More SEC & FINRA actions for failing to file SARs: Chardan Capital, ICBC Financial Services, and Schwab

The SEC and FINRA continue to pursue actions against brokers and clearing firms for failures in anti-money laundering (AML) controls and defects in filed suspicious activity reports (SARs) and failures to file SARs. In April I reported that the SEC had fined Aegis Capital for failures to file SARs related to the company’s penny stock business. Since then there have been a few SAR enforcement actions worth noting.

Chardan Capital LLC & Industrial and Commercial Bank of China Financial Services LLC (ICBCFS)

On May 16, 2018 the SEC announced settlements with Chardan Capital LLC and ICBCFS. The same day, FINRA announced a $5.3 million settlement with ICBCFS. At least in part, these settlements relate to failure to file SARs for penny stock transactions. I look in more detail at each settlement below.

FINRA fine of ICBCFS

The FINRA letter of acceptance, waiver, and consent with ICBCFS (pdf) gives detailed descriptions of the failings of ICBCFS’ systems and controls. There are many problems mentioned in the FINRA lettter, including “inadequate AML testing,” “customer reserve hindsight deficiencies,” “inaccurate books and records,” “inaccurate segregation calculations and possession or control violations,” “innacurate FOCUS reports,” “failure to seek SEC approval to use a satisfactory foreign control location,” “registration violation,” and “inadequate supervisory system and written procedures.” However, the charge that most interests me is “ICBCFS’s AML program was not reasonably designed to detect and cause the reporting of potentially suspicious activity.”

This failure was related to their business with penny stocks: “As described below, during the Relevant Period, the Firms AML program was not reasonably designed to detect and report potentially suspicious activity,
including customer trading in penny stocks.”

From the FINRA AWC letter:

In late 2012, ICBCFS added the clearing and settling of equity transactions as a new business line. The Firm began to clear for numerous direct customer accounts and dozens of correspondent clients (the introducing brokerdealersthat introduced over 21,000 fully disclosed DVP/RVP1 and held in custody accounts at ICBCFS. Within a few months of launching the equity clearing business, ICBCFS began clearing and settling the purchase and sale of millions of dollars’ worth of penny stocks.

Despite adding the equity clearing as a new business line, ICBCFS failed to design an AML program that was reasonably tailored to identify potentially suspicious activity, particularly in penny stock transactions. From January 2013 through at least June 2014, the Firm had no surveillance or exception reports identifying potentially suspicious activity involving penny stock liquidations or red flags of potentially manipulative trading, such as (1) purchases and close in time liquidations of large blocks of thinly traded penny stocks, (2) substantial fluctuations in price of thinly traded penny stock shares, and (3) customers who dominated the trading volume in penny stocks. ICBCFS also did not require its employees to document their review of monitoring / surveillance reports that the Firm had in place during the Relevant Period. Nor did the Firm require its employees to document their decisions regarding the filing of SARs.

The Firm failed to track whether customer accounts were related, or determine whether or not account holders were acting in concert to liquidate penny stocksThe Firm also lacked systems and procedures to monitor whether certain activities – including the opening of multiple accounts, wire transfers out of an account, or funds transfers among accounts, each of which would be relevant to evaluating potentially suspicious activity– were unusual for any given customer, despite the Firms written AML procedures specifically identifying such items as red flags requiring monitoring.

The Firm’s AML program also was unreasonable in that it assigned a significant number of the Firms suspicious activity monitoring functions to a nonexistent employee title. The Firms written AML procedures delegated the responsibility for investigating indicia of potentially suspicious activity such as the opening of multiple accounts by a single customer, wire transfers from an introduced customer with no apparent business purpose, and transactions inconsistent with a customers normal pattern of business to an unnamed employee identified by the title Operations Manager.However, during the Relevant Period the title Operations Managerdid not exist at the Firm and no Firm employees effectively carried out the investigation of suspicious activity assigned to the Operations Manager.

