Complaint: Craig J. Shaber, Steven R. Wright, and Bonaventure Capital, Ltd., et al.

1. Craig J. Shaber, an attorney, and Steven R. Wright, an accountant, engaged in a fraudulent scheme to create and sell public shell companies. Shaber and Wright shared offices in San Diego, California, where Shaber practiced law as a solo practitioner and Wright operated a tax and payroll accounting business. Between 1998 and 2001 their primary source of income was creating and selling public shell companies. Shaber and Wright followed the same fraudulent blueprint to create and register each shell company identified in this Complaint: they acquired a dormant corporation, installed nominee officers and directors, offered and sold shares in a "private offering" to a small group of friends, tax clients, family members and others, filed false and misleading registration statements and periodic reports with the Commission and caused brokerage firms to obtain permission to quote the company's securities on the Over the Counter Bulletin Board System ("OTC Bulletin Board"), an electronic market quotation system operated by the National Association of Securities Dealers ("NASD"). Once the shell was marketable, Shaber and Wright then sold a controlling block of shares in the company to a person or group of persons seeking to acquire control of a public shell company.

2. The key to their scheme was the use of a blank stock power and third party release. Each time Shaber and Wright conducted a private offering in one of the entities, they obtained from each investor a stock power and third party release, which contained blank lines to identify the share certificates covered by the instrument. Shaber and Wright thereafter caused the nominee directors of each company to split the stock of the entity, sometimes by as much as 80 to 1, and then directed the company's transfer agent to issue share certificates based on the stock splits. After receiving the share certificates from the stock transfer agent, Shaber and Wright then delivered the few shares purchased by the original investors but retained for themselves the additional shares created by the stock splits. Shaber and Wright then used the blank stock powers and third party releases to sell the shares they retained in the companies. The additional shares created a controlling block of shares in each entity, often in excess of 95% of the company's outstanding shares, that Shaber and Wright used to effectively transfer control over the public shell. In one case, Shaber and Wright delivered approximately 30,000 shares in one entity to its initial shareholders and kept over 13,000,000 shares for themselves, which they later sold for $600,000.

3. To facilitate their fraud, Shaber and Wright created a Nevada-based company named Bonaventure Capital, Ltd. Through this entity, Shaber and Wright maintained a bank account into which they deposited the monies received from the sale of the stock in the public shell companies and maintained a brokerage account through which they sold securities in the public shell entities. Shaber and Wright split the proceeds and transferred funds from Bonaventure to other corporate entities that were owned individually by Shaber or Wright, including Relief Defendants Aspen International and Wright & Geis.

4. Using the foregoing scheme, Shaber and Wright created eighteen public companies; they sold controlling interests in sixteen of the entities, withdrew the registration statements over one entity and currently retain control over another entity. Shaber and Wright realized in excess of $7.5 million dollars from their scheme, which they ultimately used to lease or purchase expensive homes, real estate, automobiles and an airplane.

5. The Commission, in the interest of protecting the public from further such fraudulent activities, brings this action seeking an order permanently enjoining Defendants from further violations of the federal securities laws, an accounting, disgorgement of ill-gotten gains, plus prejudgment interest thereon, an officer-and-director bar, a penny-stock bar, and monetary penalties as allowed by law. In addition, the Commission seeks disgorgement from Relief Defendants of any proceeds transferred to them that are traceable to Defendants' scheme.

6. This Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act of 1933 (the "Securities Act") [15 U.S.C. § 77v(a)] and Section 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78aa]. Defendants have, directly and indirectly, made use of the means or instrumentalities of interstate commerce and/or the mails in connection with the transactions described in this Complaint.

7. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of the acts and transactions described herein took place in the Northern District of Texas. In particular, Shaber and Wright extensively utilized the services of Signature Stock Transfer, Inc., a registered stock transfer agent, located at all relevant times at 14675 Midway Road, Suite 221, Addison, Texas (hereinafter the "Dallas Transfer Agent"). Shaber and Wright caused numerous letters to be sent to the Dallas Transfer Agent directing the issuance, transfer or cancellation of share certificates in the public shell companies as a material part of and in furtherance of their fraudulent scheme.

8. Craig Joseph Shaber, age 45, of Coronado, California, is an attorney licensed in California. With the exception of the transactions involving one of the shells, Moranzo, Inc., Shaber refused to provide any information regarding the transactions described in this Complaint based upon, among other reasons, his Fifth Amendment right to avoid self-incrimination.

9. Steven R. Wright, age 57, of Poway, California, is an accountant and sole owner of Wright & Geis, Inc., a tax and payroll accounting firm in San Diego, California. With the exception of the transactions involving one of the shells, Moranzo, Inc., Wright refused to provide any information regarding the transactions described in this Complaint based upon, among other reasons, his Fifth Amendment right to avoid self-incrimination.

10. Bonaventure Capital, Ltd., is a Nevada corporation controlled by Shaber and Wright. Bonaventure maintained a brokerage account through which Shaber and Wright sold securities in the shell companies they created and a bank account into which they transferred their profits. On at least one occasion, Shaber and Wright used Bonaventure's brokerage account to sell their controlling shares in one of the public shell companies to the purchaser through an OTC market transaction. Other than its use by Shaber and Wright to offer and sell shares in various public shell companies and to facilitate Shaber and Wright's division of profits, Bonaventure had no other operations.

11. Wright & Geis, Inc., is a California corporation solely owned by Wright. It received at least $100,000 from a Bonaventure bank account as proceeds from the fraudulent scheme described in this Complaint.

12. Aspen International Marketing, Inc., is a Nevada corporation owned by Shaber. It received at least $1 million in proceeds from the fraudulent scheme described in this Complaint.

13. Shaber and Wright's scheme involved six distinct steps. First, they acquired control of a dormant non-public corporate entity and installed nominee officers and directors that they controlled; second, they sold shares in each entity through private offerings, obtained the necessary blank stock power and third party releases from each investor and caused the nominee officers and directors to declare substantial stock splits; third, Shaber and Wright caused the entity to file false registration statements and periodic reports with the Commission causing the entity to become a public company; fourth, Shaber and Wright obtained a stock trading symbol by causing a brokerage firm to file a Form 211 with NASD Regulation, a division of the National Association of Securities Dealers; fifth, after a buyer was located for the public shell, Shaber and Wright caused the Dallas Transfer Agent to issue and deliver to Shaber and Wright share certificates in the names of the shareholders on the stock ledger; and last, Shaber and Wright sold in excess of 95% of the outstanding shares in the entity to the shell purchaser(s) by causing the blank stock power and third party releases to be completed.

