Litigation Release No. 22501 / October 1, 2012
Accounting and Auditing Enforcement Release No. 3480 / October 1, 2012
United States Securities Exchange Commission v. Sunrise Solar Corporation, Eddie D. Austin, Jr., and Carolyn Austin, Civil Action No. 5:12-cv-00918-OLG (W.D. Tx.)(September 28, 2012)
SEC Charges Three for Their Roles in Manipulating the Market for Sunrise Solar Corporation Stock
On September 28, 2012, the Securities and Exchange Commission charged Texas-based Sunrise Solar Corporation, its former CEO Eddie D. Austin, Jr. (Austin), and his wife Carolyn Austin for their involvement in a fraudulent market manipulation scheme.
The SEC’s Complaint alleges that between July 25, 2008 and May 26, 2009, Austin drafted, reviewed, and approved numerous false and misleading press releases that portrayed Sunrise as a thriving business operating in the solar power industry. Among other things, these press releases represented that the company had received contracts and was in advanced negotiations to provide solar power to numerous international businesses that, if completed, would generate millions in revenue. The Complaint alleges that these representations were false. In addition, the Complaint alleges that Sunrise filed, and Austin certified, two annual reports that failed to disclose Austin’s recent bankruptcy filing. Finally, the Complaint alleges that Carolyn Austin received and sold 300,000 shares of Sunrise stock in transactions that should have been registered with the Commission, receiving $174,471 in improper proceeds.
The SEC charges Sunrise with violating Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1, and 13a-11 thereunder. It further alleges that Austin violated, or aided and abetted violations of, Sections 10(b), 13(a), and 16(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-14, 16a-2, and 16a-3 thereunder; and that Carolyn Austin violated Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act). Without admitting or denying the SEC’s allegations, both Austins have consented to entry of final judgments permanently enjoining them from these violations. In addition, Austin is barred from acting as an officer or director of a public company and from participating in an offering of penny stock, and must pay a $40,000 civil penalty. Carolyn Austin must pay disgorgement of $174,471, plus prejudgment interest of $22,982. The settlements are subject to the Court’s approval.