+ All Categories
Home > Documents > SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Date post: 03-Nov-2014
Category:
Upload: scionscion
View: 108 times
Download: 3 times
Share this document with a friend
Popular Tags:
109
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK SECURITIES AND EXCHANGE COMMISSION, BRYANT RESPONSE TO COMPLAINT usoC ' SO . N ' \ . / JURY TRIAL DEMANDED OOCU!viLNf y FILED ELEC : IRO t t . -. £ .liC o I". C LL : ' . bliP "' January 24 2013 In response to Securities and Exchange Commission ("The Commission"), I, the defendant, namely Jonathan Bryant (Bryant), defending myself, deny all the allegations and charges laid by "The Commission" as outlined, addressing individually, and present detailed factual evidence to show that there was no wrong doing as alleged, that there was a failure in duty of care by "The
Transcript
Page 1: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND

EXCHANGE COMMISSION,

BRYANT RESPONSE TO COMPLAINT

usoC 'SO. N' \

./

JURY TRIAL DEMANDED

OOCU!viLNf y FILED

ELEC

:IRO

tt

.-.

£.liC

oI".

CLL

:' .

bliP "' January 24 2013

In response to Securities and Exchange Commission ("The Commission"), I, the defendant, namely

Jonathan Bryant (Bryant), defending myself, deny all the allegations and charges laid by "The

Commission" as outlined, addressing individually, and present detailed factual evidence to show that there

was no wrong doing as alleged, that there was a failure in duty of care by "The Commission", and that

specific events detrimental to the Company, I and the shareholders of 8000, Inc, were both ignored and

not addressed and were in contravention of "The Commissions" mandated duty of care.

Page 2: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

It is an important fact to state from the onset in relation to "The Commissions" false allegations

and charges relating to the 58.6M shares of 8000, Inc common stock that of the 58.6M shares alleged

Page 3: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

shares, 37.5M were used to collateralize loans, which is a demonstrable fact, and were never at any point

or stage in my name, my control or my accounts. Over 16.2M 8000 Inc shares are still held in accounts or

in physical certificate form and have not been sold. All stock that I purchased personally in cash was done

so appropriately and accordingly and these matters are dealt with later in this response. Therefore as fact

and demonstrable, 49.7M shares were never sold or dumped into the market under my control,

instruction or direction, as falsely alleged and charged by "The Commission". All of my personal stock

sales were conducted after multiple levels of review and approval and were undertaken over a significant

period of time, not dumped, and which can be proven. It is important to make this point due to the

continued malicious and deliberate actions of "The Commission" to harm or cause harm to me and my

reputation in order to dismiss the true facts.

An important note to show the length that I have gone to settle and the unreasonable obstacles

and excuses shown by "The Commission" to avoid at all costs is detailed, and demonstrates that there

are many questions that need answering as to why "The Commission" has acted in the way it has in

the avoidance of dealing with the issues in accordance with its mandate. In discussion with "The

Commission", namely Curtin, Bernstein and Kelcourse, it has always been my wish to settle as offered

and facilitated by the named SEC individuals above. However, having provided the unchallengeable

facts in an attempt to settle, the actions of "The Commission" have made the possibility impossible with

the below being an example of such practices:

I was asked by "The Commission" to show where the money

ts spent for and on behalf of 8000, Inc. I did so through documentation, third party confirmation, invoices, purchase

::lers and receipts, all of which were and are accepted documents to prove such matters. In addition, I also

provided tails of wring instructions

Page 4: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

showing the transfer of the monies to pay for such business expenses. Bernstein

received this information and informed me that although the money was spent

accordingly and as described, it could not be accepted as I had used one of his own

accounts and not the Company account and that this was the law.

I responded to this by quoting the law whereby in the

cumstances, it was acceptable to use any legitimate account for such practices. "The Commission" replied, it is

elevant as there was no agreement in place between myself and the Company.

I replied by showing documentation and fact that an

reement was in place, did exist and was known to and by all and covered the investment of the funds raised by

myself

:o 8000 Inc to build a company which I did. Upon this final proof that all was as described, "The Commission" having

'ered and recommended settlement decided the best course of action was to not respond further in any way shape or

·mother than to ask in January 2013 for myself to waive service for 8000 Inc.

I have concluded, and it is my opinion, that although it can be clearly and absolutely shown the

funds were raised as stated, shares were not dumped onto the market as charged and the evidence is

overwhelming in support of this, "The Commission" has placed unreasonable and insurmountable

obstacles in the way of reasonable and correct settlement process specifically related to myself, 8000

Inc, and by association, the shareholders of 8000, Inc.. This cycle of unsubstantiated dismissal by

Page 5: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

"The Commission" has continued unabated. When "The Commissions" questions are addressed

correctly and

Page 6: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

h

appropriately, new obstacles are created. When all obstacles are addressed and no more can be found,

then I and the Company receive radio silence and no communication, which is exactly how "The

Commission" has treated the shareholders of 8000 Inc for over two years and I suppose is purely a

tactic as there is no reasoning behind the actions based on the fact that their questions can and have

been answered.

This again is demonstrated in the fact the SEC and SEC individuals identified above are in

possession of facts regarding fraudulent activities against the shareholders of 8000, Inc as

acknowledged by the Office of the Chair of "The Commission" in writing dated 3'd May 2011, and has

not acted. It is extremely worrying when the public and companies rely on regulators who acknowledge

such acts against the shareholders of 8000, Inc and to do not act yet continue to progress when it is

shown the facts prove the allegations are unfounded. An example being the statement of "The

Commission" to the press that the 8000, Inc shop was a fabrication! Documents and lease agreements,

plus refurbishment carried out and paid for show this allegation to be false and should not have

been released to the press by "The Commission" in any way let alone as fact! Furthermore, I would

suggest that documentation, invoices, purchase orders , receipts and wire transfers with Banking

references are more than enough to prove without doubt, the funds raised as said were invested as

disclosed in 8000, Inc, of that there is no doubt.

To support and in evidence of the above, demonstrating the malicious and deliberate tactics to

discredit myself are those of information and statements being released to the press, please refer to a

recent story based on information released or accredited to "The Commission" dated 81 January 2013,

http://www.barbadostoday.bb/2013/01/08/us-probe-2/, whereby false claims are issued such as the

nonexistent shop 8000 Inc. As per the invoices, lease agreement, purchase orders, wire transfers and

Page 7: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

employment of a refurbishment company and builder, the shop was leased and in the process of

Page 8: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

refurbishment at Limegrove in Barbados. It is an absolute fact that the shop was leased with monies paid

in advance and that over one hundred thousand dollars was spent on refurbishment. This is a matter of

record and as now publicly it will be seen that "The Commission" has set about continuously and

maliciously to

discredit and cause myself harm using false and misleading information, not based on fact, and to be

specific, which is knowingly and deliberately false.

As a direct consequence of these malicious actions, I my family and I have been harassed and

abused publicly, lost our home and my ability to earn and provide for my family. However, I have

received the support of many of the shareholders of 8000 Inc and feel that public declaration of the facts

will allow them

to act, to take action and have recourse for the blatant failure of the duty of care of "The Commission" in

allowing such known abuse of the system in terms of illegal naked short selling of 8000 Inc, which has

been known to "The Commission" for over two years, to have occurred and to not have been dealt with

under the rules of "The Commission" itself.

SUMMARY

To address all points and allegations by "The Commission" I have decided to answer in the order as

presented by "The Commission".

There was no scheme, no coercion and no plan of any nature. There is no evidence or

fact. I j not acquire control of 8000 Inc and Carl Duncan was historically the Attorney for the Company. The

agreement was tween Thomas Kelly taking control of 8000 Inc and Conrad wall the previous CEO. That is in the

Page 9: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

records and with

;olutions.

In terms of a controlling interest in the Company through stock positions, it is a matter of

Page 10: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

record and fact that specifically through the stock loans, the stock was never held in my name, nor my

account nor in my control. Even after four levels of review for acceptance of the loans and their legitimacy,

and final approval, the control of the stock remained entirely with the Loan Company and not with me. The

proceeds of these loans were used to invest in 8000 Inc under an agreement with the Company and as

proven. My only responsibility was to repay the loan repayments and in so doing, the stock in its entirety

would be returned in full to me at the end of the loan term. These facts were written into the contract and

reviewed by the legal team of the loan Company, My Brokerage, the broker and referrer, Carl Duncan and

Signature Stock Transfer (TA), not to mention the clearing firm. All levels of review approved the loans,

managed the transfer of the stock from the original owner, Mr Conrad Wall, and at no stage ever did I have

control of the stock. The stock purchased personally by myself in cash was always under and through legal

opinion delivered by Duncan believed to be appropriate and correct, reviewed by the Company's Transfer

Agent and then reviewed by my Brokerage firm's legal department and finally by the clearing firm prior to

any stock being cleared for sale and or deposited. All levels of check approved the stock to be legitimately

and correctly issued. All stock sales were conducted at arm's length through a registered broker and not

one single share was sold through on online brokerage platform or dumped onto the market. As the facts

show, this would have been impossible for me to do.

It is a fact that the company began to become successful through its work with and sponsorship of,

paid for through the stock loans and my investment into the Company. This is again proven to be fact

through the testimony and articles written by the individual associations and bodies, the press in Barbados

and the success of the take up of the Company's branded clothing. The Company invested in, through the

stock loans, the AAAB (Amateur Athletics association of Barbados), The BGA (The Barbados Golf

Page 11: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Association) and the Carlton Club in Barbados, not to mention the shop at Limegrove and other associated

work. The Company's work and support was acknowledged publicly in the press and on Television whereby

Page 12: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

ultimately the Company being granted the title of Kit and Clothes supplier to the AAAB Team. As several

individuals will testify, the work undertaken by myself and the Company in support of the young aspiring

athletes enabled and facilitated their rise, in some cases, to international level and reputation. These are

at minimum good things to have done and achieved and were made possible by the success and

reputation of the Company, 8000 Inc, now lost due to the actions of "The Commission" and the

investment raised legitimately through the stock loans by me.

2. There was no scheme and to make the point absolutely, the facts as demonstrated show that it

was physically and practically impossible for me to "dump", as "The Commission" alleges, any of the stock

collateralized for the loans onto the market and as demonstrated with the many millions of shares still in my

account and or in certificate form. Any shares I personally sold was to invest into 8000 Inc, as I did, and to provide

for my family, as I took no earnings or drawings from the Company. These shares were sold over a long period of

time through a licensed broker at an accredited brokerage and through their full compliance and legal review, and

thus by fact and definition, were not and could not be dumped nor sold inappni>priately.

