USGA
https://www.sec.gov/rules/proposed/s72303/tdc...020104.txt
D. Sales of Company stock by Officers, Directors and Executives of the company
our-street.com
23a. On July 18, 2003, US Global and John Robinson as controlling shareholder of the company granted 860,343 shares of common stock under the 2002 Stock Plan to employees in lieu of salaries and expenses with an award valuation of $344,147, equaling 100% of the fair market value per share on the date of grant of the award. This equals a value of $.40 per share which was the closing price on July 18, 2003.
23b. On July 25, 2003, John Robinson as controlling shareholder of the company granted himself 1,000,000 shares of common stock under the 2002 Stock Plan with an award valuation of $250,000, which was also claimed to be the fair market value per share on the date of grant of the award. This equals a value of $.25 per share. The closing price on July 25, 2003, however was $.335 a price. Accordingly, Mr. Robinson appears to have awarded himself his shares at a discount of 24.4% below the closing price on the stock.
23c. Based upon S8 filings Robinson sold approximately 80,468 shares between July 25, 2003 and October 8, 2003, prior to the stock experiencing a significant move upward in price. Between October 9, 2003 and December 22, 2003, he sold another 411,238 shares. During this time the stock experienced a significant increase in volume and share price moving significantly beginning November 14, 2003 from a closing price of $.23 on October 8, 2003 to a high of $1.39 and closing on December 22 at $1.14. On December 22, 2003, Robinson re-registered the remaining 508,283 of his 1,000,000 shares on another Form S8.
23d. On January 15, 2004, Stephen B. Squires, aka S. Brad Squires filed a form 144 with the SEC to sell 204,000 shares of his US Global stock. On January 15, 2003 the stock price opened at $1.69 and moved up to $1.71 before selling drove the stock down to a close at $1.57. The following day, an the volume doubled from the previous due to the heavy selling and the stock fell to a low of $1.42. Based upon the closing price of the stock on January 14, 2003, Mr. Squires the stock Mr. Squires registered was valued at $344,760.
23e. Our-Street.com estimates that the gross proceeds realized by Robinson and Squires from the sale of their stock, assuming Robinson has sold the remaining 508,283 shares of his stock, would equal well in excess of $1,000,000.
FIRST CLAIM
We believe US Global, Robinson and Squires Violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5 (Materially False and Misleading Statements and Failure to Disclose Material Facts in Connection with the Purchase or Sale of Securities)
24. Paragraphs 1 through and 22 above are re-alleged and incorporated herein by reference.
25. During 2002 and 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
26. In 2002 and 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
27. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
28. By reason of the foregoing, we believe US Global, Robinson and Squires have, directly or indirectly, singly or in concert, violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
We believe US Global, Robinson and Squires Violated Section 17(a) of the Securities Act
(Making Materially False and Misleading Statements and Failing to Disclose Material Facts in the Offer or Sale of Securities)
28. Paragraphs 1 through 22 above are re-alleged and incorporated herein by reference.
29. During 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
30. In 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. We believe Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
31. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
32. By reason of the foregoing, we believe US Global, Robinson and Squires violated Section 17(a) of the Securities Act [15 U.S.C. §78q(a)].
THIRD CLAIM
We believe US Global Violated Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20 (Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
33. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
34. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
35. Section 13(a) of the Exchange Act [15 U.S.C. §78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20, [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20] require that quarterly, annual and other reports and statements filed by issuers with the Commission not contain untrue statements of material facts or omissions of material facts.
36. By reason of the foregoing, we believe US Global violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
FOURTH CLAIM
We believe Robinson Aided and Abetted US Global’s Violations of Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20
(Aiding and Abetting Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
37. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
38. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
39. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], we believe Robinson is liable as an aider and abettor of US Global’s violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
https://www.sec.gov/rules/proposed/s72303/tdc...020104.txt
D. Sales of Company stock by Officers, Directors and Executives of the company
our-street.com
23a. On July 18, 2003, US Global and John Robinson as controlling shareholder of the company granted 860,343 shares of common stock under the 2002 Stock Plan to employees in lieu of salaries and expenses with an award valuation of $344,147, equaling 100% of the fair market value per share on the date of grant of the award. This equals a value of $.40 per share which was the closing price on July 18, 2003.
