G. Stocker Engaged in Securities Fraud By Creating a New Corporation, Trendsetter Solar Products, Inc., which Fraudulently Assumed the Identity of an Existing Inactive Shell, Computer Communications, Inc. 133. Upon information and belief, Stocker knew in April 2006 that a public company named Computer Communications, Inc. had been previously incorporated in the State of Nevada, that the company’s shares had been publicly traded in the over-the-counter market under the trading symbol “CCMM” with CUSIP number 204885107, and that the company’s shares were no longer actively trading. This pre-existing public company is referred to in this complaint as “Computer Communications Old.” 134. With knowledge of the pre-existing company, Stocker incorporated a new company with the same name, Computer Communications, Inc., with the State of Nevada. He signed a certificate of incorporation and, using the means of interstate commerce or the mails, caused the certificate to be filed with the State of Nevada on April 21, 2006. This new company is referred to in this complaint as “Computer Communications New.” 135. Stocker was the incorporator of Computer Communications New. 136. On or about May 31, 2006, Stocker entered into an agreement to sell Computer Communications, Inc. to James Holmes in exchange for an unknown amount of consideration. 137. At the direction of Stocker, Holmes filed a Certificate of Amendment for Computer Communications, Inc. with the State of Nevada on May 31, 2006, changing the name of the company to Trendsetter Solar Products, Inc. 138. At the direction of Stocker, Holmes signed a Unanimous Written Consent of the Board of Directors and Majority Shareholder in Lieu of Special Meeting (Computer Consent) that changed the name of Computer Communications Inc. to Trendsetter Solar Products, Inc., and authorized the company to conduct a 1 share for 1,000 share reverse split of its common stock. Case 2:08-cv-01475-FJM Document 1 -30- Filed 08/11/2008 Page 30 of 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 139. On June 2, 2006, Stocker sent a letter to The Nasdaq Stock Market, Inc., with a copy to Manhattan Transfer, in which he falsely represented that Computer Communications, Inc., which had traded under the symbol “CCMM” with CUSIP number 204885107, was changing its name to Trendsetter Solar Products, Inc. and conducting a reverse split of 1 share for 1,000 shares on the proposed effective date of May 15, 2006. He submitted a copy of the Computer Consent with his letter. 140. Stocker’s statements to The Nasdaq Stock Market, Inc. and Manhattan Transfer in the June 2, 2006 letter were false and misleading. Computer Communications New had never traded under the symbol “CCMM.” The common stock of Computer Communications Old had been assigned the unique CUSIP number 204885107. Stocker omitted to disclose the material fact that Computer Communications New and Computer Communications Old, while sharing the same name, were different entities. He omitted to disclose that he and Holmes were not officers or directors of Computer Communications Old. He misrepresented that the Computer Consent was from the shareholders of Computer Communications Old. 141. Stocker knew that his statements to The Nasdaq Market, Inc. and Manhattan Transfer in the June 2, 2006 letter were untrue and that he had omitted material facts necessary to make the statements he had made not misleading. He knew from his participation in the incorporation of Computer Communications New on April 21, 2006, that he was the incorporator, and Holmes was the director of Computer Communications New rather than the pre-existing company known as Computer Communications Old. Stocker knew that Computer Communications New had never traded under the symbol “CCMM” with CUSIP number 204885107. Rather that symbol and CUSIP number had been assigned to Computer Communications Old, the pre-existing company. He also knew that Computer Communications New was the entity changing its name and offering to sell shares under the guise of a reverse split, rather than Computer Communications Old as he represented in the letter to Manhattan Transfer and The Nasdaq Market, Inc. He did not possess a name change amendment Case 2:08-cv-01475-FJM Document 1 -31- Filed 08/11/2008 Page 31 of 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 from the board of directors of Computer Communications Old. Instead, he submitted the Computer Consent signed by Holmes as the director of Computer Communications New. 142. Based on Stocker’s June 2, 2006 letter, The Nasdaq Stock Market, Inc. posted an announcement on its Daily List on June 9, 2006, that Computer Communications Old was changing its name to Trendsetter Solar Products, Inc. and conducting a 1 for 1,000 reverse split. The Daily List was republished on the Internet at http://www.otcbb.com/dailylist . 143. At the direction of Stocker, Holmes contracted with Manhattan Transfer to serve as the transfer agent for Trendsetter Solar Products, Inc. and provide transfer services including the issuance and transfer of new stock certificates. 144. Stocker caused Manhattan Transfer to submit a Transfer Agent Verification Form to The Nasdaq Stock Market, Inc. and the Depository Trust & Clearing Corporation on June 6, 2006, that falsely represented that Computer Communications Old, with CUSIP number 204885107, was changing its name to Trendsetter Solar Products, Inc. on June 12, 2006, and conducting a reverse split to reduce its outstanding shares from 25,000,000 to 25,000. Manhattan Transfer’s communication with the Depository Trust & Clearing Company was in effect an offer by Stocker and Carrera Capital to purchase the shares of Computer Communications Old that the Depository Trust & Clearing Corporation held on behalf of various public shareholders in exchange for new shares in Trendsetter Solar Products, Inc. 145. In response to Stocker’s offer, the Depository Trust & Clearing Company and other shareholders sent on June 22, 2006, by means of interstate commerce, the share certificates for at least 5,544,643 shares of Computer Communications Old to Manhattan Transfer to be exchanged for at least 5,544 shares of Trendsetter Solar Products, Inc. These transactions constituted sales of securities, in that a security of one company was exchanged for a security of another company. Case 2:08-cv-01475-FJM Document 1 -32- Filed 08/11/2008 Page 32 of 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 146. Stocker obtained property, the 5,544,643 shares of Computer Communications Old from the Depository Trust & Clearing Company and other shareholders, by means of untrue statements that 5,544,643 shares of Computer Communications Old was changing its name to Trendsetter Solar Products, Inc. and conducting a 1 share for 1,000 share reverse split. 147. Stocker’s transaction, practice, and course of business in creating a new corporation with the same name as 5,544,643 shares of Computer Communications Old, and fraudulently taking over the identity of the pre-existing company, operated as a fraud or deceit upon the Depository Trust & Clearing Company and other shareholders, because they exchanged their shares of 5,544,643 shares of Computer Communications Old for shares of Trendsetter Solar Products, Inc. under the false belief that they were receiving shares in the same company when in fact they were receiving shares in a new and unrelated company. 148. Through the actions described above, Stocker created the false appearance that he had taken over 5,544,643 shares of Computer Communications Old, and changed its name to Trendsetter Solar Products, Inc. 149. Upon information and belief, third parties paid Stocker at least $25,000 for the purchase of Computer Communications, Inc
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