Florida Penny Stock Financiers Face SEC Charges

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Mark Lefkowitz, Compass Capital Group, Mark Lopez, Unico, Inc., Steven R. Peacock, Shane H. Traveller, and Advanced Cell Technology allegedly violated federal securities laws in connection with the unregistered distribution of billions of shares of penny stocks through the repeated misuse of the exemption from registration contained in Section 3(a)(10) of the Securities Act of 1933, according to an SEC civil injunctive action filed in the U.S. District Court for the Middle District of Florida.

Section 3(a)(10) provides an exemption from registration that permits a company to issue common stock to public investors “in exchange for one or more bona fide outstanding securities, claims or property interests” without having to file a registration statement “where the terms and conditions of such issuance and exchange are approved after a hearing upon the fairness of such terms and conditions” by any court or any governmental authority “expressly authorized by law to grant such approval.” The Complaint alleges that the Section 3(a)(10) exemption was not available for any of the stock offerings at issue because the terms and conditions of the exchanges – including the fact that the issuers were raising capital through such exchanges – were not fully disclosed to the court.

According to the Commission’s Complaint, in or about early 2006, Lefkowitz, a penny stock financier, devised a strategy for penny stock issuers to pay off past due debts while, at the same time, improperly raising additional capital in reliance upon Section 3(a)(10). According to the Complaint, Lefkowitz executed his illegal strategy with Lopez, the chief executive officer of Unico, a penny stock issuer based in California, and William Caldwell IV, the chief executive officer of Advanced Cell Technology, a penny stock issuer based in Massachusetts. The Complaint further alleges that Peacock and Traveller, two penny stock financiers who learned of the illegal strategy from Lefkowitz, executed the strategy with Unico and other penny stock issuers.

The Complaint alleges that from September 9, 2006 through January 29, 2009, in order to satisfy the fairness hearing requirement of Section 3(a)(10), more than fifty pre-settled lawsuits were filed in a Florida state court purportedly to settle past due debts owed by Unico, Advanced Cell, or other penny stock issuers (collectively, the “Penny Stock Issuers”) to Compass Capital Group and several offshore financing entities affiliated with Lefkowitz, and Sequoia International, Inc., an entity affiliated with Peacock and Traveller (collectively, the “Financiers”).

The Complaint further alleges that in each case, one of the Penny Stock Issuers entered into a written settlement agreement with one or more of the Financiers whereby the Penny Stock Issuer agreed to issue unrestricted common stock to the Financiers at a substantial discount to the prevailing market price, purportedly to retire the past due debt. The settlement shares allegedly were worth multiple times more than the debt that was to be extinguished and the Financiers agreed to remit monies to the Penny Stock Issuer following the sale of the settlement shares to the public on the open market.

According to the Complaint, none of the settlement agreements submitted to the court for approval, disclosed, nor did the parties ever apprise the presiding judges of, the existence of the side agreements, that the market value of the shares to be issued greatly exceeded the debts that were to be extinguished, or that significant sums of monies would be remitted to the Penny Stock Issuers as a result of the Section 3(a)(10) settlements.

According to the Complaint, at the conclusion of each of the hearings, the Florida state court granted a Section 3(a)(10) exemption from registration and, thereafter, unrestricted shares were issued to the Financiers, who quickly sold the shares on the open market to public investors unaware of the dilutive effects of the new stock issuances. Also according to the Complaint, the Financiers subsequently remitted millions of dollars to the Penny Stock Issuers, either directly or through an intermediary, as financing, making it an improper capital raising transaction for the Penny Stock Issuers.

The Complaint alleges that Unico extinguished approximately $4.0 million in past due debts but separately raised more than $9.2 million as a result of monies later remitted to it by the Financiers. Advanced Cell allegedly extinguished $1.1 million in debts while separately raising more than $3.5 million through monies later remitted by or on behalf of the Financiers. The Other Penny Stock Issuers allegedly collectively extinguished approximately $1 million in debts while separately raising more than $1.2 million. The Complaint also alleges that Lefkowitz and his affiliated entities profited by at least $1.7 million from these transactions and that Peacock and Traveller profited by at least $455,000.

