UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 68064 / October 18, 2012
ADMINISTRATIVE PROCEEDING
File No. 3-15072
In the Matter of
CARLTON L. WILLIAMS,
Respondent.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) against Carlton L. Williams (“Respondent”).
II.
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth below.
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III.
On the basis of this Order and Respondent’s Offer, the Commission finds that:
1. Williams, age 52, resides in Lake Forest, California. Williams was previously registered with the Commission as a registered representative, but he was not registered with the Commission at the times of the conduct alleged in the Commission’s complaint.
2. On February 15, 2012, a judgment was entered by consent against Williams, permanently enjoining him from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”), and Section 15(a) of the Exchange Act, in the civil action entitled Securities and Exchange Commission v. Joseph R. Porche, et al., Civil Action Number SACV 10-01165 DOC (RNBx), in the United States District Court for the Central District of California.
3. The Commission’s complaint alleged that Williams was a member of the sales staff of Kensington Resources, Inc. (“Kensington”), an entity through which Williams and others solicited investors in American Environmental Energy, Inc. (“AEEI”), the purported “green energy” company to which investor funds were to be sent. The complaint further alleged that Williams participated in an offering of AEEI stock, which is a penny stock, and was a member of its sales staff and that, through the offering, Kensington raised over $11 million from approximately 200 investors nationwide. The complaint also alleged that Williams received commissions for his sales of AEEI stock and was not registered with the Commission at the time of the sales.
IV.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondent Williams’ Offer.
Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Williams be, and hereby is:
barred from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent.
Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the
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Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.
By the Commission.
Elizabeth M. Murphy
Secretary
