On March 23rd the Securities and Exchange Commission announced charges and a preliminary injunction and asset freeze against Niket Shah, a New Jersey resident who it alleges stole more than $250,000 in a Ponzi scheme in which his friends and coworkers invested.

Based on investor complaints, the SEC moved quickly to investigate and charge Shah. According to the SEC’s complaint, unsealed on March 22, 2018, in federal court in Brooklyn, New York, Shah used Spark Trading Group, LLC to defraud more than 15 investors into contributing hundreds of thousands of dollars to two funds that Shah marketed. Shah obtained investments for the funds by lying about his success as a trader, Spark Trading’s returns, and how he intended to use investors’ money, including altering financial statements to make the funds appear profitable when they were actually losing money. For instance the complaint alleges that Shah promised investors he would pay them monthly returns and guaranteed against losses. According to the complaint, Shah misused investor money for his own benefit and suffered substantial losses on the amounts actually invested. When investors sought their money back, he lied and said the money had been frozen by government agencies, including the Commission. Read More

A federal judge has ordered the co-founder and former CEO of investment management firm F-Squared Investments to pay over $13 million after a federal jury found him liable for making false and misleading statements to investors as the public face of F-Squared.

The Securities and Exchange Commission has charged Brian Sodi, a penny stock promoter based in Florida with defrauding investors in a pair of gold mining stocks by secretly amassing shares before touting the companies publicly.  He allegedly sold the bulk of his stock and reaped more than $1.1 million in illicit profits after his promotions caused the share prices and trading volumes to skyrocket.

The SEC’s complaint alleges that Brian Sodi, known in penny stock circles as “Mailman” for his pervasive participation in direct-mailed penny stock promotions, committed a fraud known as scalping.  He allegedly disseminated promotions recommending the purchase of the stocks in Southern USA Resources Inc. and Goff Corporation without disclosing he owned shares and planned to sell them through a foreign bank.  Sodi also allegedly hid from investors that he was being paid in stock for one of these promotions.  According to the SEC’s complaint, Brian Sodi proceeded to unload hundreds of thousands of his own shares to the detriment of other investors who bought in to the hype. The unlawful practice of promoting a stock while secretly selling is known as scalping. Read More

On March 13th the Securities and Exchange Commission charged foreign affiliates of KPMG, Deloitte & Touche, and BDO for their involvement in audit work that circumvented the full oversight of the Public Company Accounting Oversight Board (PCAOB).

The firms agreed to settle the charges by paying penalties or disgorging their profits from the audits.

According to the SEC’s orders, the Zimbabwe affiliates of Deloitte & Touche and KPMG improperly audited the majority of assets and revenues of a publicly traded company without registering with the PCAOB.  The two principal auditors – KPMG’s affiliate in South Africa and BDO’s Canadian affiliate – were registered with the PCAOB but improperly relied upon the work of the two unregistered foreign component auditors to complete their audits of the company.  This violated PCAOB standards requiring sufficient analysis and inquiry when using the work of another auditor.  Read More

On March 14th the Securities and Exchange Commission charged Jun Ying, a former chief information officer of a U.S. business unit of Equifax with insider trading in advance of the company’s September 2017 announcement about a massive data breach that exposed the social security numbers as well as other personal information of about 148 million U.S. customers.

According to the SEC’s complaint, Jun Ying, who was next in line to be the company’s global CIO, allegedly used confidential information entrusted to him by the company to conclude that Equifax had suffered a serious breach.  The SEC alleges that before Equifax’s public disclosure of the data breach, Ying exercised all of his vested Equifax stock options and then sold the shares, reaping proceeds of nearly $1 million.  According to the complaint, by selling before public disclosure of the data breach, Ying avoided over $117,000 in losses. Read More

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According to an SEC complaint filed in 2016 in federal court in Miami, Ariel Quiros allegedly misused more than $50 million in investor funds to purchase a different ski resort and to fund personal expenses such as income taxes and two luxury New York City condominium purchases. Investors were told their money would specifically be used for construction projects at the Jay Peak Resort and a nearby proposed biomedical research facility. Read More

More than two years ago, we published the first in a series of articles about problems surrounding the declaration and payment of a special dividend by penny stock issuer, Calissio Resources Group, Inc. (CRGP).  We followed up with a second and third article as legal actions brought by COR Clearing, LLC against a growing number of parties were filed.  By the summer of 2016, the Calissio case had become difficult to follow, since access to nearly all the court pleadings was restricted to participants in the case; the judge had agreed to the restrictions in part because those filings contained sensitive trading records naming owners of CRGP stock.

The story began on June 16, 2015, when Calissio, a purported mining company that claimed to own properties in Mexico, declared two stock dividends.  One was to be a small stock dividend; the other a large cash dividend that would pay $0.011 a share, or a total of about $1.3 million.  The record and pay dates for both were the same, June 30 and August 17, respectively.  As we explained in our earlier articles, although the company described the cash dividend as a regular quarterly distribution, at all times between the declaration date and the ex dividend date it qualified as a special dividend:  one more than 25 percent of the value of CRGP’s stock.

Special dividends differ from regular dividends in one significant way:  the ex-dividend date is set after, not before, the record date.  The record date is fixed by the issuer.  Only shares outstanding as of that time will qualify for the dividend payment.  The ex date  is the first day on which the stock will trade without the dividend, and is set for one day after the pay date.  The pay date, like the record date, is set by the company.  The ex date is set by the Financial Industry Regulatory Authority (“FINRA”); in this case it was two days, not one, after the pay date of August 17.  Read More

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced the agenda and panelists for the 36th Annual Government-Business Forum on Small Business Capital Formation.

