The Securities and Exchange Commission (SEC) announced that on February 1, 2016, the Honorable Richard Seeborg of the United States District Court for the Northern District of California entered final judgments against defendants eAdGear Holdings Limited, eAdGear, Inc., Charles Wang, Francis Yuen, Qian Cathy Zhang, and relief defendant Laurata Chan. The final judgments order the defendants and relief defendant to pay a total of $26,539,280 in disgorgement, penalties, and prejudgment interest.

The SEC’s complaint, filed on September 24, 2014, together with a request to the court for emergency relief, charged the defendants with operating an international pyramid scheme to fraudulently raise more than $129 million from investors, in violation of the federal securities laws. The complaint alleged that defendants used money from new eAdGear investors to pay earlier investors, as well as to repay a personal loan and purchase million-dollar homes for the individual defendants. Read More

The Securities and Exchange Commission (SEC) announced that on January 28, 2016, a jury in the federal court in Boston Massachusetts, returned a guilty verdict against Watertown real-estate developer Robert Bray in a criminal trial prosecuted by the Massachusetts U.S. Attorney. The jury convicted Bray of engaging in insider trading, a type of securities fraud. U.S. District Court Judge William G. Young scheduled sentencing for May 4, 2016.The SEC previously charged Bray and Patrick O’Neill with insider trading in a civil action filed on August 18, 2014.

The criminal case is based on the same conduct underlying the SEC’s action. The SEC’s complaint alleged that O’Neill, a former senior vice president at Eastern Bank Corporation, learned through his job responsibilities that his employer was planning to acquire Wainwright Bank & Trust Company (“Wainwright”) and he then tipped Bray, a friend and fellow golfer with whom he socialized at a local country club. In the criminal trial, the government proved that the tip was passed on a napkin that O’Neill slipped to Bray over drinks at the country club bar two weeks before a public announcement about the planned acquisition. Read More

On December 14, 2015 the Securities and Exchange Commission (SEC) charged a Pittsboro, North Carolina-based startup energy company and two executives with defrauding investors in an unregistered stock offering as they purported that a big influx of capital was on the way from a major investor.

According to the SEC’s complaint against CAUSwave Inc. and its principals Jeffrey Riggs and Diane Baldwin:

Read More

On December 9, 2015 the Securities and Exchange Commission (SEC) obtained a court order in its subpoena enforcement action against respondent Steve Karroum that requires Mr. Karroum to sign a written consent for the release of his e-mails from his internet service provider. On May 11, 2015 the SEC filed a subpoena enforcement action against Virginia-based FX & Beyond Corporation and its president, Mr. Karroum. After a hearing on the matter, on August 5, 2015 the Hon. Magistrate Judge Deborah Robinson issued an order requiring Mr. Karroum to, among other things, sign a consent for the release of his e-mails from his internet service provider to the SEC. On August 10, 2015 Karroum filed objections to the Magistrate Judge’s order. Read More

On December 2, 2015, the Securities and Exchange Commission (SEC) charged Robert Seibert with operating a multi-year offering fraud that targeted elderly investors.

According to the SEC’s complaint:

• Seibert, who was previously charged by the SEC in 1993 with securities fraud and who has been convicted multiple times for securities-related offenses, owned and operated a Nevada limited liability company called Universal Stock Transfer (“UST”) out of Palm Desert, CA.
• Using the alias “John Grey,” Seibert, who has never been registered with the SEC, together with sales agents who identified themselves as “Ron Woods” and “Sebastian Wilson,” cold-called investors who ranged in age from 56 to 95 and encouraged them to buy from them a variety of stocks quoted on OTC Link, an inter-dealer quotation system for over-the-counter securities.
• Seibert and the UST agents told the elderly investors that the stocks they were selling would significantly increase in value shortly after purchase. Read More

The Securities and Exchange Commission (SEC) charged a California-licensed attorney and a stock promoter behind a pump-and-dump scheme that defrauded investors in Greenway Technology, a Las Vegas-based company purporting to operate resorts for gay and lesbian travelers.

