SEC Sues LG Capital Funding and Its Managing Member, Joseph Lerman, for Acting as Unregistered Securities Dealers
On June 7, 2022, the Securities and Exchange Commission (the “SEC”) announced charges against LG Capital Funding, LLC (“LG Capital”) and its managing member Joseph Lerman of Brooklyn, New York, for failing to register as securities dealers with the SEC.
LG Capital and Lerman allegedly bought and sold billions of newly-issued shares of microcap securities, or “penny stocks,” which generated millions of dollars for LG Capital and Lerman.
The SEC’s complaint, filed in the Eastern District of New York, alleges that between at least January 2016 and December 2021 (the “Relevant Period”), LG Capital engaged in the business of purchasing convertible notes from penny stock issuers, converting the notes into shares of stock at a large discount from the market price, and selling those newly issued shares into the market at a significant profit. Read More
On June 9, 2022, the Securities and Exchange Commission (the “SEC”) charged Trends Investments Inc. and five individuals, Clinton Greyling of Florida, Leslie Greyling (Clinton’s father, a resident of the United Kingdom), former Massachusetts resident Brandon Rossetti, Roger Bendelac and Thomas Capellini in connection with a securities fraud scheme involving the offer and sale of stock in two publicly traded penny stock companies.
According to the SEC’s complaint, Trends Investments Inc., an unregistered entity, and Trends personnel Clinton Greyling, Leslie Greyling and Brandon Rossetti engaged in a scheme to defraud investors in private offers and sales of shares of Alterola Biotech Inc. (ABTI) and Token Communities Ltd. (formerly TKCM).
The Greylings and Rossetti allegedly lied to investors about whether Trends owned and could deliver to investors the shares it claimed to be selling. They are further charged with making a variety of misrepresentations to investors in order to keep investor funds, obtain further investments, placate investor concerns, and avoid detection. Read More
In Jarkesy v. Securities and Exchange Commission, the US Court of Appeals for the Fifth Circuit held that the Securities and Exchange Commission’s (SEC) adjudication of fraud cases in administrative proceedings is unconstitutional
On May 18, 2022, the US Court of Appeals for the Fifth Circuit in Jarkesy v. Securities and Exchange Commission held that the Securities and Exchange Commission’s administrative proceedings adjudicating securities is unconstitutional.
On March 22, 2013, the SEC brought an enforcement action against hedge fund operator George R. Jarkesy, Jr. and Patriot 28, L.L.C (collectively “Jarkesy”)., alleging that they engaged in securities fraud under the Investment Advisors Act of 1940, Securities Act of 1933 and the Securities Exchange Act of 1934. The Jarkesy filed an interlocutory challenge in the US District Court for the District of Columbia seeking to enjoin the SEC administrative proceedings based on constitutional defects. The district court held, and the US Court of Appeals for the District of Columbia Circuit later affirmed, that the SEC administrative proceedings lacked jurisdiction over the case and that Jarkesy had to exhaust administrative remedies before raising their constitutional claims before a federal court of appeals. Read More
On May 24, 2022, United States District Judge Katherine Menendez filed her Order in response to Carebourn Capital, L.P.’s Motion for Judgement on the Pleadings to dismiss the Securities and Exchange Commission (“SEC”) case filed against the penny stock financier, denying all of Carebourn’s claims.
The SEC filed charges against Carebourn and its managing partner Chip Rice of Maple Grove, Minnesota (collectively, the “Defendants”), on September 24, 2021, in the U.S. District Court for the District of Minnesota (the “Complaint”), charging the Defendants with acting as unregistered securities dealers in connection with their buying and selling of billions of newly-issued shares of microcap securities, or “penny stocks,” which generated millions of dollars for Carebourn and Rice. Read More
On May 24, 2022, the Public Company Accounting Oversight Board (PCAOB) announced that it has sanctioned Bo-Shiang (“Eric”) Lien, a former audit director and non-equity partner at BF Borgers CPA PC, for violations of PCAOB rules and standards in connection with the audits by BF Borgers of the financial statements of three public companies between 2017 and 2019.
Lien is a certified public accountant licensed by the state of Colorado (license no. 0030719). At all relevant times, Lien was an audit manager or director (non-equity partner) of BF Borgers and served as an engagement partner on issuer audits.
Since 2017, BF Borgers has been involved in providing audits for dozens (if not hundreds) of public companies.
