR MISLEADING PRESS RELEASES ANNOUNCING ACQUISITION FUNDING COMMITMENTS
39) From May 2002 to April 2003, Altomare issued four false or misleading press releases that announced Universal`s receipt of large funding commitments for acquisitions. Each release was followed by a substantial increase in Universal`s share price and trading volume, permitting the re-sellers to dispose of large amounts of Universal shares.
A. May 23, 2002 Announcement of $100 million in Funding Commitments
40) In early 2002, Neuhaus and Sandhu, at Altomare`s request, prepared " funding" letters.
41) Neuhaus` letter stated that Coldwater had " authorized $5,000,000 in additional seed capital" and that it would " also provide up to $40,000,000 in long-term financing, if necessary." Coldwater`s total assets at the time were far less than $45,000,000.
42) Sandhu`s letter, which he signed as " Advisor" to Target Growth Fund, Ltd., stated that Sandhu had " authorized up to $7,500,000 in additional capital from the Fund for future approved [Universal] acquisitions," and that he was " also prepared based upon due diligence and proper collateral to arrange an additional $50,000,000 in long term financing. . . ." In fact, the value of Target Growth Fund`s total assets was only $4 or $5 million.
43) In May 2002, Altomare asked Sandhu and Neuhaus to prepare new letters expressing commitments to fund Universal`s proposed acquisition of a transportation company. 44) Sandhu`s letter dated May 21, 2002 stated: " ased upon the initial proposed letter of intent, we would be committed to the funding of the combined company. Please let us know when the final terms have been negotiated so we can move our discussions to the next level."
45) Altomare or Gunderson faxed to Neuhaus the language they wanted Neuhaus to put in his letter, including the statement: " [M]y hedge fund and partners enthusiastically commit to the funding of Universal Express` strategic acquisition . . . ." Although Neuhaus did not manage a fund of any sort, he copied Altomare`s text onto Coldwater letterhead, added his signature, and on May 22, 2002 delivered the letter to Altomare.
46) On May 23, 2002, blending the contents of the four funding letters, Altomare crafted a materially false press release announcing that Universal had received " Over $100,000,000 in Funding Commitments" from " two International Hedge Funds." Quoting Altomare, the release further stated: " To complete our corporate objectives, Universal obviously needs to jump start revenues, profits and logistical capabilities. Fortunately, that belief is shared by these investors, who have already invested over $5,000,000 with Universal over the past five years. . . . These monies will be invested initially as debt and equity only at prices well above the current market value . . . . [D]eveloping companies like Universal Express with capital can now seize the opportunities that are readily available to it."
47) Altomare knew or recklessly disregarded that Coldwater and Sandhu`s fund could not invest $100 million in Universal and that Coldwater was not an " International Hedge Fund." Moreover, even on their face, Sandhu`s letters did not state a " commitment" to invest, but instead stated only that Sandhu was prepared " based upon due diligence and proper collateral" to arrange financing and that Sandhu " would be committed to the funding of the combined company" if the acquisition worked out. Altomare also knew that the payments by Neuhaus and Sandhu for the Universal shares, most of which they quickly resold, did not reflect a " shared belief" in the future of Universal and that these payments totaled less than $5 million. Finally, Altomare knew that Neuhaus and Sandhu were purchasing Universal shares at substantial discounts to Universal`s stock price and thus that there was no basis for his assertion in the release that Sandhu and Neuhaus would in the future pay a premium to Universal`s trading price for Universal securities.
48) Following the issuance of the release on the morning of May 23, 2002 Universal`s stock price jumped to as high as $0.038 and closed at $0.033, up 68% from the May 22 closing price of $0.020. Trading volume was 26 million, an 800% increase over the previous day.
49) After the release was issued, Neuhaus, who prior to May 23, 2002 had been selling approximately 500,000 Universal shares per day, received an electronic copy of the release. He then sold more than three million shares before the close of trading. 50) Sandhu sold about 1 million shares on May 23, 2002 and an additional million shares on May 24, 2002.