14. In addition to the foregoing practices, Shaber and Wright retained shares in the shell companies and sold those shares into the market for additional profits. Once these shares were sold into the market, the profits realized were placed in Bonaventure's bank account along with the profits realized from the sale of the shell company. Bonaventure, as a legal entity, directly participated in Shaber and Wright's scheme by virtue of their control and use of the entity to liquidate securities and receive illicit profits.

15. Beginning in 1998, Shaber and Wright acquired control over and installed nominee officers and directors of the following entities (collectively referred to as the "Shell Entities" or individually as "Shell Entity"):

a. American Toy Vending, Inc. ("American Toy Vending"), was originally incorporated in Nevada in 1999. Shaber and Wright acquired control of American Toy Vending and installed Kathleen Sturtevant, Shaber's sister-in-law, and Alistair Knott, a Wright tax client, as its officers and directors;

b. Calipso, Inc. ("Calipso"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Calipso and installed Robert and Anne Ransom, Wright tax clients, as its officers and directors;

c. Core Systems, Inc. ("Core Systems"), was originally incorporated in Nevada in 1997. Shaber and Wright acquired control of Core Systems and installed Vic Barger and A. Tasso Tsalamandris as its officers and directors;

d. Del Cerro Enterprises, Inc. ("Del Cerro Enterprises"), was originally incorporated in Nevada in 1999. Shaber and Wright acquired control of Del Cerro Enterprises and installed Roger and Sherrie Ward, Wright tax clients, as its officers and directors;

e. Dicut, Inc. ("Dicut"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Dicut and installed Richard Davis, the husband of a Wright employee, and Fred McNorton as officers and directors;

f. Diversified Marketing, Inc. ("Diversified Marketing"), was originally incorporated in Nevada in 1995. Shaber and Wright acquired control of Diversified Marketing and installed Fernando Carranza, a Wright tax client, and Jackie Kruger, a person that worked in Shaber and Wright's offices, as its officers and directors;

g. Executive Help Services, Inc. ("Executive Help Services"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Executive Help Services and installed William and Bobbie Jo Crawford, Wright tax clients, as its officers and directors;

h. G.P. Properties, Inc. ("G.P. Properties"), was originally incorporated in Nevada in 1989. Shaber and Wright acquired control of G.P. Properties and installed Eileen Sturtevant, Shaber's wife, and Anne Winton as the company's officer and directors;

i. Keystone Ventures, Inc. ("Keystone"), was originally incorporated in Nevada in 1999. Shaber and Wright acquired control of Keystone and installed Wright's mother, Ann Myers, and Bruce Johnson as its officers and directors;

j. Moranzo, Inc. ("Moranzo"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Moranzo and installed Carlo Giovanni and Roberto Bernadoni, Wright tax clients, as its officers and directors;

k. Palomar Enterprises, Inc. ("Palomar Enterprises"), was originally incorporated in Nevada in 1999. Shaber and Wright acquired control of Palomar Enterprises and installed Terry Westergard, a person that worked in Shaber and Wright's offices, and Anthony Wiser as its officers and directors;

l. Sacio, Inc. ("Sacio"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Sacio and installed Nancy Davis, a person that worked in Shaber and Wright's offices, and Stephen Huntley, the husband of a person that worked in Shaber and Wright's offices, as its officers and directors;

m. Shanecy, Inc. ("Shanecy"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Shanecy and installed Wright's mother, Ann Myers, and wife, Jill Wright, as the company's officers and directors;

n. Tekron, Inc. ("Tekron"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Tekron and installed Andrew Chandler, a Wright tax client, and Don Fulton as its officers and directors;

o. Van American Capital, Inc. ("Van American Capital"), was originally incorporated in Nevada in 1998. Shaber and Wright acquired control of Van American Capital and installed Jeannette Huntley, a person that worked in Shaber and Wright's offices, and Kathleen Sturtevant, Shaber's sister-in-law, as the company's officers and directors;

p. Whistler, Inc. ("Whistler"), was originally incorporated in Delaware in 1994. Shaber and Wright acquired control of Whistler and installed Wright's tax clients, Daniel Stonesifer and James Whitley as its officers and directors;

q. White Rock Enterprises, Inc. ("White Rock"), was originally incorporated in Nevada in 1998. Shaber and Wright acquired control of White Rock and installed Sharon Boyd, Wright's sister, and Dennis Crooks, a Wright tax client, as officers and directors; and

r. Wildomar, Inc. ("Wildomar"), was originally incorporated in Nevada in 1999. Shaber and Wright acquired control of Wildomar and installed Wright's stepsons, Mathew and Ryan Ramos, as its officers and directors.

16. Once Shaber and Wright installed officers and directors, they caused each of the Shell Entities to conduct private offerings of shares and subsequently adopt corporate resolutions splitting those shares in furtherance of their fraudulent scheme. As a component of each private offering, each shareholder was required to sign and return to Shaber and Wright a blank stock power and third party release. No share certificates were delivered to the investors at the time of the offering nor were share certificates delivered to the investors reflecting the stock splits. In furtherance of their scheme, Shaber and Wright orchestrated the following private offerings and corporate resolutions splitting shares:

a. In May 2000 Shaber and Wright completed the sale of 34,500 American Toy Vending shares to 54 nominee shareholders, raising $6,900. These shareholders included family members. Thereafter, Shaber and Wright caused American Toy Vending's nominee directors to adopt a corporate resolution declaring a 65 to 1 stock split;

b. In March 1999, Shaber and Wright completed the sale of 43,000 Calipso shares to 79 shareholders, raising $8,600. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Calipso's nominee directors to adopt two separate corporate resolutions declaring a 36 to 1 stock split and a 1.35 to 1 split;

c. In January 1999 Shaber and Wright completed the sale of 36,500 Core Systems shares to 68 shareholders, raising $7,300. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Core Systems' nominee directors to adopt two separate corporate resolutions declaring a 32 to 1 stock split and a 1.7 to 1 stock split;

d. In March 2000, Shaber and Wright sold 29,500 Del Cerro Enterprises shares to 59 shareholders, raising $5,900. These shareholders included several of Wright's tax clients. Thereafter, Shaber and Wright caused Del Cerro Enterprises' nominee directors to adopt a corporate resolution declaring a 71 to 1 stock split;

e. In March 2000, Shaber and Wright completed the sale of 46,000 Dicut shares to 71 shareholders, raising $9,200. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Dicut's nominee directors to adopt a corporate resolution declaring a 45 to 1 stock split;

