On August 2, 2016, Leonid Momotok of Suwanee, Georgia pled guilty before United States Magistrate Judge Ramon E. Reyes, Jr. in United States District Court for the Eastern District of New York to one count of conspiracy to commit wire fraud.

The criminal charges against Momotok arose out of the same conduct alleged by the SEC in a civil securities fraud action filed in August 2015. Read More

The Securities and Exchange Commission (SEC) announced that the federal district court in Rhode Island has entered a final judgment against Kenneth Rampino, a resident of Seekonk, Massachusetts and a practicing attorney, ordering him to pay approximately $39,000 to settle allegations that he engaged in insider trading in the stock of Bancorp Rhode Island, Inc. (BankRI).

In June 2015, the SEC charged Anthony Andrade, a former member of the board of directors of BankRI, and three of his friends and close business associates, including Rampino. According to the SEC’s complaint, filed in federal court in Providence, Rhode Island, Andrade illegally tipped inside information about BankRI’s potential acquisition to the three friends and associates, each of whom traded on the inside information Andrade supplied to them, and collectively profited by over $80,000 when BankRI’s stock price significantly increased after an acquisition announcement was made public. Read More

On July 25, the Honorable Sam R. Cummings of the United States District Court for the Northern District of Texas granted summary judgment for the SEC on all claims against the father-and-son duo of Paul and Jeffry Downey, and John Leonard, all involved in oil-and-gas fraud, finding them liable on all charges.

The SEC’s action, filed in November 2014, alleges that the defendants raised nearly $5 million from 17 investors in a securities offering in the Permian Advanced Oil Recovery Investment Fund I, LP (PAOR), in which the Downeys’ company, Quest Energy Management Group, Inc. (Quest), served as PAOR’s operating general partner. The SEC’s complaint alleges that the Downeys violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and alleges that Leonard violated Section 15(a) of the Exchange Act, and seeks permanent injunctions, money penalties, and disgorgement of illicit earnings from the illegal offerings. Read More

On July 28, 2016 the Securities and Exchange Commission (“SEC”) announced an asset freeze it has obtained against three men who aren’t registered to sell investments and allegedly went on lavish shopping sprees with more than $5 million raised from investors to purportedly develop a resort.

In an emergency action filed in federal court in Atlanta, the SEC alleges that Matthew White, Rodney Zehner, and Daniel Merandi fraudulently issued $1 billion in unsecured corporate bonds out of a shell company they own and claimed the money would be used to fund the resort project. But they never came close to raising the funds necessary to start the project, and meantime they pocketed the $5.6 million they did raise and used it for personal purchases at Saks Fifth Avenue, Gucci, Louis Vuitton, Prada, and Versace.

The SEC’s complaint filed yesterday alleges that White, Zehner, Merandi, and their companies violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5. The SEC seeks permanent injunctions, disgorgement, and penalties against all of the defendants. The court order obtained late yesterday freezes defendants’ cash held in a brokerage account and freezes the bonds held in a separate brokerage account.

For further information about this securities law blog  post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit  www.securitieslawyer101.com.   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

On July 26, 2016, the Honorable Charles R. Breyer of the United States District Court for the Northern District of California entered a final judgment against Luca International Group, LLC, Luca Resources Group, LLC, Luca Energy Fund, LLC and relief defendants Luca Operation, LLC, Luca Barnett Shale Joint Venture, Luca To-Kalon Energy, LLC, Luca Oil, LLC, Luca I, Limited Partnership, and Luca Oil II Joint Venture (collectively, the “Luca Entities”). The final judgment imposes on the Luca Entities a permanent injunction against future violations of certain antifraud provisions of the federal securities laws and orders that certain Luca Entities pay $68.3 million in disgorgement.

