U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 23234 / April 8, 2015
Securities and Exchange Commission v. 8000, Inc., Jonathan E. Bryant, Thomas J. Kelly, and Carl N. Duncan, Esq., Civil Action No. 12-civ-7261
Court Orders U.K. Man to Pay More Than $3 Million in U.S. Stock Manipulation Scheme
The Securities and Exchange Commission announced today that on April 7, 2015, the U.S. District Court for the Southern District of New York entered a final judgment against Jonathan E. Bryant of Crewe, Cheshire, United Kingdom which ordered Bryant to pay a total of $3,168,184.70 in a stock manipulation case filed by the Commission in 2012. Bryant is the Chief Executive Officer of 8000, Inc., a now defunct Virginia-based company. The Commission alleges that, in 2009 and 2010, Bryant directed a scheme to inflate 8000, Inc.'s stock price while secretly controlling a majority of the company's shares and directing its operations.
In addition to Bryant, the Commission's complaint, filed on September 27, 2012, also charged 8000, Inc., the company's former Chief Executive Officer, Thomas Kelly of Levittown, Pennsylvania, and the company's attorney, Carl N. Duncan of Bethesda, Maryland. The complaint alleged that the defendants participated in a scheme to manipulate the trading volume and price of 8000 Inc.'s common stock by disseminating false information about the company and simultaneously selling or facilitating the sale of its securities which were not supposed to be for sale to the general public. According to the complaint, from November 2009 through October 2010, Bryant and Kelly disseminated financial reports and press releases falsely representing that 8000, Inc. had millions of dollars in capital financing and revenues when, in fact, the company had neither. As 8000, Inc.'s stock price rose based on the false information they were disseminating, Bryant profited by selling 56.8 million "restricted" shares of 8000, Inc. into the market. Because the shares were restricted, they should not have been sold into the market at that time. The complaint alleged that Duncan provided false legal opinions removing the trading restrictions on the stock, and that Kelly profited from the scheme by buying and selling the company's securities in the secondary market. The complaint alleged that the defendants' scheme increased the volume of trading in 8000, Inc. by 93% and the company's stock price from less than $0.01 per share to $0.42 per share between November 2009 and October 2010.
Bryant consented to the entry of this final judgment. The final judgment permanently enjoins Bryant from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. The final judgment also orders Bryant to disgorge the $2,969,525 in profits that he realized from selling 8000, Inc.'s restricted securities and to pay $198,659.70 in pre-judgment interest. Additionally, the final judgment bars Bryant from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, and permanently bars him from participating in an offering of a penny stock.
The final judgment against Bryant follows a judgment by consent that the court entered against Kelly on June 6, 2013, which permanently enjoins Kelly from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. It also permanently bars Kelly from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, and permanently bars him from participating in an offering of a penny stock. On September 2, 2014, after a hearing, the court ordered Kelly to pay $415,569 in profits that he realized from trading in 8000 Inc.'s securities in the secondary market and to pay $46,697 in pre-judgment interest.
Duncan agreed to settle the Commission's action at the time it was filed. In December 2012, the court entered a final judgment against Duncan that permanently enjoins Duncan from violating Sections 5(a), 5(c), and 17(a)(2) of the Securities Act, permanently enjoins him from participating in the preparation and issuance of certain opinion letters, bars him from participating in an offering of a penny stock, and ordered him to disgorge $15,570 in unlawful proceeds and to pay $524.98 in prejudgment interest and a $25,000 civil money penalty. Duncan also consented to an administrative order issued pursuant to Rule 102(e)(3) of the Commission's Rules of Practice permanently suspending him from appearing or practicing before the Commission as an attorney.
The Commission's motion for a default judgment against 8000, Inc. is pending.
For additional information, see Litigation Release No. 23110 (Oct. 10, 2014), Exchange Act Release No. 68501 (Dec. 20, 2012), Litigation Release No. 22495 (Sept. 27, 2012), and Exchange Act Release No. 34-63242 (Nov. 4, 2010).