The November 30 Small Business event will begin at 9 a.m. Central Standard Time (10 a.m. Eastern Standard Time) with opening remarks from the SEC Chairman and Commissioners followed by a morning panel discussion that will explore how capital formation options are working for small businesses.  Panelists will include representatives of Texas-based small businesses and advisors to the small business community. Read More

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced that Paul G. Cellupica has been named Deputy Director of the agency’s Division of Investment Management.  Mr. Cellupica will oversee a number of the division’s strategic, rulemaking, and industry engagement initiatives.

“Paul Cellupica’s extensive experience and knowledge of investor needs, and understanding of how the Commission and its staff operate, will be tremendous assets to the agency during a critical period of change and evolution in the investment management industry,” said Ms. Blass. “He is committed to advancing the SEC’s regulatory priorities in a thoughtful and strategic way, in order to promote the long-term interests of investors.” Read More

On October 27, 2017, Randall James, Nashville, Tennessee resident, who isn’t registered to sell investments, has agreed to settle charges that he defrauded investors in his company Global Maximus Productions, which purportedly produced pay-per-view entertainment and concerts.

The SEC alleges that Randall James promised investors significant profits and a return of their principal within a short period of time, claiming he would use their money to produce concerts and other events that would be live-streamed online and generate profits. According to the SEC’s complaint, James instead spent investor funds on his personal living expenses, including personal meals, housing, and payments to his ex-wife. Read More

On November 2, 2017, the Securities and Exchange Commission (“SEC”) charged Osiris Therapeutics, a Maryland-based biotech company, and four former top executives with prioritizing revenue growth over lawful accounting and misleading investors in the process.

The SEC alleges that Osiris Therapeutics routinely overstated company performance and issued fraudulent financial statements for a period of nearly two years. According to the SEC’s complaint, the company improperly recognized revenue using artificially inflated prices, backdated documents to recognize revenue in earlier periods, and prematurely recognized revenue upon delivery of products to be held on consignment. Osiris Therapeutics and its executives also allegedly used pricing data that they knew was false and attempted to book revenue on a fictitious transaction, among other accounting improprieties. Read More

On October 31, 2017, the Securities and Exchange Commission (“SEC”) announced that the SEC filed an action to enforce compliance with a document subpoena issued and served upon Wynn Gustafson in an SEC investigation captioned In the Matter of WAG Trading and Investments Company LLC.

As set forth in the SEC’s papers, Wynn Gustafson is the President of WAG Company LLC, formerly known as WAG Trading and Investment Company LLC (“WAG Trading”). According to documents produced to the SEC, WAG Trading is in the business of conducting international transactions buying, selling, and redeeming so-called “historical bonds” in China, Hong Kong, Ghana, Singapore, and Germany. As set forth in the SEC’s papers, “historical bonds” are often used to perpetuate fraudulent schemes. Read More

On October 31, 2017, Thomas Buck, former Merrill Lynch broker, has agreed to pay more than $5 million to settle SEC charges that he fraudulently schemed to increase his personal income by obtaining excessive commissions and fees from investors.

According to the SEC’s complaint, Merrill Lynch paid financial advisors a portion of the commissions, fees, or other revenue they generated in customer and client accounts. The SEC alleges that Thomas Buck represented to certain customers with commission-based accounts that the total annual commissions they paid would not exceed certain limits, and then he traded in those accounts and generated commissions that exceeded the amounts he promised. Read More

On October 5, 2017, the Securities and Exchange Commission (“SEC”) announced that it filed fraud charges against an attorney Marc Celello based on his alleged participation in a Ponzi scheme.

The SEC’s complaint, filed in federal court in Atlanta on October 5, 2017, alleges that Marc Celello who, along with Canton, Ga.-resident James A. Torchia, was a partner in Credit Nation Capital LLC and served as general counsel for the underlying entities, helped orchestrate a Ponzi scheme involving unregistered promissory notes which falsely promised a 9% return. He allegedly prepared offering memoranda and directed sales and marketing representatives to lie to investors that the promissory notes were secure investments “backed by hard assets dollar for dollar.” The complaint further alleges that Marc Celello knew that Credit Nation Capital was insolvent and directed an employee to fabricate a fraudulent balance sheet that made it appear to be profitable. Marc Celello also allegedly helped transfer investor funds from CN Capital to Torchia for Torchia’s personal use. Between 2009 and November 2015, when the SEC obtained a court order stopping the alleged Ponzi scheme, Credit Nation Capital raised at least $30 million from investors. Read More

On October 5, 2017, Richard Cody, a former investment adviser and broker representative, whom the Securities and Exchange Commission (“SEC”) has charged with defrauding Massachusetts retirees, has been indicted for deceiving and manipulating his former clients concerning the management of their retirement savings as well as lying to the agency in sworn testimony.

The indictment, filed on September 26, 2017 and unsealed on September 28, 2017, charges Richard Cody, of Jacksonville, Florida, with violating the Investment Advisers Act of 1940 and making a false declaration in a court proceeding. The alleged facts underlying the charges in the indictment arise from the same conduct alleged in the SEC’s complaint against Cody, which was filed in federal court in Massachusetts on December 12, 2016. The indictment also alleges that Richard Cody lied to the SEC during a March 2017 sworn deposition in connection with the SEC’s action against Cody. Richard Cody allegedly made false declarations during the deposition when he denied that he had provided fraudulent documents to two investors. Read More