The scale of ICBCFS’ penny stock business is impressive (emphasis mine):

During the Relevant Period, Firm customers liquidated more than 33 billion shares of penny stocks and generated approximately $210 million in proceedsApproximately 15 billion penny stock shares were sold by Firm customer accounts that did not purchase a single penny stock during the Relevant PeriodIn total, approximately 106 accounts during the Relevant Period sold penny stocks without making any purchases. Liquidations of penny stocks by Firm introduced customers frequently dominated the overall trading volume, resulting in hundreds of instances where such liquidations represented more than 75% of a penny stocks trading volume in a single day.

The AWC letter gives several examples of suspicious trading, but the anonymous firm “XYZ Financial LLC” takes the cake:

In 2013 and 2014, the Firm opened two accounts for introduced customer XYZ Financial LLC (XYZ Financial), notwithstanding that the entitys beneficial owner had been barred from the securities industry in 2012 following a FINRA disciplinary action. XYZ Financial liquidated penny stocks associated with approximately 107 different issuers and generated more than $18 million in proceeds. In approximately 675 instances, XYZ Financials liquidations represented more than 50% of the total daily market volume for a given penny stock.

Over 143 trading days from June 2013 through June 2014, XYZ Financial liquidated more than 3.2 million shares of a thinly traded penny stock without purchasing a single share. On approximately 103 trading days, XYZ Financials liquidations exceeded 50% of the total market volumeXYZ Financial generated more than $475,000 from the liquidationsDuring this period, the price of the stock dropped by roughly 77% from a high of approximately $0.35 per share to $0.08 per share.

From late October 2013 through March 2014, XYZ Financial liquidated approximately 89 million shares of a different thinly traded penny stock without purchasing a single share. On several trading days, XYZ Financial’s liquidations represented or exceeded 30% of the daily trading volume. During the time period of XYZ Financials liquidations, the price of the penny stock dropped by more than 50%. XYZ Financial generated approximately $65,000 in proceeds from the liquidations.

SEC Settlement with ICBCFS

The SEC’s cease and desist order / settlement (pdf) with ICBCFS also relates to SARs on penny stock transactions and only mentions transactions with clients of Chardan:

4. Specifically, during the relevant period, seven of Chardan’s customers sold over 12.5 billion shares of penny stocks. These sales were often in large volumes, constituting a material percentage of the daily sales volume in the security. Each of the seven customers engaged in at least one transaction where the customer’s sales of a particular penny stock accounted for over 50 percent of the sales volume in that penny stock during a single trading day, and four of the seven customers engaged in at least one such transaction where the customer’s sales exceeded 70 percent of the sales volume in a penny stock during a single trading day. Moreover, while not identified by ICBCFS at the time, the liquidations by the seven customers at Chardan frequently occurred where the issuers had ongoing promotional campaigns or had large accumulated deficits.

5. On January 27, 2014, ICBCFS requested that Chardan have a customer stop trading “all these sub penny stocks today.” Despite this prohibition, that customer sold multiple sub-penny stocks after this date. ICBCFS failed to file a SAR related to these transactions and did not produce a written analysis or other records supporting the reasonableness of why a SAR did not need to be filed.

6. On March 18, 2014, ICBCFS asked Chardan for a description of another customer’s sales transactions, indicating that unless it received sufficient information about that customer’s background, it would close the account. ICBCFS closed that account a few days later, but failed to file a SAR related to the customer and did not produce a written analysis or other records supporting the reasonableness of why a SAR did not need to be filed.

7. On June 23, 2014, ICBCFS asked Chardan for more information on two specific transactions by customers trading low-priced securities. ICBCFS failed to file a SAR related to these transactions and did not produce a written analysis or other records supporting the reasonableness of why a SAR did not need to be filed.

8. On June 25, 2014, ICBCFS asked Chardan about ten specific transactions in lowpriced securities. ICBCFS failed to file a SAR related to these transactions and did not produce a written analysis or other records supporting the reasonableness of why a SAR did not need to be filed.

9. On June 26, 2014, ICBCFS asked Chardan about eight specific transactions in low-priced securities. ICBCFS failed to file a SAR related to these transactions and did not produce a written analysis or other records supporting the reasonableness of why a SAR did not need to be filed.