B. July 10, 2002 Announcement of $460 million Letter of Intent
51) In June 2002, Altomare told a loan broker that certain assets relating to a bankruptcy proceeding were worth $900 million and that Universal could purchase the assets for $460 million. The broker indicated that he could find a lender that would provide funding on this basis and sent Altomare a short letter of intent on June 27, 2002. In fact, Altomare did not have an agreement for the purchase of the assets and Altomare never delivered to the broker promised bankruptcy court documents supporting the value of the assets.
52) By July 9, 2002, Universal`s stock price had drifted down to $0.02. On July 10, Altomare issued a materially false press release announcing that " in addition to its previously announced $100,000,000 in venture funding commitments, . . . [Universal] has received a letter of intent from a funding institution for $460,000,000."
53) Altomare knew that he had obtained this letter by falsely representing that Universal could buy assets worth $900 million for $460 million. In addition, Altomare knew that the letter of intent had been delivered not by a funding institution, but by a loan broker that had no available funds of its own to invest.
54) Following the issuance of the release on July 10, 2002, Universal`s stock price jumped to as high as $0.035 before falling back to $0.024 at the close. Trading volume increased more than 700% over the prior trading day.
55) Neuhaus disposed of relatively few Universal shares on July 9, 2002 but thereafter resumed selling substantial amounts of shares on a daily basis.
56) Sandhu, who had been selling between 50,000 and 450,000 shares per day, sold nearly 1.5 million shares on July 10, 2002.
C. November 21, 2002 Announcement of $25 Million in Additional Funding
57) On November 19, 2002, Transamerica Business Capital Corporation (" Transamerica" ) issued to Universal a tentative " funding proposal letter" for a $20 million credit facility in connection with a proposed acquisition. The third paragraph of Transamerica`s letter stated: " It should be emphasized that the following is only a letter of proposal and it is not intended nor should it be construed as a commitment on the part of Transamerica Business Capital Corporation." The following day, Universal received a tentative letter of intent from New Millennium Financial Corp. regarding a $5 million credit facility.
58) On November 21, 2002, Altomare issued a materially false press release that began: " In further preparation of its planned acquisition programs, Universal announced additional funding of $25,000,000 from Transamerica and New Millennium Financial." Quoting Altomare, the release continued, " This funding, in addition to previously announced funding of $100,000,000 and $460,000,000 . . . is designed to advance our delivery network capabilities and obviously add revenues and personnel infrastructure. . . . [H]aving the continued financial and corporate confidence of so many respected institutions continues to empower all of us at Universal. . . . This $25,000,000 brings our total financial commitments to $585,000,000."
59) Altomare knew that the letters from Transamerica and New Millennium Financial Corp. did not represent financial commitments. After becoming aware of the press release, Transamerica stated in a December 15, 2002 letter to Altomare that the announcement " incorrectly states the facts" and Transamerica " expects that the misstated facts in your press release will be promptly corrected." Universal and Altomare failed to correct the release.
60) Altomare also knew that his acquisition discussions on which the previous $100 million and $460 million funding announcements were based had long since fruitlessly terminated.
61) Following the issuance of the November 21, 2002 press release, Universal`s stock price closed at $0.026 up 57% from its previous close. Trading volume increased 280% over the previous trading day.
62) Neuhaus sold at least one million Universal shares on the day the release was issued and continued selling substantial amounts thereafter.
63) Mendiratta sold nearly one million Universal shares on November 21, 2002.
64) Sandhu sold 2.9 million shares of Universal stock on November 22, 2002.
D. April 9, 2003 Announcement of $300 Million in Funding
65) In December 2002, Altomare convinced Coach USA, an American subsidiary of Stagecoach PLC, a public company based in Scotland, to sign a letter of intent for the sale of its assets to Universal. The proposed terms required Universal to pay half the purchase price ($300 million) in cash at the closing, which was to occur no later than March 31, 2003.
66) In early March, Millennium Capital, LLC (" Millennium" ), an investment banking firm, proposed to Universal a three-party financing program for the acquisition. The third required participant in the program, in addition to Universal and Millennium, was a commercial bank that would bear the entire credit risk associated with Universal`s ability to repay the $300 million. Although Altomare was unable to find a bank willing to participate, on March 27, 2003 he convinced Millennium to prepare and deliver a document that outlined the terms of a $300 million loan but failed to mention the need for a participating bank.
