U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20440 / January 25, 2008
Accounting and Auditing Enforcement Release No. 2773 / January 25, 2008
SEC v. Michael K. Openshaw, United States District Court for the District of Utah (Civil Action No. 2:07cv0977) (December 17, 2007)
The Securities and Exchange Commission announced that on January 23, 2008, the United States District Court for the District of Utah entered a Final Judgment against Michael K. Openshaw for violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2 thereunder, and for aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.
The Complaint alleged that from September through December of 2004, Openshaw, who was then CFO of Q Comm International, a Utah corporation, completed five unauthorized bank wires, transferring a total of $1,525,000 to a Q Comm vendor. It is alleged that Openshaw wired these funds without approval and without disclosing the transfers to the other members of Q Comm's management or its auditors. The Complaint also alleged that Openshaw concealed the transfers through improper accounting entries and by altering documents. The Complaint further alleged that Openshaw's acts caused Q Comm's financial statements for the year ended December 31, 2004 and the quarter ended March 31, 2005 to be materially misleading and to deviate from Generally Accepted Accounting Principles. Finally, the Complaint alleged that Openshaw falsely certified Q Comm's annual report for the year ended December 31, 2004.
Openshaw consented to the entry of the final judgment without admitting or denying the allegations in the Complaint. The final judgment permanently enjoined Openshaw from future violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2 thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder and barring him from serving as an officer or director of a publicly-held company.