On March 11, 2016 the Securities and Exchange Commission (SEC) announced fraud charges against California businessman Daniel Nase, accusing him of stealing investor assets and then trying to cover it up once the SEC caught onto his scheme.

The SEC alleges that Nase, through his real estate company BIC Real Estate Development Corporation, stole money from investors in an unregistered offering of BIC common stock, using funds for such personal expenses as student loans, clothes, and vacations. Read More

The U.S. Securities and Exchange Commission (SEC) announced on March 11, 2016 that a federal grand jury in Manhattan has indicted Bulgarian resident Nedko Nedev for fraud relating to the stocks of Avon Products, Inc., Tower Group International, Ltd., and Rocky Mountain Chocolate Factory, Inc. Nedev was arrested yesterday in Bulgaria in connection with the criminal charges.

According to the SEC’s complaint, Nedev devised and carried out a scheme to manipulate the public market for the stocks of Avon and Rocky Mountain Chocolate Factory, to enrich himself, and to mitigate trading losses. The indictment also alleges that Nedev carried out a fraudulent scheme to profit from trading in Tower Group stock. Read More

On March 11, 2016 the Securities and Exchange Commission (SEC) charged an Oregon-based investment group and three top executives with hiding the rapidly deteriorating financial condition of its enterprise while raising more than $350 million from investors. Aequitas Management LLC and four affiliates allegedly defrauded more than 1,500 investors nationwide into believing they were making health care, education, and transportation-related investments when their money was really being used in a last-ditch effort to save the firm. Some money from new investors was allegedly used to pay earlier investors in Ponzi-like fashion.

The SEC’s complaint, filed in federal district court in Oregon, alleges that CEO Robert Jesenik and executive vice president Brian Oliver were well aware of Aequitas’s calamitous financial condition yet continued to solicit millions of dollars from investors to pay the firm’s ever-increasing expenses and attempt to stave off the impending collapse. Former CFO and chief operating officer Scott Gillis allegedly concealed the firm’s insolvency from investors and was aware that Jesenik and Oliver continued soliciting investors so that Aequitas could pay operating expenses and repay earlier investors with money from new investors. Read More

Issuers are sometimes unaware of the state laws that apply to offerings that are exempt under the federal securities laws. The purchase or sale of a security be subject to a registration statement under the Securities Act of 1933 (the “Securities Act”) or exempt from registration. An exemption at the federal level does not eliminate the obligation to comply with state blue sky laws in all circumstances. Federal preemption depends upon the exemption relied upon.

The most common exemptions from registration under the Securities Act are found in Regulation D which provides three separate exemptions: Rules 504, 505, and 506. The exemption relied upon by an issuer will depend on several factors including the amount of capital the issuer wishes to raise and whether it can raise from accredited investors, which is defined in Rule 501 of Regulation D. Generally, an accredited investor is an investor with a net worth of at least $1 million, not including their primary residence, or an investor with income of at least $200,000 in annual income for the two prior years or $300,000 with their spouse.  Securities sold pursuant to Regulation D are restricted and thus cannot be resold by the investor without registration or a resale exemption from registration such as the “safe harbor” of Rule 144.  Read More

The Securities and Exchange Commission (SEC) announced that Uni-Pixel Inc., developer of technologies for touchscreen devices, has agreed to pay $750,000 to settle charges that it misled investors about the production status and sales agreements for a key product.

Two former company executives face related charges in an SEC complaint filed today in U.S. District Court for the Southern District of Texas. The SEC entered into a deferred prosecution agreement with the company’s former chairman of the board, who has agreed to cooperate and be barred from serving as an officer and director for five years.

The SEC alleges that Uni-Pixel began publicly touting sales of a touchscreen sensor product supposedly in speedy high-volume commercial production when in fact only a few samples had been manually completed. Read More

On March 9, 2016 the Securities and Exchange Commission (SEC) announced that a Florida man trading on inside information ahead of a pharmaceutical company merger and a friend who tipped him have agreed to settle enforcement actions against them.