f. In December 1998 Shaber and Wright completed the sale of 2,400 Diversified Marketing shares to 48 shareholders, raising $4,800. These shareholders included family members and a person that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Diversified Marketing's nominee directors to adopt two separate corporate resolutions declaring a 44 to 1 stock split and a 2.85 to 1 stock split;

g. In March 1999 Shaber and Wright completed the sale of 39,500 Executive Help Services shares to 74 shareholders, raising $7,900. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Executive Help Services' nominee directors to adopt two separate corporate resolutions declaring a 45 to 1 stock split and a 1.2 to 1 stock split;

h. In November 1998 Shaber and Wright completed the sale of 19,500 G.P. Properties shares to 36 shareholders, raising $3,900. These shareholders included family members and a person that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused G.P. Properties' nominee directors to adopt two separate corporate resolutions declaring a 44 to 1 stock split and a 2 to 1 stock split;

i. In June 2000 Shaber and Wright completed the sale of 28,500 Keystone shares to 56 shareholders, raising $5,700. These shareholders included family members. Thereafter, Shaber and Wright caused Keystone's nominee directors to adopt a corporate resolution declaring a 75 to 1 stock split;

j. In June 2000, Shaber and Wright completed the sale of 29,500 Moranzo shares to 48 shareholders, raising $5,900. These shareholders included family members and several of Wright's tax clients. Thereafter, Shaber and Wright caused Moranzo's nominee directors to adopt two separate corporate resolutions declaring an 80 to 1 stock split and a 2.93 to 1 stock split;

k. In September 2000, Shaber and Wright completed the sale of 29,000 Palomar Enterprises shares to 44 nominee shareholders, raising $5,800. These shareholders included family members. Thereafter, Shaber and Wright caused Palomar Enterprises' nominee officers to adopt a corporate resolution declaring an 80 to 1 stock split;

l. In December 1998 Shaber and Wright completed the sale of 21,500 Sacio shares to 41 shareholders, raising $4,300. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Sacio's nominee directors to adopt two separate corporate resolutions declaring a 45 to 1 stock split and a 1.7 to 1 stock split;

m. In December 1998 Shaber and Wright completed the sale of 3,700 Shanecy shares to 48 shareholders, raising $3,700. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Shanecy's nominee directors to adopt three separate corporate resolutions declaring a 44 to 1 stock split, a 2 to 1 stock split and a 1.5 to 1 stock split;

n. In December 1999, Shaber and Wright completed the sale of 45,500 Tekron shares to 70 shareholders, raising $9,100. These shareholders included family members. Thereafter, Shaber and Wright caused Tekron's nominee directors to adopt a corporate resolution declaring a 45 to 1 stock split;

o. In August 1998 Shaber and Wright completed the sale of 32,500 Van American Capital shares to 63 shareholders, raising $6,500. These shareholders included family members and persons that worked in Shaber and Wright's offices. Thereafter, Shaber and Wright caused Van American Capital's nominee directors to adopt three separate corporate resolutions declaring an 11 to 1 stock split, a 4.5 to 1 stock split and a 1.5 to 1 stock split;

p. In about January 2000, Shaber and Wright completed the sale of 42,000 Whistler shares to 64 shareholders, raising $84,000. These shareholders included family members. Thereafter, Shaber and Wright caused Whistler's nominee directors to adopt a corporate resolution declaring a 51 to 1 stock split;

q. In March 1999 Shaber and Wright completed the sale of 30,000 White Rock shares to 54 shareholders, raising $6,000. These shareholders included family members. Thereafter, Shaber and Wright caused White Rock's nominee directors to adopt a corporate resolution declaring a 50 to 1 stock split; and

r. In September 2000, Shaber and Wright completed the sale of 31,000 Wildomar shares to 51 shareholders, raising $6,200. These shareholders included family members. Thereafter Shaber and Wright caused Wildomar to adopt a corporate resolution declaring an 80 to 1 stock split.

17. Shaber and Wright, in furtherance of their fraudulent scheme, caused each of the Shell Entities to file false and misleading registration statements and periodic or other required reports with the Commission. In each instance, Shaber and Wright caused the Shell Entity to, among other things, falsely identify the persons exercising control over the entity and caused each Shell Entity to fail to disclose the material facts that Shaber and Wright were the beneficial owners of more than five percent of shares in the particular Shell Entity and that Shaber and Wright exercised control over the Shell Entity's activities as de facto officers and directors. Beyond these misrepresentations and omissions, Shaber and Wright also caused the Shell Entities to file false and misleading registration statements and periodic reports that contained material misrepresentations, as alleged below, with respect to each specific Shell Entity.

18. Shaber and Wright caused American Toy Vending to file its initial Form 10-SB Registration Statement on June 29, 2000. Shaber and Wright further caused American Toy Vending to file a Form SB-2 Registration Statement on June 22, 2001, amended Form SB-2 Registration Statements on August 1, 2001, and August 17, 2001, Forms 10-QSB quarterly reports on August 14, 2000, November 17, 2000, February 6, 2001, May 10, 2001, July 25, 2001, and December 28, 2001 and Forms 10-KSB on November 7, 2000, and December 28, 2001. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB, SB-2, 10-QSB and 10-KSB to contain several material misrepresentations and omissions:

a. The Forms 10-SB, Forms SB-2, 10-QSB and 10-KSB falsely claimed that American Toy Vending's business plan was to become the primary developer and operator of computer-controlled game machines, when in fact, American Toy Vending's business plan was to create a public shell company and sell the controlling shares;

b. American Toy Vending's Form 10-SB and Forms SB-2 falsely stated that its private offering was completed in April 1999, when, in fact, it was completed in May 2000, and attached a bogus financial statement reflecting the incorrect offering date; and

c. American Toy Vending's Forms SB-2 falsely claimed that the 54 various shareholders registering the shares beneficially owned the 4,385,000 American Toy Vending shares included in the registration statements when, in fact, these shareholders collectively owned 34,500 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

19. Shaber and Wright caused Calipso to file its initial Form 10-SB Registration Statement on November 24, 1999. Shaber and Wright caused Calipso's Form 10-SB to contain several material misrepresentations and omissions:

a. The Form 10-SB falsely stated that Calipso's business plan was to develop an Internet website offering extensive educational nature and biological information, when in fact, Calipso's business plan was to create a public shell company and sell the controlling shares; and

b. Calipso's Form 10-SB falsely stated that its private offering was completed in March 1996, when, in fact, it was completed in March 1999, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend.

