or sale of securities, as described in this Complaint, knowingly, willfully or recklessly employed
devices, schemes or artifices to defraud.
By reason of the foregoing, the Defendants have directly and indirectly, violated
and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act, 15 U.S.C. §
Fraud In Violation Of Sections 17(a)(2) And 17(a)(3) Of The Securities Act
(Against all Defendants)
The Commission repeats and realleges paragraphs 1 through 39 of its Complaint.
The Defendants, directly and indirectly, by use of the means or instruments of
transportation or communication in interstate commerce and by the use of the mails, in the offer
or sale of securities, as described in this Complaint, have: (a) obtained money or property by
means of untrue statements of material facts and omissions to state material facts necessary to
make the statements made, in the light of the circumstances under which they were made, not
misleading; and/or (b) engaged in transactions, practices and courses of business which are now
operating and will operate as a fraud or deceit upon purchasers and prospective purchasers of
By reason of the foregoing, the Defendants, directly and indirectly, have violated
and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act,
15 U.S.C. §§ 77q(a)(2) and 77q(a)(3).