10. On June 27, 2014, a Vice President at ICBCFS told Chardan’s President that ICBCFS had closed certain customer accounts at a broker-dealer specializing in low-priced security trades, and those customer accounts were migrating to Chardan. Three of the accounts listed in the email had opened and begun trading in February 2014, and the fourth had opened and begun trading in October 2013. ICBCFS did not conduct a review of these customers’ trading activities despite flagging these issues. ICBCFS failed to file any SARs related to these transactions or customers and did not produce a written analysis or other records supporting the reasonableness of why SARs did not need to be filed.

11. By late June 2014, ICBCFS effectively ceased clearing transactions in penny stock securities by certain of Chardan’s customers.

ICBCFS was ordered to pay $860,000 to the SEC.

Chardan Capital Markets LLC Settlement with SEC

Chardan Capital Markets’ settlement with the SEC (pdf) relates to the SEC settlement with ICBCFS because it was Chardan’s clients’ trading cleared through ICBCFS that was responsible for a significant portion of the penny stock volume traded through ICBCFS. The FINRA action noted that ICBCFS “firm customers liquidated more than 33 billion shares of penny stocks and generated approximately $210 million in proceeds”. The SEC settlement with Chardan mentions that “seven of Chardan’s customers from the period October 1, 2013 to June 30, 2014 sold over 12.5 billion shares of penny stocks”. So by share volume Chardan clients were responsible for just over a third of penny stock trades at ICBCFS.

From the settlement:

1. Beginning in late 2013, Chardan on-boarded seven new customers who routinely deposited and then promptly sold billions of shares of thinly-traded penny stocks. These customers typically obtained their holdings by converting debentures into shares of microcap issuers. The shares were generally deposited with a custodian and then sold through the customers’ “delivery versus payment/received versus payment” accounts (“DVP/RVP accounts”) at Chardan. The customers engaged in sales that regularly accounted for a substantial percentage of the daily volume in these thinly-traded penny stocks until the customer’s entire position was sold. The sales frequently occurred after or as promotions in the securities were occurring. Those transactions, in light of other information known to Chardan at the time, raised or should have raised red flags for the firm. Given the suspicious nature of its customers’ transactions, related red flags, and the requirements of its written policies, Chardan should have filed SARs on numerous occasions and did not produce a written analysis or other records supporting the reasonableness of why SARs did not need to be filed.

7. Beginning in late 2013 through the first half of 2014, Chardan facilitated the sale of billions of shares of low-priced, thinly-traded penny stocks for seven customers, all of which cleared through a single clearing firm, ICBC. This trading in penny stocks led to a large uptick in Chardan’s commissions from equity trading: in December 2013, Chardan generated just over $235,000 in such commissions, while in January 2013, it generated over $797,000.

8. Specifically, seven of Chardan’s customers from the period October 1, 2013 to June 30, 2014 sold over 12.5 billion shares of penny stocks. These sales were often in large volumes, constituting a material percentage of the daily sales volume in the security. Each of the seven customers engaged in at least one transaction where the customer’s sales of a particular penny stock accounted for over 50 percent of the sales volume in that penny stock during a single trading day, and four of the seven customers engaged in at least one such transaction where the customer’s sales exceeded 70 percent of the sales volume in a penny stock during a single trading day.

9. Despite the explicit requirements of Chardan’s Policies, Chardan failed to adequately investigate suspicious activity as these customers engaged in these sales.

10. These liquidations were coupled with other indicia that should have further heightened suspicion and raised concerns for Chardan. For example, its customers were trading in penny stocks where the issuers had ongoing promotional campaigns or had large accumulated deficits. In other instances, Chardan became aware of additional suspicious transactions or other red flags related to its customers or their accounts subsequent to their suspicious trading. For example:

  • After the trades were executed, Chardan received numerous regulatory inquiries concerning certain securities that certain of these seven customers’ effected trading in.
  • Chardan discovered past criminal and regulatory issues with an entity with which certain of these seven customers were associated.
  • Chardan knew, or should have known, that the Commission suspended trading in three securities after the securities had been recently liquidated by certain of these seven customers.

11. Chardan failed to properly investigate its customers’ already suspicious high volume trading in light of these red flags and never filed a SAR with respect to any of these transactions. This contravened Chardan’s Policies, which required that Chardan investigate suspicious transactions and file a SAR as necessary.