In its complaint filed in July 2015, the SEC alleged that the Luca Entities, their CEO Bingqing Yang and her chief fundraiser Lily Lei orchestrated a fraudulent Eb-5 scheme targeting the Chinese American community as well as investors in Asia to invest in unregistered offerings of securities. According to the complaint, Yang and Lei represented to investors that their money would be invested in oil and gas drilling operations, that they could expect annual rates of return of 20-30 percent, and that their investments were risk free. In reality, as the complaint alleges, Yang, the Luca Entities and Lei deceived investors by misrepresenting that their operations as successful and projecting outsized investment returns, all while knowing the operations were losing millions of dollars and the enterprise was sinking under a mountain of debt. Read More

On July 27, 2016, Rosalind Herman, a relief defendant in an ongoing SEC fraud action, was sentenced to seven years in federal prison and ordered to pay $1,819,391 in restitution in a parallel criminal case.

Herman and her business partner, Gregg Caplitz, were indicted in March 2012 and additional charges were added against both of them by a superseding indictment returned in March 2013. The superseding indictment alleged that Herman and Caplitz fraudulently induced clients to entrust their savings and other funds to them by falsely representing that the funds would be invested and managed for the clients’ benefit when, in truth, the funds were used to pay the personal expenses for Herman, her family, and Caplitz. On April 3, 2014, Caplitz pled guilty to conspiracy, investment adviser fraud, making a false filing with the SEC, and wire fraud. On April 5, 2016, a federal jury in Massachusetts convicted Herman of conspiracy, investment adviser fraud, wire fraud and a tax-related charge. Read More

On July 26, 2016 the Securities and Exchange Commission (“SEC”) announced that it obtained an asset freeze against the operator of an international Ponzi scheme that raised more than $207 million from investors worldwide, primarily in the U.S., India, and Russia.

In a complaint filed in federal court in Salt Lake City on July 26, the SEC alleges that Traffic Monsoon LLC and Charles Scoville, the company’s only member operated an Internet-based Ponzi scheme that they falsely represented to investors was an advertising company. According to the SEC complaint, Scoville began operating Traffic Monsoon in October 2014 as a combination Internet traffic exchange and pay-per-click program and recruited more than 162,000 investors around the world. Read More

The Securities and Exchange Commission (“SEC”) announced that it has charged Odessa, Texas-based JNL Oilfield Instruments, LLC and its founder Jeffery McCollum with operating a multi-year Ponzi scheme.

According to the SEC’s complaint filed in the U.S. District Court for the Western District of Texas, defendants raised more than $12 million from approximately 30 investors by offering investment contracts for the purchase and resale of oilfield services equipment. The complaint alleges that McCollum told investors that their money would be used to invest in used equipment that JNL would purchase and resell for large profits. In reality, as the complaint alleges, defendants were not purchasing the equipment and were instead using investor funds to pay off earlier investors and to pay McCollum’s personal expenses. The complaint further alleges that when investors requested details about equipment transactions, McCollum made up stories about fictitious pieces of equipment and phantom buyers, sent photographs of unrelated equipment, and sent investors fake equipment invoices that he had created.

Without admitting or denying the SEC’s allegations, McCollum and JNL agreed to a settlement that permanently enjoins both McCollum and JNL from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, requires them to pay a $160,000 penalty, and requires them to pay disgorgement and prejudgment interest in amounts to be determined at a later date. The settlement is subject to court approval.

For further information about this securities law blog  post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit  www.securitieslawyer101.com.   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

On July 22, 2016, Judge Cynthia M. Rufe of the U.S. District Court for the Eastern District of Pennsylvania sentenced former attorney Herbert Sudfeld, Jr. to six months imprisonment followed by three years of supervised release and 150 hours of community service.