The SEC alleges that Jehu Hand and Antonio Katz and three additional participants carried out the scheme by, among other things, using one or more backdated debt assignments, or convertible promissory notes, to cause the issuance of millions of unrestricted shares of Greenway stock to entities and individuals under their control. Hand (or an attorney associated with him) then wrote and sent false legal opinion letters to brokerage and other firms transacting in Greenway stock to facilitate the issuance, depositing, and, ultimately, sale of the stock. These opinions represented, among other things, that Greenway was not a shell company. According to the complaint, all of the false opinion letters that Hand authored were designed to clear the way for Greenway stock held by the scheme participants to be sold, without restriction, to unsuspecting investors in the market. Read More

The United States Bankruptcy Court for the Eastern District of Pennsylvania issued an order approving of the terms of a proposed settlement between the SEC and Covenant Partners, L.P., a Philadelphia-area private equity fund. Read More

The Securities and Exchange Commission (SEC) obtained a summary judgment against former Enron president, COO, and CEO Jeffrey Skilling to conclude its civil case that was stayed by the court starting in 2004 until the outcome of criminal proceedings and appeals.

The Honorable Judge Melinda Harmon of the United States District Court for the Southern District of Texas issued an order finding that as a result of the collateral estoppel effect of Skilling’s criminal convictions and statement of non-opposition to the SEC’s motion for summary judgment, Skilling committed and was liable for each claim alleged against him in the SEC’s complaint filed in July 2004. Read More

On December 4, 2015 the Securities and Exchange Commission (SEC) filed suit against Trudy Gilmond for her participation in the unregistered offer and sale of securities through Rex Venture Group LLC d/b/a ZeekRewards.com, an internet-based combined Ponzi and pyramid scheme. According to the Complaint, from approximately January 2011 until August 2012, when the ZeekRewards website was shut down, Rex Venture Group raised more than $850 million from approximately one million internet customers nationwide and overseas through the website.

The Complaint alleges that Gilmond solicited investors through the Internet and other means to participate in the ZeekRewards program, a self-described “affiliate advertising division” for the companion website, Zeekler.com, through which the company operated penny auctions. The ZeekRewards program offered customers several ways to earn money, two of which – the “Retail Profit Pool” and the “Matrix” – involved purchasing securities in the form of investment contracts. These securities offerings were not registered with the SEC as required under the federal securities laws. Read More

It’s that time of year again when companies filing reports with the Securities and Exchange Commission (“SEC”) that have a December 31st year end, must file their annual report on Form 10-K. Recent enforcement actions against SEC filers and insiders for failure to comply with their SEC reporting obligations. It has become routine for the SEC to suspend issuers who become inactive and miss their annual 10-K or quarterly 10-Q filing deadlines. This is especially true for new SEC late filers who are unfamiliar with SEC reporting after their going public transactions.

The obligation to file Form 10-K annually and Form 10-Q quarterly reports originates from Section 13 or 15(d) of the Securities Exchange Act, and Rule 13a-1 and Rule 13a-13 promulgated there under. Late SEC filers receive only one automatic extension per filing so it is important that the late reports be filed within the required extension period. In the absence of extraordinary circumstances, as determined in the SEC’s sole discretion, no additional extensions are available to issuers.  The SEC has the ability to enforce periodic filing requirements by instituting enforcement actions against a delinquent SEC filer and/or its officers and directors seeking monetary or other penalties, including revoking the filer’s registration pursuant to Section 12(j) of the Exchange Act.  In the absence of egregious and/or repeated violations, or inferences of fraud, however, the SEC will not likely take action.

