U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 23527 / May 3, 2016
Securities and Exchange Commission v. George A. Moore III, et al., Civil Action No. 3:16-cv-208 (W.D.N.C.) (May 3, 2016)
The Securities and Exchange Commission today charged George A. Moore III of Durham, North Carolina, the former CEO of Solarbrook Water and Power Corporation, and Joseph R. DeRosa of Cornelius, North Carolina with violating the antifraud and offering registration provisions of the federal securities laws.
According to the SEC's complaint, Moore and Joseph DeRosa caused Solarbrook to issue more than 10 million restricted shares of Solarbrook common stock to Lisa DeRosa pursuant to a falsified consulting agreement and a backdated convertible debenture. The SEC's complaint further alleges that Joseph DeRosa forged an attorney opinion letter that he submitted to Solarbrook's transfer agent together with falsified Solarbrook documents created and provided by Moore, in a successful effort to deceive the transfer agent into removing the restrictive legend on the Solarbrook shares that had been issued to Lisa DeRosa of Cornelius, North Carolina.Joseph DeRosa subsequently submitted those and other falsified documents to two broker-dealers in an ultimately successful scheme to sell the unregistered shares into the public marketplace.
The SEC's complaint alleges that Moore and Joseph DeRosa violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.Lisa DeRosa is named as a relief defendant for the purposes of recovering profits from the sale of Solarbrook shares.
Without admitting or denying the allegations in the SEC's complaint, Moore and Joseph DeRosa have consented to the entry of judgments permanently enjoining each of them from violating Sections 5 and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and barring each of them from participating in penny stock offerings.The judgment against Moore also will bar him from serving as an officer or director of any public company.The judgments against Joseph DeRosa and Lisa DeRosa will order them to pay, jointly and severally, disgorgement and prejudgment interest in the amount of $30,570.The judgment against Joseph DeRosa will order him to pay a civil penalty in the amount of $26,175.The settlements are subject to approval by the Court.
Separately, the Commission today issued an Order of Suspension of Trading in the securities of Solarbrook (ticker symbol:SLRW).Solarbrook was administratively dissolved by the State of North Carolina in 2012.
The SEC's investigation was conducted by Vinyard Cooke and Robert Nesbitt and supervised by Yuri B. Zelinsky.The SEC's litigation will be led by Gregory N. Miller.The SEC appreciates the assistance of the Financial Industry Regulatory Authority.