The criminal charges against Sudfeld arose out of the same conduct alleged by the SEC in a civil securities fraud action filed on July 16, 2015. The SEC’s complaint alleged that he illegally traded in advance of the 2011 announcement of a $760 million merger of Harleysville Group, Inc. and Nationwide Mutual Insurance Company. At the time, according to the complaint, Sudfeld was a real estate partner at a Philadelphia-area law firm that advised Harleysville on the merger. Read More

The Securities and Exchange Commission (“SEC”) announced that on July 20, 2016, the Honorable Charles Pannell of the United States District Court for the Northern District of Georgia entered a final judgment against Michael Sean Cain. In its complaint, the SEC alleged that Cain, a registered representative, received confidential information from his friend and accountant Thomas Melvin. Specifically, the SEC alleged that Melvin Read More

On July 9, the Securities & Exchange Commission (“SEC”) settled with Alexander Hawatmeh and Christopher Mrowca who allegedly received more than $2.5 million by manipulating penny stock  pot stocks.  According to the proposed judgments filed in the US District Court for the Western District of Washington, Alexander Hawatmeh and Christopher Mrowca each consented to an SEC permanent bar from participating in penny stock offerings and to a permanent restraint from further violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 9(a)(1) of the Exchange Act and Section 17(a) of the Securities Act. Read More

The Financial Industry Regulatory Authority  has adopted amendments to its rules related to the operation of the Regulation NMS Plan to Address Extraordinary Volatility following a trading pause or regulatory halt.  FINRA Rule 6121.01 (Resumption of Trading in Securities Subject to the Regulation NMS Plan to Address Extraordinary Market Volatility) provides, among other things, that no trades in an NMS stock are permitted to occur during a trading pause. The rule also addresses the resumption of trading otherwise than on an exchange in an NMS stock following a trading pause. Read More

On July 22, 2016, the Honorable Travis R. McDonough of the Eastern District of Tennessee entered a court-ordered asset freeze to halt an ongoing fraud by two former brokers with disciplinary histories who allegedly raised more than $5 million from investors without using the money as promised.

In an emergency action filed in federal court on July 20, 2016, the SEC alleged that James Hugh Brennan III and Douglas Albert Dyer sold purported shares in eight similarly named companies to more than 240 investors since 2008 without ever registering the stock as they promised. Instead, according to the SEC’s complaint, Brennan and Dyer transferred investor funds into their personal accounts or those belonging to their wives. Read More

On July 20, 2016, the SEC charged Jeffrey Wilson, the former CEO of Imperial Petroleum, Inc., and a defendant in a SEC civil enforcement action, with 19 counts of securities fraud and other violations of federal law on July 20 by a jury in a federal criminal trial in Indianapolis, Indiana. The criminal charges stemmed from Wilson’s role in a fraudulent scheme in which Imperial Petroleum’s largest subsidiary, E-biofuels LLC, was falsely portrayed as a legitimate biodiesel production company in order to illegally take advantage of valuable government incentives. Read More

On July 18, 2016, the U.S. District Court for the District of Utah entered final judgments against Tyson Williams and Stanley Parrish, both of whom were charged by the SEC in 2014 in connection with the sale of securities by ST Ventures, LLC. Among other remedies, the final judgments ordered the two defendants to pay over $4 million in monetary sanctions.

According to the SEC’s complaint, Williams and Parrish raised over $7 million from approximately 50 investors through the fraudulent and unregistered sale of securities in ST Ventures, LLC. The complaint alleged Williams and Parrish told investors that ST Ventures would purchase collateralized mortgage obligations (CMOs) and then leverage the CMOs to produce a large return for the investor within 30 to 90 days. The complaint further alleged that Williams and Parrish made material misrepresentations and omissions regarding the investment including, among other things, the risk of the investment and the use of investor funds. Read More

On Friday, July 15, 2016, the Securities and Exchange Commission (“SEC”) charged Thomas Conrad, Jr. and his son, Stuart Conrad, and their two unregistered advisory firms, Financial Management Corporation (“FMC”) and Financial Management Corporation, S.R.L. (“FMC Uruguay”), with defrauding investors in a $10.7 million hedge fund primarily managed by Thomas Conrad.