The PCAOB found that Lien violated PCAOB rules and standards while serving as the engagement partner on BF Borgers’ audits of the 2019 financial statements of Chineseinvestors.com, Inc., the 2018 financial statements of United Cannabis Corporation, and the 2015 and 2016 financial statements of China Pharma Holdings, Inc. Read More
SEC obtains asset freezes and other emergency relief against StraightPath Venture Partners LLC, StraightPath Management LLC, Brian K. Martinsen, Michael A. Castillero, Francine A. Lanaia, and Eric D. Lachow
On May 16, 2022, the Securities and Exchange Commission (the “SEC”) obtained asset freezes and other emergency relief against StraightPath Venture Partners LLC, StraightPath Management LLC, Brian K. Martinsen, Michael A. Castillero, Francine A. Lanaia, and Eric D. Lachow (collectively, the Defendants) to halt ongoing securities violations, including allegedly selling pre-Initial Public Offering (IPO) shares they did not own, pocketing undisclosed fees, and commingling investor funds, resulting in Ponzi scheme-like payments. The relief arose from fraud and registration charges filed by the SEC.
The SEC alleges in its complaint that the Defendants, running an unregistered broker-dealer with a vast network of sales agents, raised at least $410 million from more than 2,200 investors from November 2017 through February 2022.
The OTC Markets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can go public in the U.S by quotation of their securities on the OTCQX without registration or reporting obligations to the Securities and Exchange Commission (the “SEC”).
Foreign issuers with a class of securities registered under Section 12(g) of the Exchange Act also qualify to list on the OTCQX. Read More
On Friday, May 12, 2022, the Securities and Exchange Commission announced that it obtained a final judgment against Canadian resident Frederick L. Sharp.
In August 2021, the SEC charged Sharp with leading a fraudulent scheme that generated hundreds of millions of dollars from unlawful stock sales and caused significant harm to retail investors in the United States and around the world. Among other relief, the judgment orders Sharp to pay over $50 million in monetary relief.
According to the SEC’s complaint, Sharp masterminded a complex scheme from 2011 to 2019 in which he and his associates enabled control persons of penny stock companies, whose stock was publicly traded in the U.S. securities markets, to conceal their control and ownership of huge amounts of penny stock and then surreptitiously dump the stock into the U.S. markets, in violation of federal securities laws.
On April 29, 2022, the Securities and Exchange Commission obtained a judgment against Shawn Hackman, who was previously disbarred by the State of Nevada and suspended by the SEC, ordering him to comply with the SEC’s suspension order and to pay nearly $1 million in disgorgement and prejudgment interest for the money he earned in violation of the suspension order.
On May 4, 2022, the Securities and Exchange Commission (the “SEC”) filed a complaint alleging Michael Forster engaged in manipulative trading in connection with a microcap issuer he controlled, Cuba Beverage Company (CUBV), a purported energy drink company.
According to the SEC’s complaint, in or around February 2012, Forster gained control of CUBV for $40,000 through an undocumented agreement with the sole executive of the company at the time. During this same period, Forster entered into a consulting agreement with CUBV and his company, SLO 3 Holdings dba as designir.com and stockmailer.com, to increase the CUBV share price.
OTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees, and submit annual certifications to the OTC Markets. Companies that do not meet all of these requirements are demoted to the OTC Markets Pink® Marketplace (“OTC Pink”). OTCQB companies must also be reporting with the Securities & Exchange Commission (“SEC”). The OTC Markets offers companies seeking public company status new alternatives for listing while ensuring transparency for investors.
On April 27, 2022, the Securities and Exchange Commission charged Sung Kook (Bill) Hwang, the owner of family office Archegos Capital Management, LP (Archegos), with orchestrating a fraudulent scheme that resulted in billions of dollars in losses. The SEC also charged Archegos’s Chief Financial Officer, Patrick Halligan; head trader, William Tomita; and Chief Risk Officer, Scott Becker, for their roles in the fraudulent scheme.
The SEC’s complaint alleges that, from at least March 2020 to March 2021, Hwang purchased on margin billions of dollars of total return swaps. These security-based swaps allow investors to take on huge positions in equity securities of companies by posting limited funds upfront. As alleged, Hwang frequently entered into certain of these swaps without any economic purpose other than to artificially and dramatically drive up the prices of the various companies’ securities, which induced other investors to purchase those securities at inflated prices.
As a result of Hwang’s trading, Archegos allegedly underwent a period of rapid growth, increasing in value from approximately $1.5 billion with $10 billion in exposure in March 2020 to a value of more than $36 billion with $160 billion in exposure at its peak in March 2021.
The Securities and Exchange Commission announced charges against 16 defendants, located in the Bahamas, the British Virgin Islands, Bulgaria, Canada, the Cayman Islands, Monaco, Spain, Turkey, and the United Kingdom, for participating in multi-year fraudulent penny stock schemes that generated more than $194 million in illicit proceeds.
