Yesterday on July 19th, 2018 the SEC announced that it had sued Centor Energy (CNTO) and its CEO Frederick DaSilva “for making materially false and misleading statements to Centor shareholders about Centor’s oil reserves, revenue prospects, and business dealings.” The company its its SEC both settled without admitting or denying the allegations.
The penalties seem particularly weak (quote from the litigation release):
Without admitting or denying the allegations, Centor and DaSilva consented to the entry of a final judgment enjoining them from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. DaSilva has also agreed to the imposition of penny stock and officer and director bars and to pay disgorgement of $7,500 plus pre-judgment interest of $1,028 and a civil penalty of $22,500. The settlements with Centor and DaSilva are subject to court approval.
I have previously blogged about Centor Energy thrice, when it was first promoted, when it was re-pumped, and when the SEC suspended trading in the stock. The trading suspension was in 2014 and the first promotion was in 2013.
Below are some details from the complaint:
8. Centor is a corporation organized under the laws of the State of Nevada in 2011 as “Centor, Inc.,” with a stated principal place of business in Winter Park, Florida. Centor is purportedly engaged in the business of shale oil exploration, drilling and extraction in the east central region of the Canadian Province of Saskatchewan known as the “Pasquia Hills.” The Company changed its name to “Centor Energy, Inc.,” effective January 2014. The Commission suspended trading in Centor securities on February 11, 2014, prior to which Centor was quoted on OTC Bulletin Board and was a penny stock as defined under Exchange Act Rule 3a51-1.
9. Frederick DaSilva, age 55, resides in Alberta, Canada. On February 13, 2013, DaSilva became Centor’s Secretary, Treasurer, and Director. DaSilva became Centor’s CFO at some point in late 2013, and became its President and CEO in March 2014.
30. The December Press Release, the Presentation, and the January 8-K were materially false and misleading. As DaSilva knew or recklessly disregarded, the 1.1 billion
barrels of oil estimate was based on the Reserve Report’s estimate of the Conglomerate’s entire Lease Interests, of which Centor only owned 55%. The true number of barrels of oil Centor could realistically expect to recover (even assuming the accuracy of its own projections) was therefore materially lower than 1.1 billion barrels.
31. The Presentation also falsely stated that Centor had entered into an agreement to purchase the remaining 45% of leasehold interests over the Region from the Conglomerate. As DaSilva knew or reckless disregarded, the Purchase Agreement covered only an additional 11.66% (such that Centor could at most hope to acquire 66.66% of the Lease Interests) and there was no other agreement that covered the remaining interests.
32. Nor did Centor or DaSilva disclose in the December Press Release or in the Presentation that the Reserve Report indicated that the study of the Lease Interests was
incomplete, in that no individual connected to the Reserve Report had conducted a field test or even visited the Lease Interests to test some of its assumptions about geological conditions.
33. Indeed, DaSilva, who had not read the Reserve Report, failed to make any attempt to verify the assumptions, calculations, and conclusions made in the Reserve Report, and accordingly had no good faith basis to make any projections about Centor’s prospects purportedly drawn from the Reserve Report.
34. The Presentation was also misleading because it (a) repeated many of the untested favorable assumptions made in the Reserve Report (such as that the Region had low overburden providing easy access to the oil shale); and (b) contained other false statements such as that the Region was located in an area with “established infrastructure” such as roads and railroads.
35. In fact, as DaSilva knew or recklessly disregarded, the favorable assumptions in the Presentation had not been verified and were untested; the nearest small town to the Region was over 71 miles away; and there was no main road or railroad running to the Region.
And the reason for the small settlement? This tweet makes sense to me — the SEC didn’t have a great case and statute of limitations was about to run out:
Statute of limitations close to expiring settlement. ASC also did a CTO. Stated comp 4 promo was $300k. Mailer man in Boca now retired. Initials JG. Tweets a lot of Trump smack talk.https://t.co/rpgNWKlmSs
Wonder what he would charge for a slightly bullish $AA mailer.
— IvanaBoastsky (@IvanaBoastsky) July 19, 2018