67) On April 9, 2003 Altomare issued a materially false Universal press release with the headline " Universal Express Inc. (" Universal-L" ) - Receives $300,000,000 For Transportation Funding." The release then asserted that the company " to-day received $300,000,000 in committed and approved funds and plans to acquire a soon to be announced nationally established transportation company. A Letter of Intent with that Company to be acquired has been signed . . . ." Quoting Altomare, the release further stated: " The formal closing should be concluded in 75 days or less, and a specific announcement will be made by both parties at the appropriate time . . . ." The purpose of this preliminary announcement, according to the release, was " simply [to] inform[] the public of [Universal`s] financial capability to now effectuate a transaction of this size . . . ." Continuing this theme, the release also observed: " During the developmental stages of any company, that company may receive financial commitments based on the funder`s due diligence requirements . . . . To-day`s commitment is far more definite and it is for that reason a press release has been issued."
68) In reality, Universal had received no money for transportation funding, Universal`s letter of intent with Coach USA had expired, and no prospective Universal lender had even performed due diligence on Coach USA much less made a definite commitment to fund the acquisition.
69) Following the issuance of the release on April 9, 2003, Universal stock traded as high as $0.028 before closing at $0.0255, up 271% from the previous day`s close of $0.00688. Volume was slightly under 110 million shares, 47 times the volume of the previous day.
70) Neuhaus sold just 800,000 shares on April 9, 2003, and shortly thereafter resumed selling larger amounts.
71) Sandhu sold nearly 15 million shares on April 9, 2003 and more than 6 million shares the following day.
72) Mendiratta sold more than 2.5 million shares on April 9, 2003.
73) In early June 2003, Coach USA`s parent announced that it had signed an agreement to sell a significant portion of the Coach USA assets to another buyer. Even after this announcement, however, Universal and Altomare continued to represent to investors in various promotional materials that Universal had financial commitments of $300 million until at least September 2003.
VI. OTHER FALSE OR MISLEADING STATEMENTS
A. Naked Short Selling Statements
74) In September 2003, Altomare began publicly suggesting that so-called " naked short selling" of Universal shares had artificially depressed Universal`s stock price. In early October, Altomare stated in an interview that without the downward pressure of " naked shorting" Universal`s share price would be much higher. In fact, as of September 30, 2003, the total " fails to deliver" of Universal`s shares outstanding was de minimis.
75) In addition, none of Altomare`s public statements regarding naked short selling disclosed Universal`s issuance of hundreds of millions Universal shares to the re-sellers who had dumped these shares into the market.
76) In a subsequent interview with Dow Jones Newswire, Altomare falsely stated that Universal provided the Commission enforcement staff with 11,000 to 12,000 pages of documents in response to a staff subpoena requesting documents relating to short selling of Universal shares. In fact, Universal`s total production in response to the SEC subpoena was only 295 pages, none of which provided evidence that investors or brokers were intentionally failing to deliver Universal shares in connection with " naked short selling."
B. Announcement of Airline Acquisition
77) In fall 2003, Altomare and the owner of North American Airlines (" North American" ), signed an option for the sale of the airline to Universal. To fund the 50% non-refundable $1 million deposit required by the owner, Altomare and Neuhaus agreed that Neuhaus would wire the $1 million on Universal`s behalf in exchange for 20 million " free trading" Universal shares and 20 million restricted Universal shares. With Universal`s stock trading at $0.05 at that time, Altomare and Neuhaus knew that Neuhaus could recover the entire $1 million cost of the deposit by selling the 20 million " free trading" shares even if Universal`s announcement of the deal failed to cause a jump in Universal`s stock price.
78) On October 7, after North American`s owner resisted Altomare`s requests to make an exception to the contract`s confidentiality provisions so that Universal could issue a press release announcing the contract, Neuhaus sent the owner an e-mail falsely stating that SEC rules required Universal to make a public announcement.