According to the SEC’s complaint, between 2010 and late 2014, Thomas Conrad directed preferential redemptions and other disbursements out of the hedge fund and its feeder funds to himself, his son Stuart Conrad, their extended family, and certain favored investors, while representing to other investors that redemptions were suspended.

The complaint also claims that Thomas Conrad arranged to increase his compensation from the hedge fund by appointing himself to be a sub-manager, for a fee, and that this additional fee and the related conflict of interest was not disclosed to investors. Read More

Vineet Kalucha was sentenced to fifteen months in prison in a parallel criminal case after pleading guilty to charges that he obstructed justice in an investigation conducted by the SEC. Vineet Kalucha, whose sentence was handed down on July 14, will also be placed on supervisory release for 24 months upon completing his prison term. On May 5, 2014, the SEC filed fraud charges in federal district court against Kalucha, Aphelion Fund Management LLC (“Aphelion”), an unregistered investment advisor Kalucha controlled, and Aphelion’s chief financial officer. The SEC’s complaint alleged that Kalucha fraudulently altered an outside audit firm’s report reviewing the performance of an investment account that Kalucha managed, essentially changing an investment loss into a major investment gain in the account. The complaint further alleged that investors were separately provided false information about Aphelion’s assets under management and Kalucha’s litigation history, and that Kalucha allegedly siphoned investor funds for his luxury car payments and settlements of legal actions against him personally that are unrelated to Aphelion.

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On Friday, July 15, 2016, the Securities and Exchange Commission (“SEC”) charged two residents of Alpharetta, Georgia, Thomas Conrad, Jr. and his son, Stuart Conrad, and their two unregistered advisory firms, Financial Management Corporation (“FMC”) and Financial Management Corporation, S.R.L. (“FMC Uruguay”), with defrauding investors in a $10.7 million hedge fund primarily managed by Thomas Conrad. According to the SEC’s complaint, between 2010 and late 2014, Thomas Conrad directed preferential redemptions and other disbursements out of the hedge fund and its feeder funds to himself, Stuart Conrad, their extended family, and certain favored investors, while representing to other investors that redemptions were suspended. Read More

On July 18, 2016, the U.S. District Court for the District of Utah entered final judgments against Tyson D. Williams and Stanley D. Parrish, both of whom were charged by the SEC in 2014 with fraud in connection with the sale of securities by ST Ventures, LLC. Among other remedies, the final judgments ordered the two defendants to pay over $4 million in monetary sanctions. According to the SEC’s complaint, Williams and Parrish raised over $7 million from approximately 50 investors through the fraudulent and unregistered sale of securities in ST Ventures, LLC. The complaint alleged Williams and Parrish told investors that ST Ventures would purchase collateralized mortgage obligations (CMOs) and then leverage the CMOs to produce a large return for the investor within 30 to 90 days. Read More

On July 22, 2016, Jeffrey Wilson, the former CEO of Indiana-based Imperial Petroleum, Inc., and a defendant in a SEC civil enforcement action, was found guilty of 19 counts of securities fraud and other violations of federal law on July 20 by a jury in a federal criminal trial in Indianapolis, Indiana. The criminal charges stemmed from Wilson’s role in a fraudulent scheme in which Imperial Petroleum’s largest subsidiary, E-biofuels LLC, was falsely portrayed as a legitimate biodiesel production company in order to illegally take advantage of valuable government incentives.

Wilson was found guilty of two counts of securities fraud, seven counts of making false statements in required filings with the SEC, five counts of wrongful certification as a corporate officer of annual or quarterly reports filed with the SEC, three counts of making false statements or omitting to state material information to Imperial Petroleum’s auditors, and one count of making false statements to government officials. Read More

On May 5, 2016, Judge Alvin W. Thompson of the U.S. District Court for the District of Connecticut granted the SEC’s motion for an officer and director bar against Joseph F. Apuzzo, former Chief Financial Officer of Terex Corporation. The ruling follows an evidentiary hearing on the Commission’s motion and resolves the case against Joseph Apuzzo in its entirety.