I did not sell 58.6 million shares into the market as I did not control the 37.5M shares collateralized for

the stock loans as has been shown and can be proven, 16.5M of the shares I purchased are not sold and

there was no scheme. The stock that I purchased, with all the records and facts were purchase legally

from the original CEO, through legal opinion which I could rely upon. Some c37.5M shares were used to

collateralise stock loans with the transfer of the stock direct from the original CEO to the loan Company.

Both Duncan, the Loan Company's Attorney and theTA, and my personal Broker at the Brokerage firm,

all had to independently approve the stock and the loan agreement prior to any deposit or any release of

any stock or funds. All did and did so correctly and legally and independently of myself. The collateralized

Page 13: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

stock was never in my account, nor in my name nor in my control as per the contracts and as

Page 14: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

demonstrated. Any sale of the stock if it so happened, was independent of myself, unknown to myself,

the responsibility of the Loan Company and any such sale was not as understood or indicated by me as

per my signed agreement with the Loan Company. The loan documents and correspondence are proof of

this fact and I could not possibly sell the stock even if I had wished to as I did not at any point, have

control of this stock. Secondly, in 2007/2008 I filed the 15c2-11 taking me some 7 months. FINRA

received full disclosure covering all shareholders, USA and UK, the 802 share exchange cross border

transaction in minute detail. As a result of full disclosure, FINRA approved the stock as fit for trading and

quotation in 2007 which can be relied upon in court. All the stock I purchased as stated was seasoned,

(aged) from 2007 and was held continually by the historical CEO. I take absolute offence that "The

Commission" with no evidence claim this was a scheme. The funds raised through the stock loans plus my

own money were used to build the Company and were invested in the Company with documentation,

receipts, invoices , purchase orders, wire transfers and agreements to prove this fact unequivocally. The

stock I owned I purchased directly from the historical CEO and paid for in cash. All financial data was

provided by the "subsidiary" companies. All financial data and information for all press releases were

issued by the "subsidiaries" or the Company and at all times approved by Thomas Kelly prior to issuing. I

have no opinion on Duncan's legal opinions supplied to OTC Markets as I assumed, as a practicing "ex"

SEC staff attorney, he would be writing legally correct opinions and he was never asked other than to

review and write legal opinions for me or the company regarding any and all contemplated transaction

and disclosures. This again I can rely on this fact in court.

In response to a scheme to inflate the trading volume and share price of 8000, Inc, , it is not unreasonable to

assume that any new company that begins to make a difference and experience success will see an increase in

the trading volume and value of its stock. As is fact and proof, 8000 Inc began and quickly saw success. At this

point 1 will state as fact and as demonstrated the work under taken by 800 Inc, the clothes produced by 8000 Inc

and the sponsorship

Page 15: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13
Page 16: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

trip to the 2010 CARIFfA Games in Grand Cayman being a success, that the entire Team travelled, trained and

carried their belongings in 8000 Inc produced and manufactured clothing and bags. This clothing was both track

wear and travel/leisure clothing, clothing the "The Commission" claim the Company did not produce. Thus success

and exposure on Television, in the press based on fact and material events would without doubt have a positive

impact on the Company, its stock and thus without doubt the share price of the Company's stock! I have always

assumed delivery on commitment and delivery of material events to be the bench mark of success not the act of a

scheme.

Regarding the engagement of schemes, Thomas Kelly introduced Jerry Williams to the Company

who subsequently turned out to be, historically, a stock promoter, but did not present or disclose this

when first met. We were told by Williams, he had a huge group of investors who followed him and if

he liked a Company he would tell his Group about it. He was given the usual corporate sales pitch, and

he liked the company. He was asked specifically if there was a fee involved as we would not pay any

fees and he said no, he had this theory that works, "the float lock down". So technically we were

being introduced to several hundred investors who became shareholders by believing in the Company

and buying the stock off the market at no cost. This would be accepted by any company. I paid

Duncan for his services for and on behalf of the company which was part of my agreement and

investment into the Company. He did receive the stock as a part of his payment for services. I also

invested $50,000.00 USD in cash as working budget to run the Company in the US which was wired to

Kelly for the Company. It transpired this money was in whole or part used to buy stock in the

company and subsequently sold, according to his records supplied to me, for a significant profit with

trading records showing in excess of $500,0000.00 USD being liquidated through the accounts.

Page 17: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

3. There was no scheme, coercion, or plan to manipulate. Every transaction was checked

Page 18: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

and vetted at the onset by at least one securities attorney and the Transfer Agent and typically two

securities attorneys and theTA. There is absolutely no evidence or fact to state or show that there was a

scheme or a plan because there wasn't one However though my investigation the facts uncovered do

suggest that there was a fraud committed through Philadelphia prior to my involvement, which "The

Commission" were, and had been, informed of which defrauded the Company and its shareholders and

which appears to have been completely ignored! Why a clear case of identity theft in order to sell stock

in a nonexistent property development on the black sea, where the individuals responsible have been

identified has "The Commission" not acted to protect the Company and its shareholders? My opinion is

that this is a failure in the duty of care and mandate of "The Commission" and a failure to protect the

shareholders and public at large form a known fraud.

For the record the following information and more was issued to "The Commission". It is of

further interest to note that the Pink Sheets filings recorded for 8000 Inc, which was only ever under the

control of Wall or Kelly, recorded a new office address on Pinks Sheets. How is this possible and is

blatant fraud and how can "The Commission" not act against such a blatant scam and fraud which they

were informed of? I include this information as it goes to cause on that "The Commission" has blatantly

ignored material facts and events and this detail proves the fact.

According to Pink Sheets.com-

Contact Information Business Description

8000 Inc.

P.O. Box 36

Fairless Hills, PA 190554

http:Uwww.8000inc.com

Page 19: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

E- mail: [email protected]

Page 20: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

investments in a non-existent Black Sea Property development, was based out of Philadelphia , was using

www.8000inc.com, was using the name 8000,1nc and there had been no sale of the name or rights or Pink

Sheet Company them. I felt it was worth clarifying these points in case "The Commission" did not

understand the fact the Company and its shareholders were defrauded publicly, even to the extent that

these individuals posted on the iHub investor blog site in public and in the face of "The Commission"!

NOTE: The Black Sea Development never existed!

From EIGH website shareholder letter

We are a Development and Investment Company, with extensive experience in Western and Southern

European regions. We are currently arranging compulsory funding for our unique tourist development and

investment prospect. After years of market research and planning, we are now in position to acquire

rights1 to begin construction of a project consisting of three luxury hotels overlooking the sea in the

fastest-growing tourist area on the Black Sea's North coast. The anticipated project will also include a golf

course, a casino (subject to local government approval) and accompanying amenities.

Our project is valued in at over €538 million2, with annual returns in excess of €63 million, subsequent to

completion of the project. We believe this project represents a lucrative investment opportunity. We have

already secured over SO% of the necessary funds that will allow us to commence construction. A leading

European financial institution, along with a quantity of accredited investors, has begun bidding for joint

venture interest in our project. We are in the process of negotiating finder fees with these inquirers.

Located in a prestigious tourist designation, the area is currently undergoing major adjustments, under

certain EU funding assignments. At this current stage, 8000 Inc. has secured strategic partners, major

vendors, supporting parties through local populations, and continues diligent work with government

officials. Our project application will be the first Western Standard Development3 of its kind as it will intend

Page 21: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Within preliminary agreements, funding, architectural design, and proposed construction, 8000 Inc. is in a

position to take advantage of an unmet market, before major developers move in.

Amid strong ties to local authorities, fundamental expertise, secured capital, and a skilled project

management team, 8000 Inc. has evaluated all aspects on the project through to completion4.

If you are qualified investorS and would like to become a part of this prospective investment opportunity,

please

contact us at [email protected].

8000 Inc. Management.

1. Property acquisitions are scheduled for mid November/2009. Due to the number of forthcoming bidders,

details will be publicly disclosed after the finalizing of these events.

As a time line to remind "The Commission" of the facts and as a demonstration of the inaccurate position

and statements of "The Commission", the following timelines are material and should be made public and

included in this response as they go to cause in relation to the actions of "The Commission".

• 31August 2009, the domain www.8000inc.com was registered to individuals not associated to or with 8000

Inc.

• The domain was then populated with a now untraceable property development IPO offering investors to

chance to take a stake in a SOOM Euro European project.

• The public forums relating to 8000 Inc were populated with the news of the property investment IPO, not

associated with the Company, and promote extensively.

On these same forums, example attached, the individuals state clearly, the following: "Within preliminary

agreements, funding, architectural design, and proposed construction, 8000 Inc. is in a position to take

advantage of an unmet market, before major developers move in.

Page 22: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

management team, 8000 Inc. has evaluated all aspects on the project through to completion4. If you are

qualified investorS and would like to become a part of this prospective investment opportunityG, please

contact us at [email protected]. 8000 Inc. Management."

And still within the same communications, the individuals responsible also state, "Due to numerous email

inquiries, 8000 Inc. management would like to clarify that the company is privately held. Our corporation

is neither affiliated nor carries interest in the OTC listed company (PINKSHEETS:EIGH} and/or its affiliates

or subsidiaries.

• In November 2010, the Company (8000 Inc) was approached by a hosting company asking to acquire the

Company's domains for Asia. The approach was by Hunley Investments, a property development and

investment company. There are no details on Hunley to be found. The 8000, Inc refused permission.

• The registration of www.8000inc.com not associated with the Company 8000 Inc, claiming fraudulently,

copyright 8000 Inc, has not changed since 31, August 2009 and so the current owners and administrators

and control people must be the same. Thus the individuals responsible for the European property fraud

using the 8000 Inc name and .com website must be the same people or associates who launched

the illegal and fraudulent updated www.8000inc.com this week.

• The identities of these actions and the author and publisher of the website www.8000inc.com and its

content have been identified and their details supplied to the relevant authorities with the majority of

them known to the public and being associated with realty!

• The Company and its shareholders have been subject to a public assault of threats and unfounded lies

published by various individuals, who can all be linked to either court cases or business associations.

• Research to date has shown that a person of the same name, with similar appearance, given the time lines

between the photographs we have, is associated with Real Estate and Mortgages.