Jay Fung, of Delray Beach, Florida, has agreed to pay back more than $700,000 in illegal profits plus more than $60,000 in interest earned after allegedly purchasing stock and call options in Pharmasset Inc. based on his friend’s tip that it was about to be acquired. The SEC alleges that Fung cashed in when Pharmasset’s stock rose 84% after its acquisition by Gilead Sciences was publicly announced, and he paid kickbacks to his friend who provided the nonpublic information. Read More

On March 4, 2016, the Honorable James C. Mahan, United States District Judge for the District of Nevada, entered an order denying a motion for reconsideration of the final judgment filed by relief defendants June Fujinaga and her trust, The Yunju Trust. In so ruling, the court rejected Mrs. Fujinaga’s and the trust’s argument that they have a legitimate claim to $2,333,382 in illicit earnings, and found that reconsideration would unduly frustrate and delay investors’ ability to recoup lost money. While the court’s ruling allowed for a $50,000 clerical adjustment to the disgorgement obligation in the final judgment against Mrs. Fujinaga and her trust to correct an undisputed calculation error, it affirmed their liability for disgorgement. Read More

On March 7, 2016 the Securities and Exchange Commission (SEC) charged a Rhode Island agency and its bond underwriter Wells Fargo Securities with defrauding investors in a municipal bond offering to finance startup video game company 38 Studios.

The Rhode Island Economic Development Corporation (RIEDC, now called the Rhode Island Commerce Corporation) issued $75 million in bonds for the 38 Studios project as part of a state government program intended to spur economic development and increase employment opportunities by loaning bond proceeds to private companies. Read More

The Securities and Exchange Commission (SEC) has obtained a jury verdict in its favor in a federal district court trial in Manhattan against Daryl Payton and Benjamin Durant, III, who the agency charged with trading on inside information ahead of a $1.2 billion acquisition of SPSS Inc. in 2009 by IBM Corporation.

In its complaint, filed in federal court in the Southern District of New York, the SEC alleged that Payton and Durant illegally traded on a tip about the acquisition from Thomas Conradt, a friend and fellow broker in the New York office of a Connecticut-based brokerage firm, who had received the information from his roommate and friend, Trent Martin. Read More

The Securities and Exchange Commission (SEC) announced that on March 1, 2016, the Honorable Richard J. Sullivan of the United States District Court for the Southern District of New York entered final judgments on consent against defendants Zachary Zwerko and David Post. The final judgment entered against Zwerko imposes a permanent injunction against future violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder, and orders that Zwerko’s obligation to pay disgorgement of $57,000 be offset by the criminal forfeiture judgment imposed against him. The final judgment against Post imposes a permanent injunction against future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and orders that Post’s obligation to pay disgorgement of $683,967 be offset by the criminal forfeiture judgment imposed against him.

In its Amended Complaint filed on October 24, 2014, the SEC alleged that Zwerko and Post orchestrated an insider trading scheme that generated over $683,000 by purchasing securities in Post’s trading accounts based upon confidential information Zwerko tipped about his employer’s pharmaceutical acquisition targets. According to the Amended Complaint, Post and his friend, Zachary Zwerko, used prepaid “burner” cell phones to exchange coded text messages in advance of Post’s trading. Read More

On February 26, 2016 the U.S. District Court for the Eastern District of Pennsylvania issued a memorandum opinion and final judgment against Nan Huang, who a jury found liable last month for insider trading on information he improperly obtained from his employer Capital One Financial Corporation.

The court imposed on Huang permanent injunctive relief and ordered payment of $4,403,545 in disgorgement, $288,965 in prejudgment interest, and an $8,807,090 penalty for a total of $13.5 million.

