Securities Lawyers Gone Wild l Carl Duncan

 Carl Duncan Attorney
Securities Lawyer 101 Blog

On September 27, 2012, the SEC charged 8000, Inc. and Carl Duncan, Esq. for his role in a scheme to manipulate 8000, Inc.’s stock price. The SEC complaint alleges that certain defendants misrepresented 8000, Inc.’s financial condition to investors while simultaneously selling, or facilitating the sale of, the company’s securities in violation of the antifraud and securities registration provisions of the federal securities laws. 

The Securities of 8000, Inc., were quoted on OTC Pink operated by OTC Markets Group LLC (OTC Markets).  The complaint alleges that the shares one defendant sold were allegedly “restricted” shares that he should not have sold into the market at that time.


The Commission’s complaint charges that securities attorney, Carl N. Duncan, who served as securities counsel to 8000, Inc., participated in the scheme by providing false legal opinions to the company’s transfer agent that improperly removed the restrictions on shares of stock and defendants to unlawfully sell the restricted shares into the market.  According to the complaint, Carl N. Duncan also provided false legal opinions to OTC Markets that ensured that 8000, Inc.’s common stock would continue to be quoted on OTC Pink.  Carl N. Duncan, of Bethesda, Maryland, received one million shares of 8000, Inc.

Carl N. Duncan agreed to settle the SEC action, without admitting or denying the allegations in the SEC’s complaint, consented to the entry of a final judgment that would permanently enjoin him from violating Sections 5(a), 5(c), and 17(a)(2) of the Securities Act and from preparing or issuing any opinion letter in connection with the offer or sale of securities pursuant to, or claiming an exemption under, Section 4(1) of the Securities Act and Rules 144 and 802 under the Securities Act, including without limitation, signing an opinion letter or preparing an opinion letter to be signed by another person, related to such offering.  The final judgment also barred Duncan from participating in the offering of any penny stock and order him to disgorge the $15,570 in legal fees and to pay $524.98 in prejudgment interest and a $25,000 civil penalty.  Duncan, in a related SEC administrative proceeding was permanently suspended from appearing or practicing before the Commission as a securities attorney.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855