Page 23: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

h

its identity and is now being publicly discredited through unfound lies and fraudulent public statements.

• The Company has instigated an investigation with MelbourneiT in relation to the fraudulent website

www.8000inc.com with ViaVerio, the hosting company who has been hosting the site continuously since

31, August 2010.

It is important at this juncture to clarify some specific points whereby the Company and I took

action to protect itself and its shareholders informing the regulators and authorities of subversive and

illegal acts undertaken in the trading of the Company's common stock. It is believed that there was a

fraud against the company and the shareholders as shown and believed proven and the "The

Commission" is aware. It is believed an estimated 320MM illegal naked short in EIGH was created and

has not been addressed even with the facts presented to "The Commission". I believe many of the

actions of "The Commission" are misguided and have not dealt with the real issues. As an example, if

as the Office of Chair of "The Commission", Mary Schapiro, has stated in a letter dated May 3, 2010,

that

there was only 30,034 shares illegally short to April151

2011 in the common stock of 8000 Inc. This it is

an admission of knowledge of an illegal act under "The Commission's own rules in a stock that cannot

be sold short as it is traded in physical certificate form only. Thus it is my opinion "The Commission"

is ignoring proven facts laid before it and is chasing a witch hunt based on unproven assumptions

which I believe and can show can be addressed. It is interesting to note that correspondence from

representatives of a leading brokerage confirmed that at February 10th 2011, they were 100,000 shares

short in one account only! Further evidence to show "The Commissions" figures are minimally to say

inaccurate. Also note as a matter of record, Burlington Northern Santa Fe, a company within a leading

investors portfolio, made a dividend payment into the account of an a non associated unrelated 8000

Inc shareholder after the misguided contemplated dividend payment was cancelled? This could only be

possible if Burlington Northern Santa Fe had knowingly sold short the stock of an 8000, Inc shareholder

Page 24: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

without their knowledge. Knowing this as undeniable fact, and in addition to the multiple brokerage

admissions of short positions, why has "The Commission" both ignored the facts and not acted? These

are just two of many examples of the illegal short position that "The Commission" has acknowledged in

writing but has severely underestimated. If "The Commissions" rules are broken and as in the case of

the common stock of 8000, Inc, on multiple occasions by multiple parties, and "The Commission" being

made aware of these facts nearly some two years ago one would expect "The Commission" to have

acted as per its role and brief to the Public and shareholder community at large?

It is important to note that in 2009, as previously stated and prior to the involvement of myself,

that "The Commission" investigated 8000 Inc and the following companies listed below through the

Transfer Agent, at the same time that a now known property fraud was undertaken using theL

Company's identity unknown to the Company and myself This investigation included the following other

securities as listed below. Again this and more detailed information was made available to "The

Commission" and yet no response or action to date.

itocks under investigation by "The Commission" since 2009, DVME, LUXI, FSPP, GDTI, and EIGH- all prior to the current

mifestation of 8000 Inc.

itock in common with these and other associates, FSPP, LUXI SUGO, CDIV, LUIQX and the associations identified.

If "The Commission" were looking at these companies at a time prior to my involvement, and if

these companies are associated with individuals now under charge and allegations, why has "The

Commission" not acted to protect the Company and its shareholders when it knew of the fraudulent

actions undertaken through the use of the Company's name since 2009 and prior to my involvement?

Page 25: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

4. In relation to "The Commission", as publicly stated, they have reached settlement with Duncan

and are moving towards settlement with Kelly, both of whom have made statements to support "The

Commission's position. "The Commission" having, I strongly believe, knowingly failed in its duty of

care and having been informed by many of the fraudulent acts of the brokerages, that they can accept

and quote and settle with these individuals when the facts would suggest that is not in the best

interests of the shareholders of 8000, Inc and the public in general. As an example, I reference the

$50,000.00 USD issued to Kelly for investment into 8000, Inc to cover the running costs of the

business, ultimately used not for such intended purposes and as a matter of record, profited

significantly from the use of this investment into the Company.

The simple fact that "The Commission" admits there was an illegal naked short, irrespective of

the fact they have informed 8000, Inc shareholders inaccurately, and out of just one trading account of

several hundred shareholder accounts, it appears their figures were one third of the actual based on just

one brokerage account! One would ask the question, if you commit an illegal act and are caught, the

question is never it was only a little bit illegal, it is either illegal or not. I stress the facts that 8000 Inc

was only ever traded in physical certificate form, that naked shorting should have been impossible and

that "The Commission" admitted there was an illegal naked short in the stock and yet did not act to

protect the company or the shareholders. I would suggest these are extremely worrying facts and

answers should be provided as "The Commission's failure in their duty of care and their mandate.

Finally, "The Commission" has failed the markets and the shareholders and the public as proven

by Chair Mary Schapiro's letter, dated 3'd May 2011, whereby the document apparently makes false

and inaccurate claim which can easily be verified. Note, the stock of 8000 Inc, is a stock that was only

ever traded by physical certificate and thus could never be shorted unless done so deliberate and in

Page 26: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

contravention of the rules and regulations and simply fraud and the act of illegal naked shorting was

acknowledged by "The Commission" in writing. This is supported as fact by the communication from a

brokerage firm confirming that as of the 10th February, 2011, they were lOOK shares short in just one

account. Further evidence in a communication from another on line brokerage on April 25th 2011, for

the same time period as that quoted by "The Commissions" letter representing the Chair of the SEC,

Mary Schapiro, confirms they have failures to deliver of 78,067 and failures to receive of 95,167! This

period alone represents over 280,000 shares short which is, under the SEC rules, significant and thus

why has the Commission not acted to address these factual matters? There is also the matter of an

assumed settlement relating to a 2,000,000 share naked short position identified within a brokerage

account. One would assume that this, being a well accepted event within the market community, is

significant to "The Commission"?

JURISDICTION AND VENUE

5. I would argue that having had the information reviewed by attorneys and OTC Markets and

having the material accepted that the allegation of issuing inaccurate and misleading information is false

pertinent to myself. I would further provide absolute evidence that the disclosures to OTC were offered

as factual to the company prior to any disclosures. Additionally, as it has been shown "The Commission"

ignores simple facts such as legally binding contracts that prove without doubt that I did not have control

of the Company's stock as alleged, or that there were several layers of review and check for all

transactions and the fact that although they admitted in writing they were aware, "The Commission"

ignored the illegal naked short selling of the Company's stock, one would be sceptical in accepting such

broad yet inaccurate statements issued by "The Commission".

Page 27: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Duncan in Bethesda and Kelly in Philadelphia. Due to the nature and operations of business obviously we

communicated across borders.

7. These claims and allegations of dumping and selling 8000, Inc stock are absolutely not true because I did

not sell for profit or to fund my lifestyle, I raised money for the company, to invest in the Company and to

build the company for and on behalf of the shareholders, which is fact, with an agreement in place to do

so and with a view of me taking a formal role with the Company in time. This is exactly what I did is

totally demonstrable and is the fact. What is a fraud is "The Commission" admitting they new of illegal

naked short selling, stating in a formal letter the level they were aware of for the illegal naked short selling

which on the same day it is proven that out of just one single account, "The Commission's" quoted figures

were inaccurate three fold!!

8. In all my stock sales over a significant period of time, bearing in mind the fact the figure for the

number of shares sold stated by the SEC is incorrect, I used at all times, a licensed broker at My Brokerage

Capital with all their checks and compliance systems in place at all times and those of the clearing firm. All

my trades regarding EIGFH where conducted accordingly appropriately and through the broker in the

usual arms length arrangement. Kelly used on line retail brokers and conducted the trades personally. If

I was defrauding or engaged in a scheme then I would have had to have coerced OTC markets, theTA,

the Attorneys, the loan company, my broker, the clearing firms and all their companies. This is simply

not the fact, is not true and is defendable.

Page 28: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

9. Unless "The Commission" has additional information that shows that the legally binding

and correctly reviewed and appropriately issued contracts for the stock loans through the Loan

Company

and my purchases of stock individually, then it was impossible at any time for me to have a controlling

interest and or dump any stock, or instruct any stock to be dumped into the market. The facts and the

legal documents prove this point unequivocally. I have not and did not control EIGH other than provide

the opportunity to all parties, undertake the agreed business plan with an express wish that I would take

a full and formal role at some point in the future. I appointed myself an officer because Kelly and

Duncan literally "ran away" and would not take the responsibility. They should have taken

responsibility as no wrong doing was undertaken as alleged by the SEC. It is easier to accept a

settlement with no admission than to stand up and fight for your rights and the rights of the shareholders

against an obvious malicious plan to discredit and ignore the facts.

FACTUAL ALLEGATIONS

A. BRYANT ACQUIRED A CONTROLLING STOCK INTEREST IN EIGH.

10. Never ever at any stage did I have a controlling interest in stock in the Company! There

was an agreement to purchase the stock if I wished, if the previous CEO wanted to sell and if so wished

through legitimate cash payments, the stock would not be issued unless Duncan approved the

transaction, and if he did no wrong as settled then his opinion stands, the legal team of my brokerage

approved, the legal department of the clearing firm approved and the Company's Transfer Agent

approved the transactions. If I had a controlling interest, at least one of these levels of compliance and

Page 29: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

legal review would have identified the fact and stopped the issuance of the stock. They did not! In

Page 30: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

41evels of review independently, held the stock, originating from the original CEO, the stock used for

the purpose never once passed into my hands or accounts, nor was ever under my control with

the transaction approved by the loan company, my brokerage as the referrer, Duncan and the TA,

the control of the stock passes to the holder, being the loan company and thus I did not at any point

have a control number of shares. Thus this SEC allegation is quite literally inaccurate and false and can

and has been proven. As part of my agreement, I made the loans repayments with the view that at

closing, the stock was returned to me in full which is stated in the agreements. Until the loan is repaid,

the stock is held and in the name of the loan company and under the control of the loan Company, fact!

At this point would like to offer the following:

http://www.finra.org/Newsroom/NewsReleases/2010/P121331

"Brokerage firms are the first line of defense when it comes to preventing the illegal distribution of

unregistered securities into the public markets," said James S. Shorris, FINRA Executive Vice President and

Executive Director of Enforcement. "The failure to detect and prevent these sales creates serious risks to the

unsuspecting customers who purchased these unregistered securities."

To address precisely these concerns, the Commission has articulated the obligations of broker-dealers as

follows:

A dealer who offers to sell, or is asked to sell a substantial amount of securities must take whatever

steps are necessary to be sure that this is a transaction not involving an issuer, person in a control

relationship with an issuer or underwriter.