20. Shaber and Wright caused Core Systems to file its initial Form 10-SB Registration Statement on June 24, 1999. Shaber and Wright further caused Core Systems to file an amended Form 10-SB on September 10, 1999, October 28, 1999, November 29, 1999, and December 15, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused Core Systems' Forms 10-SB to falsely state that Core Systems' business plan was to sell pipe restoration services, when in fact, Core Systems' business plan was to create a public shell company and sell the controlling shares, and falsely state that shares were issued with a restrictive legend.

21. Shaber and Wright caused Del Cerro Enterprises to file its initial Form 10-SB Registration Statement on May 19, 2000. Shaber and Wright further caused Del Cerro to file a Form 10-QSB quarterly report on August 14, 2000, a Form 10-QSB on April 4, 2001, a Form SB-2 Registration Statement on November 20, 2000, and amended Form SB-2 Registration Statements on December 28, 2000, January 19, 2001, February 5, 2001, and February 9, 2001. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB, 10-QSB and SB-2s to contain several material misrepresentations and omissions:

a. The Forms 10-SB, 10-QSB and SB-2 falsely claimed that Del Cerro's business plan was to offer high speed driving courses at road racing facilities, when in fact, Del Cerro's business plan was to create a public shell company and sell the controlling shares;

b. Del Cerro's Forms 10-SB and SB-2 falsely stated that its private offering was completed March 1999, when, in fact, it was completed in March 2000, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend; and

c. Del Cerro's Forms SB-2 falsely claimed that the 59 various shareholders registering the shares beneficially owned the 4,189,000 Del Cerro shares included in the registration statements when, in fact, these shareholders collectively owned 29,500 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

22. Shaber and Wright caused Dicut to file its initial Form 10-SB Registration Statement on March 30, 2000. Shaber and Wright further caused Dicut to file an amended Form 10-SB on July 21, 2000 and a Form 10-KSB annual report on July 20, 2000. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB and Form 10-KSB to contain several material misrepresentations and omissions:

a. Dicut's Forms 10-SB and Form 10-KSB falsely stated that Dicut's business plan was to become a major supplier of hydroponic low-pressure heating and air conditioning systems, when in fact, Dicut's business plan was to create a public shell company and sell the controlling shares; and

b. Dicut's Forms 10-SB and Form 10-KSB falsely stated that its private offering was completed in January 1998, when, in fact, it was completed in March 2000, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend.

23. Shaber and Wright caused Diversified Marketing to file its initial Form 10-SB Registration Statement on June 4, 1999. Shaber and Wright further caused Diversified Marketing to file amended Forms 10-SB on August 27, 1999, September 27, 1999, and October 22, 1999, and Forms 10-QSB on June 4, 1999, August 13, 1999, and October 22, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-QSB and 10-SB to contain several material misrepresentations and omissions:

a. The Forms 10-QSB and 10-SB falsely stated that Diversified Marketing's business plan was to develop third party motor vehicle title and registration offices in various Western states, when in fact, Diversified Marketing's business plan was to create a public shell company and sell the controlling shares; and

b. Diversified Marketing's Forms 10-SB falsely stated that its private offering was completed in September 1996, when, in fact, it was completed in December 1998, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend.

24. Shaber and Wright caused Executive Help Services to file its initial Form 10-SB Registration Statement on December 30, 1999. Shaber and Wright further caused Executive Help Services to file Forms 10-QSB on May 3, 2000, August 8, 2000, and October 31, 2000. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB and 10-QSB to contain several material misrepresentations and omissions:

a. The Forms 10-SB and 10-QSB falsely stated that Executive Help Services' business plan was to operate a website that sold office furniture, when in fact, Executive Help Services' business plan was to create a public shell company and sell the controlling shares; and

b. Executive Help Services' Form 10-SB falsely stated that its private offering was completed April 1997, when, in fact, it was completed in March 1999, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend.

25. Shaber and Wright caused G.P. Properties to file its initial Form 10-SB Registration Statement on February 24, 1999. Shaber and Wright further caused G.P. Properties to file an amended Form 10-SB on May 17, 1999, and May 28, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Form 10-SB to contain several material misrepresentations and omissions:

a. The Forms 10-SB falsely stated that G.P. Properties' business plan was to create a residential financial analysis software product for real estate brokers, when in fact, G.P. Properties' business plan was to create a public shell company and sell the controlling shares;

b. G.P. Properties' Forms 10-SB falsely stated that its private offering was completed November 1995, when, in fact, it was completed in November 1998, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend; and

c. G.P. Properties' Forms 10-SB represented that it had conducted a 44 to 1 stock split on February 5, 1998, which, if true, pre-dated the actual completion of the private offering in November 1998.

26. Shaber and Wright caused Keystone to file its Form 10-SB Registration Statement on August 3, 2000. Shaber and Wright further caused Keystone to file a Form SB-2 Registration Statement on April 26, 2001, an amended Form SB-2 filed June 20, 2001, and July 19, 2001, and a Form 10-Q on April 4, 2001, April 25, 2001, and July 25, 2001, with the Commission. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused Keystone's Forms 10-SB, 10-Q and Forms SB-2s to contain several material misrepresentations and omissions:

a. Keystone's Forms 10-SB, 10-Q and SB-2 falsely stated that Keystone's business plan was to become a primary supplier of computer software security systems, when in fact, Keystone's business plan was to create a public shell company and sell the controlling shares;

b. Keystone's 10-SB and SB-2 falsely stated that its private offering was completed in April 1999, when, in fact, it was completed in June 2000, and attached a bogus financial statement reflecting the incorrect offering date;

c. Keystone's registration statements falsely represented that it had conducted a 10 to 1 stock split on March 30, 2000, which, if true, pre-dated the actual completion of the private offering in June 2000; and

d. Keystone's Forms SB-2 falsely claimed that the 56 various shareholders registering the shares beneficially owned the 4,275,000 Keystone shares included in the registration statements when, in fact, these shareholders collectively owned 28,500 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

27. Shaber and Wright caused Moranzo to file with the Commission an initial Form SB-2 Registration Statement on October 3, 2000, an amended Form SB-2 on December 6, 2000, an amended Form SB-2 on December 18, 2000, and an amended Form SB-2 on January 10, 2001 to register 4,720,000 shares. On February 6, 2001, Shaber and Wright caused Moranzo to file a Form 8-A, which incorporated by reference the previous SB-2 filings. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused Moranzo's Forms SB-2s to contain several material misrepresentations and omissions:

a. Moranzo's Forms SB-2 and 8-A falsely claimed that Moranzo's business plan was to develop a chain of Italian restaurants, when in fact, Moranzo's business plan was to create a public shell company and sell the controlling shares;

b. Moranzo's Forms SB-2 falsely stated that its private offering was completed on June 30, 1998, when, in fact, it was completed in June 2000, and attached a bogus financial statement reflecting the incorrect offering date;

c. Moranzo's Forms SB-2 falsely represented that it had conducted an 80-1 stock split on March 15, 2000, which, if true, pre-dated the actual completion of the private offering in June 2000; and

d. Moranzo's Forms SB-2 falsely stated that the 48 various shareholders registering the shares were the beneficial owners of 4,720,000 Moranzo shares, when, in fact, these shareholders collectively owned 29,500 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

