HELANE L. MORRISON (#127752)
ROBERT L. MITCHELL (#161354)
MARC J. FAGEL (#154425)
ANDREW B. HOLMES (#185401)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 1100
San Francisco, California 94104
Telephone: (415) 705-2500
Facsimile: (415) 705-2501
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff, : Case No.
:
vs. : COMPLAINT
:
GARY STEPHEN JOINER, GRANT W. PECK, DEAN : SEC'S APP FOR
FREDRICK SESSIONS, and MARK ALLEN DISALVO, : TRO
Defendants.
Plaintiff Securities and Exchange Commission (the "Commission") alleges:
SUMMARY OF THE ACTION
1. This case involves a scheme to evade the registration requirements of the federal
securities laws. The scheme allowed corporate insiders to sell millions of dollars of stock
to investors without disclosing the sales to the investing public.
2. Defendants Gary Stephen Joiner ("Joiner"), Grant W. Peck ("Peck"), Dean Fredrick
Sessions ("Sessions"), and Mark Allen DiSalvo ("DiSalvo") were in the business of
creating "shell companies" - companies with no operations and no existence aside from
publicly-traded stock that the defendants controlled. The defendants created the shell
companies for the purpose of merging them with privately-held companies in a process
known as a "reverse merger." Through the reverse mergers, the privately-held companies
became publicly-traded without registering with the Commission.
3. By structuring these reverse mergers to circumvent the federal registration provisions,
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
NORTHERN DISTRICT OF CALIFORNIA
Plaintiff Securities and Exchange Commission alleges:
The scheme allowed corporate insiders to sell millions of dollars of stock to investors
Defendants Gary Stephen Joiner, Grant W. Peck, Dean Fredrick Sessions, and Mark Allen DiSalvo
The defendants created the shell companies for the purpose of merging them with
the privately-held companies became publicly-traded without registering with the Commission.
By structuring these reverse mergers to circumvent the federal registration provisions,
Following each reverse merger, the defendants personally sold hundreds of thousands of shares
They also sold several million shares to persons affiliated with the private companies, who
Plaintiff Commission brings this action pursuant to Sections 20and 20of the Securities Act of
Defendants, directly or indirectly, have made use of the means and instrumentalities of
Gary Stephen Joiner, 51, of Boulder, Colorado, is a licensed attorney in the state of
Grant W. Peck, 47, is a resident of Boulder, Colorado.
Dean Fredrick Sessions, 51, is a resident of Broomfield, Colorado.
Mark Allen DiSalvo, 51, of Shell Beach, California, was a registered representative of a
The federal securities laws require public stock offerings, including initial public
the defendants enabled themselves and company affiliates to sell millions of dollars of
Under the terms of the merger, MAWI assumed control over the merged entity.
At approximately the same time, defendants entered into separate stock purchase agreements
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