UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION
 
CASE NO.

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff, Securities and Exchange Commission ("Commission") alleges:

INTRODUCTION

1. The Commission brings this action to restrain and enjoin Defendants from violating the federal securities laws in connection with their ongoing, fraudulent, unregistered offer and sale of securities. Since at least October 1998 (and possibly earlier) through the present, A. B. Financing and Investments, Inc. ("ABFI" or the "Company") and Anthony W. Blissett ("Blissett") (collectively "Defendants") have raised at least $31 million from thousands of investors by offering and selling unregistered securities issued by ABFI. ABFI targets mainly African-Americans with the sales pitch that the Company offers them an opportunity heretofore only available to "whites" or select African-Americans. To entice investments, Defendants falsely represent to potential investors that ABFI has more than $36 million in assets and guarantee a 30%, risk- and tax-free return on their investment in one year. Unless immediately restrained and enjoined, Defendants will continue to defraud the investing public and place investor funds at serious risk of diversion and theft.

DEFENDANTS

2. Defendant ABFI is a Florida corporation incorporated in July 1989, with principal offices in Miami, Florida.
    
3. Defendant Blissett, 58, resides in Miami, Florida. Blissett is the chief executive officer and the president of ABFI, and manages the day-to-day operations of the Company. Blissett is apparently using several social security numbers.

RELIEF DEFENDANTS

4. Relief Defendant Blissco Properties, Inc. ("Blissco") is a Florida corporation incorporated in November 1992. Blissco's offices are located at the same Miami, Florida address as ABFI. ABFI owns 80% of Blissco, and Blissett owns the remaining 20%. Blissco has received at least $3.6 million from ABFI.
    
5. Relief Defendant JamRock Marketplace, Inc. ("JamRock"), is a Florida corporation incorporated in January 1989. Jamrock's offices are located at the same Miami, Florida address as ABFI. Jamrock has received at least $3.7 million from ABFI.
    
6. Relief Defendant Caribbean Cultural Art & Exhibition Centre, Inc. ("Caribbean"), is a Florida corporation incorporated in June 1995. Caribbean's offices are located at the same Miami, Florida address as ABFI. Caribbean has received funds from ABFI.

JURISDICTION AND VENUE

7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and 22(a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. §§ 77t(b), 77t(d) and 77v(a); Sections 21(d), 21(e), and 27 of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. §§ 78u(d), 78u(e) and 78aa; and Section 214 of the Investment Advisers Act of 1940 ("Advisers Act"), 15 U.S.C. § 80b-14.
    
8. This Court has personal jurisdiction over the Defendants and venue is proper in the Southern District of Florida because many of the Defendants' acts and transactions constituting violations of the Securities Act, the Exchange Act and the Advisers Act occurred in the Southern District of Florida. In addition, the principal offices of Defendant ABFI are located in the Southern District of Florida, and Defendant Blissett resides in the Southern District of Florida. Relief Defendants Blissco, JamRock, and Caribbean also have their principal offices in the Southern District of Florida.
    
9. Defendants, directly and indirectly, have made use of the means and instrumentalities of interstate commerce, the means and instruments of transportation and communication in interstate commerce, and the mails, in connection with the acts, practices, and courses of business set forth in this Complaint.

THE FRAUDULENT SCHEME
 
I. ABFI's Unregistered Offering

10. Since at least October 1998 (and possibly earlier) through the present, ABFI and Blissett have raised at least $31 million from more than 2,000 investors residing primarily in Florida and Caribbean countries. ABFI and Blissett guarantee potential investors a 30% tax-free annual return on money they invest with ABFI, provided they invest at least $10,000. The Defendants claim in sales literature and oral representations to potential investors that their investments will have no risk, will never decline in value, and will always increase. Blissett also tells potential investors that their investments are insured, and therefore they cannot lose money.
     
11. The Defendants offer and sell ABFI's securities to the general public over the telephone, and by word-of-mouth through other investors. Targeting mainly African-Americans and individuals with little or no investment experience, Defendant Blissett entices potential investors to invest in ABFI by claiming that the Company offers them an opportunity to make the type of investments, and corresponding profits, that have thus far been offered only to "whites" or select African-Americans. Defendants make no inquiry into the investors' income, net worth or investing acumen.
     
12. The Defendants distribute sales literature to potential investors. This literature claims that ABFI is a "Beacon in Financial Circles" with more than $36 million in assets. This same literature portrays Blissett as a "financial wizard" who specializes in low-risk, high-yield investments. The literature states that ABFI provides an alternative to investing in the "unpredictable and volatile stock market" on one hand, and the low-yield investments offered by banks, on the other (Blissett and other ABFI employees make that same representation orally to potential investors). Finally, the sales literature claims that ABFI invests in real property, securities, consumer goods, discounted bank notes, and trade finance instruments, among other things.
     
