Securities Lawyer Blog | Victim of Fraud?

TAG | broker-dealer sale of private placements

Mar/13

19

Rep Fined and Suspended by FINRA for Commingling Funds

Comments off · Posted by Securities Lawyer in FINRA

Soreide Law Group, PLLC, a Securities Arbitration Law Firm, (888) 760-6552, found the following information on FINRA’s website under “Disciplinary and Other FINRA Actions, March, 2013.”

Robert Keith Brooks aka Robert Keith Stuart (CRD #1571789, Registered Principal, Miami, Florida)
was fined $7,500 and suspended from association with any FINRA member in any capacity for two months. Without admitting or denying the findings, Brooks consented to the described sanctions and to the entry of findings that he commingled his personal funds with investors’ funds for an oil-and-gas offering he solicited through a private placement memorandum.

Brooks raised $87,633.50, which he deposited into a bank account designated as an operating account for the oil-and-gas project. Brooks used the account to pay expenses related to the oil-and-gas project. During the same time period, Brooks deposited $8,912.50 of his personal funds into the bank account where the investors’ funds were deposited, thus commingling the funds.

The suspension is in effect from February 4, 2013, through April 3, 2013.
(FINRA Case #2011030168001)

The following information is from FINRA’s BrokerCheck:

Brooks is currently employed by and registered with the following FINRA Firm(s):

FREEDOM INVESTORS CORP.
333 BISHOPS WAY, STE 122
BROOKFIELD, WI 53005
CRD# 23714
Registered with this firm since: 1/20/2012

This broker was previously registered with FINRA at the following brokerage firms:

EZ STOCKS, INC.
CRD# 103866
BROOKFIELD, WI
02/2011 – 06/2012

RICHFIELD ORION INTERNATIONAL, INC.
CRD# 24433
MIAMI, FL
07/2008 – 02/2009

SOURCE CAPITAL GROUP, INC.
CRD# 36719
MIAMI, FL
08/2007 – 05/2008

This ends the information from the FINRA website.

Call Soreide Law Group for a free consultation with an attorney on how to potentially recover your investment losses at 888-760-6552.

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Jan/13

8

New FINRA Rule 5123 Regarding the Sale of Private Placements Became Effective December 3, 2012

Comments off · Posted by Securities Lawyer in FINRA

In an effort to protect investors over the sale of private placements, the new Financial Industry Regulatory Authority (FINRA), Rule 5123, was effective on December 3, 2012. Under the new FINRA Rule 5123, FINRA member firms that sell an issuer’s securities in a private placement will be required, subject to certain exemptions (which include private offerings to most types of institutional investors), to:
•file with FINRA a copy of any offering documents used to sell the private placement, such as private placement memoranda, term sheets or other offering documents or
•indicate that no offering documents were used.

Member firms must make this filing within 15 days from the date the firm makes the first sale of securities in private placements. New FINRA Rule 5123 also requires that firms file any amended versions of offering documents originally filed.

The new FINRA Rule 5123 will be limited primarily to private placements involving individual accredited and non-accredited investors who are not exempt from the Rule’s filing requirements.

Each member firm that participates as a placement agent in the offering is responsible for filing under new FINRA Rule 5123, but one member firm may be designated to file on behalf of the other participating member firms as long as all participating member firms are listed in the FINRA filing. Each firm relying on a designated filer should receive confirmation of the filing from the designated filer to satisfy its own filing obligation. Also, exemptions are applied on a firm-by-firm basis. Firms must electronically file the requisite offering documents in searchable PDF format with FINRA through the Private Placement Filing System on the FINRA Firm Gateway.

Available Exemptions

The new FINRA Rule 5123 includes private placement offerings solely to one or more of the following purchasers:

•Institutional accounts
•Qualified purchasers
•Qualified institutional buyers
•Investment companies
•An entity composed exclusively of qualified institutional buyers
•Banks
•Employees and affiliates of the issuer
•Knowledgeable employees
•Eligible contract participants and
•Institutional accredited investors

Other private placements that are exempt from filing under new FINRA Rule 5123 include, offerings of exempt securities, Rule 144A and Regulation S offerings, and offerings of interests in commodity pools operated by a registered commodity pool operator. New FINRA Rule 5123 will, in practice, be limited primarily to private placements involving individual accredited and non-accredited investors, who are not exempt from the Rule’s filing requirements.

New FINRA Rule 5123 became effective on December 3, 2012, and applies only prospectively to private placements that begin selling efforts on or after that date.