28. Shaber and Wright caused Palomar Enterprises to file its initial Form SB-2 Registration Statement on February 5, 2001. Shaber and Wright further caused Palomar Enterprises to file an amended Form SB-2s on April 17, 2001, May 14, 2001, May 25, 2001, June 4, 2001, June 15, 2001, June 18, 2001, and June 25, 2001. Shaber and Wright further caused Palomar to file a Form 8-A Registration Statement on June 1, 2001, that incorporated by reference the prior Forms SB-2. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms SB-2 and Form 8-A to contain several material misrepresentations and omissions:

a. The Forms SB-2 and 8-A falsely claimed that Palomar Enterprises' business plan was to enter the aircraft inspection and repair business, when in fact, Palomar Enterprises' business plan was to create a public shell company and sell the controlling shares; and

b. Palomar Enterprises' Forms SB-2 falsely claimed that the 44 various shareholders registering the shares beneficially owned the 4,640,000 Palomar shares included in the registration statements, when in fact, these shareholders collectively owned 29,000 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

29. Shaber and Wright caused Sacio to file its initial Form 10-SB Registration Statement on March 31, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB to contain several material misrepresentations and omissions:

a. The Forms 10-SB falsely stated that Sacio's business plan was develop an English pub chain called "The Old Coach Inn," when in fact, Sacio's business plan was to create a public shell company and sell the controlling shares;

b. Sacio's Forms 10-SB falsely stated that its private offering was completed in April 1996, when, in fact, it was completed in December 1998, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend; and

c. Sacio's Forms 10-SB represented that it had conducted a 44 to 1 stock split on August 2, 1998, which, if true, pre-dated the actual completion of the private offering in December 1998.

30. Shaber and Wright caused Shanecy to file its initial Form 10-SB Registration Statement on March 10, 1999, and an amended Form 10-SB on May 21, 1999. On June 24, 1999, Shaber and Wright also caused Shanecy to file a Form 10-K with the Commission. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused Shanecy's Forms 10-SB and 10-K to contain several material misrepresentations and omissions:

a. The Forms 10-SB and the Form 10-K falsely stated that Shanecy's business plan was to develop a home health care analysis and referral service, when in fact, Shanecy's business plan was to create a public shell company and sell the controlling shares;

b. Shanecy's Forms 10-SB falsely stated that its private offering was completed July 1995, when, in fact, it was completed in December 1998, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend; and

c. Shanecy's Forms 10-SB falsely stated that it had conducted a 44 to 1 stock split on February 28, 1998, which, if true, pre-dated the actual completion of the private offering in December 1998.

31. Shaber and Wright caused Tekron to file its initial Form 10-SB Registration Statement on February 14, 2000, and an amended Form 10-SB Registration Statement on May 25, 2000. Shaber and Wright further caused Tekron to file a Form SB-2 Registration Statement on August 31, 2000, an amended Form 10-SB on September 15, 2000, a Form 10-QSB on August 11, 2000, October 19, 2000, and April 4, 2001 and a Form 10-KSB on June 15, 2000, and June 8, 2001. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB, SB-2, 10-QSB and 10-KSB to contain several material misrepresentations and omissions:

a. The Forms 10-SB, SB-2, 10-QSB and 10-KSB falsely stated that Tekron's business plan was to provide boat maintenance and specialty services to recreational boaters, when in fact, Tekron's business plan was to create a public shell company and sell the controlling shares;

b. Tekron's Forms 10-SB and SB-2 falsely stated that its private offering was completed in January 1998, when, in fact, it was completed in December 1999, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend; and

c. Tekron's Forms SB-2 falsely claimed that the 70 various shareholders registering the shares beneficially owned the 4,095,000 Tekron shares included in the registration statements when, in fact, these shareholders collectively owned 45,500 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

32. Shaber and Wright caused Van American Capital to file its initial Form 10-SB Registration Statement on January 19, 1999. Shaber and Wright further caused Van American Capital to file an amended Form 10-SB on April 22, 1999 and a Form 10-QSB on May 17, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms 10-SB and 10-QSB, to falsely state that Van American Capital's business plan was to develop and market a biblically oriented board game, when in fact, Van American Capital's business plan was to create a public shell company and sell the controlling shares.

33. Shaber and Wright caused Whistler to file its initial Form 10-SB Registration Statement on May 9, 2000. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Form 10-SB to contain several material misrepresentations and omissions:

a. The Forms 10-SB falsely stated that Whistler's business plan was to become a major supplier of a proprietary grease and food waste reprocessing system, when in fact, Whistler's business plan was to create a public shell company and sell the controlling shares; and

b. Whistler's Forms 10-SB falsely stated that its private offering was completed January 1998, when, in fact, it was completed in January 2000, attached a bogus financial statement reflecting the incorrect offering date, and falsely stated that shares were issued with a restrictive legend.

34. Shaber and Wright caused White Rock to file its initial Form 10-SB Registration Statement on July 27, 1999. Shaber and Wright further caused White Rock to file on November 18, 1999, a Form 10-QSB periodic report for the period ending June 30, 1999, an amended Form 10-SB Registration Statement on October 19, 1999, and November 30, 1999, and a Form 10-KSB on December 21, 1999. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused White Rock's Forms 10-SB, 10-QSB and 10-KSB to falsely state that White Rock's business plan was to develop and market a boot-drying machine, when in fact, White Rock's business plan was to create a public shell company and sell the controlling shares.

35. Shaber and Wright caused Wildomar to file its initial Form SB-2 Registration Statement on September 10, 2001, and an amended Form SB-2 on October 16, 2001. In addition to the misrepresentations and omissions alleged above, Shaber and Wright caused the Forms SB-2 to contain several material misrepresentations and omissions:

a. The Forms SB-2 falsely claimed that Wildomar's business plan was to develop and market an Internet application service providing module-based websites for small businesses in the United States, when in fact, Wildomar's business plan was to create a public shell company and sell the controlling shares; and

b. Wildomar's Forms SB-2 falsely claimed that the 51 various shareholders registering the shares beneficially owned the 4,880,000 Wildomar shares included in the registration statements when, in fact, these shareholders collectively owned 31,000 shares and Shaber and Wright, who were not identified, owned and controlled the remaining shares through the blank stock powers and third party releases.