Joseph Apuzzo had previously consented, without admitting or denying the allegations in the Commission’s complaint, to be permanently enjoined from violations of Sections 10(b) and 13(b)(5) of the Securities and Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5 and 13b2-1 thereunder, and from aiding and abetting violation of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rule 13a-1 thereunder, and to pay a penalty of $100,000. Read More

On May 3, 2016, the SEC announced  securities fraud charges against 10 individuals involved in cash bribes and other kickbacks to registered representatives and unregistered brokers who solicited investors to buy stock in ForceField Energy Inc. The SEC alleges that investors were unaware those soliciting them were being paid by a ringleader – ForceField’s then-chairman of the board Richard St. Julien – to steer them to the stock, and that some of the perpetrators attempted to evade law enforcement by going so far as to communicate with prepaid disposable “burner” phones and encrypted, content-expiring text messages.

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We last wrote about the complex litigation involving Calissio Resources Group (CRGP) in February. It arose out of a controversy surrounding the company’s payment of a special dividend of $0.011 a share in August 2015. At the time of declaration, Calissio estimated that the dividend would cost about $1.3 million. During the same period, it announced that it would launch a stock buyback program.

We last wrote about the complex litigation involving Calissio Resources Group (CRGP) in February.  It arose out of a controversy surrounding the company’s payment of a special dividend of $0.011 a share in August 2015.  At the time of declaration, Calissio estimated that the dividend would cost about $1.3 million.  During the same period, it announced that it would launch a stock buyback program.

The dividend was declared on 16 June.  The company set a record date of 30 June and a pay date of 17 August.  When FINRA processed the relative corporate action request, it named 19 June as the ex dividend date.  The ex date is the first day on which a stock will trade without a dividend attached.  The dividend will be paid on all stock of the class specified that is issued and outstanding as of the record date.  If a shareholder sells his stock between the record and ex dates—that is, during the interim period—he will be selling his right to the dividend with it.  A due bill will be attached, and the dividend will be paid to the person holding the stock as of the ex date.  To sum up:  the record date establishes what stock is eligible for the dividend; the ex date establishes what shareholders will receive it. Read More

Many penny stocks have bad histories, or are associated with questionable players.  Only last December, convicted felon Edward Durante was civilly and criminally charged in a securities fraud and manipulation scheme he’d embarked upon immediately after leaving prison in 2009.  He managed to escape detection for years by using a number of aliases and variations of his name.  One-time bad actors don’t always go that far, though they almost always attempt to conceal their unsavory pasts.

A case in point is William David Jones.  Jones currently works with Kaya Holdings, Inc (KAYS) as a “consultant.”  Between 2010 and April 2015, KAYS was Alternative Fuels America, Inc (AFAI), a biofuels company hoping to score in the then-hot alternative energy industry.  Despite the efforts of its CEO Craig Frank, that didn’t happen, so in 2014 Frank decided to take the company in a new direction.  The following year, KAYS changed its name and ticker, claiming to be the “first publicly traded seed-to-sale marijuana business.”  Frank chose to establish his operation in Oregon, which had recently legalized recreational as well as medical marijuana.  KAYS is by no means the first public pot company—there are at least 300 public entities that deal in marijuana or peripherals like grow equipment or vapes—but it’s one of approximately 50 that are Securities and Exchange Commission (“SEC”) registrants.  Currently, KAYS has two dispensaries in Oregon, one in Portland, the other in Salem.  They’re branded as “Kaya Shacks.” Read More

The Securities and Exchange Commission (“SEC”) announced that on April 8th the Honorable Paul A. Crotty of the United States District Court for the Southern District of New York entered final judgments on consent against defendants Stephen Shea, the former Chief Operating Officer of Sky Capital LLC a/k/a Granta Capital Group LLC (“Sky Capital”), and three registered representatives (“RRs”) at Sky Capital, Adam Harrington Ruckdeschel, Michael Passaro, and Robert Grabowski, permanently enjoining them from violating the antifraud provisions of the federal securities laws. These judgments fully resolve the enforcement action before Judge Crotty as to these defendants.