13. Defendants also entice existing investors to solicit others to put money into ABFI by promising them referral fees and prizes, such as Caribbean cruises, if the people they refer invest in ABFI.
     
14. ABFI sends a two-page promissory note to potential investors that they must sign in order to invest. This promissory note states that the minimum investment is $10,000, and that the Company will pay 15% interest to investors semi-annually. The note also states that investors must invest for a minimum of one year, and that their investment automatically will be renewed if they do not give ABFI three months advance notice, in writing, of their intention not to renew the note at the end of the one-year period.
     
15. ABFI offers investors a choice of receiving interest payments directly from ABFI at the end of each quarter (the "payout" method), or having the interest paid back into the investment account (the "rollover" method). Defendants tell potential investors they can double their investment in three years if they opt for the rollover method.
     
16. Once people decide to invest, they receive account statements at the end of each quarter. The statements reflect that ABFI pays interest quarterly at a rate of 7.5% during the term of the investment. The account statements for those opting for the payout method reflect, among other things, the original amount invested as being intact at the end of each quarter. Account statements for investors opting for the rollover method reflect, among other things, a continually growing account value that is generating additional interest for the investor.
     
17. In April 2001, Defendants began imposing a number of fees on investors in exchange for the Defendants' investment services, including an annual 5% "Management Fee," on all existing and future ABFI investment accounts. For payout accounts, the Defendants assess the annual 5% fee against the amount originally invested. For rollover accounts, the Defendants assess the annual 5% fee against the amount invested for the first year, then increase it by an additional 5% each year. The Defendants imposed these fees specifically to help meet ABFI's payment obligations to investors.
     
18. ABFI sends investors and potential investors sales literature, the promissory notes, the account statements, and other documents via United States Mail.
     
19. No registration statement has been filed or is in effect with the Commission in connection with the securities offered by ABFI, nor is ABFI entitled to any registration exemption.

II. Material Misrepresentations and Omissions in
Connection with the Offer and Sale of ABFI's Securities

20. In the process of soliciting investments, Blissett and ABFI have distributed sales literature and promissory notes containing false statements and omissions of material facts. In addition, Blissett and other ABFI employees have orally made these same false statements and omissions of material fact. Included in the material misrepresentations and omissions are:

A. ABFI's Financial Condition

21. ABFI's sales literature, which Defendants distribute to potential investors, falsely represents that ABFI is a successful enterprise with more than $36 million in assets. The literature is distributed at the direction and with the knowledge of Blissett, who has knowledge of its contents.
     
22. These representations are false and misleading because ABFI is not successful and does not have $36 million in assets. ABFI's financial statements and its 2001 federal income tax return show the company has a negative net worth of more than $27 million. In addition, ABFI suffered losses of approximately $5 million in 2000 and $7 million in 2001. As of December 31, 2001, ABFI had cash on hand of only $314,784.
     
23. The quarterly account statements ABFI sends to investors are also false and misleading. The statements represent to investors opting for the payout method that their original investment is intact. For investors opting for the rollover method, the statements represent that the account value is increasing. In reality, ABFI's assets are far less than the amount the account statements reflect the company owes to investors.

B. The Investments Are Not Insured

24. The promissory note ABFI sends to investors states that the investment will be insured. In addition, Blissett and other ABFI employees have told potential investors that their investment will be insured. In reality, ABFI documents show that some properties the company has bought with investor proceeds are insured, but that the investments themselves are not. There is nothing protecting investors from losing their principal investment as well as their interest.

C. The Investments Are Not Risk-Free

25. ABFI's sales literature touts the company's investment as being risk-free or having virtually no-risk. In addition, Blissett and other ABFI employees tell investors that their investment will be risk-free and that they cannot lose their money.
     
26. These statements are false and misleading, because Defendants fail to tell investors that the investments Defendants have made with investor proceeds, which include speculative stock and real estate purchases, have lost millions of dollars and do not provide safe or guaranteed returns. Unrealized investor losses from ABFI's securities trading were almost $2.5 million at the end of 2001. Moreover, the real estate properties that ABFI and the Relief Defendants purchased using investor funds are encumbered by mortgages.

D. ABFI Cannot Guarantee a 30% Return

27. ABFI's sales literature and its promissory note distributed to potential investors state that ABFI will pay investors a 30% annual return on their investment. In addition, Blissett and other ABFI employees have made this statement orally to potential investors.
     