If you are a SEC reporting issuer missing a SEC filing deadline for a periodic report, these are some of the important issues that you should consider: Read More

The SEC filed a complaint alleging that Hui Feng and his firm, Law Offices of Feng & Associates P.C., acted as unregistered brokers by selling EB-5 investments to over 100 foreign investors, who were also their legal clients, and that they, directly or indirectly, received over $1.1 million in commissions in connection with these sales and are contractually entitled to at least an additional $3.1 million in commissions. The complaint also claims that Feng and his firm defrauded their investor clients by failing to disclose their receipt of commissions on the investments in breach of their fiduciary and legal duties to their clients, and that they also defrauded some of the entities offering the EB-5 investments. Read More

The Securities and Exchange Commission (SEC) won a case involving a Ponzi scheme. According to the SEC Wayne Palmer and his company National Note of Utah. The SEC filed fraud charges against them in June 2012 in connection with the Ponzi Scheme. The Court found that Palmer promised more than 600 investors a guaranteed 12% annual return and assured them their money was completely secured and being used to make hard money loans, purchase notes, and acquire real estate. In reality, Palmer deposited investor funds in one bank account titled “investor trust account,” wired the funds to a second bank account titled “investor interest account,” and then used the funds to pay returns to other investors. Read More

On November 25, 2015, the SEC filed a subpoena enforcement action against NetCirq, LLC (“NetCirq”). According to the SEC’s application and supporting papers, the SEC is investigating whether NetCirq and others have violated or are violating provisions of the federal securities laws in connection with transactions involving pre-IPO companies, including transactions that may constitute security-based swaps or secondary market trading in possible violation of certain registration requirements. Pursuant to the SEC’s subpoena dating back to May 2015, NetCirq was obliged to produce documents to the SEC, but failed to do so. Read More

In February 2015, Felix Sater proudly announced the debut of a new website.  As he puts it, it “showcases [his] accomplishments, contributions, musings, and availability.”  Though Sater describes himself as a veteran of the commercial real estate industry, there’s more to his story, much of it unsavory.  While the site is promoted as a “hub for all things relating to Felix Sater,” it says nothing at all about his two criminal convictions, mob ties or the sealed docket that prevents the public from learning the details of his prior criminal conduct.

According to the website, one of Sater’s passions is politics.  It seems only fitting that in recent days a number of articles have appeared in the mainstream press examining his business association with Republican presidential candidate Donald Trump.

Sater was born in the Soviet Union in 1966, but his family moved to Brighton Beach in New York City when he was a child.  At 20, he became a stock broker.  His career came to an abrupt end in 1991, when he viciously attacked a colleague in a barroom brawl, breaking the man’s jaw and slashing his face with a broken margarita glass.  Sater was sent to prison for first degree assault.  Oddly, the National Association of Securities Dealers, as FINRA was then called, did not ban him from the industry until February 2000, though Broker Check indicates that its report on Sater contains “very limited information.” Read More

The Securities and Exchange Commission (SEC) announced that the Court entered a final judgment against Defendant Chad Smanjak on November 23, 2015 in SEC v. Ruettiger, et al., Civil Action No. 1:11-CV-02011, a penny stock manipulation case the SEC filed on December 16, 2011. The SEC’s complaint alleged that Smanjak engaged in a market manipulation scheme involving the stock of Rudy Nutrition, which generated more than $11 million in illicit profits.

The court entered a consent final judgment against Smanjak that permanently enjoins him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder; bars him from participating in any offering of a penny stock; and orders disgorgement of $2,010,286 and prejudgment interest of $454,963, which was satisfied by Smanjak’s consent to forfeiture in related criminal proceedings. In those proceedings, Smanjak has pleaded guilty to conspiracy to commit securities fraud and is awaiting sentencing. See U.S. v. Smanjak, SA CR No. 10-215 (C.D. Cal.). Read More

The Securities and Exchange Commission (SEC) announced on November 19, 2015 that it has obtained a court order freezing the assets of a South Florida woman and her company accused of purchasing a boat and luxury cars with money she raised from investors seeking U.S. residency through the EB-5 Immigrant Investor Pilot Program.

Under the EB-5 program, foreign citizens may qualify for U.S. residency if they make a qualified investment of at least $500,000 in a specified project that creates or preserves at least 10 jobs for U.S. workers. The SEC claims that Lin Zhong and her company EB5 Asset Manager LLC raised at least $8.5 million for use by U.S. EB-5 Investments LLC in job-creating real estate development projects, but they diverted nearly $1 million to purchase a boat, a BMW, and a Mercedes among other improper personal uses of investor funds. Read More

On December 1, 2015 the Securities and Exchange Commission (SEC) announced the entry of a Consent Order (“Order”) halting an alleged ongoing investment fraud by James Torchia and various related entities involving the sale of promissory notes and life settlement contracts.