The SEC investigations leading to these charges involved assistance from securities regulators and other law enforcement authorities in more than 20 countries and are associated, in part, with parallel criminal actions announced by the United States Attorney’s Office for the Southern District of New York.
In case number one, first announced on April 14, 2022, the SEC charged eight individuals for participating in a long-running fraudulent scheme that generated over $145 million from unlawful sales of at least 17 penny stocks, causing significant harm to retail investors in the United States and around the world.
According to the SEC’s complaint, UK-resident Ronald Bauer and his associates, Craig James Auringer, Adam Christopher Kambeitz, Alon Friedlander, Massimiliano (“Max”) Pozzoni, Daniel Mark Ferris, Petar Dmitrov Mihaylov, and David Sidoo – all of whom reside outside the U.S. – engaged in a complex scheme spanning from at least 2006 to 2020 to fraudulently unload on unsuspecting retail investors the respective defendants’ significant shareholdings of at least 17 microcap stocks quoted on U.S. markets.
Most of the companies quoted on OTC Markets are not able to meet the minimum listing requirements for trading on a national securities exchange. Many of these companies do not file periodic reports or audited financial statements with the SEC, making it difficult for the public to find current, reliable information about those companies. Companies quoted on the OTC Markets are divided into four tiers, the OTCQX, the OTCQB, the OTC Pink and the Expert Market. Companies on the Expert Market provide the lowest level of disclosure in comparison to other OTC Market tiers. As a result, trading is limited to quotation on an unsolicited basis.
On October 15, OTC Markets reported that “2,247 former Pink No Information securities shifted to the Expert Market tier, where securities may only be quoted on an Unsolicited (customer order) basis. Quotes of securities in the Expert Market are “Unsolicited Only,” which means that trades of securities subject to unsolicited quotation in the Expert Market are only available to broker-dealers, institutions and other sophisticated investors, and not average investors.
The SEC’s amendments to Rule 15c2-11 became effective on September 28, 2021. Amended Rule 15c2-11 eliminated broker-dealer quotes of securities of issuers that fail to make current information publicly available. With the amendments to Rule 15c2-11, the OTC Markets Group Expert Market became the platform for broker-dealers to publish unsolicited quotes of securities designated as “No Information” securities. Typically, these are companies not subject to or not in compliance with SEC public company reporting requirements.
Because of the restrictions imposed on securities quoted on the Expert Market, most investors will not be able to publicly sell their shares. Additionally, they will not have access to bid and ask prices or other information, including trading volume. As such, Expert Market shares are illiquid.
Companies moved to the Expert Market from another OTC Markets tier can apply to relist on the OTC Pink or other OTC Markets tier by becoming an SEC reporting company, submitting a new Form 211, and meeting OTC Markets requirements for the particular tier.
The Securities and Exchange Commission today announced charges against Anthony Salandra, for his role in a market manipulation scheme in which he and several other individuals created false rumors about public companies in order to profitably trade around the temporary price increases caused by the publication of the rumors.
According to the complaint, filed in the United States District Court for the Northern District of Georgia on April 11, 2022, Salandra, Ross and a third individual created false rumors about purported market-moving events, such as corporate mergers or acquisitions, involving publicly-traded companies.
As alleged, the false rumors were then shared with Melnick and another individual who disseminated the false rumors through real-time financial news services, financial chat rooms, and message boards, causing the prices of the subject companies’ securities to rise temporarily.
SEC Obtains Final Judgments from Chrysilios Chrysiliou and Panagiotis Bolovis for Their Roles in $45 Million Fraudulent Scheme
On April 4, 2022, the U.S. District Court for the Southern District of New York entered final judgments against Chrysilios Chrysiliou and Panagiotis Bolovis for their respective roles in a fraudulent scheme to gain control of Airborne Wireless Network, promote its stock, and defraud investors.
According to the SEC’s complaint, filed on March 2, 2021, in October 2015, Kalistratos “Kelly” Kabilafkas secretly purchased essentially all the outstanding stock of the public shell company, Ample-Tee, Inc., which ultimately became Airborne. More specifically, Kabilafkas bought both the control block of about 84.1 million restricted shares and about 30 million shares that had purportedly been issued to about 30 residents of Thailand in a 2013 distribution submitted on Form S-1. In fact, the Thai Shareholders were simply nominees who never owned the stock. Kabilafkas then distributed millions of shares among himself and his associates, including Chrysiliou and Bolovis.
