Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Monday, November 26, 2007

SEC Alleges Large Scale Sale of Unregistered Securiites in Maximum Dynamics

The SECannounced that it filed charges against Eric R. Majors of South Africa and Joshua N. Wolcott of Denver, Colorado, stemming from the fraudulent offering and sale of more than eight million shares of unregistered stock in Maximum Dynamics, Inc. ("Maximum)", an alleged international projects management company that formerly operated out of Colorado Springs, Colorado, and Cape Town, South Africa.  The SEC alleges that from December 2002 through February 2005, chief executive officer Majors and former chief financial officer Wolcott engaged in the fraudulent, unregistered public distribution of the common stock of Maximum to illegally raise capital for the company and to compensate themselves. According to the complaint, Majors and Wolcott issued millions of Maximum shares in the names of alleged consultants in Mexico using false consulting contracts and false Form S-8 registration statements. The complaint alleges that, in reality, the individuals in Mexico sold their identities to Majors and did not know about the consulting contracts or the Maximum shares issued in their names. The complaint further alleges that Majors and Wolcott deposited the shares in brokerage accounts that they controlled and used the proceeds from the sale of the shares to secretly pay themselves, Maximum, and others. The complaint also alleges that Majors and Wolcott fraudulently certified Maximum's periodic reports with the Commission under the Sarbanes-Oxley Act of 2002.

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