28. These statements also are false and misleading. Among other things, investing in real estate and securities by its nature involves undertaking risk. Thus ABFI could not guarantee a 30% return on investments made during the one-year term of the promissory notes. In addition, it is economically not feasible for an issuer of fixed-income instruments to provide 30%, short-term, risk-free returns in an open-ended offering. The investment terms Defendants offer - short-term, fixed financial returns that are guaranteeing a 30% return and are risk-free - are patently fraudulent and are typical of Ponzi and Prime Bank schemes. And, in fact, ABFI is using proceeds from new investors to pay interest to old investors.

E. ABFI Falsely Represents That Return on its Securities Is Tax Free

29. Blissett also has told potential investors that the 30% guaranteed return on ABFI's securities is not subject to income tax. This is patently false, as there are no exemptions under the federal or state tax codes for the securities ABFI issues.

F. ABFI Is Using New Investor Proceeds To Pay Interest to Existing Investors

30. ABFI and Blissett have omitted disclosing to potential investors that the money ABFI receives from its investments is not sufficient to make interest payments to ABFI investors. In fact, ABFI, at Blissett's direction, is using proceeds from new ABFI investors to make interest payments to its existing investors, another fact Defendants have failed to disclose to potential investors.
     
31. Each of the foregoing misrepresentations and omissions concern statements of material fact, and have been made with the knowledge of or at the direction of Blissett.

COUNT I
 
SALE OF UNREGISTERED SECURITIES IN VIOLATION OF
SECTIONS 5(a) AND 5(c) OF THE SECURITIES ACT

32. The Commission repeats and realleges Paragraphs 1 through 31 of this Complaint as if fully set forth herein.
     
33. No registration statement was filed or in effect with the Commission pursuant to the Securities Act and no exemption from registration exists with respect to the securities and transactions described in this Complaint.
     
34. Since at least October 1998 (and possibly earlier) through the present, Defendants ABFI and Blissett, directly and indirectly, have been: (a) making use of the means or instruments of transportation or communication in interstate commerce or of the mails to sell securities, through the use or medium of a prospectus or otherwise; (b) carrying securities or causing such securities to be carried through the mails or in interstate commerce, by any means or instruments of transportation, for the purpose of sale or delivery after sale; and/or (c) making use of the means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise, without a registration statement having been filed or being in effect with the Commission as to such securities.
     
35. By reason of the foregoing, Defendants ABFI and Blissett, directly and indirectly, have violated, and unless enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c).

COUNT II
 
FRAUD IN VIOLATION OF
SECTION 17(a)(1) OF THE SECURITIES ACT

36. The Commission repeats and realleges Paragraphs 1 through 31 of this Complaint as if fully set forth herein.
     
37. Since at least October 1998 (and possibly earlier) through the present, Defendants ABFI and Blissett directly and indirectly, by use of the means or instruments of transportation or communication in interstate commerce and by use of the mails, in the offer or sale of securities, have been knowingly, willfully or recklessly employing devices, schemes or artifices to defraud.
     
38. By reason of the foregoing, Defendants ABFI and Blissett, directly and indirectly, have violated and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act, 15 U.S.C. § 77q(a)(1).

COUNT III
 
FRAUD IN VIOLATION OF SECTION 10(b)
OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER

39. The Commission repeats and realleges Paragraphs 1 through 31 of this Complaint as if fully set forth herein.
     
40. Since at least October 1998 (and possibly earlier) through the present, Defendants, ABFI and Blissett, directly and indirectly, by use of the means and instrumentality of interstate commerce, and of the mails in connection with the purchase or sale of securities, have been knowingly, willfully or recklessly: (a) employing devices, schemes or artifices to defraud; (b) making untrue statements of material facts and omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and/or (c) engaging in acts, practices and courses of business which have operated, are now operating and will operate as a fraud upon the purchasers of such securities.
     
41. By reason of the foregoing, Defendants ABFI and Blissett, directly or indirectly, have violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240. 10b-5.

COUNT IV
 
FRAUD IN VIOLATION OF
SECTIONS 17(a)(2) AND 17(a)(3) OF THE SECURITIES ACT

42. The Commission repeats and realleges Paragraphs 1 through 31 of its Complaint as if fully set forth herein.
     
43. Since at least October 1998 (and possibly earlier) through the present, Defendants ABFI and Blissett, directly and indirectly, by use of the means or instruments of transportation or communication in interstate commerce and by the use of the mails, in the offer or sale of securities, have been: (a) obtaining money or property by means of untrue statements of material facts and omissions to state material facts necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; and/or (b) engaging in transactions, practices and courses of business which are now operating and will operate as a fraud or deceit upon purchasers and prospective purchasers of such securities.
     
44. By reason of the foregoing, Defendants ABFI and Blissett, directly and indirectly, have violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77(q)(a)(2) and 77(q)(a)(3).

