U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19311 / July 26, 2005
SEC V. U.S. Wind Farming, Inc., William L. Telander, et al., Case No. 05 C 4259 (N. D. Ill, filed July 25, 2005)
The Securities and Exchange Commission announced that on July 25, 2005, the Honorable Milton I. Shadur of the United Stated District Court for the Northern District of Illinois, Eastern Division, issued a Temporary Restraining Order (TRO) temporarily restraining: U.S. Wind Farming, Inc. (Wind Farming), William L. Telander, Raymond J. McNamee, Templar Financial, LLC, Mad World Capital Group, LLC, Time Limit Capital, LLC, Anthony M. Necoechea, 20th Century Jackson Equities, Inc., Charles S. Flemming, Ashlin Capital, LLC, and Kyoto Capital Group, LLC from violating Sections 5(a) and (c) of the Securities Act of 1933 (Securities Act) and temporarily restraining Wind Farming and Telander from violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder in connection with the offer and sale of Wind Farming's common stock. The Court also entered orders freezing the assets of Wind Farming and Telander, and temporarily barring Wind Farming, Telander, McNamee, Templar Financial, Mad World Capital, Time Limit Capital, Necoechea, 20th Century Jackson, Flemming, Ashlin Capital, and Kyoto Capital from participating in penny stock offerings, prohibited all of these defendants from destroying documents, and required all of these defendants to provide an accounting. The Commission's complaint also alleged that Michael D. Spadaccini and Oronex, LLC violated Sections 5(a) and (c) of the Securities Act in connection with the offer and sale of Wind Farming common stock.
The Commission's complaint alleged that Telander, Wind Farming's CEO and a recidivist who was permanently enjoined and criminally convicted for securities fraud in 1994, caused Wind Farming to improperly issue millions of unregistered shares to McNamee, Necoechea, Flemming, Spadaccini, and entities that they controlled. The entities these defendants controlled purported to be Pennsylvania accredited investors, but in reality these entities were mere conduits for Telander and Wind Farming to access the public market for financing. From April 2004 through the spring of 2005, Telander issued millions of unregistered shares to these entities with the expectation that Wind Farming would, in turn, receive payments from the sales proceeds. After Telander caused Wind Farming to issue McNamee, Necoechea, Flemming, and Spadaccini unregistered shares, through the entities they controlled, these individuals quickly caused the entities they controlled to dump their unregistered shares into the public market. From June 2004 to May 2005, as these sales occurred, Telander and Wind Farming created artificial demand for Wind Farming stock by issuing false and misleading press releases regarding Wind Farming's business operations, financial condition and business relationships. At the same time, Wind Farming's website touted the business accomplishments of Telander without disclosing his prior disciplinary and criminal history. At least Necoechea and Flemming made payments to Wind Farming with proceeds from their sales of unregistered shares at prices buoyed by Telander's and Wind Farming's fraudulent activities.
On June 9, 2005, the Commission entered an order suspending trading in Wind Farming's stock for a ten-day period. The Complaint seeks the entry of temporary, preliminary and permanent injunctions against Wind Farming, Telander, McNamee, Templar Financial, Mad World Capital, Time Limit Capital, Necoechea, 20th Century Jackson, Flemming, Ashlin Capital, and Kyoto Capital. The Complaint also seeks the entry of permanent injunctions against Spadaccini and Oronex. Further, the Complaint seeks the entry of temporary, preliminary and permanent penny stock bars against Wind Farming, Telander, McNamee, Templar Financial, Mad World Capital, Time Limit Capital, Necoechea, 20th Century Jackson, Flemming, Ashlin Capital, and Kyoto Capital. Finally, the Complaint seeks disgorgement of profits from all defendants and the imposition of civil penalties against all defendants.
The Commission acknowledges the assistance and cooperation of the Pennsylvania Securities Commission and the National Association of Securities Dealers Division of Market Regulation.