A Breezy Point city councilman resigned his post this week after being indicted for securities fraud, allegedly “hijacking” dormant public companies to manipulate their share prices.
The city councilor, Mark A. Miller, is also the target of a separate lawsuit — with similar allegations — by the U.S. Securities and Exchange Commission (SEC).
Miller, 43, was indicted earlier this month in U.S. District Court in Minneapolis along with Saied Jaberian, 59, of Hopkins, and James Rajkaran, 35, of Queens, New York, and Guyana. The SEC suit, also in federal court in Minneapolis, names Miller only.
Miller did not return a phone call, and his attorney declined to comment. The other two defendants could not be reached for comment.
Miller and the other defendants allegedly engaged in a so-called “pump-and-dump” scheme with penny stocks, acquiring large amounts of shares in inoperative shell companies, court documents said. The shares traded in over-the-counter markets at a fraction of a cent.
The defendants would take control of the shell companies by filing fake documents with the SEC, announcing that they were replacing existing management teams who had purportedly resigned, prosecutors claim in court filings.
The defendants would then allegedly issue false press releases and filings designed to pump up the hijacked companies’ stocks — and then sell their own holdings at fraudulently inflated prices.
Miller, a general contractor by trade, resigned Wednesday from the Breezy Point City Council, two days after the U.S. Attorney’s Office announced that the indictment had been unsealed.
In his resignation letter, Miller said he was quitting immediately and gave no reason.
Breezy Point, with a population of 2,346 in the 2010 census, is a growing town in the Brainerd Lakes area.
Miller, identified as a Republican on a Brained Lakes Chamber of Commerce website, was elected to the Breezy Point council in November. His term was to run through 2024. He is the principal executive of MJ Builders, according to a filing with the Minnesota Secretary of State’s Office.
The indictment lists four stocks that were allegedly manipulated by Miller and/or other defendants between 2017 and 2019, including Digitiliti Inc., a dormant Minnesota company that purported to provide online data protection.
Miller allegedly hijacked and assumed control of Digitiliti in September 2017 by drafting a fake resignation letter and board minutes falsely stating that the company’s prior CEO had resigned — and that he was the new CEO, according to the indictment. He bought 50,000 shares in the company soon thereafter.
In July 2018, Miller issued a press release falsely claiming that Digitiliti had entered negotiations to be bought out by a private company with “a proven track record of revenue generation and success in a highly desirable market sector,” the indictment continued.
Prosecutors say the release “was designed to pump up and fraudulently inflate the price of Digitiliti stock so that Miller could sell his shares at a profit.” The court filing did not say how much if any profit Miller made on Digitiliti.
However, the indictment alleges that Miller made returns on the shares of three other hijacked shell companies — Bell Buckle Holdings, Encompass Holdings and Utilicraft Aerospace Industries — of nearly 900%, more than 300% and approximately 140% respectively.