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A Minnesota general contractor pleaded guilty Thursday to a scheme to hijack dormant shell companies and then pump-and-dump their stock shares on the over-the-counter market to unwitting investors.
Mark Miller is the second person to admit guilt in the brazen scam, which ran from 2017 through 2019, and involved the fraudulent takeovers of at least four publicly traded companies that had no effective business, and had failed to make required regulatory filings for some time.
Miller’s co-defendant, Christopher James Rajkaran, previously pleaded guilty to a single count of conspiracy to commit securities fraud last week in U.S. District Court in Minneapolis.
Miller pleaded guilty in that court to that same charge. Like Rajkaran, he will have the 14 other criminal counts he was charged with dismissed when he is sentenced later, pursuant to a plea agreement with federal prosecutors.
The 44-year-old MIller is free on bond. But Rajkaran, a 36-year-old who lives in Queens, New York, is being detained without bail as a flight risk due to his connections to the nation of Guyana.
A third defendant, Saied Jaberian, 59, of Hopkins, Minn., has pleaded not guilty to charges of conspiracy, securities fraud and wire fraud, and is awaiting trial.
As part of his plea, Miller agreed to forfeit $38,000 in ill-gotten proceeds.
Federal sentencing guidelines suggest that he receive a prison term of between 30 and 37 months, and a fine of between $10,000 and $100,000.
But Judge David Doty will determine Miller’s actual punishment at sentencing.
During his plea hearing, Miller gave brief answers acknowledging his understanding of the plea agreement and a description of his criminal acts as detailed by a prosecutor.
“I’m guilty of the summary that you walked through,” Miller told the prosecutor.
The three defendants were charged in June with a scheme to use resignation letters purporting to be from other people to seize control of four shell companies — Digitiliti, Encompass Holdings, Bell Buckle Holdings, and Utilicraft Aerospace Industries.
Miller and Jaberian, as well as an unidentified person related to Miller, became the nominal CEOs and presidents of the targeted companies, according to prosecutors.
Miller admitted using the Securities and Exchange Commission’s EDGAR public filing system and bogus press releases to inflate the share prices of those companies by claiming new business opportunities, when in fact the firms had no significant operations or revenue.
Miller admitted that he and his co-defendants bought millions of shares of stock in the companies, in many cases for far less than a penny per share, and then sold them on the over-the-counter market for many times what they paid for them. Prosecutors have said the trio earned hundreds of thousands of dollars in profits from the scheme.
At the time he was indicted, Miller was involved in an effort to seize control of a Florida penny-stock company, New World Gold Corp., which is not named as one of his seven targets in either the criminal case or a civil lawsuit against Miller filed by the SEC.
Miller voluntarily dropped a lawsuit he filed in Florida as part of his effort to take over New World Gold less than two weeks after CNBC reported his involvement with that company.
After he was criminally charged this summer, Miller resigned as a member of the city council of Breezy Point, Minn.