Here are some illustrative transactions from the settlement:

Customer A
19. In December 2013 and March 2014, Customer A opened two accounts at Chardan controlled by the same individuals. Customer A traded substantial volumes of the daily market in fourteen microcap issuers in these two accounts from December 2013 through May 2014. Of the 165 dates it sold securities, Customer A accounted for over 20 percent of the sales volume on 129 of those dates and over 50 percent of the sales volume on 59 of those dates. In addition to this high-volume trading, which was a red flag of potential money laundering under its policies, Chardan was or should have been aware of a number of additional red flags that should have further raised suspicions concerning Customer A’s trading, including:

  • Chardan knew or should have known that eight of the issuers were the subject of promotional campaigns just before or during Customer A’s trading.
  • The SEC suspended trading in one of the issuers approximately six weeks after Customer A’s large volume of sales in that security.
  • After the trades were executed, Chardan received regulatory inquiries regarding Customer A’s trading in three securities.

In addition, Chardan never questioned the business purpose of the same individuals havingaccounts in two names, despite its policies identifying a single customer having multiple accounts under multiple names as a red flag requiring further investigation.

20. Chardan was also aware that the individuals involved with Customer A were previously associated with an entity that had been charged by the Commission on August 22, 2012, with securities fraud. In that matter, the Commission charged the entity with conducting an unlawful penny stock scheme in which the entity bought billions of stock shares from small companies and illegally resold those shares in the public market. The purported exemption used in the Commission’s action was the same one that Customer A used to conduct certain of its trading at Chardan. The registered representative at Chardan on Customer A’s account contacted management of Customer A who informed him that the individual charged in the Commission’s action, while not a principal or control person of Customer A, was a consultant to Customer A.
Despite knowing this additional fact, Chardan conducted no further investigation into Customer A’s trading and took no alternative actions, such as heightened scrutiny of Customer A’s transactions, as required under the Chardan’s Policies. Further scrutiny of Customer A’s transactions would have shown that it was engaged in the same type of transactions as the Commission had alleged to be fraudulent.

21. Despite the substantial daily volume of trading by Customer A in these securities and the other red flags associated with the transactions set forth above, Chardan never filed a SAR to report Customer A’s transactions and did not produce a written analysis or other records supporting the reasonableness of why SARS did not need to be filed.

Although I cannot be 100% certain, I believe the “entity that had been charged by the Commission on August 22, 2012, with securities fraud,” was E-Lionheart Associates LLC. The litigation release for that case is dated August 23rd, 2012 and the same phrase is used in that litigation release, “bought billions of stock shares from small companies and illegally resold those shares in the public market.” The docket of the SEC suit against E-Lionheart Associates can be found free at CourtListener.com.  In summer 2017 the SEC won a summary judgment (pdf) in that case. To be clear, “the individual charged in the Commission’s action, while not a principal or control person of Customer A, was a consultant to Customer A.”

Chardan was ordered to pay a penalty of $1,000,000 to the SEC.

Chardan’s AML officer, Jerard Basmagy, also settled (pdf) with the SEC. He was fined $15,000 and barred from associating with any broker or investment adviser for three years and barred from participating in the offering of any penny stock for three years.

From Basmagy’s settlement:

Despite having policies which set forth red flags of suspicious activities and the requirement to review those red flags, Chardan did not conduct the requisite review of significant penny stock liquidations that occurred through seven customer accounts during the relevant period. Chardan’s clearing firm, Industrial and Commercial Bank of China Financial Services LLC (“ICBC”), raised multiple concerns to Chardan about certain of Chardan’s customers and their trading in low-priced securities. In June 2014, ICBC ceased clearing penny stock trades, and Chardan withdrew from the penny stock business. Chardan also knew, suspected, or had reason to suspect that certain of the seven customers were engaged in fraudulent activity based on other red flags listed in their policies. These included the background and identity of the customers, trading suspensions in certain issuers that were the subject of prior trading by the customers, and numerous regulatory inquiries received by Chardan after May 2014 regarding certain of the customer’s trading. Despite the suspiciousness of its customers’ transactions, the related red flags, and the requirements of its written policies to review those red flags, Chardan never investigated these red flags or filed a SAR during the relevant period related to its customers’ suspicious penny stock transactions.