Page 31: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

and their counsel without reasonably exploring the possibility of contrary facts."

The amount of inquiry necessary varies with the circumstances of particular cases. When a dealer is

offered a substantial block of a little-known security, either by persons who appear reluctant to disclose

exactly where "The Commission" came from, or where the surrounding circumstances raise a question as to

whether or not the ostensible sellers may be statutory underwriters, then searching inquiry is called for.

1 personally undertook to provide full and open disclosure, took the advice of more than two

attorneys and abided by the decision of theTA, the legal departments of brokerage and clearing firm

and other institutions.

11. The issue of control as put forward by "The Commission" is simply not true and a false allegation

and is covered through legal documents and multiple compliance and legal review at all stages. There

was no agreement to convey control to, myself by, for or between Conrad Wall and myself. There was

an agreement between Wall and myself for me to purchase his stock as he and I required. There was

no such agreement in place or discussed for me to acquire a controlling interest. The agreement

was between Thomas Kelly and Conrad Wall for control of the Company and was duly acted

through agreement and resolution. I had a separate agreement with Conrad that delivered investment

into the Company by raising funds and he benefited by selling shares. I accept the fees payable to

me were significant, but it was reinvested into the company as I had planned, as was agreed

through the investment agreement and had delivered, until "The Commissions" actions, all I had said

to rebuild and deliver a successful Company for an on behalf of the shareholders of 8000 Inc. This

transaction was undertaken with full disclosure with two attorney reviews and that of the TA at all

times and stages, plus brokerage and clearing firm review. There was absolute and full open disclosure,

at all times,

Page 32: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

nnthinP" hirlrl >n :: t :: 11 timP<: :: nrl thnc::P whn :: rP hPinP" 11c::Prl tn c::hnw thic:: w:= c:: :: c::rhPmP :: rP :: rt••:: lht thP

Page 33: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

individuals who signed off on the transactions and those I trusted, incorrectly as time has now shown.

12. The transfer of 52M shares into my control is absolutely factually untrue and ludicrous

and can be demonstrated clearly. Only ever over a period of significant time did I purchase in cash

29.5M shares which I utilised at my own expense to invest further into the Company. Of this stock,

some 6.5M was used legitimately for finance and funding of services and has not been sold or

distributed and c7M shares are still held unsold in my account in my name. The process was

undertaken over time and was in stages as the Company needed funds. I had an agreement with

Conrad Wall, the previous CEO of 8000 Inc, that I could buy his shares, if he wanted to sell them but it

was an option not a single transaction, for the private purchase of his aged stock through the

appropriate channels and with legal review. The collateralization of stock for the stock loans, which was

a separate agreement and conducted between Wall and The Loan Company, is fully documented at

all levels. At any point Wall could refuse to sell the shares, I could decide not to buy the shares, Wall

could decide to not collateralize the shares and the legal teams at the brokerage, The Loan Company,

Duncan, the clearing firms and the TA, at any stage, could have not approved any of the single

individual transactions for either personal purchase or collateralization of the stock, fact! This is false

information given to and or distributed by "The Commission".

13. I never at any time held a controlling interest in the Company's stock and the

descriptive issued by "The Commission" is false and misleading. The events as described by "The

Commission" did not happen and are not true in any way shape or form. Thus proving I did not have a

controlling stock position. 37.5M shares were transferred to the Loan Company, under their control

and in their name, as per the legally binding agreement, as facilitated by theTA and as approved by

Page 34: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

The Loan Company and their legal Team, Duncan, the TA and the legal departments of the clearing

I .firms. Never was the stock in my name or under my control, fact. Never did I have control, instruct or

scheme to dump the stock and to do so was physically and practically impossible unless I controlled

four sets of legal Attorneys/Departments and agencies at the brokerage, the Loan Company, the TA

and at least two clearing firms! Any stock I purchased individually was purchased over a period of time

and never in amounts that gave me a controlling interest, were issued under legal opinion from Duncan

which I accepted at the time, were approved and reviewed before issuance by theTA, my brokerage

firm and the clearing firm prior to issuance and or deposit. Thus unless I had control of all of these

agencies and their legal teams, then "The Commission" allegations are unfounded and untrue.

14. The Former CEO was paid approximately $80,300 and $96,407 for the EIGH shares

purchased privately and collateralised in total. Please note, the stock collateralized for the stock loans

was transferred directly from Walls account to that of The Loan in their name and in the control of The

Loan Company. Following the transactions, the Former CEO held 13,732,250 shares, which represented

less than 10% of EIGH's outstanding securities in March 2010.

The transactions for me to "buy " shares were a private agreement with Wall and were correct. These

transactions were vetted, reviewed and checked by Duncan, the brokerage legal department, the

clearing firm's legal department and theTA. Please note "The Commission" now state that the number of

shares owned is factually incorrect as it the number of shares they allege that were dumped due to

the single fact of the shares still held in my account. The process took several months, was approved at

every single step and I was told and received legal opinion that this was acceptable and normal loan

transacting. Please refer to the points above demonstrating that I did not have any controlling interest

and that all transactions were conducted appropriately and after several legal reviews.

Page 35: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

15. I did not immediately reregister the shares that I acquired from the former

CEO or register all of the shares in his own name as legal and stock review did not call for it nor was it

requested of me. Rather, on various occasions between

November 2009 and April 2010 and with the agreement of the Former CEO, payment to the former CEO

by myself for the private transactions and through the Loan Company collateralised loans for the 37.5M

shares with the proceeds invested back into 8000, Inc. These transactions were undertaken correctly,

through legal channels and no direction was given by either Wall or me, purely the facts were presents

to Duncan, the TA and the brokerage firms and clearing firm who at any stage could challenge.

Significant due diligence was undertaken and provided by all parties resulting in the issuance of the

stock appropriately and accordingly. The stock was issued as two separate certificates as is a matter of

record.

Again as a matter of record, the 37.5 million shares were registered in the name of the loan

Company, who did offer and provide stock loans legitimately with the stock in the name of Conrad Wall

being directly re-registered singularly in the name of the loan Company under the direction and control

of the legal departments of the entities and theTA. These are the documented facts.

I relied on legal opinions form Duncan and the Loan Company and review from the transfer agent. At no

point by theTA, Duncan, my brokerage, the clearing firms or anyone was I advised that I had to resister the stock

especially as I did not hold at any time a controlling interest. At any point any one of these individuals could have

stopped the process if there was anything wrong. There was nothing wrong, I was never told by theTA or the

Attorneys who all approved the transactions that Ineeded to register securities. As the Company is not a section 12

company I am not even sure that registration is required.

Page 36: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Company's Transfer Agent:

On Wed, Oct 24, 2012 at 6:36 PM, Jason Bogutski <[email protected]> wrote:

Again since we do not have and were not given direct instructions from "The Commission" or another

regulatory body to place a transfer restriction or to halt all transfers on this issue therefore please see my

response below, please contact your broker for all further questions on this issue.

Thank you

Jason M. Bogutski-President

SIGNATURE STOCK TRANSFER, INC.

2632 Coachlight Court

Plano, Texas 75093

Telephone 972.612.4120

Facsimile 972.612.4122

Email- [email protected]

The question is, was the stock of 8000 Inc restricted just for me and not for anyone else as the

gate keeper and guardian of the Company's shares confirms that "The Commission" has not placed any

restrictions of the stock and if held and issued correctly as my stock was, it can, will and was issued

correctly and unrestricted and still is to this day.

Page 37: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

B. DUNCAN OBTAINED STOCK CERTIFICATES WITHOUT RESTRICTIVE

LEGENDS FORI'S SECURITIES

16. None of the shares that I acquired control of from the Former CEO were

registered with the Commission. Moreover, all 29.5 million shares were unrestricted securities because

they were aged; they were acquired from the previous CEO no longer in Office according to "The

Commissions" rules.

The historical CEO had resigned from Office on April 4th 2009. He had not been an officer for

more than 6 months and legal was provided and accepted on this matter. I have copies of all legal

opinions at all stages form the company's inception and they were accepted by all parties for all

transactions including FINRA and the TA. Again, the legal review of the transaction was undertaken by

Duncan, my Brokerage the TA and cleared by the clearing firm. This was also the case for the

collateralization of the stock used for the stock loans but in addition to the above, the loan Company

also reviewed through their legal department the transactions.

17. TheTA accepted legal opinion, the stock was restricted at the time of creation in 2007 because

and only because Conrad was the CEO as per the 15c2-11 filing and his control position, and was

approval by FINRA. Initially the company was floated on the Grey Markets. I then, during a 7 month

period, compiled the 15c2-11 full disclosure documented. This included the full detail of the 802 cross

border share exchange exemption utilised in 2007 for the acquisition of Cannonball 8000, the

transaction in full, the legal opinions, the tacking period that was allowed and was approved by FINRA,

Neither "The Commission" nor FINRA can say after the fact that having approved the stock, having

provided documentation that can be relied upon, to now say the opposite unless they admit to a

mistake and in so doing, that is not my fault or responsibility. There were so many checks and reviews

Page 38: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

and levels of approval and layers of governance that I can rely on in court to show there was no intent

to defraud on my behalf.

18. The facts speak for them self in that Wall, the original and former CEO of 8000 Inc did

resign accordingly, in May 2009, and appropriately. The requisite filings were made and recorded and

he was at liberty after 6 months to sell his stock appropriately and correctly and did so, including the

collateralization of his stock for the stock loans through correct and appropriate legal procedure and

review which is identical to my position and my actions. "The Commissions" statements again are not

true, as the accepted board resolution and letters prove Conrad resigned in April 2009.

19. As has been demonstrated, I never held a controlling interest in 8000, Inc until I accepted the

CEO role as publicly declared to protect the interests of the shareholders. It is simply not true as I did not

acquire the shares and this is documented and has been discussed earlier. So far "The Commissions"

false arguments fall short because I did not at any point own or control that number of shares and that

can be very easily proven. As stated, 49.5M shares were not in my control and I still hold over 7M

shares currently which I duly and appropriately paid for and 6.5M of the shares I purchased are held

and not sold by third parties under their control as payment for services and or financing.