On March 24, 2022, as an anxious world hoped for positive results from a NATO meeting convened to address the ongoing war in Ukraine, former President Donald Trump sought to redress the harm he believes was done to him by Hillary Clinton “and her cohorts” in the run-up to the 2016 presidential election, an election he ultimately won. In order to accomplish that, he’s brought a civil lawsuit against her, her campaign, certain of her campaign officials, a number of former government and law enforcement officials, and the Democratic National Committee. The suit was filed in federal district court for the Southern District of Florida because Trump’s principal place of residence is in Palm Beach, and several of the other defendants have ties to the state.
The action was filed and signed by Peter Ticktin, a Florida attorney who attended the New York Military Academy with Trump when both were teenagers. In 2020, Ticktin wrote a 160-page book about his friendship with the future president called What Makes Trump Tick. My Years with Donald Trump from New York Military Academy to the Present.
On February 23, 2022, the United States District Court for the Eastern District of New York entered a final judgment against Martin Shkreli, the former CEO of Retrophin, Inc., a publicly-traded pharmaceutical company.
The Court granted in its entirety the SEC’s motion for a permanent officer and director bar and $1.392 million in civil penalties. Shkreli previously consented to a partial judgment ordering injunctions against future violations of the securities laws.
The SEC’s complaint, filed on December 17, 2015, charged Shkreli with committing widespread fraud during a 5-year period while CEO at Retrophin and when he managed hedge funds. The complaint alleged that Shkreli misappropriated money from two hedge funds he founded and made material misrepresentations to investors among other misconduct.
The Securities and Exchange Commission charged Michael M. Beck for using his Twitter handle, @BigMoneyMike6, to deceive investors into buying penny stocks that he recommended, even though he secretly planned to sell those stocks and, in some cases, was in the process of selling them when he made the recommendations.
The SEC’s complaint alleges that between February 2017 and May 2019, Defendant Michael M. Beck used his Twitter platform, @BigMoneyMike6, where he had as many as 3.1 million followers, to promote and encourage people to buy eight microcap stocks— all without disclosing that he planned to sell, or in some instances was personally selling, his own holdings of the same stocks (a practice known as “scalping”).
The Securities and Exchange Commission voted on Wednesday to propose rule changes to reduce risks in the clearance and settlement of securities, including by shortening the standard settlement cycle for most broker-dealer transactions in securities from two business days after the trade date (T+2) to one business day after the trade date (T+1). The proposed changes are designed to reduce the credit, market, and liquidity risks in securities transactions faced by market participants and U.S. investors.
According to SEC Chair Gensler, the primary goals of the proposal are to reduce risk to the financial system and improve efficiencies in the market by shortening the standard settlement cycle, requiring affirmations, confirmations, and allocations to take place as soon as technologically practicable on trade date, and requiring clearing agencies that provide central matching services to have policies and procedures to facilitate straight-through processing.
On January 21, 2022, Judge Beth Bloom of the United States District Court for the Southern District of Florida granted the SEC’s motion for summary judgment against Justin W. Keener d/b/a JMJ Financial.
The SEC’s complaint alleged that Keener failed to register as a securities dealer with the SEC, or to associate with a registered dealer, when he bought and sold billions of newly issued shares of penny stock from at least January 2015 through January 2018.
Keener obtained the shares directly from issuers after converting debt securities known as convertible notes. By failing to register, Keener avoided certain regulatory obligations for dealers that govern their conduct in the marketplace, including regulatory inspections and oversight, financial responsibility requirements, and maintaining books and records.
The court ruled that Keener met the statutory definition of “dealer” because he operated a regular business of buying and selling securities for his own account. The court found that his failure to register as a dealer, or associate with a registered dealer, violated the dealer registration provisions of Section 15(a) of the Securities Exchange Act of 1934.
The court also denied Keener’s cross-motion for summary judgment.
In mid-January 2022, British tabloid the Daily Mail published a long story about U.S. House Speaker Nancy Pelosi’s son Paul Jr, in which it was alleged that he’d been involved in a number of shady businesses, some of them targets of Securities and Exchange Commission investigations and enforcement actions. The piece was subsequently picked up by the NY Post and several Republican political organs. We’ll take a look to see if there’s any fire to go along with all the smoke.
Paul Pelosi Jr is the only son of Nancy and Paul Pelosi; their other four children are daughters. (One of them, Alexandra, memorably said of her mother on CNN: “She’ll cut your head off and you won’t even know you’re bleeding.”) Like his siblings, Paul isn’t a kid; he’s 52 and has worked as an attorney and environmentalist since he was in his 20s. He graduated from Georgetown University and has been a member of the California Bar since 1996 and a California real estate broker since 2002. He’s been fairly low-profile in his business and personal life. His sisters Christine and Alexandra are better-known.
