Category: SEC actions

Friday morning the SEC suspended trading in Preston Corporation (PSNP) which had just been promoted by OTCMagic.com the prior evening. The reason given by the SEC:

The Commission temporarily suspended trading in the securities of PSNP because of questions regarding the adequacy and accuracy of available information about Preston Corp. in light of a false statement about the permitting status of a mine in the company’s August 10, 2016 press release and questions regarding the adequacy and accuracy of clarifications Preston Corp. provided in a September 1, 2016, press release about the mining project.

SEC trading suspension (PDF)
SEC trading suspension order (PDF)

PSNP should resume trading at the open on September 19th.

There is also an online landing page promoting PSNP at http://theprofitletter.com/psnp/index.html (PDF copy for posterity).

Disclaimer from landing page (emphasis mine):

LEGAL DISCLAIMER: Past performance does not guarantee future results. The information contained herein might contain “forward-looking” statements and/or information regarding expected growth of a public company. In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the publisher notes that all information other than historical information, including statements contained herein that look forward in time, involve risks and uncertainties relating to the company’s actual results of operations. “Forward-looking” statements are based upon expectations, estimates and/or projections at the time the statements are made and involve risks that could cause actual events to differ materially from their anticipated unfolding. “Forward-looking” statements may be identified through the use of words such as expects, will, anticipates, estimates, believes, or by statements indicating certain events may, could, should, or might occur. Any statements that express or involve expectations, beliefs, predictions, plans, projections, objectives, goals or future events or performance may be “forward-looking” statements. Factors that could cause actual results to differ include, but are not limited to, the company’s ability to fund its capital requirements in the near term and the long term, the size and growth of the market for the company’s products and services, regulatory approvals, pricing pressures and other risks detailed in the company’s reports filed with the Securities and Exchange Commission. Securities investment is inherently speculative, carries a degree of risk, and may result in the loss of invested capital. The publisher has relied upon historical information and third-party sources in the evaluation of the company Preston Corporation (hereinafter “Preston”). This paid advertisement does not purport to provide a comprehensive analysis of any company’s financial position, operations, or prospects and this is not to be construed as a recommendation, offer or solicitation to buy or sell any security. All information herein is provided for entertainment purposes only and should not be relied upon when making an investment decision. The dissemination of this information might increase public awareness for Preston and thereby be considered a conflict of interest for the paying party or paying parties for this advertisement. Although the information contained within this advertisement is believed to be reliable as of the time of publication, there are no warranties as to the accuracy of any of the content herein and no advice is given as to how readers should or may choose to utilize its content. The information contained herein is based exclusively on information generally available to the public. Readers should perform their own due diligence before investing in any security, including consultation with a qualified and registered investment advisor or analyst within their residential jurisdiction. Furthermore, readers should independently verify all statements made in this advertisement and perform extensive due diligence on this or any other advertised company. The authors and/or endorsers and/or publishers of this advertisement might have received compensation for this and/or related marketing materials relating to Preston. More information can be retrieved from Preston’s corporate website. Furthermore, Preston’s financial information, filings and disclosures can be found at the Securities and Exchange Commission website at www.sec.gov, or appropriate regulatory agency in foreign countries. No one featured in this advertisement represents himself or herself to be a registered investment broker, advisor, or dealer of financial securities. This is not an offering of securities for sale. An offer to buy or sell securities can be made only with accompanying disclosure documents and only within the states and provinces wherein such an offer is acceptable for sale. This advertisement is not intended for readers in any jurisdiction where such advertising is not permissible by local regulations, and readers in those jurisdictions should therefore disregard it. Research and any due diligence was conducted by an outside researcher during the creation of this advertisement. Readers should consult with a qualified and registered investment advisor prior to investing in any securities, and they should thoroughly review the financial statements and other corporate filings about any companies in which they have an interest in investing. Many states have established rules requiring the approval of a security for sale by a state security administrator. Check with www.nasaa.org or call your state security administrator to determine whether a particular security is licensed for sale within your jurisdiction. This stock profile should be viewed as a paid advertisement. The publisher, The Profit Letter, understands that in an effort to enhance public awareness of PSNP and its securities through the distribution of this advertisement. Craigburn Corp. paid all of the costs associated with creating, printing and distribution of this advertisement. Craigburn Corp. is managing a production budget of up to three hundred thousand dollars. The publisher was paid the sum of two thousand five hundred dollars for his contributions. If successful, this advertisement will increase investor and market awareness, which may result in increased numbers of shareholders owning and trading the common stock of PSNP, increased trading volumes, and possibly increased share price of the common stock of PSNP. The publisher has not undertaken to determine if Craigburn Corp. is, or intends to be in the future, directly or indirectly, a shareholder of PSNP. The publisher may receive revenue, the amount of which cannot be determined to any degree of certainty, as a result of this advertising effort and the accompanying subscription offer. This publication is not, and should not be construed to be, an offer to sell or a solicitation of an offer to buy any security. This publication, its publisher, and its editor do not purport to provide a complete analysis of any company’s financial position. The publisher and editor are not, and do not purport to be, broker-dealers or registered investment advisors. Any investment should be made only after consulting a professional investment advisor and only after reviewing the financial statements and other pertinent corporate information about the company. Further, readers are advised to read and carefully consider the Risk Factors identified and discussed in the advertised company’s SEC filings. Investing in securities, particularly micro cap securities such as PSNP, is speculative and carries a high degree of risk. Past performance does not guarantee future results. This publication is based exclusively on information generally available to the public and does not contain any material, non-public information. The information on which it is based is believed to be reliable. Nevertheless, the publisher cannot guarantee the accuracy or completeness of the information. This publication contains forward-looking statements, including statements regarding expected continual growth of the featured company and/or industry. The publisher notes that statements contained herein that look forward in time, which include everything other than historical information, involve risks and uncertainties that may affect the company’s actual results of operations. Factors that could cause actual results to differ include the size and growth of the market for the company’s products and services, the ultimate degree of success in the company’s business strategy rollout, the company’s ability to fund its capital requirements in the near term and long term, pricing pressures, etc.