By failing to file SARs as required, Basmagy, as Chardan’s then CCO and AML Officer, willfully aided and abetted and caused  Chardan’s violations of Section 17(a) of the Exchange Act and Rule 17a-8 thereunder.

17. In certain instances, when FINRA staff and the Commission’s staff separately requested any files in the possession, custody, or control of Chardan related to certain transactions in low-priced securities as part of their respective regulatory inquiries and the Commission’s investigation in this case, Basmagy requested that registered representatives contact customers and obtain those documents. Neither he nor any other Chardan employee had previously done so despite the requirements of Chardan’s Policies described in paragraph 12, above. Basmagy then provided the documents to regulatory staff without noting that Chardan obtained those documents only after receiving the request. As a result, the regulatory staff believed that the documents were in Chardan’s files at the time of the transactions when, in fact, Chardan received the documents after the receipt of the regulatory inquiry.

 

Unrelated SEC settlement with Schwab

On July 9, 2018 the SEC announced a settlement with Charles Schwab for failing to file SARs. See the complaint (pdf). The SARs that Schwab should have filed were not for penny stock transactions but instead for “cherry-picking” and excessive fees charged by advisers. From the complaint:

3. In 2012 and 2013, Schwab violated Exchange Act Section 17(a) and Rule 17a-8 by failing to file Suspicious Activity Reports (“SARs”) on suspicious transactions by independent investment advisers (“Advisers”) that Schwab terminated from its custodial platform. Schwab terminated the Advisers for engaging in activity Schwab determined violated its internal policies and presented risk to Schwab or its customers.

4. Schwab’s failure to file the SARs at issue resulted from its inconsistent implementation of policies and procedures for identifying and reporting suspicious transactions under the SAR Rule (31 C.F.R. § 1023.320(a)). Although Schwab investigated and terminated the Advisers, it did not have clear or consistent policies and procedures regarding the types of transactions on which SARs needed to be filed. For example, Schwab did not file SARs in certain instances where it investigated and terminated Advisers for conduct that led, or reasonably should have led, Schwab to suspect that the Advisers had charged certain customers excessive advisory fees, had allowed their state registrations to lapse, or were engaged in schemes involving “cherry-picking” (a fraudulent trade allocation scheme where the Adviser allocates profitable trades to the Adviser’s personal account and unprofitable trades to client accounts). In addition, in a number of instances where Schwab investigated and
terminated Advisers for conduct that led, or reasonably should have led, it to suspect that the Advisers misappropriated or misused client funds, Schwab applied an unreasonably high standard for determining whether to file a SAR on the suspicious transactions.

From the settlement release:

Schwab has agreed to settle the action by consenting, without admitting or denying the allegations of the complaint, to the entry of a permanent injunction and the payment of a $2.8 million civil penalty.

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.

Brian Sodi aka ‘Mailman’, allegedly responsible for dozens of pump and dump flyers, faces criminal and civil charges

On March 9, 2108 Brian Robert Sodi aka ‘Mailman’ was arrested and criminal and civil charges were announced against him. See the SEC press release and the Department of Justice press release. I have been behind in my blogging and did not realize just how important Brian Sodi allegedly was to the pump and dump industry until I finally got around to reading the criminal indictment and the SEC complaint.

How did Sodi acquire the nickname “mailman”? According to the SEC complaint he ran a large number of stock promotions (both online and physical mail) for 17 years.

91. From 1998 through at least 2015, Sodi’s Penny Stock Promotion Platform was a significant disseminator of penny stock promotional materials, handling, at its peak, as many as two dozen or more such campaigns annually

First, the allegations from the above-mentioned press releases. I start with excerpts from the DoJ press release:

A ten-count indictment filed in U.S. District Court charges BRIAN ROBERT “Mailman” SODI, 46, of Boca Raton, with conspiracy to commit securities fraud and mail fraud, and related charges.