The Complaint alleges that Unico filed false and misleading disclosures with the Commission concerning the monies it received from the Financiers and that Unico and Advanced Cell failed to timely disclose the settlement agreements and issuance of over 9 billion and 260 million unregistered shares of their respective common stocks in connection with the Section 3(a)(10) settlements. In addition, the complaint further alleges that Peacock, aided and abetted by Traveller, failed to report his beneficial ownership of more than five percent of the outstanding shares of Unico common stock in December 2006.

The Complaint charges all of the defendants with violations of the securities offering registration provisions, Unico and Advanced Cell with periodic reporting violations, Lopez for aiding and abetting Unico’s periodic reporting violations, Peacock with beneficial ownership reporting violations, and Traveller for aiding and abetting Peacock’s ownership reporting violations.

The Commission seeks permanent injunctions, disgorgement of illegal profits with prejudgment interest, and civil penalties as to Unico, Advanced Cell, Peacock, and Traveller; a permanent injunction and a civil penalty as to Lopez; disgorgement of illegal profits with prejudgment interest and civil penalties as to Lefkowitz and Compass Capital; and an order barring Lefkowitz, Compass Capital, Lopez, Peacock, and Traveller from participating in any future offerings of penny stock.

Lefkowitz, Compass Capital, and Traveller previously have been enjoined from violating various provisions of the federal securities laws, including the antifraud provisions, in connection with unrelated conduct that also involved the misuse of an exemption from registration of securities offerings. [SEC v. Mark A. Lefkowitz, Compass Capital Group, Inc., Mark A. Lopez, Unico, Inc., Steven R. Peacock, Shane H. Traveller, and Advanced Cell Technology, Inc., United States District Court for the Middle District of Florida, Civil Action No. 8:12-CV-1210T35MAP] (LR-22381)

Miami Homebuyers’ Workshop offers Downpayment Help

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Wells Fargo & Co. will host a workshop 10 a.m. to 7 p.m. Friday and Saturday, June 1 and 2, to help people who otherwise qualify for a mortgage to buy a home in the city of Miami but are short on a down payment, according to the Miami Herald.

“The workshop will be at the Doubletree Miami Airport Convention Center at 711 NW 72 Avenue, Miami. Details and pre-registration are available at neighborhoodlift.com or by calling 866-858-2151. Click on the link for full details.

The San Francisco mortgage giant said it will provide $9 million in aid to homebuyers in the City of Miami, or up to $15,000 in downpayment assistance per qualified applicant.

To participate, homebuyers must meet various criteria, including falling within 120 percent of the median income, or about $78,700 for a family of four. The mortgages can be obtained from any lender, not only Wells Fargo.

The program will be administered by Neighborhood Housing Services of South Florida, a nonprofit that works to help people to acquire and stay in their homes.”

Click on the link to learn what to bring to discuss mortgage loan options.

Fort Lauderdale Foreclosure Defense Attorney

If you are at risk of losing your home to foreclosure, there is action you can take. Contact Fort Lauderdale mortgage foreclosure attorney Marcy Resnik to discuss how you can defend your legal rights in a foreclosure. You can contact Ms. Resnik online or call her at 954-321-0176.

Miami Hedge Fund Adviser Charged with Misleading Investors

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Quantek Asset Management LLC deceived investors about fund managers having personal investments in the $1 billion Quantek Opportunity Fund, a Latin America-focused hedge fund, according to an SEC investigation.

The Securities and Exchange Commission found that Quantek’s executives never invested their own money in the fund. The SEC’s investigation also found that Quantek misled investors about the investment process of the funds it managed as well as certain related-party transactions involving its lead executive Javier Guerra and its former parent company Bulltick Capital Markets Holdings LP.

Bulltick, Guerra, and former Quantek operations director Ralph Patino are charged along with Quantek in the SEC’s enforcement action. They agreed to pay more than $3.1 million in total disgorgement and penalties to settle the charges, and Guerra and Patino agreed to securities industry bars.