36. On January 10, 2002, after the Commission had notified Shaber and Wright of its investigation into their activities, Shaber and Wright withdrew Wildomar's Form SB-2 Registration Statements.

37. In furtherance of their scheme, after causing the Shell Entities to file false registration statements and other filings with the Commission, Shaber and Wright supplied the false filings to brokerage firms for use as part of the NASD application procedure to obtain permission to quote the Shell Entities' securities on the OTC Bulletin Board. Each of the brokerage firms filed a Form 211 with NASD to initiate quotation of the Shell Entity's securities. Each Form 211 attached as an exhibit or incorporated by reference one or more of the false filings Shaber and Wright caused to be filed with the Commission or contained information derived from those filings. Based on the Forms 211 submitted by the brokerages, NASD cleared each of the Shell Entities for quotation on the OTC Bulletin Board.

38. Shaber and Wright obtained shares in each Shell Entity by instructing the Dallas Transfer Agent to issue and deliver to Shaber and Wright all outstanding shares in the entity as reflected on the Shell Entity's shareholder ledger. Once Shaber and Wright obtained the share certificates from Signature Stock Transfer, Inc. (previously defined as the "Dallas Transfer Agent"), they delivered the shares sold in the initial private offering to the original shareholders and retained any additional shares attributable to the stock splits they caused the entities to declare. Specifically,

a. On September 20, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in American Toy Vending and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,485,000 certificated American Toy Vending shares without restrictive legends. Shaber and Wright delivered 34,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

b. On January 26, 2000, and on April 25, 2000, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Calipso and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 3,096,000 certificated Calipso shares without restrictive legends. Shaber and Wright delivered approximately 43,000 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

c. On February 10, 2000, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Core Systems and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,095,300 certificated Core Systems shares without restrictive legends. Shaber and Wright delivered approximately 36,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

d. On or about April 12, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue the stock certificates in Del Cerro Enterprises and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,249,000 certificated Del Cerro Enterprises shares without restrictive legends. Shaber and Wright delivered approximately 29,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

e. On or about June 29, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Dicut and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,140,000 certificated Dicut shares without restrictive legends. Shaber and Wright delivered approximately 46,000 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

f. On December 13, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Diversified Marketing and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 6,156,600 certificated Diversified Marketing shares without restrictive legend Shaber and Wright delivered 2,400 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

g. On May 30, 2000, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Executive Help Services and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,266,000 certificated Executive Help Services shares without restrictive legends. Shaber and Wright delivered approximately 39,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

h. On July 8, 1999, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in G.P. Properties and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 3,510,000 certificated shares in G.P. Properties without restrictive legends. Shaber and Wright delivered approximately 19,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

i. On September 21, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Keystone and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,275,000 certificated Keystone shares without restrictive legends. Shaber and Wright delivered approximately 28,500 of these shares to the original shareholders and retained the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

j. On May 2, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Moranzo and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 13,829,600 certificated Moranzo shares without restrictive legends. Shaber and Wright delivered approximately 29,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

k. On July 30, 2001, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Palomar Enterprises and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,640,000 certificated Palomar Enterprises shares without restrictive legends. Shaber and Wright delivered approximately 29,000 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

l. On February 22, 1999, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Sacio and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 1,935,000 certificated Sacio shares without restrictive legends. Shaber and Wright delivered approximately 21,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

m. On December 15, 1998, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Shanecy and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,995,000 certificated Shanecy shares without restrictive legends. Shaber and Wright delivered approximately 18,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

n. On January 8, 2001, Wright, through his assistant instructed the Dallas Transfer Agent to issue stock certificates in Tekron and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,095,000 certificated shares in Tekron without restrictive legends. Shaber and Wright delivered approximately 45,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

o. On December 28, 1998, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Van American Capital and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 715,000 certificated Van American Capital shares without restrictive legends. Shaber and Wright delivered approximately 32,500 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

p. On August 2, 2000, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in Whistler and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,284,000 certificated Whistler shares without restrictive legends. Shaber and Wright delivered approximately 42,000 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent; and

q. On February 1, 2000, Wright, through his assistant, instructed the Dallas Transfer Agent to issue stock certificates in White Rock and send the certificates to Shaber and Wright's offices. The Dallas Transfer Agent issued and delivered 4,896,000 certificated White Rock shares without restrictive legends. Shaber and Wright delivered approximately 30,000 of these shares to the original shareholders and used the blank stock powers and third party releases to control the remaining shares issued without restrictive legends by the Dallas Transfer Agent;

r. Shaber and Wright withdrew Wildomar's Form SB-2 Registration Statements and, on information and belief, halted their efforts to acquire shares in Wildomar from the Dallas Transfer Agent.

39. After Shaber and Wright obtained the controlling block of shares, and without the benefit of a valid registration statement with respect to the transaction, they offered and sold the shares, and effectively control of the Shell Entity involved, to the purchaser(s) of the shell. Shaber and Wright caused the blank lines on the stock power and third party releases to be completed and thereafter tendered the shares in the Shell Entity to the purchaser(s). In addition, Shaber and Wright retained shares in the Shell Entity and, through the Bonaventure brokerage account, sold these shares into the public market without the benefit of a valid registration statement with respect to the transactions. Specifically,

a. On or about April 22, 2002, Shaber and Wright sold their controlling interest in American Toy Vending to unspecified persons for $260,000. On November 2, 2001, Shaber and Wright deposited at least 387,000 American Toy Vending shares into the Bonaventure brokerage account;

b. On or about June 5, 2000, Shaber and Wright sold their controlling interest in Calipso (which was renamed as "Knowledge Foundations, Inc.") to unspecified persons for an unknown amount. On September 28, 2000, Shaber and Wright deposited at least 96,200 Calipso shares into the Bonaventure brokerage account. Between October 6, 2000, and May 11, 2001, Shaber and Wright sold 9,800 of these shares for approximately $12,513;

c. In February or March, 2000, Shaber and Wright sold their controlling interest in Core Systems (which was renamed "Angelaudio Systems, Inc." and subsequently renamed as "Whatsupmusic.com, Inc.") to unspecified persons for an unknown amount. On April 28, 2000, Shaber and Wright deposited at least 143,765 Core Systems shares into the Bonaventure brokerage account. Between May 10, 2000, and January 19, 2001, Shaber and Wright sold these shares for approximately $170,234;