20. I did not direct the Company's TA to register the name of stock in that of the loan company. As

per my role under the agreement in place between myself and the Company Known and agreed by Duncan

and Kelly, I helped and facilitated as per my remit with Wall to communicate with EIGH's transfer agent to

register stock certificates in the name of the Loan Company, Duncan's legal opinions also correctly

stated that the Loan Company had acquired the shares from the Former CEO as is documented and

was legally reviewed at several independent reviews and levels.. I informed Duncan that the

Page 39: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Former CEO, was using EIGH's securities as collateral to obtain a loan from the Loan Company, but I

had agreed to take responsibility for the repayment so that I could invest in 8000 Inc, now under the

control of Kelly. The transaction was conducted accordingly, with Duncan's opinion letters being

communicated and shared with Wall, with Walls comments being communicated to Duncan and

with the opinion letters being executed with signatures by both parties, with review and approval by

the Company's TA. One would ask if this was not the case then why were the opinion letters faxed

from Duncan's office accordingly or did I fly over to Duncan's office for 5 minutes so I could control his

fax machine?

There was an agreement in place and proof and fact is easy to demonstrate. It was agreed and

in place that I would invest in the Company, the agreements were between me and Conrad to purchase

or facilitate the purchase of his stocks privately for cash and through a stock loan company for

investment into 8000, Inc for which Wall received payment. The agreement to invest the stock loans

plus whatever I deemed fit from my own personal stock sales were discussed between myself Duncan

and Kelly of which they had full knowledge and acceptance of and received the benefit through the

growth of the Company. I did not nor never direct Duncan in any way but did present facts as I saw

them allowing him as the "expert" to approve or not approve any transaction or offer his legal view, I

trusted him and asked his opinion.

It was fully disclosed at all levels that Iwas investing in the company and I was informed by

Duncan and the loan company's attorney, my brokerage, my brokerage legal department, the clearing

firms ultimately depositing the stock after review and theTA, that all was appropriate and correct which

is why they all signed off on the transactions. I did not have the ability to approve or sign off, 1 did not

coerce and I did not scheme, however it looks like others did.

Page 40: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

c. AND KELLY DISSEMINATED FINANCIAL REPORTS AND PRESS

Page 41: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

EIGH.

21. It was agreed between Kelly and Wall that Kelly would take the CEO's role with my

involvement being as an adviser, consultant and facilitator of funding to attempt to build a successful

business. I did not appoint Kelly, nor did I direct or coerce him in any way. I did not acquire a

controlling interest in EIGH and Kelly decided he wanted to be CEO and we explored the opportunity,

this was his individual decision and his responsibility. The financial information disseminated came

from the subsidiary companies and was always at all times approved by Kelly. The only error I made

was with the

ill thought out attempt to prove the illegal Naked Short which "The Commission" was and are aware of. I

was given miss-information and actions such as the ill advised dividend payment were withdrawn

correctly and upon realisation that the facts presented were not so. Furthermore it is interesting that I

have copy of a third party company making the dividend payment into a shareholders account thus

proving the illegal naked short selling. So far "The Commission" had failed to address this!

22. Between November 2009 and October 2010, EIGH issued several financial reports and numerous

press releases concerning its operations and financial condition. It is claimed that all of the reports

and the releases were drafted by myself and reviewed by Kelly and that I and Kelly disseminated the

financial reports by submitting them to OTC Markets, which published the

reports on its Website. We, after approval and always signed off by Kelly as the final level of approval,

disseminated the press releases through newswire services. It is the case, and fact. that any and all

reports relating to subsidiaries were initiated and approved by the subsidiaries at the time. This is also

the case of the press releases relating to the AAAB, BGA and Carlton club. The reports were acceptable

Page 42: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

and normal business practice and were released by the Company through appropriate and correct

Page 43: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

sponsorship and provision of clothing of the AAAB at the Carifta Games, the Sponsorship and provision

of clothing of the BGA and the commencement of the 8000, Inc shop build.

23. The financial reports and the press releases generally reflected that EIGH was

well capitalized and had acquired and was operating several profitable businesses. EIGH was well

capitalised through the stock loans and the ability to use" head room" for increased financing which was

built into the loan agreements. Simply there were agreements in place and documented that allowed

flexibility and any increase in collateralization could be passed on to the Company. Thus at the time the

Company was intrinsically well financed. Simply, I was investing in the company using the original stock

from the historical CEO which I paid cash for. The stock I purchased directly into my account was paid

for in cash and I received a fee from Conrad Wall for facilitating the tranches of stock used for

the collateralised loans under my agreement, as referenced, to finance EIGH. The process was

reviewed and was approved. Yes it was cute, but there was no wrong doing.

24. The Company had the ability to draw down more cash, which is fact and documented and

contained within legal agreements, hence the negotiated head room and at the share price of the time,

this was in action, was approved, was fact and was disseminated as a material fact to the markets and

the shareholders. However the suspension and "The Commissions" acts ended that. Furthermore,

Williams and his followers were independently buying up the stock and the share price was increasing.

This gave the Company the head room and why we all felt Williams at the time was a gift from God as

all was good in the world.

Page 44: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

25. It was agreed that the Company would acquire the properties owned by Kelly's Realty

L •• _: 1.1'-11.. ------• .a..-- ···- .a..L- •--·-:·---- --- ---•--:-.1 ---· _s; nnnn •·-- "T"I-:_ :-- , ...._ -.C .t:. .... n-1-..a..!.--

Page 45: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

to the false statement by "The Commission", the 8000 Inc shop was in Limegrove, Holetown, Barbados,

did exist, was in existence and can be absolutely confirmed and proven. Again another example of

apparent fictitious and malicious dissemination of false information by "The Commission". This fact is

easy to prove and demands the question as to why "The Commission" has not taken the opportunity to

make a call, witness the lease agreement or view the invoices and payments made for the shops

construction. Refurbishment cost in excess of $125K for the fit out, is documented is fact. The

continuation of the shop stopped because it became uneconomical to proceed due to the actions

of "The Commission". "The Commission" and related market events destroyed what was a good

company.

26. There was financing as detailed and which has and can be shown and proven. The false

charges and allegations made by "The Commission" are malicious and misrepresentative of the facts. The

material facts pertaining to the financing in place and agreed through legally binding documents proves the

case and the fact. Southbridge approached me and I forwarded their information and the opportunity to the

Company. I then worked with Southbridge to construct a financing model that would satisfy their immediate

financial requirements based on the acquisition of Southbridge through a share exchange transaction. It

became apparent that this transaction could not proceed due to the financial requirements and immediate

needs of Southbridge which could not be met. The press release was issued as the transaction was agreed

prior to realisation of the immediate cash requirement of Southbridge previously not understood. The press

release was created and approved by Southbridge prior to any issuance.

Page 46: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

The Monks Den press release was issued prematurely but retracted immediately by both parties

when it was realised the transaction could not proceed as contemplated.

Page 47: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

The agreement to acquire Southbridge was signed by both parties and the press release issued

was produced and approved by Southbridge. The agreement to acquire Monks Den was terminated by

mutual consent due to the Suspension of the stock and the subsequent events. Again, if as a business you

agree and sign to acquire a business and that business agrees and signs the document for its acquisition,

one can assume the acquisition has been agreed. Due to unrealistic requests and subsequent events this

agreement was terminated at the behest of Carl Duncan and the management team of both EIGH and

Southbridge.

27. While I facilitated actual or proposed acquisition agreements with both

Southbridge and Monk's Den on behalf of EIGH, the company never acquired either business

because the acquisitions were never closed. The Southbridge acquisition allegedly failed to close

because EIGH failed to remit the $1.5 million to Southbridge that was promised it would invest in the

company. The fact was that it became clear that the financial need of Southbridge was such that EIGH

could not satisfy this need even after months of effort to deliver for and on behalf of Southbridge. The

lead of Southbridge even offered to move the IPR of the business into a seasoned entity so as to elicit a

scenario that would enable financing for Southbridge. The "offer" was not accepted by myself

personally and was the beginning of the breakdown of relations and in my opinion the presentation by

Southbridge was not reflected of their true position.

28. As stated, the financials, specifically the revenues, were issued to the Company directly

from the subsidiaries. The only error being that the Company trusted the managers of the subsidiaries to

Page 48: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

deliver factual documentation. Being within the year, this was never undertaken. However the

expenditure and investment by 8000 Inc was recorded and fact.

Page 49: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

h

The sportswear revenues and sales were factual but not completed due to the actions of

"The Commission" and the suspension and that fact the Company was deliberately inhibited from refilling

its 15c2-11. It is a matter of record that many attempts were made by myself and the Company to file the

disclosure document with on occasion a response that they had been contacted by the SEC claiming 8000

Inc wasn't a real Company. One such incident was with the New York Times when the Company was

seeking help to support its cause. It is also my belief that "The Commission" disseminated spurious

statements to "put off" anyone supporting the company in regaining its trading status. I would refer again

to the statement issued to the press by "The Commission" on the gth January 2013.

29. The press releases pertinent to Southbridge were drafted, issued and approved by

Southbridge in all cases. The information I and the company relied upon was instigated and derived

from Southbridge which is documented and fact. The detail was issued to the Company from

Southbridge and deemed as factual, however the revenues were not booked for the Company and the

deal not closed although contemplated and expected at the time.

It is important to note that many of the press releases and disseminated information was

released as shareholder updates explaining the company's progression and the lack of action by the

regulators. These were all approved by Kelly and subsequently Duncan. Specifically, there was a proven

illegal and admitted naked short selling position in the common shares of EIGH. "The Commission" were

informed and were supplied with information pertaining to this. The Chari, Mary Schapiro, through a

letter issued by her office, admitted that there was a short position on the 241 February 2010 of some

30, 034 shares. The Day before there it was recorded and subsequently admitted that a

Page 50: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

well known brokerage firm were 100,000 shares illegally short in the stock. This being but one of a

series of communication s received representing "issues" within many brokerages. The

information was

Page 51: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

submitted to "The Commission" and FINRA and so far after two years they have failed to act in support

and defence of the company, its shareholders and the investment public at large. This in my opinion is

a failure in their duty of care and demonstrates either they do know what the situation is regarding

illegal naked shorting on the OTC market and chose not to act, or they, "The Commission", does not

know what the situation is but yet issues formal responses which are factually incorrect. Furthermore,

"The Commission" has been issued with correspondence from several brokers admitting to failures to

receive and deliver some 2 years ago and still they chose not to act! Again this is a failure in their core

duty to protect the shareholders of EIGH.

