Global Materials & Services Inc. (GBMS.PK)

The Commission also instituted administrative and cease-and-desist proceedings against Finance 500, Inc., a brokerage firm located in Irvine, Calif. The Commission found that Finance 500 provided the brokerage services for the employee stock option programs despite red flags indicating that the employees were being used as conduits. Finance 500, without admitting or denying the SECâs findings, consented to the issuance of an order censuring it, ordering it to cease and desist from committing or causing future registration violations, and requiring payment of $271,484 in disgorgement and $74,015 in prejudgment interest.

Five companies charged â� Angel Acquisition Corp., Global Materials, NW Tech, Winsted Holdings, and Zann Corp. â� settled the SECâs charges without admitting or denying the allegations. They all consented to being permanently enjoined from future registration violations, and Global Materials also consented to being permanently enjoined from future fraud violations based on the SECâs allegations that it fraudulently used Form S-8 to enrich Owens through the use of sham consultants.

The Commissionâs investigation is continuing.

-

The SECâs complaints further alleged that the companiesâ programs had features that, taken together, virtually guaranteed that the options would be exercised and the underlying shares simultaneously sold to the public at or near the time the options were granted. First, the optionsâ exercise price, which was typically set at 85 percent of the sale proceeds from the optionsâ underlying shares, floated with the market value of a companyâs stock at the time of exercise. Second, the options vested immediately, meaning that no conditions needed to be met before the options could be exercised. Third, a cashless exercise method was used so that the exercise price was paid from the sale proceeds of the underlying shares rather than directly by the employees. Other than opening brokerage accounts and signing blank letters of authorization, the companiesâ employees made no decisions regarding the optionsâ exercise or the sale of the underlying shares during the course of the programs.

The Commission today instituted cease-and-desist proceedings against Alexander & Wade, Inc. (AWI), a San Diego investment banking firm, and its agent James Lee for causing the registration violations. AWI and Lee allegedly introduced the programs to the companies and advised them on how to implement and administer the programs.

-

According to two SEC complaints filed on August 6 in federal district court in Orange County, Calif., Global Materials and five other companies â� Angel Acquisition Corp., Marshall Holdings International Inc., NW Tech Capital Inc., Winsted Holdings Inc., and Zann Corp. â� improperly registered shares issued under their employee stock option programs on SEC Form S-8 registration statements. The Commission also charged Marshall Holdingsâ officers Richard A. Bailey and Florian R. Ternes and Winsted Holdingsâ former officer Mark T. Ellis with implementing and administering their companiesâ employee stock option programs.

Form S-8 statements may be used to register shares issued to compensate employees and consultants and have abbreviated disclosure requirements as compared to statements registering shares used to raise capital. The SEC alleges, however, that the programs violated the registration requirements of the Securities Act of 1933 by functioning as public offerings that raised capital.

-

Washington, D.C., Aug. 7, 2008 (LAWFUEL) â� The Securities and Exchange Commission has charged six microcap companies, four company officers and several market professionals for their roles in a scheme to raise millions of dollars in capital through improperly registered stocks to fund the companiesâ struggling businesses.

In four separate enforcement actions, the SEC alleged that these public offerings dumped billions of shares on the market through so-called employee stock option programs. These share offerings were improperly registered on Form S-8, which is a simplified registration statement used for compensating employees and consultants. In fact, the programs functioned as public offerings in which the companies used their employees as conduits to the market so that they could raise capital without complying with the securities laws. They then received at least 85% of the proceeds from the sharesâ sales as payment for the optionsâ exercise price. The SEC further alleged that one of the companies, Global Materials & Services, Inc., and its former officer, Stephen J. Owens, committed securities fraud when they issued shares to sham consultants who then kicked back over 60% of the sharesâ sales proceeds to Owens and his other businesses.

â�In bringing these charges, the Commission is sending the clear message that it will not only aggressively pursue companies that violate the registration provisions, but also the gatekeepers who provide a roadmap for violating these provisions,â� said George Curtis, Deputy Director of the SECâs Division of Enforcement.

Merri Jo Gillette, Regional Director of the Chicago Regional Office, added, â�Form S-8 offerings, when used legitimately, give companies a streamlined method of compensating employees with stock. The Commissionâs actions allege that the defendants abused this offering process to sell stock to the general public without providing necessary di...

these filing are very old...2006

last 2 Filings

05/12/2006 (16:20 ET)

GBMS.PK: Filed New Form 15-12G, 12g Registration Termination

01/27/2006 (06:13 ET)

GBMS.PK: Filed New Form 10QSB/A, Quarterly Report

Employees : only 5

As showen in knobias site

:-)

what is the relations between >> Global Innovation Corp ( GINV.OB )
and Global Materials & Services Inc ( GBMS.PK )

THANKS :-)