“When making an investment decision, private fund investors are entitled to the unvarnished truth about material information such as management’s skin in the game or the adviser’s handling of related-party transactions,” said Bruce Karpati, Co-Chief of the SEC Enforcement Division’s Asset Management Unit. “Quantek’s investors deserved better than the misleading information they received in marketing materials, side letters, and other fund documents.”

According to the SEC’s order instituting settled administrative proceedings, fund investors frequently inquire about the extent of the manager’s personal investment during their due diligence process, and many require it in fund selection. Quantek, particularly Patino, misrepresented to investors from 2006 to 2008 that management had skin in the game. These misstatements were made when responding to specific questions posed in due diligence questionnaires that were used to market the funds to new investors. Quantek made similar misrepresentations in side letter agreements executed by Guerra with two sought-after institutional investors.

The SEC’s order also found that Quantek misled investors about certain related-party loans made by the fund to affiliates of Guerra and Bulltick. Because the fund permitted related-party transactions with Bulltick and other Quantek affiliates, investors were wary of deals that were not properly disclosed.

In 2006 and 2007, Quantek caused the fund to make related-party loans to affiliates of Guerra and Bulltick that were not properly documented or secured at the outset. Quantek and Bulltick employees later re-created the missing related-party loan documents, but misstated key terms of the loans and backdated the materials to give the appearance that the loans had been sufficiently documented and secured at all times. Quantek and Guerra provided this misleading loan information to the fund’s investors.

“The related-party transactions were problematic to begin with, and the false deal documents left investors in the dark about the adviser’s conflicts of interest,” said Scott Weisman, Assistant Director in the SEC Enforcement Division’s Asset Management Unit.

According to the SEC’s order, Quantek also repeatedly failed to follow the robust investment approval process it had described to investors in the fund. Quantek concealed this deficiency by providing investors with backdated and misleading investment approval memoranda signed by Guerra and other Quantek principals.

Quantek, Guerra, Bulltick, and Patino settled the charges without admitting or denying the findings. Quantek and Guerra agreed jointly to pay more than $2.2 million in disgorgement and pre-judgment interest, and to pay financial penalties of $375,000 and $150,000 respectively. Bulltick agreed to pay a penalty of $300,000, and Patino agreed to a penalty of $50,000.

Guerra consented to a five-year securities industry bar, and Patino consented to a securities industry bar of one year. Quantek and Bulltick agreed to censures. They all consented to orders that they cease and desist from committing or causing violations of certain antifraud, compliance, and recordkeeping provisions of the Investment Advisers Act of 1940 and the Securities Act of 1933.

Florida Securities Litigation and FINRA Arbitration

Contact Fort Lauderdale securities litigation attorney Howard N. Kahn, Esq. if you or someone you know has a securities dispute. In addition to being an experienced securities litigation attorney, Mr. Kahn also serves as a FINRA arbitrator for individual investors, brokers, and brokerage firms. You can reach him at 954-321-0176 or online.

Social Media Gets Attention in Jewish Divorce Disputes

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Jewish husbands who refuse to finalize a Jewish divorce by not signing divorce papers known as a “get” are finding themselves subject to unwanted public attention. Social media updates, email, Facebook posts, tweets and website comments all are being used to bring pressure on divorce hold-outs, according to a recent Sun-Sentinel article titled “Social media used to pressure Jewish husbands who refuse divorce.”

Without a get, the wife is not able to remarry. The dispute between one now well-known South Florida couple continues to draw media attention. According to one expert:

“The use of Twitter and Facebook to pressure husbands brings get conflicts into an uncharted realm, said Rabbi Joel Roth, a professor of Talmud and Jewish law at the Jewish Theological Seminary in New York. He said only a Jewish judicial court can compel a man to sign the papers; other types of coercion could potentially invalidate a divorce.”

Read the full story.

Contact a Fort Lauderdale Divorce Attorney

If you have questions about a divorce, contact Fort Lauderdale divorce attorney Marcy Resnik. You can contact her online or call her at 954-321-0176.

SEC Charges Two Feeders in Rothstein Ponzi Schemes

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George Levin and Frank Preve, who live in the Fort Lauderdale area, allegedly raised more than $157 million from 173 investors in less than two years by issuing promissory notes from Levin’s company and interests in a private investment fund they operated, according to SEC charges.