30. The Monks Den press release referred to was based upon information received form

Monks Den and was an extrapolation of the number of seminars booked, planned and projected for the

preceding 12 months. In addition, the revenues based on signups for the "Monk in a Box" application,

which proved to be not what was professed although many signed up for the application, gave more than

enough detail to enable an accurate prediction of revenue as stated. Note, it was expected and was

communicated to the Company to generate revenues of in excess of $SM USD in the first year. This figure

was revised when the number of and revenues generated by the Monkinar (trading Seminars) were

added to the figures. This obviously did not take place due to the actions and the immediate withdrawal

of the agreement by both parties.

31. The statements and releases were all based on information, revenue and balances sent to the

company and reviewed or by material events and or business progression. This information came

directly from the subsidiaries and Company activities and the press releases were approved by Kelly

and the subsidiaries on all occasions. Iaccept that some releases are, as in all case, open to

interpretation and opinion, but the blindingly

Page 52: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

broad strokes of misleading attributed to all 8000. Inc press release bv "The Commission" can be dealt with bv

Page 53: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

- - I - - - 1- - I

8000, Inc shop at Limegrove, Barbados did exist. Fact, undeniable fact and evidence to suggest manipulative

generalisation by "The Commission" to create an incorrect and biased picture of the events.

32. The issuance and decision to proceed with the dividend payment and announcement

was acknowledged as a mistake but was based on misinformation provided to myself. Upon the

realisation, the dividend was withdrawn. However it is important to note that all through these events,

there was a proven illegal Naked Short in the common stock of EIGH. The ill advised announcement of

the dividend did however have an unexpected result. It showed clearly that the Burlington Northern

Santa Fe actually made the dividend payment into an EIGH shareholders account which is due process

if you have shorted

someone else's stock and is absolutely due to the fact that they had sold the shares naked short which

was impossible and thus deliberate and probably illegal. EIGH under "The Commission" rules and

regulations can neither be borrowed against nor sold short. Again the company and the shareholders

informed "The Commission" and FINRA of these facts which form our perspective, both regulators have

deemed illegal naked shorting against the shareholders of EIGH and the public at large is not worthy of

action or interest. Again one can only assume a total lack of duty of care especially when correspondence

from those engaged in this apparent illegal act was sent to "The Commission" and FINRA. I find that

admission of guilt and an illegal act should or would result in action. To date nothing from those charged

and in office to protect irrespective of their views of the events alleged in this case.

33. The increase in trading volume came from the introduction of Jerry Williams to the

Company by Tom Kelly and the new high level associations and success the Company had achieved in

Barbados. I and the Company believed the Monks Den Group operated appropriately and with the

Page 54: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

rules as we had been informed. Due to the current pending action, I will not engage in further

Page 55: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

discussion other than to state that we were told that there were several hundred investors who if they

liked a company would buy the stock off the market in the now legendary "float lock down process"

employed by Monk. Yes volume would go up but I believed that was through legitimate practices.

34. EIGH did not pay the dividend. On October 14, 2010, and I and Kelly disseminated a

press release to explain the reason why and that a mistake had been made. The fact that the

mistake was identified and the dividend withdrawn was the correct procedure and demonstrates the

true intent. As stated, this event is a matter of opinion and was a mistake due to miss information

received and as accordingly and appropriately, once the mistake was identified, a formal notification

was made to the regulators and the markets, to withdraw the dividend. As stated, this event did illicit

the fact that there was indeed a significant illegal naked short sale position in the Common stock of

8000 Inc as relayed to "The Commission".

35. I did not sell 58.6M shares of the stock of 8000, Inc directly or indirectly. As has been

shown and can be shown much is still unsold and the stock that was collateralised for the stock loans

was never at any stage in my control and some 13.5M shares of the total are not sold which can be

proven. It is and was impossible for me to do so as stated, as per the legal agreements and as per the

facts. The proceeds of which, as has been shown, were invested into the Company as intended and as

always stated. Regarding my other sales, note all sales were undertaken by a licensed broker, through

correct procedures and over a significant period of time, unlike other parties as has now been

discovered. Furthermore, there were no significant sales of stock during the time of what I felt to be

inflated share price which is a fact. If as "The Commission" wrong assume that this was a scheme and

Page 56: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

plan to defraud and profit, I would have sold many millions of shares at the time of the highest pricing!

Page 57: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Note these millions of shares are still held in my account,

36. I did deposit 29.5 million of the unrestricted shares acquired from the Former

CEO to my brokerage account maintained in my own name and did so legally and correctly with all

compliance requirements and checks met. As correctly stated, between December 2009 and

October 2010, I sold some of the unrestricted shares from my account into the market which confirms

the "The Commissions" inaccuracies in that nearly 13.5M shares are still unsold. I either sold 29.5M

shares or I didn't and "The Commission" can't have it both ways and as my accounts and the records

show absolutely, I did not sell 29.5M shares into the market!

37. I did not sell 37.5 million restricted shares acquired from the Former CEO to the Loan

Company for approximately $1.5 million. The transaction was between Wall, the former CEO and the

Loan Company. The stock was collateralized for stock loans with the stock transferred from the Former

CEO's account to that of the Loan Company after review by Duncan, my brokerage, the TA and the

clearing firm. The loans were conducted accordingly and appropriately and the stock was never in my

control and was never sold into the market by me as it could not have been. The loan agreements

between myself and the Loan Company were a not sham because both parties agreed to the loan

repayments, loan repayments were made and the return of the stock collateralized in full was written

into the contract. I committed to this fact as a matter of record that I would fully repay the loans and

that the Loan Company would return the shares to me at the end of the loan term. I did eventually

default on the loans after making two 3 monthly re-payments, and negotiating extensions for repayment

with the Loan Company, with the Loan Company forgoing the entire debt.

Page 58: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

To conclude, the loans were not a scam, it is and was impossible for them to be. The stock for

the loans was never at any point in or under my control. I did not sell them and I had it written into the

agreement that I would repay the loan repayments and that ALL the stock would be returned to me in

full and the end of the loan term. That is the fact and is provable beyond question. What the loan

Company did after they received the stock and had total control, is and was not my concern or my

responsibility. My agreement was to repay the loans which I did for a 6 month period until "The

Commission" action making it impossible for me to continue. I was to receive all shares back at the

end of term and that no shares should be sold into the market. That is what I signed up for and agreed

to in order to invest as I did in EIGH. Every supposition outside that is not factual and demonstrably

incorrect.

38. Duncan did not enable the sales of EIGH's restricted securities by me and the Loan

Company other than act as a trusted Securities Attorney, ex SEC staff. The stock certificates without

restrictive legends issued by theTA after review at multiple levels as discussed were issued as per my

understanding and belief and knowledge at the time correctly and appropriate. Furthermore the level

of independent review would allow any individual to believe the issuance was done so correctly and

without influence and or control. Note, even after issuance and legal approval, my brokerage still had

to deposit any stock in a clearing firm account after review by their independent team. As is public

knowledge, Clearing firms only communicate with brokerages and do not communicate directly with

members of the public. They approved independently the legal opinions supplied and deposited the

stock without influence or control by myself. They accepted, as I did, that the stock was issued and

approved as free trading which I believe it was and is, and was told so by legal counsel and the Loan

Company, the clearing firms and theTA.

Page 59: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

39. It is fact, is as can be shown, demonstrated and proven, that I only ever used one

trading account during this period that any and all stock I purchased was purchased in cash, paid for

appropriately and correctly. I did not ever use an on line brokerage and always conducted my sales

through a licensed broker at arm's length. However, I would disagree with the stock figure offered by

"The Commission" regarding this point.

40. There was no hiding of the sales of my shares whatsoever and there was no scheme

nor deliberate filing or positing of false and misleading financial reports. At this point this charge should

be

levied at "The Commission" based on their inaccurate and false statement that there was never an

8000 Inc shop or that I controlled the securities or that I sold 58.6M shares.

41. As an acting and licensed Securities Attorney and indeed ex SEC Staff Attorney, I would

expect to be able to rely on any legal opinion or letter issued by the individual concerned. The financial

information was issued by the "subsidiary" companies and added to the "groups" financials. The

information can be shown and proven to have been instigated and initiated by the individual companies

and not by myself. The facts of the financials for 8000 Inc inters of orders and spend are true, have

been

proven and can be shown and yet are dismissed by "The Commission" for reasons quoted in the opening

summary. Duncan provided the ACI letters to OTC Markets at the Company's direction and as would be

expected under my agreement, I was asked for opinion and advice. I was also under the agreement

between myself and 8000 Inc responsible for compiling all the information for review in a single

document. Duncan received factual information and it is my opinion his ACI letters were acceptable

and correct. It is interesting that "The Commission" have ignored the very facts and foundations of

the business of EIGH because it proves that there was a business and that other than some

Page 60: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

areas of dispute, what occurred was as stated. As an example, "The Commission" claims there was

never a

Page 61: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

shop. There was fact. They claim the Company did not produce sportswear. Ask then where the 350

Golfers and athletes of the Barbados National AAAB team, their supporter's event volunteers and

management receive their shirts, caps, bags and shorts? Another fact! In my opinion it is easy to

dismiss fact to ensure that a story fits the ending required and I am of the absolute opinion that

certain facts are being ignored, certain information acted upon by "The Commission" is incorrect but

there was a business, a thriving business and there was and is a significant illegal naked short in

EIGH, they are the facts and seemingly ignored.

42. Please note again in defence of Duncan, the Transfer Agent did in fact send the

shareholders lists which were sent to Duncan as part of the package. With regards to a meeting

between Duncan and Kelly, (8000 Inc. CEO and Company Securities Attorney), I am aware that this

was facilitated between the two of them under their own cognisance and at the earliest

convenience as agreed between the two of them.

43. As stated, and as can be proven, I did not have control of the company at any point until

he was forced to take the CEO role at the point of SEC action when both Duncan and Kelly acted in a

way that can only be described as running away and finger pointing. With reference to the legal

opinions, at the point they were issued I could only assume that Duncan was in good standing and thus

his opinions could be relied upon. Furthermore, the final gatekeeper for any and all stock, its issuance

and nature is the Transfer Agent. At all times the Transfer Agent, Signature Stock Transfer, namely

Jason Bogutski, reviewed and approved all documents issued to him by Duncan. At this point, the

Transfer Agent released the stock without coercion or influence of any control exerted upon him by

any third party or external individual or entity.