Under Rule 5122, FINRA outlines standards on disclosure, use of proceeds and filing requirements for private placements of securities issued by member firms themselves, rather than sales of securities by other issuers. Also effective December 3, 2012, firms must submit filings regarding member firm private offerings, as required by FINRA Rule 5122, through the FINRA Firm Gateway.

Securities Lawyer, Lars K. Soreide, of Soreide Law Group, represents clients nationwide before FINRA. If you or a loved one have sustained investment losses due to your stock broker or financial advisor’s recommendations, call for a free consultation on how to potentially recover your losses. Visit our website at: http://www.securitieslawyer.com.

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Sep/12

6

Did You Invest in Club 50, Inc., Private Placements?

Comments off · Posted by Securities Lawyer in FINRA

Soreide Law Group is currently investigating the sale of shares in Club 50, Inc., through a private placement offering by various FINRA registered broker dealers. Club 50 Inc., is located at 360 South Center Street, Suite 500, Reno, Nevada 89501. If your broker/dealer sold you this private placement, offering it to you as a “safe” investment, not making you aware of their risks, we would like to speak to you. To purchase this investment you must have been an accredited investor having a net worth of over $1 million or an annual income of over $200,000. Even if you do qualify, these investments may also not have been suitable for your portfolio. Private placements can carry risk, and that risk should be made know to the investor before purchase.

Soreide Law Group, PLLC, represents clients nationwide. Call for a free consultation on how to potentially recover your private placement financial losses. To speak with an attorney call 888-760-6552, or visit our website at: http://www.securitieslawyer.com.

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Jun/12

20

California Rep Fined and Suspended by FINRA

Comments off · Posted by Securities Lawyer in FINRA

 

Tsarina Lau Branyan (CRD #5628096, Registered Representative, Huntington Beach, California)

has been fined $7500.00 and was suspended from associating with FINRA members in any capacity for 20 business days.

This fine is payable when Branyan re-enters the securities industry. These sanctions were based on FINRA’s findings that Branyan sold, or participated in the sales of, securities without being registered.

The findings stated that Branyan did not hold any FINRA licenses when she sold or participated in the sale of approximately $1 million of private placement securities to customers.

 The suspension was in effect from May 7, 2012, through June 4, 2012.

(FINRA Case #2010022715608)

Soreide Law Group, PLLC, has represented clients nationwide before FINRA the Financial Industry Regulatory Authority. For a free consultation with an attorney, call us at 888-760-6552, or visit our website at: ww.securitieslawyer.com.

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Apr/12

26

Aventura, FL, Rep Fined by FINRA

Comments off · Posted by Securities Lawyer in FINRA

The following information is from FINRA’s website under “Disciplinary Actions, April, 2012:”
 

Glenn Loren Halpryn (CRD #1633028, Registered Principal, Aventura, Florida) 

submitted a Letter of Acceptance, Waiver and Consent in which he was censured and fined $10,000.

 

Without admitting or denying the findings, Halpryn consented to the described sanctions and to the entry of findings that he caused funds raised from a private placement offering to be used for due diligence on an unrelated prospective business venture.

Although Halpryn later repaid the funds to the company, he caused them to be used in a manner inconsistent with the terms of the offering.

(FINRA Case #2010025076001 )

 

The information from FINRA’s website has ended.
 
Securities Lawyer, Lars K. Soreide, of Soreide Law Group, PLLC, has represented clients nationwide.
For a free consultation with an attorney, please call 888-760-6552, or visit our website at: www.securitieslawyer.com.

 

 

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Dec/11

19

Boca Raton Rep, Alan Goddard, Jr., Fined and Suspended by FINRA

Comments off · Posted by Securities Lawyer in FINRA

Alan David Goddard Jr. (CRD #3019681, Registered Representative, Boca Raton, Florida)
 
has submitted a Letter of Acceptance, Waiver and Consent in which he was fined $10,000 and suspended from association with any FINRA member in any capacity for 45 days. This fine must be paid either immediately upon Goddard’s reassociation with a FINRA member firm following his suspension, or prior to the filing of any application or request for relief from any statutory disqualification, whichever is earlier.
 
Without admitting or denying the findings, Goddard consented to the described sanctions and to the entry of findings that he was actively engaged in a member firm’s investment banking and securities business as a principal without proper registration.
 
These findings stated that Goddard signed selling agreements and consulting agreements with issuers on the firm’s behalf as an officer of the firm and worked closely with the firm’s outside counsel to establish the terms of selling agreements and private placement offerings that the firm conducted. Unbeknownst to Goddard, the firm’s CCO amended the firm’s Application for Broker-Dealer Registration (Form BD) to list Goddard as the firm’s CEO.
 
