Former Gov. Toney Anaya has agreed to settle Securities and Exchange Commission civil charges that he misled investors in a publicly traded company he ran from 2009 to 2011 when he failed to disclose to investors the fraud-related legal problems of two consultants who were in fact running the company.
The SEC also brought civil charges against the company, Natural Blue Resources Inc., and the consultants, Joseph A. Corazzi of Albuquerque and James E. Cohen of Windermere, Fla.
The agency said Natural Blue was a privately held company in Nevada that went public in August 2009 by merging with a publicly traded company. Anaya served as CEO from August of 2009 through January of 2011.
The SEC accused Corazzi and Cohen of perpetrating “a fraudulent scheme” to conceal their “disciplinary histories” in order to control the company and to receive “money and significant shares of stock, all the while making decisions that resulted in no revenues or viable business operations.”
A SEC order issued Wednesday said Anaya, without admitting or denying the findings in the SEC’s order, had agreed to a five-year ban from participating in any offering of a penny stock.
In a news release, the SEC said Anaya, an attorney and lobbyist based in Santa Fe, “has cooperated extensively with the SEC’s investigation.”
Anaya served as governor of New Mexico from 1983 to 1986 and attorney general from 1975 to 1978.
Corazzi settled a 2002 SEC civil action by agreeing never to act as an officer or director of a public company again. The SEC charged that as CEO of Las Vegas Entertainment Network Inc., Corazzi had overstated the value of the company’s assets.
Corazzi did not admit or deny the allegations, but he agreed to pay $75,000 in civil penalties.
The SEC order said Cohen had been sentenced by a state court in New York to one to three years in prison and paid $545,000 in restitution after pleading guilty to attempted enterprise corruption and attempted grand larceny.
Attorneys for Anaya and Corazzi could not be reached Wednesday. Phone calls placed to Anaya’s Santa Fe office were not answered.
According to the order, Anaya misled Natural Blue investors when he failed to disclose Corazzi and Cohen’s legal problems and that they “exercised substantial influence and control over Natural Blue as de facto officers.” The order said Anaya knew of the men’s history and knew they were acting as de facto officers.
The SEC said Anaya and his successor, Erik Perry, “deferred to Cohen and Corazzi in derogation of their responsibilities” as CEO and board chairman.
Perry, whom the SEC says moved to Sofia, Bulgaria, from Beverly, Mass., in 2011, has agreed to a $150,000 penalty and a permanent ban from acting as an officer or director of a public company.
“Natural Blue’s purported mission was to create, acquire or otherwise invest in environmentally friendly companies,” the order said.
Among other things, the company planned “to locate, purify and sell water recovered from underground aquifers in New Mexico,” an idea the order said was “formulated by, among others, Anaya.”
The SEC said Natural Blue used office space in Florida, where Cohen had a private office.
“Virtually all of the officers and directors first appointed at Natural Blue after it became a public company were recommended to the board by Cohen and Corazzi (who had installed their associates on the board when Natural Blue was still private),” the order said.
The SEC charges Cohen “orchestrated” the merger that made Natural Blue a publicly traded company. Since Cohen and Corazzi couldn’t serve openly as officers or directors, they “pressured the board of directors and Natural Blue executives into approving the consultancy agreements with JEC Corp., Cohen’s family-owned company,” the order said.
The SEC said the men recommended virtually all of the people who filled board seats or were key officers and that most of those people “had a significant pre-existing business and/or social relationship to Cohen or Corazzi.”
The order said that while Anaya was CEO, he could not get financial records from Natural Blue’s chief financial officer, who was “an associate of Cohen’s with whom Cohen shared office space.”
The SEC said Cohen and Corazzi “orchestrated a total change of corporate control for Natural Blue without involving Anaya in any of the negotiations.”
By the time Anaya resigned in January 2011, his control of “nearly all day-to-day management issues was usurped” by Cohen and Corazzi.
The SEC said Cohen and companies affiliated with Cohen received $350,000 in payments from May 2009 to August 2010. Companies affiliated with Corazzi were paid $171,000.
Through family members and business entities, Cohen and Corazzi controlled about 16 percent of Natural Blue stock, according to the order.