79) After receiving Neuhaus` e-mail, North American`s owner relented and on Sunday, October 12, 2003 Altomare issued a press release, reviewed by Neuhaus, announcing the contract. In an apparent attempt to convince investors that Universal and Altomare had a serious stake in completing the acquisition, the release, quoting Altomare, stated: " We have paid a $1,000,000 deposit, 50% of which is non-refundable."
80) The release failed to disclose that the deposit had been financed through an illegal issuance of Universal shares to Neuhaus and that Neuhaus planned to sell the shares into the market after the announcement.
81) On Monday morning, October 13, 2003 the stock opened at $0.108, an increase of 50% over the previous Friday`s close, and traded as high as $0.131 on volume of 132 million shares.
82) Neuhaus sold more than 1 million shares on October 13, 2003 and continued selling an average of 1 million shares per day over the next several weeks. The sales covered the entire cost of the $1 million deposit by October 22 and generated another $1 million in proceeds by November 6, 2003.
83) Mendiratta sold more than 500,000 Universal shares on October 13, 2003 and continued selling substantial amounts thereafter.
C. Statements Regarding Private Postal Network Membership
84) Each of Universal`s eight most recent filings with the Commission falsely stated that its private postal network, called WorldPost, had 8,000, and in later filings 9,000, members. In fact, stores listed on the network`s web site as members of the network are not actually members.
D. False Sarbanes-Oxley Certifications by Altomare
85) In each of Universal`s periodic filings with the Commission since its June 30, 2002 Form 10-KSB, Altomare falsely certified that to the best of his knowledge there were no untrue statement of material fact or omission of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
FIRST CLAIM FOR RELIEF
(Violations by All Defendants of Sections 5(a) and (c) of the Securities Act) 15 U.S.C. § 77e(a) and (c)
86) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
87) All of the defendants, directly or indirectly (a) made use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell securities as to which no registration statement was in effect through the use or medium of any prospectus or otherwise; (b) carried or caused to be carried through the mails or in interstate commerce, by any means or instruments of transportation, securities as to which no registration statement was in effect for the purpose of sale or for delivery after sale; or (c) made use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise securities as to which no registration statement was in effect , or while the registration statement was the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding of examination under Section 8 of the Securities Act [15 U.S.C. § 77h].
88) By reason of the foregoing, all of the defendants violated, and unless restrained and enjoined will violate Sections 5(a) and (c) of the Securities Act.
SECOND CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu of Section 17(a)(1) of the Securities Act) 15 U.S.C. § 77q(a)(1)
89) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
90) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu, directly and indirectly, with scienter, in the offer or sale of Universal securities, by use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, have employed a device, scheme, or artifice to defraud.
91) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Section 17(a)(1) of the Securities Act.
THIRD CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus and Sandhu of Section 17(a)(2) and (3) of the Securities Act) 15 U.S.C. § 77q(a)(2) and (3)
92) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
93) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu directly and indirectly, in the offer or sale of Universal securities, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, have obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in transactions, practices, or courses of business which have been or are operating as a fraud or deceit upon the purchasers of Universal securities.
94) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Sections 17(a)(2) and (3) of the Securities Act.
FOURTH CLAIM FOR RELIEF
(Violations by Universal, Altomare, Gunderson, Neuhaus and Sandhu of Section 10(b) of the Exchange Act and Rule 10b-5) 15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5
95) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
96) Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu directly and indirectly, with scienter, in connection with the purchase or sale of Universal securities, by use of any means or instrumentalities of interstate commerce or by use of the mails, have employed a device, scheme, or artifice to defraud; have made an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or have engaged in an act, practice, or course of business which has been and is operating as a fraud or deceit upon the purchasers or sellers of such securities.
97) By reason of the foregoing, Universal, Altomare, Gunderson, Neuhaus, Spiga, and Sandhu violated and unless restrained and enjoined will violate Section 10(b) of the Exchange Act and Rule 10b-5.