At LinkedIn, Paul lists Due Diligence, Corporate Finance, Start-ups, Corporate Development, Venture Capital, New Business Development, Investment Banking, and more as “skills” he possesses, and at which he presumably excels. Early in his career, he worked for Bank of America, but more recently, he’s been associated with smaller enterprises, some of them startups. As everyone who follows the OTC market knows, that choice can present its own dangers.
The Mail says that Paul “was involved in five companies probed by federal agencies—but has never been charged himself,” adding that “[a] shocking paper trail shows Paul Pelosi Jr.’s connections to a host of fraudsters, rule-breakers and convicted criminals.”
SEC Charges Securities Fraud Recidivist Phillip W. Offill, Jr. and Justin W. Herman in Penny Stock Fraud Scheme
On January 19, 2022, the Securities and Exchange Commission charged securities fraud recidivist Phillip W. Offill, Jr. and Justin W. Herman (a former FINRA registered broker) with misappropriating and selling millions of shares of a penny stock company using forged documents and sham transactions.
The SEC’s complaint alleges that, shortly upon being released from prison in January 2016 after serving an eight-year sentence for participating in “pump-and-dump” schemes involving penny stocks, Offill started a new penny stock scheme to misappropriate millions of shares of a publicly-traded microcap company, Mansfield-Martin Exploration Mining, Inc. (OTC: MCPI).
According to the complaint, Offill obtained a position of trust and confidence with the then-controlling shareholder of Mansfield, whom Offill had known before going to prison and with whom Offill began sharing office space upon being released from prison, then, operating under the alias “Jim Jimerson” to conceal his actual identity, used his position of trust and his proximity to the then-controlling shareholder of Mansfield to coordinate, in three different sets of transactions, the fraudulent transfer of 40 million shares of Mansfield stock owned by the then-controlling shareholder of Mansfield.
Rather than selling the stolen stock himself, which Offill was prohibited from doing by an order imposed by the Court in a previous SEC enforcement action, Offill enlisted Herman to sell the stock and for him and to share in the sales proceeds.
Just before the end of 2021, Elad L. Roisman, one of the SEC’s five Commissioners, announced his resignation, effective at the end of January 2022. In a statement posted on the agency’s website, he said:
Serving the American people as a Commissioner and an Acting Chairman of this agency has been the greatest privilege of my professional life. It has been the utmost honor to work alongside my extraordinary SEC colleagues, who care deeply about investors and our markets. Over the next several weeks, I remain committed to working with my fellow Commissioners and the SEC’s incredible staff to further our mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation.
Chairman Gary Gensler replied publicly, saying:
Today, my colleague and fellow Commissioner Elad Roisman announced his intentions to step away from the agency in January. I’d like to thank Commissioner Roisman for his dedicated service to the Commission and to the American public, both as a Commissioner and as Acting Chairman. While we didn’t always agree on policy matters, I’ve come to rely on his judgment and expertise, and I have enjoyed a positive working relationship with him.
The polite exchange glossed over conflicts that had been on the increase since Gensler’s appointment. The new chair arrived full of plans of his own, plans that didn’t necessarily fit with projects undertaken by the Commission months or even years earlier. He created an agenda that changed priorities already decided on by his colleagues and revived old issues, some of them quite recently decided, for reconsideration. He was the boss, and that was his right to do, but it ruffled the feathers of two of his fellow Commissioners, Roisman and Hester Pierce.
On December 20, 2021, the Securities and Exchange Commission announced fraud charges against five Russian nationals for engaging in a multi-year scheme to profit from stolen corporate earnings announcements obtained by hacking into the systems of two U.S.-based filing agent companies before the announcements were made public.
The SEC’s complaint, filed in federal district court in Massachusetts, alleges that defendant Ivan Yermakov, also known as Ivan Ermakov, used deceptive hacking techniques to access the filing agents’ systems and directly or indirectly provided not-yet-public corporate earnings announcements stolen from those systems to his co-defendants Vladislav Kliushin, Nikolai Rumiantcev, Mikhail Irzak, and Igor Sladkov.
According to the complaint, from 2018 through 2020, the traders used 20 different brokerage accounts located in Denmark, the United Kingdom, Cyprus and Portugal to generate profits of at least $82 million using the stolen information to make trades before over 500 corporate earnings announcements. The defendants allegedly shared a portion of their enormous profits by funneling them through, M-13, a Russian information technology company founded by Kliushin and for which Yermakov and Rumiantcev serve as directors.