The SEC has charged Caroline Winsor, a Canadian stock promoter, Richard W. Walchuk, the president and Chief Executive Officer of Viosolar Inc. and Lisa A. Esposito, a former registered representative, in connection with the manipulation of the common stock of two penny stock issuers, Violsolar and FACT Corporation.
According to the SEC, Lance W. Bauerlein aided and abetted the manipulation of FACT corporation’s common shares.
Violsolar is purportedly an alternative energy company in the business of constructing solar parks in Greece and other south and southeastern European Union countries. Viosolar’s common stock is quoted on the OTCBB and OTC Link under the symbol VIOSF.
FACT Corporation is purportedly engaged in developing, licensing and supplying functional bake mixes to manufacturers of bakery and pasta products. The company’s common shares are quoted on the OTC Link under the symbol FCTOA.
At all times relevant to the SEC charges, Winsor’s daughter Jacqueline Danforth was president and CEO of FACT Corporation. International Securities Group (“ISG”), a Canadian corporation controlled by Winsor, was the largest shareholder of FACT.
Both Viosolar and Fact Corporation have a class of securities registered pursuant to 12(g) of the Securities Exchange Act and are SEC filers.
According to the SEC complaint, Winsor and Walchuk paid kickbacks to a consultant they believed had connections to a corrupt registered representative in exchange for generating purchases of the common shares of Viosolar and FACT Corporation.
In reality, the consultant was cooperating with the United States government!The SEC charges that Winsor and Walchuk, aided and abetted by Esposito, paid at least $1,000 to the consultant for the purchase of at least 5,000 shares of Viosolar common stock and, aided and abetted by Esposito and Bauerlein, paid the consultant at least $1000 to purchase 12,500 shares of FACT Corporation’s common stock. According to the SEC, these payments were made to generate stock purchases by creating trading volume, which would lead to an increase in the stock price.
The SEC is seeking disgorgement and civil penalties as well as judgments restraining Viosolar, Winsor, Esposito, Bauerlein and Walchuk from violating Section 10(b) of the Securities Exchange Act of 1934, (the “Exchange Act”) and Rule 10b-5 thereunder.
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