Lines brothers file motion for SEC fraud case to be dismissed
Brian and Scott Lines have filed a motion seeking to dismiss civil charges they are facing from the US Securities and Exchange Commission (SEC)<\p>which alleged they manipulated the stock price of Sedona Software Solutions Inc. and dates back to an investigation launched in January 2003.
The brothers, who both ran LOM<\p>(Holdings)<\p>Ltd. at the time, claim that Sedona's price rose from three cents to $10 on the strength of a mining deal that the company had planned.
But they said the deal failed due to the SEC suspending the stock after seven days of trading.
The SEC originally filed a complaint against the Lines brothers and fellow defendants, including West Vancouver promoter Anthony Wile and his uncle Wayne Wew (formerly known as Wayne Wile), in the Southern District of New York in December 2007, accusing them of boosting Sedona's value with false news releases and manipulative trading.
According to the complaint, Mr. Wew and the Lines brothers entered into offering and selling orders for Sedona at prices between $8.25 and $9 per share, when it had last traded seven months earlier at three cents, prior to the Lines brothers selling $1.5 million worth of Sedona shares the week before the SEC halted trading.
The Lines brothers filed a motion for summary judgement against the SEC this week, asking the judge to dismiss the majority of the SEC's case on the grounds that the evidence did not support the allegations.
The motion described the mining deal that Sedona had lined up as a substantial one that would have supported a significant stock price for the company.
According to the motion, Sedona had a letter of intent to acquire a group of properties in Central America formerly held by Greenstone Resources Ltd., a public company that operated the mines during the 1990s. But Greenstone began facing problems when gold fell to $250 per ounce in 1999 and it eventually went bankrupt.
The mines then reverted to local owners and in 2002 a private company called Renaissance Mining Corp. negotiated agreements to buy a 90 percent interest in the mines, requiring $5.5 million in financing to complete the deal, which it proposed to raise by going public.
The motion said that Renaissance, through Mr. Wile, approached LOM for help to raise the money and in taking the company public, with LOM agreeing to assist and Brian Lines arranging for a group of his friends to acquire Sedona, then a former software development company, for $380,000, striking a deal where Sedona would go public through a reverse takeover of Sedona.
Sedona announced the transaction, with details of the mining operation, nine hours before the opening of trading on January 21, 2003, when the stock had last traded for three cents.
According to the motion, several market-makers then started posting $8 to $10 quotes for Sedona in anticipation of the company completing the deal.
"Rather than withholding supply of Sedona to 'squeeze' the market and push prices higher,<\p>Brian Lines responded to this demand by authorising the sale of 143,000 shares...with much smaller sales on<\p>January 24 and 27, 2003," the motion read.
The SEC began investigating Sedona almost immediately, conducting phone interviews with Mr. Wile, Brian Lines and a number of others, as well as calling investors, scaring one to the point where he sold his shares straight away, according to the motion.
After seven days of trading, the SEC suspended the stock and issued a news release questioning the mining assets.
"With Sedona suspended and a major investigation under way, the Sedona-Renaissance venture was dead," the motion read.
The Lines brothers said the mines went to a Canadian company in a similar deal to the one they had planned, with RNC Gold Inc. acquiring the properties, prior to being taken over by Yamana Gold Inc. two years later.
They maintain they did nothing wrong in their dealings with Sedona, with the company's news release having accurately stated that Sedona had only a letter of intent to acquire the property, and that the company itself had no assets and was simply a shell.
In support of the claims that their trading was not manipulative, the Lines brothers have hired Jennifer Bethel, the former chief economist of the SEC's division of corporate finance, to review Sedona's trading data. Ms Bethel found there was nothing to support the allegation that the trading was manipulative, noting that more than 90 brokers traded Sedona stocks during the seven days prior to their suspension and that vFinance, the US market-maker that LOM used for most of its transactions, accounted for 12.7 percent of Sedona's volume over that period.
>The Lines brothers also dispute the allegation that they held an undisclosed 99 percent interest in<\p>Sedona, adding that the company had already disclosed that 98 percent of its ownership was "concentrated" and that their interest was not material, because Sedona's shareholders would have been diluted down to 13 percent upon completion of the reverse takeover and private placement.
In the motion, the pair also claim that trading data for another company they were involved with, SHEP Technologies, does not support the SEC's allegation that they engaged in manipulative trades, helping Vancouver promoters William Todd Peever and Phillip Curtis to dump three million shares in the company and generate $.43 million in illegal proceeds.
The Lines brothers said that most of the stock sold from LOM accounts was done so before SHEP<\p>had run to $2, with most taking place when it was between 74 and 78 cents.
They also state that Brian Lines invested $200,000 of his own money in the stock and remained a shareholder into 2004, well after the alleged manipulation.
The judge in the case has not yet scheduled a hearing on the motion for summary judgement.