According to court documents, Huang worked as a data analyst in Capital One’s fraud department when he searched a nonpublic company database that recorded the credit card activity for millions of customers at numerous, predominantly consumer retail corporations. Read More

The Securities and Exchange Commission (SEC) announced that on February 24, 2016, the Honorable Valerie E. Caproni of the United States District Court for the Southern District of New York entered a judgment against defendant Francis Canellas. The judgment resolves all issues of liability against Canellas arising from the SEC’s filing of a civil complaint against him on March 6, 2014. The judgment imposes on Canellas a permanent injunction against future violations of certain antifraud provisions of the federal securities laws.

In its Complaint, the SEC alleged that in 2008 and 2009, Canellas, the Finance Director of Dewey & LeBoeuf, LLP, an international law firm, in conjunction with other employees and officers of the firm, devised a scheme, and directed his staff, to materially falsify the firm’s financial statements in order to meet certain covenants with its lenders. Read More

The Honorable Michael A. Shipp, United States District Judge for the District of New Jersey, has entered a partial final consent judgment against defendant Paul Petrello, one of four individuals charged with engaging in an elaborate insider trading scheme involving the misappropriation of confidential information about secondary stock offerings and also illegally trading ahead of the announcement of a licensing agreement between two large pharmaceutical companies. The SEC’s complaint alleges that the scheme involved at least 15 stocks and generated a total of more than $4.4 million in illegal trading profits for the group.

The SEC’s complaint was filed on June 3, 2015 and charges California resident Steven Fishoff, his brother-in-law Steven Costantin of New Jersey, Fishoff’s friend and California neighbor Ronald Chernin, and Florida resident Paul Petrello, a friend and former day trading associate of Fishoff, as well as various entities they used to perpetrate the scheme. According to the SEC’s complaint, Fishoff, Chernin and Costantin posed as legitimate portfolio managers in order to induce investment bankers to bring them “over the wall” and share confidential information about upcoming secondary stock offerings. After agreeing with the bankers that they would neither disclose the confidential offering information nor trade in the issuers’ stock before the offerings were announced, they violated those agreements by tipping each other about the upcoming offerings and shorting the stocks before the offerings were announced. Read More

The Securities and Exchange Commission (SEC) charged Nathan Halsey and TexStar Oil, Ltd. in the United States District Court for the Northern District of Texas, with fraudulently offering securities through misleading investment materials and keeping funds from investors who believed they were investing in an entirely separate company.

The SEC’s complaint, filed in the U.S. District Court for the Northern District of Texan on February 17, 2016, alleges:

• TexStar and its founder and CEO Halsey raised at least $1.1 million from investors in China and Southeast Asia in fraudulent securities transactions and distributed false promotional materials in an effort to raise more funds.
• These false promotional materials described a successful, asset-rich company that held no profitable oil-and-gas assets, never drilled or produced any wells, and never generated investor returns.
• Halsey invited Chinese investors to Texas, showed them an operating oil well owned by another company, raised funds for an alleged investment in that well, and then kept that money for TexStar, without telling investors.

Read More

The Securities and Exchange Commission (SEC) announced that on February 17, 2016, Judge Vincent L. Briccetti of the United States District Court for the Southern District of New York entered final judgments against Defendants Scott Valente and his company, The ELIV Group, LLC. The final judgments enjoin defendants from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Valente’s judgment further finds Valente liable for disgorgement of $8,200,579.69, and deems that amount satisfied by the criminal restitution order entered against Valente in the United States of America v. Scott Valente, No. 1:15-CR-124 (GLS) (N.D.N.Y.) (“Criminal Proceeding”).

In its complaint filed on June 3, 2014, the SEC alleged that Valente and The ELIV Group fraudulently raised more than $8 million from approximately 80 clients by falsely claiming they achieved consistent and outsized positive returns, among other misrepresentations. Read More

On February 18, 2016 the Securities and Exchange Commission (SEC) filed fraud charges against nine defendants for taking part in an international scheme to execute profitable securities trades based on nonpublic information that computer hackers stole from at least two newswire services. In August 2015, the SEC charged 34 defendants in connection with this same scheme. The SEC alleges that hackers hacked into newswire services to obtain the highly-valuable corporate information and then passed it to others who used the information to execute trades and generated more than $100 million in illegal profits. The nine defendants charged include five Russian nationals and four entities they controlled that engaged in the illegal trading.