FIFTH CLAIM FOR RELIEF
(Violations by Universal and Aiding and Abetting by Altomare and Gunderson of Universal`s Violations of Sections 13(a) of the Exchange Act, and Rules 12b-20, 13a-1, and 13a-13) 15 U.S.C. § 78m(a) and 17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13
98) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
99) Universal, as issuer of a security registered pursuant to Section 12 of the Exchange Act, failed to file with the Commission, in accordance with rules and regulations the Commission has prescribed, information and documents required by the Commission to keep reasonably current the information and documents required in or with an application or registration statement filed pursuant to Section 12 of the Exchange Act and annual reports and quarterly reports as the Commission has prescribed, and failed to add such further material information necessary to make the required statements, in the light of the circumstances under which they were made not misleading.
100) By reason of the foregoing, Universal violated, and Altomare and Gunderson aided and abetted those violations, and unless restrained and enjoined will violate or aid and abet violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13.
SIXTH CLAIM FOR RELIEF
(Violations by Universal and Aiding and Abetting by Altomare and Gunderson of Universal`s Violations of Section 13(b)(2) of the Exchange Act) 15 U.S.C. § 78m(b)(2)
101) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
102) Universal while being registered pursuant to Section 12 of the Exchange Act or being an issuer required to file reports pursuant to Section 15(d) of the Exchange Act failed to: (a) make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflected the transactions and dispositions of the assets of the issuer; (b) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions were executed in accordance with management`s general or specific authorization; (ii) transactions were recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets; (iii) access to assets was permitted only in accordance with management`s general or specific authorization; and (iv) the recorded accountability for assets was compared with the existing assets at reasonable intervals and appropriate action was taken with respect to any differences.
103) By reason of the foregoing, Universal violated, and Gunderson aided and abetted such violations, and unless restrained and enjoined will violate and aid and abet violations of Section 13(b)(2) of the Exchange Act.
SEVENTH CLAIM FOR RELIEF
(Violations by Altomare and Gunderson of Section 13(b)(5) of the Exchange Act) 15 U.S.C. 78m(b)(5)
104) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
105) Altomare and Gunderson with respect to Universal knowingly circumvented or knowingly failed to implement a system of internal accounting controls and knowingly falsified books, records, or accounts described in Section 13(b)(2) of the Exchange Act. 106) By reason of the foregoing, Altomare and Gunderson violated and unless restrained and enjoined will violate Section 13(b)(5) of the Exchange Act.
EIGHTH CLAIM FOR RELIEF
(Violations by Altomare and Gunderson of Rule 13b2-1 Under the Exchange Act) 17 C.F.R. Section 240.13b2-1
107) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
108) Altomare and Gunderson, with respect to Universal directly or indirectly, falsified or caused to be falsified, books, records or accounts subject to Section 13(b)(2)(A) of the Exchange Act.
109) By reason of the foregoing, Altomare and Gunderson violated and unless restrained and enjoined will violate Rule 13b2-1 under the Exchange Act.
NINTH CLAIM FOR RELIEF
(Violations by Altomare of Rule 13b2-2 Under the Exchange Act) 17 C.F.R. Section 240.13b2-2
110) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
111) Altomare, an officer and director of Universal, directly or indirectly, a) made or caused to be made a materially false or misleading statement, or b) omitted to state, or caused another person to omit to state, a material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to an accountant in connection with 1) an audit or examination of the financial statements of the issuer required to be made or 2) the preparation or filing of any document or report required to be filed with the Commission.
112) By reason of the foregoing, Altomare violated and unless restrained and enjoined will violate Rule 13b2-2 under the Exchange Act.
TENTH CLAIM FOR RELIEF
(Violations by Altomare of Rule 13a-14 Under the Exchange Act) 17 C.F.R. Section 240.13a-14
113) Paragraphs 1 through 85 are hereby re-alleged and incorporated by reference.
114) Altomare as the certifying official, in periodic filings on Forms 10-KSB and 10-QSB filed with the Commission, falsely certified that to the best of his knowledge there were no untrue statements of material fact or omission of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
115) By reason of the foregoing, Altomare violated and unless restrained and enjoined will violate Rule 13a-14 under the Exchange Act.
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