Last week, the SEC filed civil fraud charges against a Florida-based business
development company, its owner, a former officer, and a former auditor
in connection to what officials say was a fraudulent disclosure and accounting
scheme. Daniel Imperato, Charles Fiscina, Lawrence O’Donnell, and
Imperiali, Inc. are the named defendants.
The Complaint alleges that Imperato, from 2005 through 2008, used his
company, Imperiali, to defraud Imperiali investors in a securities fraud
scheme that misled investors about Imperiali’s financial status.
Specifically, the Complaint alleges that Imperato directly solicited investments
in Imperiali from approximately 60 investors, and sold a total of $2.5
million in Imperiali stock. He also allegedly hired a sales team to “cold
call” potential investors.
According to the Complaint, Imperato and his sales team distributed private-placement
memorandums, which contained “numerous untrue and misleading statements,”
to potential investors. These documents, the Complaint alleged, contained
fictitious statements about Imperiali’s management, organization,
and sales projections.
“In documents distributed to investors and in reports filed with
the Commission, Imperato, along with Fiscina and O’Donnel, portrayed
Imperiali as a thriving, multinational corporation that owned multiple,
valuable subsidiaries. In reality, Imperiali was just a shell corporation,
having virtually no assets or operations. Its subsidiaries were worthless
or, in some cases, even non-existent,” alleged the Complaint.
The Compalint further alleged that the private-placement memorandums distributed
to potential investors included statements that the stock-offering proceeds
would be used to fund a business development company, which would then
invest in other, promising companies. According to the Complaint, none
of the stock-offering proceeds was used for this purpose. Instead, Imperato
used the money to fund both his personal lifestyle and Imperiali’s
The SEC is seeking permanent injunctions and civil penalties from each
defendant, as well as disgorgement with prejudgment interest against Imperiali
and Imperato. The Commission further seeks an officer and director bar
against Imperato and Fiscina. Fiscina has agreed to settle the charges
against him, without admitting or denying the charges,according to a Jan. 11 litigation release.