In its complaint filed on July 8, 2009, the SEC alleged that Shea, Harrington, Passaro, and Grabowski used fraudulent boiler room tactics to raise more than $61 million from investors in two related companies – Sky Capital Holdings Ltd. and Sky Capital Enterprises, Inc. (the “Sky Entities”). The complaint alleged that the defendants orchestrated and participated in the extremely profitable scheme designed to fraudulently induce numerous individuals to invest in the Sky Entities. Read More

The Securities and Exchange Commission (“SEC”) announced today that, on April 11, 2016, a federal court in Philadelphia, Pennsylvania sentenced Michael Donnelly of Lecanto, Florida, to 99 months imprisonment, to be followed by three years of supervised release, and the payment of restitution in the amount of $1.99 million. Donnelly is the former president of Wilmington, Delaware-based Coastal Investment Advisors Inc. and its affiliated broker-dealer. Donnelly pleaded guilty to securities fraud and wire fraud in December 2015.

The SEC charged Donnelly in a parallel action filed in October 2015. According to the SEC’s complaint, from 2007 through August 2014, Donnelly took funds from elderly and unsophisticated advisory clients and brokerage customers and, instead of investing the money as promised, used it to pay for his own expenses. Read More

The Securities and Exchange Commission (“SEC”) filed a civil injunctive action on April 12, 2016, in the United States District Court for the Southern District of New York against Khaled “Kal” Bassily, the former head of ConvergEx Execution Solutions LLC’s Global Transition Management (“GTM”) group, for his participation in a fraudulent scheme to hide from customers that they paid substantially higher amounts than disclosed for the execution of trading orders.

The SEC’s complaint alleges that over the course of approximately five years, Bassily took steps to conceal from transition management customers the routine practice of routing their brokerage orders to an offshore affiliate to take hidden charges that were embedded in the price customers paid to buy and sell securities. The customers included charities, religious organizations and retirement funds. The complaint alleges that the hidden charges, known as “trading profits” or “TP,” were in addition to and often substantially higher than the commissions paid by customers to have their orders executed. As alleged in the complaint, one customer paid $600,000 in commissions for certain trades placed through GTM, but also unknowingly paid $9.6 million in hidden TP on those same trades. Read More

On April 11, 2016 the Securities and Exchange Commission (“SEC”) announced fraud charges against a Texas-based technology company and its founder accused of boosting stock sales with false claims about a supposedly revolutionary computer server and big-name customers purportedly placing orders to buy it.

Also charged in the SEC’s complaint is Texas Attorney General Ken Paxton and a former member of the company’s board of directors for allegedly recruiting investors while hiding they were being compensated to promote the company’s stock.

The SEC alleges that Servergy Inc. and William Mapp III sold $26 million worth of company stock in private offerings while misleading investors to believe that the Cleantech CTS-1000 server (the company’s sole product) was especially energy-efficient. They said it could replace “power-hungry” servers found in top data centers and compete directly with top server makers like IBM, Dell, and Hewlett Packard. However, neither Mapp nor Servergy informed investors that those companies were manufacturing high-performance servers with 64-bit processors while the CTS-1000 had a less powerful 32-bit processor that was being phased out of the industry and could not in reality compete against those companies. Read More

The Securities and Exchange Commission (SEC) announced that, on April 5, 2016, a federal jury in Massachusetts convicted Rosalind Herman of Woburn, Massachusetts of criminal charges of investment adviser fraud, tax fraud, wire fraud and conspiracy for her role in connection with defrauding investors of over $1.3 million.

Herman was indicted in March 2012; additional charges were added by a superseding indictment in March 2013. Read More