They used investor funds to purchase discounted legal settlements from former Florida attorney Scott Rothstein through his prominent law firm Rothstein Rosenfeldt and Adler PA. However, the settlements Rothstein sold were not real and the supposed plaintiffs and defendants did not exist.

Rothstein simply used the funds in classic Ponzi scheme fashion to make payments due other investors and support his lavish lifestyle. Rothstein’s Ponzi scheme collapsed in October 2009, and he is currently serving a 50-year prison sentence.

The SEC alleges that Levin and Preve misrepresented to investors that they had procedural safeguards in place to protect investor money when in fact they often purchased settlements without first seeing any legal documents or doing anything to verify that the settlement proceeds were actually in Rothstein’s bank accounts.

Moreover, as the Ponzi scheme was collapsing and Rothstein stopped making payments on prior investments, Levin and Preve sought new investor money while falsely touting the continued success of their investment strategy. With their fate tied to Rothstein, Levin and Preve’s settlement purchasing business collapsed along with the Ponzi scheme.

“Levin and Preve fueled Rothstein’s Ponzi scheme with the false sense of security they gave investors,” said Eric I. Bustillo, Director of the SEC’s Miami Regional Office. “They promised to safeguard investors’ assets, but gave Rothstein money with nothing to show for it.”

According to the SEC’s complaint filed in federal court in Miami, Levin and Preve began raising money to purchase Rothstein settlements in 2007 by offering investors short-term promissory notes issued by Levin’s company – Banyon 1030-32 LLC. In 2009, seeking additional funds from investors, they formed a private investment fund called Banyon Income Fund LP that invested exclusively in Rothstein’s settlements. Banyon 1030-32 served as the general partner of the fund, and its profit was generated from the amount by which the settlement discounts obtained from Rothstein exceeded the rate of return promised to investors.

The SEC alleges that the offering materials for the promissory notes and the private fund contained material misrepresentations and omissions. They misrepresented to investors that prior to any settlement purchase, Banyon 1030-32 would obtain certain documentation about the settlements to ensure the safety of the investments. Levin and Preve, however, knew or were reckless in not knowing that Banyon 1030-32 often purchased settlements from Rothstein without obtaining any documentation whatsoever.

Furthermore, the SEC alleges that Banyon Income Fund’s private placement memorandum misrepresented that the fund would be a continuation of a successful business strategy pursued by Banyon 1030-32 during the prior two-and-a-half years. Levin and Preve failed to disclose that by the time the Banyon Income Fund offering began in May 2009, Rothstein had already ceased making payments on a majority of the prior settlements Levin and his entities had purchased.

They also failed to inform investors that Levin’s ability to recover his prior investments from Rothstein was contingent on his ability to raise at least $100 million of additional funding to purchase more settlements from Rothstein.

The SEC’s complaint seeks disgorgement of ill gotten gains, financial penalties, and permanent injunctive relief against Levin and Preve to enjoin them from future violations of the federal securities laws.

Florida Securities Litigation and FINRA Arbitration

Contact Fort Lauderdale securities litigation attorney Howard N. Kahn, Esq. if you or someone you know has a securities dispute. In addition to being an experienced securities litigation attorney, Mr. Kahn also serves as a FINRA arbitrator for individual investors, brokers, and brokerage firms. You can reach him at 954-321-0176 or online.

Aventura Condo Manager for Atlantic II at the Point Gets Jail Term

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A $500,000 grand theft put condo manager Lourdes Rodriguez behind bars for 21 months.

The former Pembroke Pines resident, age 49, served as property manager for the Atlantic II at the Point Condominium Association in Aventura, FL. The South Florida condo development features 168 units on 2.5 acres, with panoramic views of the Atlantic Ocean and the Intracoastal.

Rodriguez opened credit card accounts in the association’s name and made personal charges, according to a recent press release issued by Miami-Dade State Attorney Katherine Fernandez Rundle. Credit card withdrawals for gambling and other expenses were then paid by Rodriquez using association funds.

In her role as condo property manager, Rodriguez also arranged unauthorized wage payments from the association’s payroll processing company.

Stolen funds amounted to almost $470,000 before the condo embezzlement scheme was halted. The Atlantic II was insured for theft, and most of the losses were covered.

Jail is not the end of Rodriquez’s woes. She also faces criminal orders of restitution to Continental Casualty Insurance Company in the amount of $250,000.00; $150,000.00 to The Travelers Insurance Company, and $66,309.75 to Atlantic II at the Point Condominium Association, Inc.

The moral here is that crime does not pay, including white collar crime involving a condominium association. South Florida condo and HOA board members are reminded to be alert to potential theft of funds by even trusted association employees.

Fort Lauderdale Condominium Litigation Attorney

Contact Fort Lauderdale condo litigation attorney Marcy Resnik to discuss potential theft or legal matters relating to your condo association. You can contact Ms. Resnik online or call her at 954-321-0176.

Nasdaq Glitches with Facebook IPO Result in Bad Trades

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Nasdaq OMX Group Inc. (NDAQ) is under fire from brokers and traders who lost money on Friday’s initial public offering of Facebook Inc.

Technical issues at the exchange caused orders placed between 11:11 a.m. and 11:30 a.m. on May 18th to go into a “black hole,” according to the Wall Street Journal. Other investors experienced difficulties when they tried to cancel IPO orders. Nasdaq indicates that it may earmark at least $13 million to resolve bad trades.

The Financial Industry Regulatory Authority, or Finra, is expected to oversee the process of arbitrating and distributing the money to investors. The U.S. Securities and Exchange Commission (SEC) is also expected to review the Facebook IPO trading activity.

Florida Securities Litigation and FINRA Arbitration

Contact Fort Lauderdale securities litigation attorney Howard N. Kahn, Esq. if you or someone you know has a securities dispute. In addition to being an experienced securities litigation attorney, Mr. Kahn also serves as a FINRA arbitrator for individual investors, brokers, and brokerage firms. You can reach him at 954-321-0176 or online.

Avoid Foreclosure: Know Your Options

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The Making Home Affordable® Program (MHA), a federal government initiative, may help South Florida homeowners get mortgage relief and avoid foreclosure. Watch this video to learn more:

Homeowners who are behind on their mortgage payments may be able to qualify for the following MHA programs:

  • Lower your monthly mortgage payment.
  • If homeownership is no longer affordable or desirable, there is a program that can provide a way out, avoiding foreclosure.
  • There are also options for unemployed homeowners and homeowners who owe more than their homes are worth.

Start by calling your lender for details. You can also learn more at the government website www.makinghomeaffordable.gov.

Fort Lauderdale Foreclosure Defense Attorney

Every situation is different. If MHA is not right for you and you are at risk of losing your home to foreclosure, there is action you can take. Contact Fort Lauderdale mortgage foreclosure attorney Marcy Resnik to discuss how you can defend your legal rights in a foreclosure. You can contact Ms. Resnik online or call her at 954-321-0176.

Investor Alert: Nutraceutical Stock Scams

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Nutraceutical Stock Scams—Don’t Supplement Your Portfolio With These Companies is the title of a new alert issued by the Financial Industry Regulatory Authority (FINRA) to warn investors about stock scams related to companies selling everything from fortified foods and energy drinks to “natural” medicines.

Like many investment scams, pitches for nutraceutical stocks may arrive in a variety of ways—from cold calls to email, tweets, blogs or message board posts.

Nutraceuticals are products that claim to help people to lose weight, get an energy boost, live longer or fight the common cold, and can include dietary supplements and food and drink products that contain additives purporting to provide health benefits. While some nutraceutical companies are legitimate, others could be bogus operations with the potential to harm unsuspecting investors.

The con artists behind nutraceutical stock scams may try to lure in investors with optimistic and potentially false and misleading information that in turn creates unwarranted demand for shares of small, thinly-traded companies that often have little or no history of financial success. The con artists behind these “pump and dump” scams can then sell off their shares, leaving investors with worthless stock.

One company claimed to have acquired rights to “all-natural” medicines that treat maladies ranging from the common cold to kidney disease. The company claimed it had “the potential to capture 3 percent of the US market within a 3 year period” and “potentially generate “$100,000,000 in revenues.” Investors who took a look at the company’s unaudited financials would have found a firm with almost no cash on hand and no track record of sales.

“While nutraceuticals claim to help people become healthy, investing in some of the companies associated with these products can make investors’ portfolios sick,” said Gerri Walsh, FINRA’s Vice President for Investor Education. “The best way investors can inoculate themselves against investment scams is to ask and check. Find out whether the promoter is licensed using FINRA BrokerCheck, and check out the investment using the Securities and Exchange Commission’s EDGAR database of company filings.”

The Alert warns investors to ignore unsolicited investment recommendations and to question the source of investment information. Investors should also be wary of investments that promise fantastic growth and check out the person promoting the stock or investment. Nutraceutical Stock Scams also includes detailed information to help investors spot potential scams and distinguish frauds from legitimate investment opportunities.

Florida Securities Litigation and FINRA Arbitration

Contact Fort Lauderdale securities litigation attorney Howard N. Kahn, Esq. if you or someone you know has a securities dispute. In addition to being an experienced securities litigation attorney, Mr. Kahn also serves as a FINRA arbitrator for individual investors, brokers, and brokerage firms. You can reach him at 954-321-0176 or online.

SEC Suspends Trading in 379 Microcap Shell Companies

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Hijacking by securities fraudsters who scam investors through reverse mergers or pump-and-dump schemes was the reason given by the Securities and Exchange Commission (SEC) in an unusual one-day move to suspend tradingin the securities of 379 dormant companies.

The trading suspension marks the most companies ever suspended in a single day by the agency as it ramps up its crackdown against fraud involving microcap shell companies that are dormant and delinquent in their public disclosures.

Microcap companies typically have limited assets and low-priced stock that trades in low volumes. An initiative tabbed Operation Shell-Expel by the SEC’s Microcap Fraud Working Group utilized various agency resources including the enhanced intelligence technology of the Enforcement Division’s Office of Market Intelligence to scrutinize microcap stocks in the markets nationwide and identify clearly dormant shell companies in 32 states and six foreign countries that were ripe for potential fraud.

“Empty shell companies are to stock manipulators and pump-and-dump schemers what guns are to bank robbers — the tools by which they ply their illegal trade,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “This massive trading suspension unmasks these empty shell companies and deprives unscrupulous scam artists of the opportunity to profit at the expense of unsuspecting retail investors.”

Thomas Sporkin, Director of the SEC’s Office of Market Intelligence, added, “It’s critical to assess risks to investors in the capital markets and, through strategic planning, develop ways to neutralize them. We were able to conduct a detailed review of the microcap issuers quoted in the over-the-counter market and cull out these high-risk shell companies.”

The SEC’s previously largest trading suspension was an order in September 2005 that involved 39 companies. The federal securities laws allow the SEC to suspend trading in any stock for up to 10 business days. Subject to certain exceptions and exemptions, once a company is suspended from trading, it cannot be quoted again until it provides updated information including accurate financial statements.

Pump-and-dump schemes are among the most common types of fraud involving microcap companies. Perpetrators will tout a thinly-traded microcap stock through false and misleading statements about the company to the marketplace. After purchasing low and pumping the stock price higher by creating the appearance of market activity, they dump the stock to make huge profits by selling it into the market at the higher price.

The existence of empty shell companies can be a financial boon to stock manipulators who will pay as much as $750,000 to assume control of the company in order to pump and dump the stock for illegal proceeds to the detriment of investors. But with this trading suspension’s obligation to provide updated financial information, these shell companies have been rendered essentially worthless and useless to scam artists.

Click on the link for the full list of 379 dormant microcap shell stocks subject to the SEC’s trading suspension.

Florida Securities Litigation and FINRA Arbitration

Contact Fort Lauderdale securities litigation attorney Howard N. Kahn, Esq. if you or someone you know has a securities dispute. In addition to being an experienced securities litigation attorney, Mr. Kahn also serves as a FINRA arbitrator for individual investors, brokers, and brokerage firms. You can reach him at 954-321-0176 or online.