According to the indictment, Sodi used his Florida-based publishing houses to distribute deceptive promotional mailers recommending the purchase of select penny stocks, while hiding from potential investors that he secretly was selling the stocks he was urging them to buy. The indictment also charges that Sodi obscured his involvement in the scheme by using offshore accounts and intermediaries to launder the proceeds of his fraud back to himself and his publishing houses.

According to the indictment, Sodi conducted his scheme as follows:

He would acquire shares of a publicly-traded stock, positioning himself to benefit from selling the shares at inflated prices. Sodi would try to induce the public to purchase the stock by developing and disseminating promotional and marketing mailers that exaggerated the stock’s prospects for growth and urged readers to purchase it. The mailers would falsely and deceptively conceal and fail to disclose that Sodi intended to sell the stock he was urging others to buy. After the stock price rose, Sodi would sell the stock for a profit.

Sodi hid his ownership interest in the promoted stock by trading through Arliss, a Swiss account, instead of through a brokerage account held in his own name. He brought the proceeds of his fraud back to himself and his publishing houses through offshore accounts held by firms in Switzerland, the Cayman Islands, and elsewhere.

Now excerpts from the SEC press release:

The SEC’s complaint alleges that Brian Robert Sodi, known in penny stock circles as “Mailman” for his pervasive participation in direct-mailed penny stock promotions, committed a fraud known as scalping.  He allegedly disseminated promotions recommending the purchase of the stocks in Southern USA Resources Inc. and Goff Corporation without disclosing he owned shares and planned to sell them through a foreign bank.  Sodi also allegedly hid from investors that he was being paid in stock for one of these promotions.  According to the SEC’s complaint, Sodi proceeded to unload hundreds of thousands of his own shares to the detriment of other investors who bought in to the hype.

The SEC’s complaint filed February 26 charges Sodi and two of his publishing houses, Capital Financial Media LLC and List Data Solutions LLC, with violating Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 and Sections 17(a) and (b) of the Securities Act of 1933.  The complaint also charges Sodi with violating Section 13(d) of the Exchange Act and Rule 13d-1 as well as Sections 5(a) and (c) of the Securities Act.  Among other things, the complaint seeks an accounting of all of Sodi’s and his entities’ sales of all U.S. penny stocks that Sodi’s platform promoted within the last five years.

 

Perhaps most interestingly, the list of domestic and foreign regulatory agencies that assisted in the investigation is long:

The SEC appreciates the assistance of the U.S. Attorney’s Offices for the Northern District of Alabama, District of New Jersey, Eastern District of New York, and Eastern District of Virginia as well as the Criminal Fraud Section of the U.S. Department of Justice, Federal Bureau of Investigation, U.S. Postal Inspection Service, U.S. Department of Homeland Security, Alabama State Securities Commission, Financial Industry Regulatory Authority, Alberta Securities Commission, British Columbia Securities Commission, Cayman Islands Monetary Authority, the Cyprus Securities and Exchange Commission, Dubai Financial Services Authority, Guernsey Financial Services Commission, Hong Kong Securities and Futures Commission, Liechtenstein Financial Market Authority, the Malta Financial Services Authority, the Mauritius Financial Services Commission, Investigation Section of the Financial Services Regulation Division of the Government of Newfoundland and Labrador, Ontario Securities Commission, Québec Autorité des Marchés Financiers, Monetary Authority of Singapore, Swiss Financial Market Supervisory Authority, United Arab Emirates Securities and Commodities Authority, and United Kingdom Financial Conduct Authority.

There are three court cases that have been generated by this so far. The first (and least interesting) is United States v. Sodi (9:18-mj-08088) in the US District Court of the Southern District of Florida. All my links to court cases in this post are to the freely-available docket on CourtListener.com. In addition to the docket, some of the court documents are available to download from that website for free.

The criminal indictment was originally filed in the US District Court, Northern District of Alabama before being removed to the Southern District of Florida — where it was promptly transferred back to Alabama. My guess is that the only reason for the brief removal of the case to Florida was because Sodi was arrested there so therefore bond had to be set there. On March 8, 2018, was released on $250,000 bond (pdf).

