Eight individuals have been charged after allegedly running a $2 million pump-and-dump scheme.

Jeffrey Martin, of Orlando, Fla., and Thomas Tedrow, of Winter Park, Fla., were charged with fraud on Tuesday in U.S. District Court for the Middle District of Florida in Orlando.

In its complaint, the SEC alleges that Martin and Tedrow concealed that Mainstream Entertainment was a shell company. The pair allegedly intended to merge Mainstream with a purported solar energy company, First Power & Light, to create a new corporation, Volt Inc. Volt and its predecessors had no business operations and nominal assets as of March 2011.

Between 2011 and 2014, Tedrow and Martin allegedly executed a scheme to sell millions of unrestricted shares of the companies in the open market while spreading false positive information about them.

The pair allegedly issued false press releases and false statements to broker-dealers and transfer agents, used a stock promoter to make cold calls with false materials, and made false SEC filings to artificially inflate the price of Mainstream stock.

Tedrow and Martin also allegedly engaged in matched trading designed to emulate legitimate investor interest, while selling millions of shares of Mainstream into the manipulated market.

Mainstream Entertainment is now known as Volt Solar Systems. On May 22, 2014, the SEC suspended trading in Volt’s securities, and on December 16, 2015, the SEC revoked the registration of Volt’s securities.

Tedrow’s two sons, Christian Tedrow and Tyler Tedrow, allegedly drafted some of the false documents about Mainstream and received millions of purportedly unrestricted shares that they sold in the open market, without registering the shares or having a valid exemption from registration.

This was not the SEC’s first run-in with Jeffrey Martin and Thomas Tedrow – according to a June 2001 SEC filing, the two settled accusations of insider trading and falsifying reports regarding Am-Pac International, a company they had once controlled, by paying approximately $58,000 in combined penalties. As part of the settlement, the pair neither admitted nor denied the allegations.

 

In its complaint, the SEC alleges that Tarrytown, N.Y.-based Beaufort Capital Partners and its principal, Robert Marino, unlawfully sold Mainstream shares acquired from Martin in unregistered transactions.

“Mr. Marino and his company have always worked to conduct themselves lawfully and in good faith," said Kevin Galbraith, his attorney. "We strongly disagree with the complaint’s allegations against my clients, and will contest this matter vigorously.”

The SEC also alleges that Harold Swart Jr., of Kissimmee, Fla., unlawfully publicly sold Mainstream shares based on false statements to his broker-dealer. Swart, and his firm, Swart Baumruk & Co., are also alleged to have violated an SEC order suspending them from appearing or practicing before the SEC as accountants based on the accounting work they performed for Mainstream.

In its action, the SEC also charged six entities as relief defendants for the purpose of recovering illegal proceeds.

The SEC seeks permanent injunctions and disgorgement with interest against all defendants, civil penalties and penny stock bars against all but Swart Baumruk, and an officer-and-director bar against Martin.

Swart and Swart Baumruk consented to an entry of final judgment, paying more than $69,000 in combined disgorgement and prejudgment interest. Swart agreed to a penny stock bar and a $41,946 civil penalty.

In separate orders, the SEC has instituted administrative proceedings against Karen Aalders of Orlando, Fla., and Sterling Craig Barton of Pearland, Texas, for their alleged role in the scheme.

According to the SEC, Barton assisted the Mainstream scheme by designing a sham contract to give the shell company the appearance of having revenue and operations. Barton is alleged to have sold Mainstream shares based on false statements to his broker-dealer.

Aalders allegedly acted as a nominee officer and director of Mainstream, forging a series of corporate documents and making false statements to accountants, a transfer agent and the SEC.

Aalders and Barton each agreed to cease-and-desist orders and penny stock bars without admitting or denying the SEC’s findings. The pair paid approximately $61,000 in combined disgorgement. In addition, Aalders received an officer-and-director bar, while Barton was ordered to pay $100,000 in civil penalties.

Correction: An earlier headline said all eight defendants in the case were charged with fraud. Robert Marino and Beaufort Capital Partners were not charged with fraud.