The SEC’s fraud complaint was filed in U.S. District Court in Newark, New Jersey, and the court entered an asset freeze and other preliminary relief against the nine new defendants. Read More

The Securities and Exchange Commission (SEC) announced that, on February 17, 2016, Judge Nancy Edmunds of the U.S. District Court for the Eastern District of Michigan entered final judgments, on the consents of defendants Randy Hamdan and Oracle Consultants, LLC, which permanently enjoin them from violating the antifraud provisions of the federal securities laws and order them to jointly and severally pay $185,181 in disgorgement with prejudgment interest and civil penalties. These final judgments fully resolve the enforcement action before Judge Edmunds. Read More

On February 16, 2016, the Securities and Exchange Commission (SEC) charged PV Enterprises, Inc. (“PVEC”) and Panagiotis Villiotis (“Villiotis”) with violations of the registration and antifraud provisions of the federal securities laws. The SEC also charged Virtual Sourcing, Inc. (“Virtual”), Norman Birmingham (“Birmingham”), Mario Faraone (“Faraone”) and Sweet Challenge LLC (“Sweet Challenge”) with violations of the registration provisions of the federal securities laws.

PVEC and Virtual are both microcap stock companies who entered into business transactions with a specific Financing Company in Miami, which resulted in the companies issuing millions of shares of their companies’ stock to the Financing Company in purported reliance on an exemption from registration which exempts securities issued in court-approved exchanges for “bona fide outstanding securities, claims or property interests.” Read More

On February 12, 2016, a federal court in Boston, Massachusetts sentenced Michael Affa, of Toms Rivers, New Jersey, to 33 months in prison and ordered him to pay a fine of $1 million in a criminal case prosecuted by the Massachusetts U.S. Attorney’s Office. Affa previously pleaded guilty to conspiracy, securities fraud and wire fraud in September 2015.

The SEC previously charged Michael Affa, Andrew Affa, Mitchell Brown, Christopher Putnam, and Christopher Nix with fraud in an action filed in July 2014. The alleged fraud involved an attempt to manipulate shares of Boston, Massachusetts-based Amogear Inc. that was caught by an FBI undercover operation. In that action, the SEC alleged that defendants knew that Amogear was a shell company without any real operations, but schemed from at least August 2012 to February 2014 to boost the price of its securities and profit by selling their own shares. Read More

On February 16, 2016 the Securities and Exchange Commission (SEC) charged Wade James Lawrence, a former investment adviser with two dually-registered securities firms, with executing unauthorized trades in his clients’ investment accounts and defrauding other individuals who tried to invest their money with him.

The SEC’s complaint, filed in federal court in Texas, alleges that:

• Starting in 2010 while employed at the first firm, Lawrence executed unauthorized trades in speculative, high-risk securities in several of his clients’ accounts.
• After joining the other firm in August 2011, Lawrence continued to place unauthorized trades of risky securities in his clients’ accounts.
• Between 2010 and 2013, Lawrence’s clients lost at least $2 million due to his improper and unauthorized trading.
• Lawrence fraudulently obtained approximately $480,000 from at least five individuals by claiming that he could trade securities for them at prices lower than those available to the general public and in securities that were not otherwise available to individual investors.
• Immediately after receiving the investors’ funds, Lawrence used most of the money for personal expenditures and to repay personal debts, while returning a portion of the funds disguised as investment profits.

Read More

On February 11, 2016 the Securities and Exchange Commission (SEC) charged Jilbert Tahmazian, a lawyer licensed in the state of California, with fraud for engaging in a prime bank scheme.

Prime bank schemes involve the offer and sale of fictitious investment programs claiming that investors’ funds will be used to purchase and trade “prime bank” financial instruments on clandestine overseas markets to generate huge returns in which the investor will share. However, neither these instruments, nor the markets on which they allegedly trade, exist.