23b. On July 25, 2003, John Robinson as controlling shareholder of the company granted himself 1,000,000 shares of common stock under the 2002 Stock Plan with an award valuation of $250,000, which was also claimed to be the fair market value per share on the date of grant of the award. This equals a value of $.25 per share. The closing price on July 25, 2003, however was $.335 a price. Accordingly, Mr. Robinson appears to have awarded himself his shares at a discount of 24.4% below the closing price on the stock.
23c. Based upon S8 filings Robinson sold approximately 80,468 shares between July 25, 2003 and October 8, 2003, prior to the stock experiencing a significant move upward in price. Between October 9, 2003 and December 22, 2003, he sold another 411,238 shares. During this time the stock experienced a significant increase in volume and share price moving significantly beginning November 14, 2003 from a closing price of $.23 on October 8, 2003 to a high of $1.39 and closing on December 22 at $1.14. On December 22, 2003, Robinson re-registered the remaining 508,283 of his 1,000,000 shares on another Form S8.
23d. On January 15, 2004, Stephen B. Squires, aka S. Brad Squires filed a form 144 with the SEC to sell 204,000 shares of his US Global stock. On January 15, 2003 the stock price opened at $1.69 and moved up to $1.71 before selling drove the stock down to a close at $1.57. The following day, an the volume doubled from the previous due to the heavy selling and the stock fell to a low of $1.42. Based upon the closing price of the stock on January 14, 2003, Mr. Squires the stock Mr. Squires registered was valued at $344,760.
23e. Our-Street.com estimates that the gross proceeds realized by Robinson and Squires from the sale of their stock, assuming Robinson has sold the remaining 508,283 shares of his stock, would equal well in excess of $1,000,000.
FIRST CLAIM
We believe US Global, Robinson and Squires Violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5 (Materially False and Misleading Statements and Failure to Disclose Material Facts in Connection with the Purchase or Sale of Securities)
24. Paragraphs 1 through and 22 above are re-alleged and incorporated herein by reference.
25. During 2002 and 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
26. In 2002 and 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
27. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
28. By reason of the foregoing, we believe US Global, Robinson and Squires have, directly or indirectly, singly or in concert, violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
We believe US Global, Robinson and Squires Violated Section 17(a) of the Securities Act
(Making Materially False and Misleading Statements and Failing to Disclose Material Facts in the Offer or Sale of Securities)
28. Paragraphs 1 through 22 above are re-alleged and incorporated herein by reference.
29. During 2003, we believe US Global made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. US Global knew, or was reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
30. In 2003, we believe Robinson and Squires made materially false and misleading statements, and/or omitted to state material facts in press releases and on the Internet and in SEC filings relating to, among other things their sales. We believe Robinson and Squires knew, or were reckless in not knowing, that the statements were materially false or misleading, and that the omissions were material.
31. We believe US Global, Robinson and Squires, directly or indirectly, singly or in concert with others, in connection with the purchase or sale of securities, and by use of the means or instrumentalities of interstate commerce or by use of the mails, or by use of any facility of any national securities exchange: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and/or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon any person.
32. By reason of the foregoing, we believe US Global, Robinson and Squires violated Section 17(a) of the Securities Act [15 U.S.C. §78q(a)].
THIRD CLAIM
We believe US Global Violated Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20 (Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
33. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
34. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
35. Section 13(a) of the Exchange Act [15 U.S.C. §78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20, [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20] require that quarterly, annual and other reports and statements filed by issuers with the Commission not contain untrue statements of material facts or omissions of material facts.
36. By reason of the foregoing, we believe US Global violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
FOURTH CLAIM
We believe Robinson Aided and Abetted US Global’s Violations of Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1, 13a-13, and 12b-20
(Aiding and Abetting Materially False and Misleading Statements, and Omissions of Material Fact, in Filings with the Commission)
37. Paragraphs 1 through 12 and 21 through 22 above are re-alleged and incorporated herein by reference.
38. On July 11, 2003, US Global filed with the Commission its Form 10K with the SEC. In this filing, we believe US Global made false and/or misleading statements of material fact, or omissions of material fact, regarding their true sales. We believe Robinson knew, should have known, or was reckless in not knowing that the statements were materially false and/or misleading, and/or that the omissions were material.
39. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], we believe Robinson is liable as an aider and abettor of US Global’s violations of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Exchange Act Rules 13a-1, 13a-13, and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13, and 240.12b-20].
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