Page 62: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

In terms of the use of the word "directed", it is assumed to be normal practice to ask a securities

attorney questions such as, " I can acquire in cash aged stock from an historical officer of a Pink Sheet

Company? If I do, what would be the status in terms of restricted legend for that stock?" One would

then assume a response either positive or negative and if positive then it would be expected that a legal

opinion would be issued from the attorney assuming, as I did at the time, that the attorney was in good

standing. If that is "directing" Duncan to issue legal opinions, then every individual who requests review

and a legal opinion in relation to stock and receives a legal opinion should be charged likewise. Again I

can only assume that information has been offered to "The Commission" that is factually incorrect and

as has and will be shown, the providers of this information have and do not act honestly or honourably.

44. This again is factually incorrect as there was no concealment of control of position. At no

point and through legal opinion and advice, I did not have a controlling interest in stock in 8000 Inc.

There was no concealing of the sales of restricted stock as can be shown as all requested and required

disclosures and information was sought and provided to Duncan and the Transfer Agent. Furthermore

the stock was not restricted due to the approval fit for sale granted to 8000 Inc by FINA, through the

simple fact prior to myself receiving any stock, the Transfer Agent had to approve its release and

secondly due to the fact the stock was aged more than 2 years. Thus again inaccurate statements have

been made and publicised as there was no concealing of shares other than Kelly's documented sales. 1

sold my shares through an arm's length licensed broker through appropriate and correct procedures

and did not utilise any on line brokerage accounts or firms and thus if there was any concealment then

the brokerage firm would have to have been aware. They were not as there was none and their own in

house team, and that of the clearing firm, and TA, reviewed all legal documentation prior to depositing

and clearing the stock. Thus the allegations of "The Commission" to be true must be based on the fact

Page 63: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

that I controlled Duncan, the brokerage attorneys, the clearing firm attorneys and the transfer agent in

Page 64: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

order for the allegation to have any substance. Thus this allegation is false, technically flawed and not

true as it would be impossible for it to be as described by "The Commission".

45. In April 2010, EIGH correctly submitted an application to the Depository Trust and

Clearing Corporation ("DTC") based on the FINRA approved 15c2-11 requesting DTC provide EIGH

with Book Entry and continuous net-settlement services for its common stock. The same month,

Duncan provided DTC with an opinion letter and a stock certificate for one million shares of EIGH

registered to Kelly. In his opinion letter, Duncan stated that Kelly was not an affiliate of EIGH and had

acquired the shares from EIGH more than a year earlier although he knew that Kelly was serving as

CEO of EIGH and he had prepared an opinion letter for Kelly's shares reflecting that Kelly had

acquired the shares from myself on March 23, ·2010. I can only assume that this was in fact a

mistake as Duncan submitted correctly an application for DTC eligibility. What is interesting is that

DTC eligibility was denied due to the fact that the DTC officer stated that the 802 exemption was

not an acceptable exemption for the purpose of eligibility. I at this time submitted a DTC

internal memo clearing identifying the 802 exemption as acceptable and normal practice for the

purpose of eligibility. It is this kind of deceit and hindrance offered to Company that may explain

through frustration and anger mistakes being made.

46. As stated, legal opinion of at least three independent securities Attorneys offered the

stated that the aged stock owned by myself was not restricted. This was also confirmed through

issuance by the Transfer Agent and his acceptance at all levels. Thus I sold unrestricted stock as

approved and as directed. The $150,000 was therefore not proceeds from restricted stock they were

Page 65: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

proceeds from appropriately sold shares and were as per the agreement in place, payment for the

services of Duncan as Securities Attorney to 8000 Inc.

47. I as stated I refute and can evidence that the allegations and charges have been and

can be addressed and counter that a grave miscarriage of justice, mandate and duty of care has

been undertaken against myself by "The Commission" through deliberate non action and through

ignoring the facts. It is important to know "The Commission" stated they were aware of an illegal

naked short position in 8000 Inc, a stock that it was impossible to short, stating the short was

insignificant. I now has

factual recorded data that shows "The Commission's statement of the size of the illegal naked short

was inaccurate and incorrect at the time significantly and thus under their mandate they should have

acted or at least performed their role as defined. Furthermore, having been informed of the facts and

admissions by several brokerages, proving absolutely that there was an illegal naked short, simply a

fraud against the shareholders and the Company, with these facts now known and in the hands of "The

Commission", surely they should have acted and are thus culpable in the fact they have not?

48. Dissemination and Transportation of facts can be defended and the charges and

allegations are a matter of opinion and are best judged publicly. It has been shown that "The

Commission" has relied upon statement and testimony from individuals who have at best been biased in

their communications and interpretations with "The Commission". It has been shown that "The

Commission" has not disseminated the facts correctly to the public and that assumptions have been

made on incorrect information. There was no coercion; there was no scheme other than that engaged in

hiding the illegal naked short selling of 8000, Inc common stock known to "The Commission".

Page 66: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

assumptions. It would be more correct to state that "The Commission" violated its duty of care and

mandate facilitating the continuation of a fraud against the shareholders and did so knowingly due to the

simple fact that the absolute proof of illegal naked shorting has been in the hands of "The Commission"

since 2010. That "The Commission" issued incorrect statement dismissing the illegal naked short

position in the stock of 8000 Inc through incorrect fact and statement and that even though it has been

admitted since early 2010 that they did and do hold an illegal naked short position in 8000 Inc,

that "The Commission" still fail to act as per their own directive. This is a terrible indictment of "The

Commission" without exception.

COUNT II Fraud in the Offer and Sale of Securities

Aiding and Abetting Violations of Sections 17(a) of the Securities

Act (Against Defendants I, and Kelly)

50. The defendant denies and incorporates by reference the allegations in

paragraphs 1through 51 above.

51. 1 did not provide substantial assistance to EIGH in the offer or sale of its securities, by

use of the means or instruments of transportation or communication in interstate commerce or by the

use of the mails, nor by (a) employing devices, schemes, or artifices to defraud; (b) obtaining

property by means of untrue statements of material fact or omissions to state a material fact necessary

to make the statements not misleading; nor (c) engaging in transactions, practices, or courses of

business which operated as a fraud or deceit upon the purchasers of such securities. I acted

accordingly and

Page 67: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

appropriately within my remit and through my agreement with the Company unknowingly against the

nl:: nc; nr nthPrc;

Page 68: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

As can be shown, and can be demonstrated and will be proven, there was no dumping of stock,

no scheme to increase the share price, no control of 8000 Inc stock, no selling of restricted securities

and all associated actions as described were conducted through, by and with the approval of at least 2

levels of compliance review and or legal approval which can be relied upon n court.

COUNT IV

Fraud in Connection with the Purchase or Sale of Securities Violations of Section 10(b) of the Exchange Act and Rules IOb-S(a) and lOb-S(c) ·.

(Against EIGH, I, and Kelly)

52. The statement made by "The Commission" in relation to engaging in conduct directly or

indirectly, acting intentionally, knowingly or recklessly in terms of my owning and selling is securities has

been proven to be entirely incorrect. There was no fraud, no scheme and no deception. The assumption

of a scheme is also entirely incorrect as no such scheme or plane existed. In terms so of press

releases,

"The Commission" has ignored facts but I accept there is some degree of interpretation and opinion which

is opposite of my beliefs and opinion. There was in my opinion and from myself, absolutely no deceit.

There is however throughout this entire matter, deliberate deceit and ignorance, and a lack of duty of

care under their mandate by "The Commission". Simply the quoted distribution of malicious unfounded

information into the public domain demonstrates a total lack of professionalism and integrity by "The

Commission". I reference the wildly inaccurate and false statement and publicly referencing "The

Commission" in the Barbados Press that the Company was not in the process of opening or having or

fitting out a store in Barbados. The facts being the lease, the refurbishments and payments made suggest

this is a deliberately issued malicious and false allegation from "The Commission" and in my opinion is

typical of their behaviour to date regarding the matter. The fact that brokerages admitted they were

Page 69: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

non-action and the fact that "The Commission" has demonstrated that it does not issue factually correct

information either knowingly, directly or indirectly as clearly demonstrated in the letter issued from the

Office of the chair of "The Commission" Mary Schapiro, dated 3rd May 2011, where the quoted number

of shares illegally short for the period appears to be three times less than is admitted in one single

brokerage account. Thus if this information and that issued to the press is incorrect and demonstrably

incorrect, how can any individual or any court accept as fact anything that they have stated or will state

and I would reference the latter dated 3'd May 2011 representing the Office of the Chair of "The

Commission". Again, "The Commission" has offered information and false allegations that can be proven

to be flawed at the very basic of levels and has employed avoidance, ignorance and misleading tactics

to make a case that in terms of the stock, the agreements and the facts does not stand up in any way

shape or form.

COUNT VI

Fraud in Connection with the Purchase or Sale of Securities Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule lOb-S

(Against Defendants Bryant and Kelly)

53.. Again, "The Commission" has offered information and false allegations that

can be proven to be flawed at the very basic of levels and has employed avoidance, ignorance and

misleading tactics to make a case that in terms of the stock, the agreements and the facts does not

stand up in any way shape or form. For clarity, I did not at any time have a controlling of interest in

the common stock as per the legal reviews in 8000 Inc, I did not dump, nor conspire to dump, nor

instruct nor engage nor undertake any dumping of stock into the market and I did absolutely raise

appropriately funds to invest in the business which were invested and can be demonstrated. It is

Page 70: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

insufficient for "The Commission" to state that I used the wrong bank account, that there was not an

agreement in place or that invoices, purchases orders and wire transaction details for these payments

are not acceptable when the law says, these items of proof in existence are absolutely acceptable and

prove that the money was invested. It is further evidence of unacceptable action by "The

Commission" when they offer and issue to the press statements such as the 8000 Inc shop was never

in existence or planned. It was and that can also be proven. In my opinion it is a fraud by "The

Commission" to knowingly ignore such deliberate actions such as proven illegal short selling, to

knowingly issue statements they know to be false in order to maliciously discredit both myself and

the company at the expense of the Company's shareholders.