The second case is  Securities and Exchange Commission v. Sodi (5:18-cv-00313) in the US District Court, Northern District of Alabama. Read the complaint (pdf). As is normal when a defendant is facing parallel civil and criminal charges, Sodi and his companies (Capital Financial Media, LLC and List Data Solutions, LLC) filed a motion to stay the proceedings of the civil case while the criminal case is litigated. From that motion:

Pursuant to Rule 7 of the Federal Rules of Civil Procedure, Defendants Brian Robert Sodi (“Sodi”), Capital Financial Media, LLC, and List Data Solutions, LLC (collectively, “Defendants”), respectfully move the Court for an order staying this matter pending resolution of the criminal case against Sodi in this District.

On June 28th lawyers for the SEC and the defendants had a telephone conference to discuss the motion to stay. On June 29th the judge ordered:

Consistent with discussion on the record during the telephone conference on June 28, 2018 in this matter, on or before July 20, 2018, the parties shall please submit a proposed partial stay order that addresses the Fifth Amendment concerns in this case. The Court STAYS the defendants’ obligations to respond to the complaint in this matter until the Court reviews the parties’ joint submission and enters an appropriate order. Signed by Judge Madeline Hughes Haikala on 6/29/2018.

The third and most important case is  United States v. Sodi (5:18-cr-00056) in US District Court, Northern District of Alabama. Read the criminal indictment (pdf). The indictment was filed under seal on February 22, 2018.

I will skip discussion of the indictment to briefly address the other filings in the case so far, most of which are procedural and uninteresting. Unsurprisingly, both sides moved for the case to be ruled complex (which gives both sides more time to prepare for trial) and the judge ordered that motion approved.  From the motion:

A first production of discovery has already been delivered to the defense and further productions are being prepared. The Government estimates that the organized discovery ultimately made available to the defense will amount to at least 100 gigabytes of data, mostly in the form of thousands of documents, with additional materials to be made available for inspection or copying.
A telephone status conference has been scheduled for July 30, 2018 to discuss the timeline for pretrial motions, plea notification, and trial.

One interesting fact garnered from the government’s motion for alternative victim notification procedures (pdf):

The Indictment alleges that Sodi participated in such fraud schemes involving four separate stock tickers during 2012 and 2013.
Because the frauds alleged in the Indictment were directed at influencing the stock price of each of the targeted stocks, and thereby influencing the market for the stocks as a whole, the number of victims harmed by the defendant’s activities reaches far beyond the typical range for ordinary financial fraud cases. The Government currently estimates that 48,848 investors, in the United States and elsewhere, purchased manipulated stock during Sodi’s frauds.

Considering that the same people would tend to trade many different pumps, rather than dividing 48,848 by 4 to get 12,000 traders/investors during each pump and dump, I would estimate 24,000 traders/investors traded each of the stocks Sodi is alleged to have promoted.

The Indictment

We return to review the indictment (pdf). I will excerpt what I think are the most important parts of the indictment. First, the people and entities involved:

c. The defendant, BRIAN ROBERT SODI, known to others involved in penny stock fraud as “Mailman,” personally controlled companies Capital Financial Media, LLC (CFM), List Data Solutions, LLC (LDS), GLJ Holdings, LLC (GLJ), Trinity Investment Research, LLC (TIR), and other companies using the same business address in Delray Beach, Florida. BRIAN ROBERT SODI and his entities were involved in penny stock promotion s, primarily through the distribution of mailers by postal mail, email, and online advertising.

d. Cooperating Witness 1 (CW-1) and Cooperating Witness 2 (CW-2) were co-conspirators with BRIAN ROBERT SODI as described below

e. Arliss International, Inc. (Arliss) was a corporate entity incorporated in the British Virgin Islands in and around October 2009. BRIAN ROBERT SODI used Arliss to scalp stock during the pump-and-dump schemes described in this Indictment. Although Arliss’s manager was nominally an official of EuroHelvetia Trustco S.A. (EHT), a wealth administration firm headquartered in Geneva, Switzerland, Arliss was in fact used by and operated for the benefit of BRIAN ROBERT SODI.