On November 10, 2015 the SEC filed an emergency halt against Torchia and the following entities that he operates and controls: (i) Credit Nation Capital, LLC (formerly known as Credit Nation Lending, LLC) (“CN Capital”), a Georgia limited liability company in Woodstock Georgia; (ii) Credit Nation Acceptance, LLC (“CN Acceptance”), a Texas limited liability company in Midland, Texas; (iii) Credit Nation Auto Sales, LLC, a Georgia limited liability company in Woodstock, Georgia; (iv) American Motor Credit, LLC, a Georgia limited liability company in Woodstock, Georgia; and (v) Spaghetti Junction, LLC, a Nevada limited liability company. Read More

The Securities and Exchange Commission (SEC) announced that on September 29, 2015, a final judgment was entered against Efstratios “Elias” Argyropoulos of Santa Barbara, California, and his solely owned company, Prima Capital Group, Inc. In addition to the permanent injunction to which the defendants had previously consented, the Court granted the SEC’s motion for monetary relief, finding the defendants jointly and severally liable for disgorgement of $1,495,657, together with prejudgment interest of $84,239.59 totaling $1,579,896.59, and also ordering Argyropoulos to pay a civil penalty of $1,495,697.

On December 23, 2014, the SEC filed the action, claiming that the defendants illegally raised nearly $3.5 million from investors, supposedly to purchase Facebook and Twitter shares before the companies’ initial public offerings (IPOs). Read More

On December 1, 2015 the Securities and Exchange Commission (SEC) charged two Bitcoin mining companies and their founder with conducting a Ponzi scheme that used the lure of quick riches from virtual currency to defraud their investors.

The complaint alleges that “mining” for Bitcoin or other virtual currencies means applying computer power to try to solve complex equations that verify a group of transactions in that virtual currency. The first computer or collection of computers to solve an equation is awarded new units of that virtual currency.

The SEC claims that Homero Joshua Garza perpetrated the Ponzi scheme through his two companies GAW Miners and ZenMiner by purporting to offer shares of a digital Bitcoin mining operation. In reality, GAW Miners and ZenMiner did not own enough computing power for the mining it promised to conduct, so most investors paid for a share of computing power that never existed. Returns paid to some investors came from proceeds generated from sales to other investors. Read More

On November 12, 2015, a federal court in Boston, Massachusetts, entered a final judgment against Tropikgadget FZE and Tropikgadget Unipessoal LDA (collectively, “Tropikgadget”) of Portugal, defendants in a previously-filed enforcement action. In February 2015, the SEC charged Tropikgadget operating under the name Wings Network, plus three company officers and 12 promoters, with operating an international pyramid scheme targeting Latino communities in the U.S.

The judgment enjoins Tropikgadget from future violations of Sections 5 and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b 5 thereunder. The Court also ordered Tropikgadget to pay disgorgement of $25,213,990, representing profits gained as a result of the operation of the pyramid scheme, plus prejudgment interest of $961,742, and a third-tier civil penalty of $725,000. Read More

On November 17, 2015 the Securities and Exchange Commission charged Steven Watson with insider trading fraud, claiming he illegally profited from news of a proposed acquisition of Cooper Tire and Rubber Company by Apollo Tyres Ltd.

Earlier this year, the SEC charged two long-time friends, Amit Kanodia and Iftikar Ahmed, with insider trading fraud and alleged that another close friend of Kanodia also profited by trading on the confidential information provided by Kanodia. In a separate complaint filed November 12, 2015, the SEC filed fraud charges against Watson, another close friend of Kanodia. Read More

The Securities and Exchange Commission (SEC) announced that it has obtained final judgments against a former Los Angeles-based immigration attorney, his wife, his former law firm partner and five entities he controlled for conducting an investment scheme to defraud foreign investors seeking to come to the U.S. through the EB-5 Immigrant Investor Program.