COUNT VII

Fraud in Connection with the Purchase or Sale of Securities Control Person Liability for Violations of Section lO(b) & Rule 10b- S(b)

(Against Defendant Bryant)

54. I did not directly or indirectly have the power to direct or cause or influence any managerial

policies or actions other than any other consultant under contract. As absolute evidence of this I refer to the

very simple fact that having raised the finances to invest in the Company, I gave the company $50,000 USD

for the running costs and management costs in the US, issued to Thomas Kelly, to deposit into the Company

account when set up and for the purposes of business expenses and the running there of. Thomas Kelly

decided under his own control and without my knowledge to purchase shares in 8000 Inc at a low level to

sell them later into the market at a much higher price making over the term it appears in excess of $534,000

USD. Had I have the control, one this would not have happened. Two, I would have received

compensation or a share and three it would be recorded as such through wire transactions or repayments. I

Page 71: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

was, as the records

Page 72: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

will show, led to believe by Kelly that he was short of money hence why I paid for him to travel to Barbados

for a holiday and meetings. These meetings are recorded, one such being at the offices of the AAAB.

Subsequently, having been gifted Kelly's accounts by Duncan, it was a total shock to learn that at the time of

the trip and the payment to Kelly for the Company of $50,000 USD, Kelly had more cash reserves in his

account at the time than I did after the loans were issued! If I had the control alleged, and I did not, then

these events would have not happened. Thus the allegation of fraud place at my feet is entirely wrong,

inaccurate and in my opinion do to the malicious release of false information defamatory and litigious.

55. I was not the control person as has been proven, can be proven, as has been shown and

will be shown and thus this point of law and allegation is invalid and in correct. It is clear I was used and

abused and I reference the serious actions of Kelly and Duncan resulting in a simple and easy

settlement agreement with "The Commission". Notably, the deliberate purchase of stock in 8000 Inc

from the market by Kelly unknown to all but himself generating significant profit which he claimed and

kept for himself. The issuance of misleading perceptions as to his financial position to illicit funds

supposedly for Company use, issued to the Company, but used by Kelly for personal reasons and

benefit. The issue as discussed between ''The Commission" and me is, was the money raised and was

it used for business purposes through investing in 8000 Inc. I have and can demonstrate that that is

the fact. "The Commission's view that I used the wrong account, that invoices, purchase orders and

wire transaction details, and letters from clients and customers are not legally acceptable to show that

the business bills and expenses were paid is sadly incorrect. The SEC's view that an agreement was

in not in place and subsequently updated i9s incorrect and is referenced throughout the Company

documents! The fact the SEC claimed in the press that the shop did not exist did and was in the

process of being fitted out is further proof of SEC inaccuracies and inconsistencies. That clothes were

produced and delivered shows that even when the truth is demonstrable and provable it is not always

enough, nor is the truth enough

Page 73: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

what was intended, what was delivered and what was done, was the fact and did occur. In relation to

the other matters, "The Commission" has put in writing their agreement with my position.

COUNT VIIIUnlawful Distribution and Sale of Securities

Violations of Sections S(a) and S(c) of the Securities Act

(By Defendants Bryant and Duncan)

56. Having had the process of the stock loans and my personal stock sales reviewed by

Duncan, the Transfer Agent, the legal departments at the Loan Company and the Clearing firms plus

having any and all deposits made reviewed, checked and approved at my brokerage account at the time

My Brokerage Capital, at no point was I told or instructed or advised that I needed to register the

securities. This was neither advised by FINRA on approving the 15c2-11, nor any entity, Attorney, Legal

Department or "The Commission" at any point from 2007 to 2012 even though full disclosure was always

given. The securities were aged, were held at a level below that of a control person and these facts were

checked and approved by all the levels of compliance listed above. Had the levels of stock been deemed

to be a control position, then they would never have been deposited nor approved nor purchased. That is

the simple fact of the matter and again "The Commission" is making assumptions based on misleading and

factually incorrect statements and views form individuals who have been shown to be dishonest and

acted against me without my knowledge.

Page 74: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

PRAYER FOR RELIEF

Page 75: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

No such violations were committed as described and that "The Commission" failed in its

duty of care to protect myself individually, the Company and its shareholders and that

"The Commission" have based their allegations on false statement and incorrect

assumption as can be shown;

B.

I have no wish to be associated with any US OTC company in a formal manner due to

the absolute mistrust now experienced, the treatment received through deliberate

directed false hoods released to the press and public and the simple fact that "The

Commission" does not perform its duties as per its mandate exposing the general public

to extreme risk of fraud, deception and abuse;

c.

As described there were no ill gotten gains, and the use of unexplainable excuses by

"The Commission" in why fact cannot be used to show clearly where the funds were

legitimately spent and used should be a matter for investigation and prosecution or

minimally further training and assessment of the legal counsel for "The Commission";

D.

As no wrong doing was committed in terms of the defined sale of stock I respectfully

request no civil penalties should be payable but that the courts allow and rule that I have

the right to take action against "The Commission" for public issuance of falsehood, a

public character assignation leading to the inability to work or function and the simple

fact that a now proven fraud which is defined within the absolute remit of "The

Commission" was acknowledged as fact by "The Commission" but material evidence

Page 76: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Company and its shareholders, "The Commission" still continues to not act and in so

doing aid the facilitation of the fraud against the Company and potentially other such

Companies.

E.

I have no intention of ever being an officer of any US OTC company due to the very

simple fact that "The Commission" seemingly allows such companies to be the victims of

serious fraud and facilitates this position by deliberately turning a blind eye to the

proven actions. 8000 Inc is not singularly of this opinion;

F.

I refer to the answer above but respectfully request that as no wrong doing in relation

to stock sales or stock loans was engaged in that I have the ability to continue trading

OTC stocks unabated, and ;

G.

I request that the transcript prepared and the results of any future actions are made

public and referred to the relevant authorities for investigation into the conduct of "The

Commission". To be in possession of material facts that show an illegal activity has been

undertaken and to not act is an embarrassment to "The Commission" and the US

regulators. To issue for and on behalf of the Chair of "The Commission" factually

incorrect statements should not be allowed. Finally to allow the general public and

the shareholders of 8000 Inc to knowingly suffer fraud should alert all authorities,

regulators, political and legal bodies and the shareholders of 8000 Inc to take action and

to minimally

Page 77: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

not act.

H

That it be known that "The Commission" approached and agreed to progress towards

satisfactory settlement in agreement with myself but created insurmountable and

unrealistic obstacles in simply one section of a 4 point agreement. The actions can be

proven to be manipulative and unreasonable and this fact should be made public.

Dated: January 24 2013 (submitted to the Adversary and courts January 24 2013and confirmed by Adversary as received at both the courts and themselves February 25, 2013), resubmitted March 4 2013.

Jonathan Bryant

Page 78: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

a

ey

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

secu£,-rJ€5 lhv.b D- CE CaMM c(StaAI(List the name(s) of the plaintiff(s)lpetitioner(s).)

Civ. -::;-z., I (.. .)( )

-against- AFFIRMATION OF SERVICE

tor>o/AJC ) JtW M t ?/&vf; 7lr!t:A?42 J . 'ft/.1..t' ,4-tv'b

(List the name(s) of the defendant(s)lrespondent(s).)

I, (print your name) Jo/C/ A--1H,ftt) £/! 1 , declare under penalty of perjury that II ,PI

served a copy of the attached (list the names of the documents you served):

{esfloAJ)E 70 CQt11/C/b'A.rZ: ·

upon all other parties in this case by (state how you served the documents,for example, hand delivery,

mail, overnight express) "" feCO G e. G>S •o

the

following persons (list the names and addresses of the people you served): CP'( C:.AIZ '?It$ /( fS:G"C u£t"/IGS thtl?:> Xu.tlft"lC,r£ coMA?, m ocv

Dated I Signature

Address

City, State /(/!&}'/ I(!(

Telephone Number 7) ' '7

Page 79: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Rev. 01120/3

'14-4Lq, 9o 66?6s o-:;..

E-Mail AddresJOII.Cl t!:_;fvllclro,..

Page 80: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Jonathan

From: Sent: To:Cc:Subject:

Bernstein, Deena [[email protected]] 25 February 2013 15:07JonathanCurtin, Susan E.; Kelcourse, Kevin M.; [email protected] RE: SEC v. 8000, Inc. et al.

Dear Mr. Bryant:

I have confirmed with the ProSe office that I have a received a filing that purports to be an answer. Please call the Pro Se office so that they can provide you with instructions regarding filing electronically with the ECF system given that the court appears to authorized access on February 8, 2013 (ECF 13-endorsed order).

Deena R. Bernstein

From: Jonathan [mailto:[email protected]]Sent: Monday, February 25, 2013 11:59 AMTo: 'Jonathan'; Bernstein, DeenaCc: Curtin, Susan E.; Kelcourse, Kevin M.; COURTNEY [email protected] Subject: RE: SEC v. 8000, Inc. et al.

Dear All,

Please see copy of the service of my response to my adversary as required. Please note as agreed by both parties, email communication was acceptable and please note the date of service.

Ms Bernstein, please can you confirm with the ProSe office that you were served with my response as required and acknowledge receipt. If you cannot inform the ProSe Office you were served, as indeed you were, please advise and I will take the appropriate actions. As stated, copy was sent to the Judge's chambers, it was to the ProSe Office and as confirmed.

Yours.

Jonathan Bryant.

This email and any attachments to it may be confidential and are intended solely for the use of the individual to whom

it is addressed. Any views or opinions expressed are solely those of the author. If you are not the intended recipient of

this email, you must neither take any action based upon its contents, nor copy or show it to anyone. Please contact

the sender if you believe you have received this email in error.

Page 81: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

From: Jonathan [mailto:[email protected]: 17January 2013 07:15To: 'Bernstein, Deena'Cc: 'Curtin, Susan E.'; 'Kelcourse, Kevin M.'Subject: RE: SEC v. 8000, Inc. et al.

Dear Ms Bernstein,

Thank you for your letter and please see attached my written

response. Jonathan Bryant

This email and any attachments to it may be confidential and are intended solely for the use of the individual to whom it

is addressed. Any views or opinions expressed are solely those of the author. If you are not the intended recipient of this

email, you must neither take any action based upon its contents, nor copy or show it to anyone. Please contact the

sender if you believe you have received this email in error.

From: Bernstein, Deena [mailto:[email protected]]Sent: 16 January 2013 10:36To: Jonathan ([email protected])Cc: Curtin, Susan E.; Kelcourse, Kevin M.Subject: SEC v. 8000, Inc. et al.

Dear Mr. Bryant:

Please see the attached letter reflecting our settlement position.

Page 82: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Deena R. Bernstein

Senior Trial Counsel

2

Page 83: SEC v. 8000, Inc. Et Al Doc 20 Filed 15 Mar 13

Recommended