Securities Law Prof Blog

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

Monday, October 27, 2008

Canadian Mining Company and Stock Promoter Settle SEC Charges

On October 23, 2008, the SEC filed a civil complaint against M45 Mining Resources, Inc. (M45), a Quebec, Canada-based mining company, and Eden Miller, a California and Nevada-based stock promoter. According to the complaint, M45 violated the registration provisions of the federal securities laws, and Miller violated the registration and anti-touting provisions of the federal securities laws. M45 and Miller have agreed to settle the charges against them, without admitting or denying the Commission's allegations.

In its complaint, the Commission alleges the following: M45 files periodic reports with the Commission, and in 2007, its common stock traded on the Over the Counter Bulletin Board. In April 2007, M45 entered into a consulting agreement with I-Vest Global Corporation LLC (I-Vest), a now inactive Nevada limited liability company. Miller operated I-Vest and signed the consulting agreement on its behalf. Under the consulting agreement, I-Vest agreed to promote M45's stock and, in return, M45 agreed to issue one million "free trading shares" to I-Vest. On or about April 5, 2007, M45 filed a Form S-8 registration statement with the Commission which, among other things, attempted to register the offer and sale of one million shares to I-Vest. Shortly after receiving the one million shares, Miller and I-Vest began promoting M45. In May 2007, Miller "profiled" M45 on I-Vest's website and touted M45 by sending out thousands of blast, unsolicited text messages to cell phone users. The touts by Miller and I-Vest failed to disclose the stock compensation paid by M45. Between May 2007 and October 2007, Miller liquidated the one million shares of M45 stock. Miller retained half the proceeds and transferred the other half to an associate that referred him the M45 business.

M45 and Miller consented to judgments that permanently enjoin them from future violations of these provisions of the federal securities laws, and Miller has also agreed to pay disgorgement of $129,630 plus prejudgment interest of $7,162.

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