On October 29, 2015, the United States District Court for the Central District of California entered a final judgment against Defendant Justin Moongyu Lee, formerly an immigration attorney with an office in Los Angeles, and five entity defendants he controlled, after granting the SEC’s motion for entry of a final judgment by default. In addition to permanently enjoining the defendants from future violations of the antifraud provisions 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, the judgment orders that the defendants are jointly and severally liable for disgorgement of $7,210,000, together with interest of $1,052,403.73, for a total of $8,262,403.73, and further orders Justin Lee to pay a civil penalty of $150,000. Read More

On November 12, 2015 the Securities and Exchange Commission (SEC) announced that the Court awarded summary judgment and entered a final judgment in favor of the SEC against defendants Brett Cooper, Global Funding Systems LLC, Dream Holdings, LLC, Fortitude Investing, LLC, Peninsula Waterfront Development, LP, and REOP Group Inc. The Court found that Cooper conned investors out of more than $2 million through various frauds, including advance fee schemes guaranteeing astronomical returns to investors in purported prime bank transactions and overseas debt instruments, by luring them into false “Prime Bank” or “High-Yield” investment contracts. These contracts promised exceptional returns on their investments in a matter of weeks, with little to no risk. The final judgment requires Cooper and his companies to pay more than $7.3 million as the outcome of a civil enforcement action originally filed in September, 2013.

In its pleadings and other court papers, the SEC claimed that the defendants, from at least November 2008 through about April 2012, perpetrated three fraudulent schemes and engaged in various fraudulent and deceitful acts, practices and courses of business in furtherance of those schemes. Read More

The Securities and Exchange Commission (SEC) announced that on November 5, 2015 an emergency enforcement action was filed in federal district court against Earl Miller (Miller) and two private investment vehicles that he controlled, 5 Star Commercial, LLC (5 Star Commercial) and 5 Star Capital Fund, LLC (5 Star Capital), alleging that he made material misrepresentations to investors and perpetrated a fraudulent scheme in raising investor funds for the 5 Star entities.

On November 6, 2015 the court issued a temporary restraining order (TRO) freezing the assets of Miller and the 5 Star entities, and prohibiting each of the defendants from soliciting, accepting or depositing any monies from actual or prospective investors while the TRO is in effect. The SEC’s complaint alleges that starting in 2008, Miller recruited investors for a number of private investment entities that he created. Miller recruited investors for 5 Star Commercial, 5 Star Capital and his other real estate entities from a network of predominantly novice investors, including members of the local Amish community. From July 29, 2014 to the present, he raised at least $3.9 million from more than 70 investors for his 5 Star Commercial and 5 Star Capital entities. Read More

On December 7, 2015 the Securities and Exchange Commission (SEC) announced a series of enforcement actions against lawyers across the country charged with offering EB-5 investments while not registered to act as brokers. In one case, a lawyer and his firm were charged with defrauding foreign investors in the government’s EB-5 Immigrant Investor Program, through which they seek a path to U.S. residency by investing in a specific project that creates or preserves at least 10 jobs for U.S. workers.

“Individuals and entities performing certain services and receiving commissions must be registered to legally operate as securities brokers if they’re raising money for EB-5 projects,” said Andrew Ceresney, Director of the SEC Enforcement Division. “The lawyers in these cases allegedly received commissions for selling, recommending, and facilitating EB-5 investments, and they are being held accountable for disregarding the relevant securities laws and regulations.” Read More

On November 10, 2015 the Securities and Exchange Commission (SEC) announced insider trading charges and an emergency asset freeze against cousins Zhichen Zhou and Yannan Liu. The SEC alleged that the Defendants traded in advance of the acquisition of two healthcare companies, MedAssets, Inc. and Chindex International Inc. The SEC also alleges that Zhou used funds provided by his cousin to trade illegally, resulting in profits of approximately $300,000. The SEC claimed that Liu, who was formerly employed by a private equity firm that was a bidder in both the MedAssets and Chindex International acquisitions, provided Zhou with the non-public information about the acquisitions. On November 2, 2015 when the acquisition of MedAssets was announced, the stock rose more than 30%. Similarly, Chindex International’s stock rose more than 13% on February 17, 2014, the date of the announcement. Read More