FINRA’s findings also stated that during Goddard’s entire association with the firm, he was only registered as a general securities representative; Goddard took the Series 24 examination but failed. Goddard erroneously believed that he could function in the capacities set forth above without a principal’s license.
 
This suspension was in effect from October 17, 2011, through November 30, 2011. (FINRA Case #2009016157802)
 
This information is from FINRA’s website’s Disciplinary Actions, December, 2011.
 
Securities Attorney, Lars Soreide, of Soreide Law Group, PLLC, has represented clients nationwide. If you or a family member have experienced losses through Alan David Goddard, Jr., call a Securities Arbitration Lawyer for a free consultation on how to potentially recover your losses. To speak with an attorney, call 888-760-6552, or visit www.securitieslawyer.com.

Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority.

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Nov/11

15

Newbridge Securities, Ft. Lauderdale, FL, Finded by FINRA

Comments off · Posted by Securities Lawyer in FINRA

Newbridge Securities Corporation (CRD #104065, Fort Lauderdale, Florida)
 
submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $20,000.
 
Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to provide material information to customers by negligently permitting its registered representatives to sell securities in private placement offerings to customers using private placement memoranda that omitted material facts. (FINRA Case #2010021106101)
 

This information appeared on FINRA’s website under ‘Disciplinary Actions.’

Securities Attorney, Lars Soreide, of Soreide Law, PLLC, has represented clients nationwide. If you or a family member have experienced a loss through Newbridge Securities Corporation of Ft. Lauderdale, FL, call a Securities Arbitration Lawyer for a free consultation on how to potentially recover your losses. To speak with an attorney, call 888-760-6552, or visit www.securitieslawyer.com.

Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority

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Sep/11

14

Capital Financial Services Inc to Pay $200K to Settle FINRA Allegations it Sold Unsuitable Private Placements

Comments off · Posted by Securities Lawyer in FINRA

Bruce Kelly writes in a Sept. 13th, 2011, article in InvestmentNews.com that a broker-dealer who sold millions of dollars of failed private placements reached a $200,000 settlement with the Financial Industry Regulatory Authority Inc. last month, with the money going to the investors.

In a Finra letter of acceptance, waiver and consent, Capital Financial Services Inc. of Minot, N.D., “failed to have reasonable grounds to believe that private placements offered by Medical Capital Holdings Inc. and Provident Royalties LLC, pursuant to Regulation D, were suitable for any customer.”

Capital Financial Services Inc., also “failed to conduct adequate due diligence” on the two series of offerings and to put in place a supervisory system to achieve compliance when selling the private placements, according to the Finra letter. The firm has 332 affiliated registered representatives. John Carlson is the firm’s president.

The InvestmentNews.com article goes on to say that Capital Financial has recently drawn attention for its due-diligence policies. In April, the Securities and Exchange Commission alleged that Capital Financial’s due diligence on Provident Royalties private placements fell short, and the firm “never conducted independent verification of any of the offering materials provided by Provident.” The status of that case is still pending, according to the firm’s profile on Finra’s BrokerCheck system.

Those potential problems, according to Finra, included a custodian’s refusing to hold the MedCap notes, a clearing firm’s valuing the notes at zero on client account statements; the firm’s receiving two third-party due-diligence reports that highlighted Medical Capital’s recent failure to pay interest and a communication from a another third-party due-diligence analyst who indicated that MedCap executives weren’t allowing the analyst access to all its records.

Kelly writes that according to the SEC, the firm’s brokers sold $63 million of Provident Royalties preferred stock from 2006 to 2009. The Finra action focuses on 36 Capital Financial brokers who sold $11.8 million of MedCap notes in 2008 and 2009, allegedly after several “red flags” were raised about those notes.

Also stated was another alleged shortcoming of Capital Financial, was its failure to look at the financial records of Medical Capital and Provident Royalties. The firm “never obtained financial information about MedCap and its offerings from independent sources, such as audited financial statements,” according to the Finra letter, which uses similar language regarding sales of Provident Royalties.

By Sept. 1, the firm was to pay $80,000 to the court-appointed receiver for Medical Capital and $120,000 to the court-appointed receiver for Provident Royalties.

The firm consented to the Finra action without admitting to or denying its findings.

Securities Attorney, Lars Soreide, of Soreide Law Group, PLLC, has represented clients nationwide. If you feel you have become a victim of Capital Financial Services, Inc., call a Securities Arbitration Lawyer for a free consultation on how to potentially recover your losses.  To speak with an attorney, call 888-760-6552, or visit www.securitieslawyer.com

Soreide Law Group, PLLC., representing investors nationwide before FINRA  the Financial Industry Regulatory Authority.

 

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