The SEC alleges that Tahmazian and his co-schemer offered and sold bogus investment contracts purporting to provide investors access to “a Financial Instrument issued by a top rated financial institution/top 50 bank with a minimum face value of $100 million” and “designated toward a 40-week private placement program.” Read More

On February 10, 2016, the Securities and Exchange Commission (SEC) charged Frank Lleras and two Charlotte, North Carolina-based companies that he controls, Optimum Income Property, LLC and Optimum Property Investments, LLC, with conducting an offering fraud lasting more than two years that raised more than $2.9 million from at least 25 investors from the Dominican Republic.

In a parallel action, the U.S. Attorney’s Office for the Western District of North Carolina announced that Lleras has pled guilty to securities and wire fraud. Read More

The Securities and Exchange Commission (SEC) announced that on February 9, 2016, the Court for the Southern District of New York entered a final judgment against Defendants Moazzam “Mark” Malik, a Pakistani citizen and New York City resident, and his purported hedge fund, American Bridge Investment Group, LLC, d/b/a Wolf Hedge LLC (“ABIG”). The final judgment enjoins defendants from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, enjoins Malik from violating Sections 206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8, and enjoins defendants from soliciting additional investors or accepting additional investments from existing investors. The final judgment further orders defendants to pay disgorgement, on a joint and several basis, of $1,005,244.70 plus prejudgment interest of $93,099.94, and imposes civil money penalties of $2,850,000 against Malik and $13,775,000 against ABIG. Read More

The Securities and Exchange Commission (SEC) charged two penny stock issuers and their principals with fraud for disseminating false and misleading press releases and other related documents about purported involvement in the marijuana industry.

The SEC’s complaint against Fortitude Group, Inc. and its CEO, Thomas Parilla, filed in federal court in Pennsylvania on February 29, 2016, alleges that:

• Between February and March 2014, Fortitude and Parilla made materially false and misleading statements in various publicly-disseminated press releases and a financial report concerning Fortitude’s purported efforts to enter into the rapidly growing legal marijuana business industry.
• The press releases falsely described Fortitude as having successful marijuana-related partnerships and operations, including claims about its issuance of a Discover-branded debit card and distribution of vaporizers to marijuana dispensaries.
• Fortitude and Parilla falsely represented in a company financial report that Fortitude was earning revenue from the purported marijuana business.

Read More

The Securities and Exchange Commission (SEC) announced that on January 20, 2016, the Court for the Eastern District of New York entered a final judgment against defendant Martin Weisberg. The final judgment imposes on Weisberg a permanent injunction against future violations of certain antifraud provisions of the federal securities laws and bars Weisberg from serving as an officer and director of a public company.

The SEC’s complaint, filed on October 19, 2007 and amended on March 23, 2015, charged Weisberg with making fraudulent misrepresentations about an Israeli investor group in corporate filings and other documents of two public companies – Xybernaut Corporation and Ramp Corporation. Weisberg, the securities counsel to Xybernaut and Ramp, prepared the filings and also served as a director of Xybernaut. Read More

The Securities and Exchange Commission (SEC) announced that on February 5, 2016, a jury in federal court in Philadelphia returned a guilty verdict against Pennsylvania attorney Herbert Sudfeld (“Sudfeld”) in a criminal trial prosecuted by the U.S. Attorney for the Eastern District of Pennsylvania. The jury convicted Sudfeld of insider trading along with three counts of making a false statement. U.S. District Court Judge Cynthia Rufe has not yet set a date for sentencing.

The SEC previously charged Sudfeld with insider trading in a civil action filed July 16, 2015. The criminal case is based on the same conduct underlying the SEC’s action. The SEC’s complaint alleged that Sudfeld illegally traded in advance of the 2011 announcement of a $760 million merger of Harleysville Group, Inc. and Nationwide Mutual Insurance Company, which sent the price of Harleysville stock up 87%. Read More