COUNT V
 
FRAUD IN VIOLATION OF SECTIONS 206(1) AND 206(2)
OF THE INVESTMENT ADVISERS ACT OF 1940

45. The Commission repeats and realleges Paragraphs 1 through 31 of this Complaint as if fully set forth herein.
     
46. Since at least October 1998 (and possibly earlier) through the present, Defendants ABFI and Blissett, by use of the mails, and the means and instrumentality of interstate commerce, directly or indirectly, have knowingly, willfully or recklessly: (i) employed devices, schemes or artifices to defraud their clients or prospective clients; and (ii) engaged in transactions, practices and courses of business which have operated as a fraud or deceit upon their clients or prospective clients.
     
47. By reason of the foregoing, Defendants ABFI and Blissett, have violated, and unless enjoined, will continue to violate Sections 206(1) and 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(1) and 80b-6(2).

RELIEF REQUESTED

WHEREFORE, the Commission respectfully requests that the Court:

I. Declaratory Relief

Declare, determine and find that Defendants ABFI and Blissett committed the violations of the federal securities laws alleged in this Complaint.

II. Temporary Restraining Order, Preliminary and Permanent Injunctive Relief

Issue a Temporary Restraining Order, a Preliminary Injunction and a Permanent Injunction, restraining and enjoining Defendants ABFI and Blissett, their officers, agents, servants, employees, attorneys, and all persons in active concert or participation with them, and each of them, from violating: (a) Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c); (b) Section 17(a)(1) of the Securities Act, 15 U.S.C. § 77q(a); (c) Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder; (d) Sections 17(a)(2) and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77(q)(a)(2) and 77(q)(a)(3); and (e) Sections 206(1) and 206(2) of the Exchange Act, 15 U.S.C. §§ 80b-6(1) and 80b-6(2).

III. Disgorgement

Issue an Order requiring Defendants ABFI and Blissett and Relief Defendants Blissco, JamRock, and Caribbean to disgorge all ill-gotten profits or proceeds that they have received as a result of the acts and/or courses of conduct complained of herein, with prejudgment interest.

IV. Penalties

Issue an Order directing Defendants ABFI and Blissett to pay civil money penalties pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 21(d) of the Exchange Act, 15 U.S.C. § 78(d)(3).

V. Asset Freeze and Accounting

Issue an Order freezing the assets of Defendants ABFI and Blissett, and Relief Defendants Blissco, JamRock, and Caribbean, until further Order of the Court, and requiring from each of the Defendants and Relief Defendants a document sworn to before a notary public setting forth all assets (whether real or personal) and accounts (including, but not limited to, bank accounts, savings accounts, securities or brokerage accounts, and deposits of any kind) in which they (whether solely or jointly), directly or indirectly (including through a corporation, trust or partnership), either have an interest or over which they have the power or right to exercise control.

VI. Appointment of Receiver

Issue an Order appointing a Receiver over the assets of ABFI and the Relief Defendants, to marshal and safeguard all of said assets, to perform any other duties the Court deems appropriate, and to prepare a report to the Court and the Commission detailing the activities of ABFI, Blissett, and the Relief Defendants, and the whereabouts of investor funds.

VII. Records Preservation and Expedited Discovery

Issue an Order requiring Defendants ABFI and Blissett and Relief Defendants Blissco, JamRock, and Caribbean to preserve any records related to the subject matter of this lawsuit that are in their custody, possession or subject to their control, and to respond to discovery on an expedited basis.

VIII. Repatriation of Investor Proceeds

Issue an Order requiring Defendants ABFI and Blissett and Relief Defendants Blissco, JamRock, and Caribbean to take such steps as are necessary to repatriate to the territory of the United States all funds and assets of investors described in the Commission's Complaint in this action which are held by them or are under their direct or indirect control, jointly or singly, and deposit such funds into the registry of the United States District Court for the Southern District of Florida, and provide the Commission and the Court a written description of the funds and assets so repatriated.

IX. Passport Surrender and Travel Restrictions

Issue an Order:

1. Requiring Blissett to immediately to surrender all passports he holds to the Clerk of this Court, and providing that the Court will retain the passports until five business days after Blissett provides the Commission with a sworn identification of assets and accounts as set forth in Section V above; and
    
2. Prohibiting Blissett from traveling outside of the United States until five business days after he provides the Commission with a sworn identification of assets and accounts as set forth in Section V above.

X. Further Relief

Grant such other and further relief as may be necessary and appropriate.

XI. Retention of Jurisdiction

Further, the Commission respectfully requests that the Court retain jurisdiction over this action in order to implement and carry out the terms of all orders and decrees that may hereby be entered, or to entertain any suitable application or motion by the Commission for additional relief within the jurisdiction of this Court.