d. On or about August 15, 2001, Shaber and Wright sold their controlling interest in Del Cerro Enterprises to unspecified persons for an unknown amount. On May 30, 2001, and August 7, 2001, Shaber and Wright deposited at least 705,000 Del Cerro Enterprises shares issued in the names of nominee shareholders into the Bonaventure brokerage account. Between June 29, 2001, and August 15, 2001, Shaber and Wright sold 152,650 of these shares for approximately $300,000;

e. On or about August 8, 2001, Shaber and Wright sold their controlling interest in Dicut to unspecified persons for an unknown amount. On August 9, 2001, Shaber and Wright deposited at least 489,500 Dicut shares into the Bonaventure brokerage account. On August 13, 2001, Shaber and Wright deposited a further 146,000 Dicut shares into the Bonaventure brokerage account. Shaber and Wright sold 268,000 Dicut shares for $489,982 between August 13, 2001, and October 28, 2001;

f. On or December 16, 1999, Shaber and Wright sold their controlling interest in Diversified Marketing to unspecified persons for an unknown amount. On December 29, 1999, Shaber and Wright deposited at least 113,000 Diversified Marketing shares into the Bonaventure brokerage account. Between February 15, 2000, and June 4, 2001, Shaber and Wright sold these shares for approximately $726,737;

g. On or about September 19, 2000, Shaber and Wright sold their controlling interest in Executive Help Services (which was renamed "Adzone Research, Inc.") to unspecified persons for $400,000. On October 2, 2000, Shaber and Wright deposited 158,800 Executive Help Services shares into the Bonaventure brokerage account. Between October 2, 2000 and October 16, 2000, Shaber and Wright sold 3,600 of these shares for approximately $5,930;

h. On or about August 6, 1999, Shaber and Wright sold their controlling interest in G.P. Properties (which was subsequently renamed "KwikWeb.com") to unspecified persons for an unknown amount. On October 4, 1999, Shaber and Wright deposited at least 142,000 G.P. Properties shares into the Bonaventure brokerage account. Between January 20, 2000, and November 15, 2000, Shaber and Wright sold these shares for approximately $152,000;

i. Shaber and Wright continue to control Keystone through the scheme alleged in this Complaint;

j. On April 24, 2001, Shaber and Wright entered into an agreement to sell a controlling block of shares of Moranzo (which was renamed "2DoTrade, Inc.") to Oxford and Hayes, Ltd., a Belize-chartered company for $600,000. Shaber and Wright tendered 13,110,360 Moranzo shares to the escrow agent for the purchasers of the shell company. Shaber and Wright also transferred 483,240 shares from the Bonaventure brokerage account to one of the purchasers of the Moranzo shell company on July 11, 2001, as part of this transaction. Between July 24, 2001, and October 2, 2001, Shaber and Wright sold 94,000 Moranzo shares for approximately $26,720;

k. On or about October 31, 2001, Shaber and Wright sold their controlling interest in Palomar Enterprises to unspecified persons for an unknown amount. On September 20, 2001, Shaber and Wright deposited at least 636,000 Palomar Enterprises shares into the Bonaventure brokerage account. Between September 27, 2001, and November 15, 2001, Shaber and Wright sold 381,400 of these shares for approximately $521,899;

l. On or about March 14, 2000, Shaber and Wright sold their controlling interest in Sacio (which was renamed "Freesoftwareclub.com, Inc.") to unspecified persons for an unknown amount. On December 28, 1999, Shaber and Wright deposited at least 185,450 Sacio shares into the Bonaventure brokerage account. Between June 5, 2000, and January 17, 2002, Shaber and Wright sold these shares for approximately $185,450;

m. On or about November 12, 1999, Shaber and Wright sold their controlling interest in Shanecy (which was subsequently renamed "Inc Ubator Capital, Inc.") to unspecified persons for an unknown amount. On November 30, 1999, Shaber and Wright deposited at least 220,505 Shanecy shares into the Bonaventure brokerage account. Between December 15, 1999, and September 26, 2000, Shaber and Wright sold at least 146,310 of these shares for approximately $1,176,849;

n. On or about July 11, 2001, Shaber and Wright sold their controlling interest in Tekron to unspecified persons for an unknown amount. Between March 27, 2001, and May 17, 2001, Shaber and Wright deposited at least 600,000 Tekron shares into the Bonaventure brokerage account. Between May 29, 2001, and October 15, 2001, Shaber and Wright sold 280,500 of these shares for approximately $575,553;

o. On or about November 12, 1999, Shaber and Wright sold their controlling interest in Van American Capital (which was subsequently renamed as "Salesrepcentral.com, Inc.") to unspecified persons for $400,000. Between November 10, 1999 and June 14, 2000, Shaber and Wright deposited at least 137,375 Van American Capital shares into the Bonaventure brokerage account. Between December 14, 1999, and August 15, 2000, Shaber and Wright sold these shares for approximately $672,201;

p. On or about April 24, 2001, Shaber and Wright sold their controlling interest in Whistler to unspecified persons for an unknown amount. On February 14, 2001 and October 1, 2001, Shaber and Wright deposited at least 384,500 Whistler shares into the Bonaventure brokerage account. Between March 13, 2001, and November 6, 2001, Shaber and Wright sold 333,300 of these shares for approximately $519,602; and

q. On or about February 13, 2000, Shaber and Wright sold their controlling interest in White Rock to unspecified persons for $500,000. On February 11, 2000, Shaber and Wright deposited at least 140,000 White Rock shares into the Bonaventure brokerage account. Between March 21, 2000, and November 13, 2000, Shaber and Wright sold all of these shares for approximately $315,151;

r. Shaber and Wright withdrew Wildomar's Form SB-2 Registration Statements after being notified of the Commission's investigation into their activities.

40. Defendants failed to file with the Commission Forms 3 disclosing their beneficial ownership of securities issued by American Toy Vending, Calipso, Core Systems, Del Cerro Enterprises, Dicut, Diversified Marketing, Executive Help Services, G.P. Properties, Keystone, Moranzo, Palomar Enterprises, Sacio, Shanecy, Tekron, Van American Capital, Whistler, White Rock and Wildomar within ten days of the effective date of the Form 8A or 10-SB Registration Statements filed by those issuers. Further, Defendants failed to file with the Commission Schedules 13(d) and Forms 4 detailing their acquisition and disposal of shares in the Shell Entities.

41. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

42. Defendants, directly or indirectly, singly or in concert with others, in connection with the purchase and sale of securities, by use of the means and instrumentalities of interstate commerce and by use of the mails, have: (a) employed devices, schemes and artifices to defraud; (b) made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaged in acts, practices and courses of business which operate as a fraud and deceit upon purchasers, prospective purchasers, and other persons.