Disclaimer. I have no position in any stock mentioned above. I have no relationship with any parties mentioned above. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

I never got around to blogging about this but did follow the case closely and had uploaded the plea agreement and indictment in this case. A good summary of the case is here. So here are the links:

Samuel DelPresto guilty plea agreement (PDF)

From the plea agreement:

If DELPRESTO enters a guilty plea and is sentenced on this charge, and otherwise fully complies with all of the terms of this agreement, this Office will not initiate any further criminal charges against DELPRESTO for his involvement in stock market manipulation schemes between in or about 2007 to in or about 2013 involving the publicly traded stock of the following companies, among others: Kentucky USA Energy, Inc., (“KYUS”); Mesa Energy Holdings, Inc. (“MSEH”); Bioneutral Group, Inc., (“BONU”); Clear-Lite Holdings, Inc., (“CLRH”); NXT Nutritionals Holdings, Inc., (“NXTH”); Empire Post Media, Inc. (“EMPM”); Mustang Alliances, Inc. (“MSTG”); IDO Security, Inc. (“IDOl”); Brainy Brands Co., Inc. (“TBBC”); Premier Brands Inc. (“BRND”); and LTS Nutraceuticals, Inc. (“LTSN”).

That is a very impressive list of pump and dumps.

Charges against Samuel DelPresto (PDF) — For some reason this is not called an indictment but it reads like one. It has a good explanation of how the pumps and dumps worked.

The SEC also filed a civil lawsuit against DelPresto.

Interestingly in light of the recent plea deal by the former head trader at BMA Securities (market maker BMAS on the OTC), the accounts listed for forfeiture include one account at BMA Securities. I have no evidence indicating anyone at BMA Securities was involved with DelPresto.

Disclaimer. I have no position in any stock mentioned above. I have no relationship with any parties mentioned above. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.

Today the SEC suspended trading in NuTech Energy Resources (NERG):

because of questions that have been raised about the accuracy and adequacy of information in the marketplace about the company’s operations and the company’s recent public announcements concerning an unsolicited tender offer.

SEC trading suspension (PDF)
SEC trading suspension order (PDF)

When I first saw the tender offer I immediately concluded that it was almost certainly fraudulent:

Why was this? Well, a quick look at OTCMarkets.com showed that the company had a total of 42,761,863,781 shares outstanding (42.7 billion shares). The buyout offer was for a price of $0.025 per share, which would value NERG at $1.07 billion. That is an absurd price to pay for a company with total assets of $5.7 million.

These kinds of fake buyout offers on sketchy OTC companies seem to happen one or two times per year. I can’t recall the last time I saw a sketchy OTC buyout offer that actually occurred so my default assumption on these is that they are fraudulent. In the world of OTC stocks, that is a very good assumption. There are occasionally real buyouts of OTC companies but those companies are invariably ones with real businesses with assets in proportion to the buyout price.

Disclaimer No position in any stock stock mentioned above. I have no relationship with any parties mentioned above. This blog has a terms of use that is incorporated by reference into this post; you can find all my disclaimers and disclosures there as well.