SARBANES-OXLEY ACT 2002 – SOX
An act passed by U.S. Congress in 2002 to protect investors from the possibility of fraudulent accounting activities by corporations. The Sarbanes-Oxley Act (SOX) mandated strict reforms to improve financial disclosures from corporations and prevent accounting fraud.
The Sarbanes-Oxley Act Section 302 is listed under Title III of the act, and pertains to ‘Corporate Responsibility for Financial Reports’.
Summary of Section 302
Periodic statutory financial reports are to include certifications that:
• The signing officers have reviewed the report
• The report does not contain any material untrue statements or material omission or be considered misleading
• The financial statements and related information fairly present the financial condition and the results in all material respects
• The signing officers are responsible for internal controls and have evaluated these internal controls within the previous ninety days and have reported on their findings
• A list of all deficiencies in the internal controls and information on any fraud that involves employees who are involved with internal activities
• Any significant changes in internal controls or related factors that could have a negative impact on the internal controls
Liability for a false Section 302 Certification
A CEO or CFO signing a false Section 302 Certification potentially could be subject to an SEC enforcement action for violating Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and private actions under Section 10(b) of the Exchange Act and Rule 10b-5. A false Section 302 Certification also may have liability consequences under Sections 11 and 12(a)(2) of the Securities Act of 1933 where a quarterly or annual report is incorporated by reference into a registration statement. Penalties in SEC enforcement actions could include civil money penalties and/or injunctive actions. Relief in private actions could include monetary damages.
In egregious cases, where a false Section 302 Certification was “willfully” provided, the SEC may refer the matter to the Department of Justice for possible criminal prosecution under criminal statutes that existed prior to enactment of the Act. The Act increases the criminal penalties ( fines up to five million dollars and imprisonment up to 20 years ) for a “willfully” false Section 302 Certification.
Though there may be an increase in actions against CEOs and CFOs based on the Section 302 Certification requirement, any such action brought against a CEO or CFO based upon his or her Section 302 Certification will not be successful if brought solely on the basis that material information was incorrect or missing from an annual or quarterly report. Any cause of action would also have to allege that the officer believed, knew, or should have known that the information was material and incorrect or absent from the report.1 How effectively a CEO and CFO document their actions taken in connection with the preparation of an annual or quarterly report may be critical to avoiding liability.
To learn more about SARBANES-OXLEY ACT 2002 go to http://www.sec.gov/
EQCO2, Inc. (CLNO) Files Form 10-Q
On Sept 16, 2013 EQCO2, Inc. (CLNO) CEO Billy Barnwell and CFO Arnold F. Sock signed off on the company’s FORM 10-Q. The filing was received on Sept 23, 2013. The entire 10-Q can be found http://www.otcmarkets.com/edgar/GetFilingHtml...ID=9520301
Interesting Excerpt from EQCO2, Inc. (CLNO) FORM 10-Q
On August 26, 2013 the Company issued a related party 500,000 Series B Preferred shares in compliance with the terms of the Exchange Agreement with Discovery Carbon Environmental Securities Corporation of May 8, 2013 because the related party had satisfied all of the conditions of that Exchange Agreement required of the related party in order for him to receive the Series B preferred shares. Each share has 50,000 votes.
Check this out: ‘related party’ happens to be none other than EQCO2, Inc. (CLNO) CEO “Billy Barnwell” and the Company issued a 500,000 Series B Preferred shares in the maneuver mentioned above to give him 93% voting control of the company.
This FORM 10-Q will be under close scrutiny and remember, EQCO2, Inc. (CLNO) CEO Billy Barnwell and CFO Arnold F. Sock could face significant penalties if they certify that the company’s books are accurate when they are not.
Furthermore, DISTRICT COURT JUDGE awarded to Crown Equity Holdings on September 13, 2013, a TRO (Temporary Restraining Order) Against Discovery Carbon and EQCO2, Inc. (CLNO) CEO Billy Barnwell. ( http://crownequityholdings.com/restraining_or...rnwell.pdf ). Arnold F. Sock is Secretary and CFO of CLNO; Shad Sullivan is Director of the company.
The TRO effectively shuts down all EQCO2, Inc. (CLNO) officers, directors including Arnold F. Sock Esq. (non practicing) from engaging in any activity that might be damaging to the company’s shareholders.
The TRO effectively locks all EQCO2, Inc. (CLNO) officers, directors including Arnold F. Sock Esq. (non practicing) out of the corporate bank account and stops any and all transactions and issuance of stock certificates at the transfer agent that handles the company’s stock transfers.
The TRO specifically prohibits all EQCO2, Inc. (CLNO ) officers, directors including Arnold F. Sock Esq. from removing, destroying, mutilating, concealing or altering any documents that relate to Discovery Carbon Environmental Securities.
Crown Equity Holdings is seeking a cancellation of the Exchange Agreement between Discovery Carbon Environmental Securities and Cleantech Transit, Inc. In addition, Crown Equity had notified the SEC, Finra and FBI of possible inappropriate solicitations, fraud and lack of transparency by EQCO2, Inc. (CLNO) CEO Billy Barnwell.
The Legal Complaint alleges breach of contract, nonperformance, fraud and misrepresentation against the Defendants.
Read the entire Lawsuit at ( http://crownequityholdings.com/CRWE_vs_EQCO2.pdf ) with the Case No. A-13-687800-C ( http://crownequityholdings.com/CaseDetail.aspx.htm ) and Current SEC Filings at http://crownequityholdings.com/sec_filings.html .
Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as the Company or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, such statements in this release that describe the company’s business strategy, outlook, objectives, plans, intentions, or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. These risks and uncertainties include among other things, product price volatility, product demand, market competition, and risk inherent in the operations of a company.
