SEC Charges Microcap Company and Two Former Chief Executive Officers with Securities Violations
Litigation Release No. 24646 / October 17, 2019
Securities and Exchange Commission v. Michael J. Starkweather and Andiamo Corporation, No. 19-civ-5528 (E.D.N.Y., filed September 30, 2019)
Securities and Exchange Commission v. William White, No. 19-civ-4825 (E.D.N.Y., filed August 22, 2019)
The Securities and Exchange Commission announced charges against a microcap issuer of publicly-traded penny stock and two of its former chief executive officers for securities law violations, including the issuance of a materially false and misleading press release about the microcap issuer's business and aiding and abetting manipulative trading in the company's stock.
According to the SEC's first complaint, filed in federal district court in Brooklyn on August 22, 2019, William White of Michigan, while serving as CEO of Andiamo Corporation, a Wyoming Corporation, repeatedly arranged for a stock promoter to obtain heavily discounted shares of Andiamo common stock in return for kickbacks on manipulative matched trades. According to the SEC's second complaint, filed in federal district court in Brooklyn on September 30, 2019, Michael J. Starkweather of Ohio, while serving as CEO of Andiamo, fraudulently caused Andiamo to issue a false and misleading press release announcing the "unveiling" of a smartphone Andiamo had purportedly developed, touting the phone's technical features, and claiming that the phone was available for distribution. In reality, the complaint alleges, the purported smartphone did not exist, as Starkweather knew. The complaint further alleges that Starkweather accepted payment in connection with the issuance of forward-looking press releases, which were designed to prime the market in advance of the fraudulent press release.
The SEC's first complaint charges White with aiding and abetting the promoter's violations of the antifraud provisions of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and 10b-5(c) thereunder, and aiding and abetting the promoter's violations of the market manipulation provisions of Section 9(a)(1) of the Exchange Act. The SEC's second complaint charges Andiamo and Starkweather with violating the antifraud provisions of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and also charges Starkweather with control person liability under Section 20(a) of the Exchange Act and aiding and abetting Andiamo's fraud. Both complaints seek monetary and equitable relief against all defendants, and officer and director bars and penny stock bars against Starkweather and White.
The SEC appreciates the assistance of the United States Attorney's Office for the Eastern District of New York and the FBI.