43. Defendants knowingly or recklessly engaged in the conduct described in this Claim.

44. By reason of the foregoing, Defendants have violated, and unless enjoined, will continue to violate the provisions of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

45. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

46. Defendants, directly or indirectly, singly or in concert with others, in the offer and sale of securities, by use of the means and instruments of transportation and communication in interstate commerce and by use of the mails, have: (a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaged in transactions, practices, and courses of business which operate or would operate as a fraud or deceit upon purchasers of securities.

47. Defendants knowingly, recklessly or negligently engaged in the conduct described in this Claim.

48. By reason of the foregoing, Defendants have violated and, unless enjoined, will continue to violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

49. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

50. Defendants, directly or indirectly, singly or in concert with others: (a) without a registration statement in effect as to the securities, (i) made use of the means or instruments of transportation or communication or the mails to sell such securities through the use or medium of a prospectus or otherwise, or (ii) carried or caused to be carried through the mails, or in interstate commerce, by any means or instruments of transportation, such securities for the purpose of sale or for delivery after sale; and (b) made 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 a prospectus or otherwise securities for which a registration statement had not been filed as to such securities.

51. By reason of the foregoing, Defendants 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)].

52. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

53. Section 13(d) of the Exchange Act and Rule 13d-1 thereunder require that any person that acquires more than 5% of a company's class of stock registered under Section 12 of the Exchange Act must notify the Commission within 10 days of the acquisition.

54. Defendants had beneficial ownership of more than 5% of each of the Shell Entities' outstanding shares of common stock during the time the Shell Entities were public reporting companies. Defendants were required to file Schedule 13D with the Commission, but failed to do so.

55. By reason of the foregoing, Defendants Shaber and Wright violated and, unless enjoined, will continue to violate Section 13(d) of the Exchange Act [15 U.S.C. § 78m(d)] and Rule 13d-1 thereunder [17 C.F.R. § 240.13d-1].

Violations of Section 16(a) of the Exchange Act
and Rules 16a-2 and 16a-3 Thereunder

56. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

57. Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder require that any person that directly or indirectly beneficially owns more than 10% of a company's class of stock registered under Section 12 of the Exchange Act must notify the Commission by the effective date of a registration statement filed pursuant to Section 12(g) or within ten days after he becomes a beneficial owner of more than 10% of a company's class of stock registered under Section 12 of the Exchange Act. Additionally, Section 16(a) of the Exchange Act requires that if there has been a change of such ownership during a month, the reporting persons shall file with the Commission a statement indicating their ownership at the end of the calendar month and the changes in that ownership that occurred during the month. Exchange Act Rule 16a-3 requires that initial statements of beneficial ownership be filed on Form 3, and that statements of changes in beneficial ownership be filed on Form 4.

58. Defendants had beneficial ownership of more than 10% of outstanding shares of common stock of each of the Shell Entities while the entities were public reporting companies and had a class of stock registered under Section 12 of the Exchange Act. Defendants were required to file Forms 3 with the Commission, but failed to do so. Further, defendants Shaber and Wright failed to file Forms 4 notifying the Commission of changes in their holdings relating to the shares in the Shell Entities they controlled. Accordingly, defendants violated Section 16(a) and Rules 16a-2 and 16a-3 thereunder.

59. By reason of the foregoing, Defendants violated and, unless enjoined, will continue to violate Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rules 16a-2 and 16a-3 thereunder [17 C.F.R. §§ 240.16a-2, 16a-3].

Aiding and Abetting Violations of Section 13(a) of the Exchange Act
and Rules 12b-20, 13a-1 and 13a-13 thereunder

60. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

61. Each of the Shell Entities was a public company whose common stock was registered with the Commission and required to file annual and periodic reports with the Commission in accordance with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. Exchange Act Rule 12b-20 requires that such reports contain, in addition to disclosures expressly required by statute and rules, such other information as is necessary to ensure that the statements made are not, under the circumstances, misleading. Section 20(e) of the Exchange Act establishes that any person that knowingly provides substantial assistance to another person in violation of a provision of the Exchange Act, or any rules or regulations issued thereunder, is deemed to be in violation of any such provision to the same extent as the person to whom such assistance is provided.

62. Defendants Shaber and Wright knowingly or recklessly provided substantial assistance to each of the Shell Entities in filing false and misleading reports and forms with the Commission in violation of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.

63. By reason of the foregoing, Defendants Shaber and Wright aided and abetted violations of, and unless enjoined, will continue to aid and abet violations of, Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1 and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 13a-1 and 13a-13].

64. Plaintiff Commission hereby incorporates paragraphs 1 through 40 as if fully set forth herein.

65. Relief Defendants received funds and property from one or more of Defendants, which are the proceeds, or are traceable to the proceeds, of the unlawful activities of Defendants, as alleged above.

66. Relief Defendants obtained the funds and property alleged above as part of and in furtherance of the securities violations alleged in paragraphs 1 through 40 and under circumstances in which it is not just, equitable or conscionable for them to retain the funds and property. As a consequence, Relief Defendants were unjustly enriched.

WHEREFORE, the Commission respectfully requests that this Court enter a judgment:

i) Permanently enjoining Defendants from further violating Sections 5(a), 5(c) and 17(a) of the Securities Act and Sections 10(b), 13(d), and 16(a) of the Exchange Act and Rules 10b-5, 13d-1, 16a-2 and 16a-3 thereunder and permanently enjoining Defendants Shaber and Wright from further aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder;

ii) Permanently enjoining Defendants Shaber and Wright from acting as a director or officer of any issuer having a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)];

iii) Permanently enjoining Defendants pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)] from participating in the future in any offering of penny stock;

iv) Ordering Defendants to provide an accounting of all ill-gotten gains from the conduct alleged herein;

v) Ordering Defendants and Relief Defendants to disgorge all ill-gotten gains from the conduct alleged herein, with prejudgment interest;

vi) Ordering Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; and

Respectfully submitted,

By: ___________________________

HAROLD R. LOFTIN, JR.
Texas Bar. 12487090
J. KEVIN EDMUNDSON
Washington D.C. Bar No. 430746
United States Securities and Exchange Commission
Fort Worth District Office
Burnett Plaza, Suite 1900
801 Cherry Street, Unit #18
Fort Worth, TX 76102-6882
(817) 978-6450(HRL)
(817) 978-1411(JKE)
(817) 978-4927 (facsimile)

IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION

Modified: 10/01/2003

IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

Modified: 10/01/2003

IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION