Securities Industry Commentator by Bill Singer Esq

April 6, 2020




SEC Charges Beverly Hills-Based Entertainment Technology Company in $45 Million Offering Fraud (SEC Release)

https://www.bloomberg.com/news/articles/2020-04-03/coffee-growers-fret-lost-output-in-ticking-time-bomb-brazil?srnd=premium
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Coronavirus may cause some food shortages, warns government task force (Yahoo by Alexander Nazaryan and Jana Winter)
https://www.yahoo.com/news/coronavirus-may-cause-some-food-shortages-says-government-document-223308504.html

As Bloomberg reporter Batista notes:

Arabica beans, the mild-tasting variety preferred by Starbucks Corp., have gained about 13% from a mid-March low, partially on concerns over low supply out of Brazil. Any delays in harvesting that compromise bean quality could push prices higher. Rabobank International analyst Carlos Mera, in a report today, called the migrant labor shortage in Brazil the "main risk" to the supply side.

As Yahoo reporters Nazaryan and Winter note:

The April 2 briefing warns that the task force had completed an analysis and there could be "commodity impacts if current PPE inventory is exhausted." There would be shortages of milk within 24 hours and of fresh fruits and vegetables "within several days." The document estimates that "meat, poultry, seafood, and processed eggs" would become scarce within a period of two to four weeks, while "dry goods and processed foods inventories" - that is, the non-perishables that are pantry staples - could become scarce "as soon as four weeks after face masks and gloves run out across the food supply chain.

Batista's article focuses on Brazilian coffee beans but there are growing reports about many crops such as soybean, wheat, and corn -- each discussing falling prices, battered demand, climate concerns, and a host of other factors. Batisat's article is yet another example of the ever-expanding impact of coronavirus on the food chain. I remain intrigued by the dynamic because of the competing forces at work. Holding sway for now is the closure of almost the entire food and beverage sector, which in part includes restaurants, bars, hotels, casinos, cruise ships, and theme parks, etc -- but notably does not include many grocery stores and convenience chains. Additionally, we have the destruction of consumer buying power and the resort to something akin to a survivalist diet in many areas. In contrast to so many factors that are hammering prices in the Ag sector, we have reports of increasing foodstuff and feed demands from China, drought conditions in South America, and COVID-19 impacts upon migrant farmworkers and food processors. At some point, will the lack of demand give in to lack of supply -- plus what happens when Italy, Spain, USA, and other nations turn the pandemic corner and need to re-stock? 

The Yahoo article focuses on the dwindling supply of PPE, which is used in both the medical field and food preparation. Given the understandable  priority that will be afforded to doctors, nurses, and first responders during the pandemic, what emergency measure will be implemented to ensure the necessary sterile conditions attendant to the processing of our foodstuffs? Yet another unexpected impact from the expanding coronavirus.

I have no answers to the above. I only pose the questions and raise the issues. Hopefully, somewhere, someone is monitoring the issues, taking notes, and making proposals. Is there anyone in any position of authority that is taking those proposals seriously? Is there anyone putting into place the contingency plans that will protect all of us? As for Wall Street, sure, somewhere, someone is doing the analysis and planning on making investments. Sadly, there is likely more effort and intelligence going into profiting from this doomsday scenario than into preventing the moment from arriving.

Yeah, I know it's serious. Yes, we all have to take great care with the coronavirus. On the other hand, why can't I watch Dr. Gupta's video and not think of the famous Saturday Night Live "Anal Retentive Chef"?

Coronavirus: How CCOs Can Manage (Virtually) (FinOps Report by Chris Kentouris)
https://finopsinfo.com/regulations/rules/coronavirus-how-ccos-can-manage-virtually/
As timely a bit of reporting as one could hope for by Chris Kentouris, who details how following the five Ps - prioritize, plan, protect, preserve, and paper- may best serve Chief Compliance Officers struggling with employees who are working remotely during the coronavirus pandemic. 

Forex Trader Touts 'Recession-Proof'Haven in Markets Roiled By COVID-19 (TSSB Release)
https://www.ssb.texas.gov/news-publications/forex-trader-touts-recession-proofhaven-markets-roiled-covid-19
You sorta knew it was only a matter of time -- the Texas State Securities Board announced what it characterizes as the "first action taken by a state securities regulator against a promoter using COVID-19 as a tactic to lure investors." In it Emergency Cease and Desisit Order against James F. "Stormy" Walsh https://www.ssb.texas.gov/sites/default/files/Walsh_ENF_20_CDO_1800.pdf, TSSB seeks to stop him from offering a purported "safe haven" investment during the COVID-19 pandemic. As set forth in part in the TSSB Release:

According to the order, Walsh claims that the investments in his trading program are "basically risk free." He is telling potential investors that he is paying 60% of the profits from trading international currencies to investors and keeping 40% of profits for himself.

Walsh is violating the Texas Securities Act because neither the investments nor Walsh are registered in Texas, according to the order.

Walsh initially agreed to stop offering investments in the trading program until he became compliant with the Securities Act. But he continued to illegally and fraudulently offer the securities, according to the order, threatening immediate financial harm to Texas residents.

According to the order, Walsh recently told potential investors he was earning greater profits because of the volatility the threat of COVID-19 has engendered in the markets.

Walsh claimed that in a recent 10-day period he earned $46,000 in profit on an account worth $100,000, according to the order.

Walsh is not, however, telling investors of the numerous risks in trading the currencies of other countries. These include fluctuations in a country's interest rates, the impact of stock, bond, and commodity markets on currency exchange rates, and the possibility that technical problems can stall trades.

SEC Charges Four Individuals in Unauthorized Trading Scheme (SEC Release)
https://www.sec.gov/litigation/litreleases/2020/lr24788.htm
https://www.sec.gov/litigation/complaints/2020/comp24788.pdf, the SEC charged Jonah Engler, Joshua W. Turney and Hector Perez with violating the antifraud provisions of Section 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Securities Exchange Act  and Rule 10b-5(a) and (c) thereunder, and the Complaint also charges Barbara Desiderio with aiding and abetting Engler's, Turney's and Perez's violations.  As alleged in part in the SEC Release, the four Defendants:

engaged in a scheme to conduct voluminous unauthorized trading in over 360 retail customer accounts as Global Arena Capital Corp., the New York broker dealer they were associated with at the time, was going out of business. This unauthorized trading allegedly generated over $2.4 million in unlawful markups, markdowns, and commissions for their firm and resulted in over $4 million in net losses for their customers. The complaint alleges that Engler, who indirectly owned and controlled Global, orchestrated the scheme, and Turney and Perez, who were registered representatives at Global, carried it out with the assistance of Desiderio, Global's President, CCO and supervisor.

https://www.sec.gov/litigation/litreleases/2020/lr24789.htm
The United States District Court for the  District of Massachusetts granted the SEC's Motion for Summary Judgment and entered a final judgment against Patrick Muraca and two biotechnology companies he controlled, NanoMolecularDX, LLC and MetaboRX, LLC. The Court permanently enjoined Muraca from violating the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, barred Muraca from acting as an officer or director of a public company, and ordered Muraca to pay $411,684 in disgorgement, plus $31,442 in prejudgment interest, and post-judgment interest. In a related criminal action in the United States District Court for the Southern District of New York, Muraca was was sentenced to 27 months in prison. As set forth in part in the SEC Release:

[M]uraca established two pharmaceutical development companies and raised nearly $1.2 million by representing that investor money would be used to develop products to detect cancer and other diseases. The SEC traced the flow of investor funds into Muraca's personal bank account and alleged that at least $400,000 had been used to pay rent for the restaurants and fund other purchases by Muraca, including payments to a casino, automotive shop, and cigar shop. The SEC's complaint alleged that investors were never informed of the alternative uses of their investments in NanoMolecularDX, LLC and MetaboRX, LLC.

https://www.sec.gov/litigation/litreleases/2020/lr24787.htm
In a Complaint filed in the United States District Court for the Southern District of Texas
https://www.sec.gov/litigation/complaints/2020/comp24787.pdf, the SEC charged Teshuater LLC, Larry Donnell Leonard, II, Shuwana Leonard, and Teshua Business Group, LLC with violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. Also, the Complaint charges the Leonards and Teshuater with violating the registration provisions of Sections 5 of the Securities Act. As alleged in part in the SEC Release:

[T]he Leonards and two companies they control, Teshuater, LLC and Teshua Business Group, LLC, targeted investors in the African-American community with three separate fraudulent offerings, raising nearly $500,000 from over 500 investors across the United States. According to the complaint, the Leonards first sold bogus stock certificates in Teshuater, a company that bottled and sold alkaline water. Larry Leonard then allegedly tried to raise $20 million by selling a valueless cryptocurrency called TeshuaCoin, which he falsely claimed was backed by Teshuater's water products. Finally, the complaint alleges that Larry Leonard raised funds for a non-existent bitcoin mining investment, promising exorbitant returns, and then used the funds to make speculative options trades.

SEC Charges Beverly Hills-Based Entertainment Technology Company in $45 Million Offering Fraud (SEC Release)
https://www.sec.gov/litigation/litreleases/2020/lr24786.htm
https://www.sec.gov/litigation/complaints/2020/comp24786.pdf, the SEC charged OwnZones Media Network, Inc., Daniel Goman, and Joseph Goman with violating the securities registration requirements of Sections 5(a) and 5(c) of the Securities Act and the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. Also, the Complaint charges Dan Goman as a control person under Section 20(a) for OwnZones' violations. As set forth in part in the SEC Release:

[F]rom 2011 through the present, OwnZones, a Beverly Hills entertainment technology company, its CEO and president Dan Goman of California, and its stock sales agent Joe Goman of Arizona, who is Dan Goman's brother, conducted an unregistered securities offering in which they raised $45 million from more than one thousand investors. According to the SEC's complaint, Dan Goman and other OwnZones representatives made false and misleading statements to investors about OwnZones' potential IPO and the status of investment discussions with major companies. The complaint further alleges that Joe Goman made misstatements to investors, including claims that Mark Cuban and MGM had purchased OwnZones stock for $5 per share, that Google had offered to buy OwnZones for $500 million, and that OwnZones was about to go public and its IPO price would be many multiples higher than what investors were paying.

FINRA Imposes Fine and Suspension for OBA Via LLC
In the Matter of Barry Robert Bode, Respondent (FINRA AWC 2019061490801)
https://www.finra.org/sites/default/files/fda_documents/2019061490801
%20Barry%20Robert%20Bode%20CRD%201203578%20AWC%20va.pdf

For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, Barry Robert Bode submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC alleges that Barry Robert Bode entered the industry in 1984, and by 2004, he was registered with FINRA member firm The O.N. Equity Sales Company. The AWC alleges that Bode "does not have any disciplinary history with the Securities and Exchange Commission, any state securities regulators, FINRA, or any other self-regulatory organization." In accordance with the terms of the AWC, FINRA found that Bode had violated FINRA Rules 3270 and 2010; and the self regulator imposed upon him a $5,000 fine and a two-month suspension from association with any FINRA member firm in any capacity. As set forth in part in the AWC, during the relevant period between September 2017 and July 2018, Bode was the:

[M]anaging Partner of a limited liability company (the "LLC") he formed during 2016 with two individuals who were not associated with a member firm. Respondent did not disclose to the Firm that he had formed the LLC. Beginning in September 2017, the LLC performed business consulting services that resulted in $7,000 in consulting fees. 

During June 2018, through the LLC, Respondent also contracted with an individual, LM, to market the mineral rights associated with a Colorado property that LM owned. According to the contract, LM was obligated to pay a fee to the extent that Respondent solicited a purchase offer of at least a certain amount. Respondent then solicited several offers to purchase LM's mineral rights from energy and mineral companies. 

Respondent did not disclose that he played any role in the LLC to the Firm before the LLC conducted business. On July 11, 2018, after he had been conducting business through the LLC for approximately 10 months and he had been soliciting offers for LM's mineral rights for approximately one month, Respondent submitted an outside business activity disclosure form to the Firm. Respondent stated on the form that he would buy and sell real estate, including water and mineral rights. However, Respondent did not 2 disclose the existence of the LLC or his role in it, that he had entered into a contract with LM through the LLC or that he had marketed LM's mineral rights. 

Subsequently, in July 2018, LM accepted one of the purchase offers Respondent solicited. During October 2018, LM paid Respondent $12,000, through the LLC, pursuant to the terms of the contract. 

In December 2018, the Firm located a copy of the LLC's contract with LM and marketing materials for the sale of mineral rights in Respondent's Firm email account. In response to subsequent inquiries from the Firm about these documents, Respondent submitted a written statement to the Firm stating, inaccurately, that LM had not paid any fee or compensation for his work. Respondent later acknowledged that LM had paid a fee of $12,000.  

http://www.brokeandbroker.com/index.php?a=topic&topic=oba

http://brokeandbroker.com/PDF/Rule3270OBAAnalysis.pdf

FINRA Imposes Fine and Suspension for Website Presenting Projects Seeking Funding
In the Matter of Alexander Jon James, Respondent (FINRA AWC 2019061490801)
https://www.finra.org/sites/default/files/fda_documents/2018058026701%20
%20Alexander%20Jon%20James%20CRD%205630825%20AWC%20sl.pdf

For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, Alexander Jon James submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC alleges that Alexander Jon James entered the industry in 2008, and by 2012, he was registered with FINRA member firm Voya Financial Advisors, Inc. The AWC alleges that James "has no prior disciplinary history with the Securities and Exchange Commission, any state securities agency, FINRA or any other self-regulatory organization." In accordance with the terms of the AWC, FINRA found that James had violated FINRA Rules 3270, 3040, and 2010; and the self regulator imposed upon him a $10,000 fine and a one-year suspension from association with any FINRA member firm in any capacity. As set forth in part in the AWC:

In January 2013, James and two other individuals, who were not associated with any member firms, formed and incorporated a company that charged users a monthly subscription fee for access to a website that subscribers could use to seek funding for various projects or ventures (the "Company"). During the relevant period, James helped run the day-to-day operations of the Company and assisted in business development and marketing. For his work, James was paid a total of $16,000. 

Throughout the relevant period, the Firm's written supervisory policies required registered representatives, in advance of engaging in any outside business activity, to provide a written request to and receive written approval from the Firm. James failed to provide written notice to Voya of the above-described business activity. Additionally, James falsely stated on the Firm's annual compliance questionnaires, dated 2013, 2014, 2015, and 2016, that he had reported all outside business activities to the Firm. 

. . .

In May 2014 and again in May 2015, James solicited two Firm customers to invest in the Company by purchasing shares of the Company. James introduced the Firm customers to the potential investments and helped facilitate the transactions by meeting with them to discuss the investments and providing them with the purchase agreements. The Firm customers' two investments totaled $667,000. 

Throughout the relevant period, the Firm's written supervisory procedures required registered representatives to request in writing and obtain written approval prior to participating in private securities transactions. However, James did not provide written notice to, or obtain written approval from, the Firm prior to participating in the private securities transactions. Additionally, on the Firm's 2014, 2015, and 2016 annual compliance questionnaires, James falsely stated that he had reported all private securities transactions to the Firm. 

http://www.brokeandbroker.com/index.php?a=topic&topic=oba

http://brokeandbroker.com/PDF/Rule3270OBAAnalysis.pdf

http://www.brokeandbroker.com/index.php?a=topic&topic=pst

http://brokeandbroker.com/PDF/Rule3280PSTAnalysis.pdf

SEC Awards Approximately $2 Million to Whistleblower (SEC Release)
https://www.sec.gov/news/press-release/2020-80
The SEC awared about $2 million to a whistleblower who provided information that would have been difficult for the agency to obtain absent the tip. As set forth in part in the SEC Order https://www.sec.gov/rules/other/2020/34-88547.pdf:

[(i)] Claimant provided significant new information during the course of an ongoing investigation that would have been;difficult for the staff to obtain in the absence of the Claimant's tip; (ii) Claimant expeditiously reported the information to the Commission despite certain obstacles to reporting and provided valuable assistance to the investigative staff; (iii) Claimant assisted with the Commission's investigation despite implied threats made to Claimant; (iv) Claimant suffered hardships as a result of Claimant's whistleblowing; and (v) the law-enforcement interests here are high.