f. Southern USA Resources, Inc. (SUSA) was a Delaware corporation doing business in Ashland, Alabama, in Clay County, within the Northern District of Alabama. From in and around 2012 to in and around 2013, SUSA operated a gold mine in the Northern District of Alabama. SUSA registered its common stock with the U.S. Securities and Exchange Commission (SEC) under Section 12 of the Securities Exchange Act of 1934 on or about May 10, 2012. SUSA securities were quoted on OTC Link, an electronic inter-dealer quotation system for over-the-counter securities, under the ticker symbol “SUSA.” SUSA shares were available for public trading until on or about March 1, 2013, when the SEC issued an order suspending trading in SUSA stock. BRIAN ROBERT SODI used Arliss to scalp SUSA stock during a promotion by BRIAN ROBERT SODI’s publishing houses that was executed from in and around 2012 to in and around 2013. On or about November 22, 2013, the SEC revoked SUSA’s registration for various violations of the securities laws.

g. Great Wall Builders Ltd. (GWBU) was a Texas corporation. GWBU common stock was registered with the SEC under Exchange Act Section 12(g) and was quoted on OTC Link under the ticker symbol “GWBU.” BRIAN ROBERT SODI used Arliss to scalp GWBU stock during a promotion by BRIAN ROBERT SODI’s publishing houses in and around 2012.

h. Potash America, Inc. (PTAM) was a Nevada corporation headquartered in Boca Raton, Florida (originally named Adtomize Inc.). PTAM common stock was registered with the SEC under Exchange Act Section 12(g) and was quoted on OTC Link under the ticker symbol “PTAM.” BRIAN ROBERT SODI used Arliss to scalp PTAM stock during a promotion by his publishing houses in and around 2012.

i. Goff, Corp. (GOFF) was a Nevada corporation headquartered in Cork City, Ireland. GOFF common stock was registered with the SEC under Exchange Act Section 12(g). BRIAN ROBERT SODI used Arliss to scalp GOFF stock during a promotion run by his publishing houses in and around 2013. GOFF securities were quoted on OTC Link under the ticker symbol “GOFF” and were available for public trading until on or about June 29, 2013, when GOFF terminated its stock registration.

Of the four stocks mentioned in the indictment, two of them (GOFF and GWBU) were also promoted by the infamous AwesomePennyStocks. I wrote a blog post detailing the Goff Corp (GOFF) stock promotion by email and by online landing page and hard mailer (distributed by Capital Financial Media). I wrote about the Great Wall Builders (GWBU) email promotion by Awesomepennystocks and how that campaign was interrupted by SpamHaus and iContact. I previously blogged about the SEC suspending trading in Southern USA Resources (SUSA). Tim Lento posted a scan of the front and disclaimer page of the SUSA hard mailer. Here is a copy of that scan.
The main allegations from the indictment are as follows:
6. It was further a part of the scheme that BRIAN ROBERT SODI’s mailers would falsely, deceptively, and misleadingly conceal and fail to disclose the material fact that BRIAN ROBERT SODI intended to sell the very stock that he was urging others to buy.

8. It was further a part of the scheme that sometimes, accomplices and co-conspirators of BRIAN ROBERT SODI, both known and unknown to the Grand Jury, would use “match trading,” i.e.,coordinated transactions designed to manipulate the stock price, to deceive investors into believing that the public was actively trading in the stock.
9. It was further a part of the scheme that after the stock price rose, BRIAN ROBERT SODI would sell the stock for a profit.
10. It was further a part of the scheme that BRIAN ROBERT SODI would conceal his ownership interest in the promoted stock by trading through Arliss, a Swiss account, instead of through a brokerage account held in his own name.
11. It was further a part of the scheme that BRIAN ROBERT SODI would repatriate the proceeds to himself and his publishing houses through offshore accounts held by firms in Switzerland, the Cayman Islands, and elsewhere.
THE CONSPIRACY TO COMMIT SECURITIES FRAUD
12. From in and around 2012 through in and around 2013, all dates inclusive, BRIAN ROBERT SODI, together with CW-1, CW-2, and others known and unknown to the Grand Jury, conspired to defraud investors in the Northern District of Alabama and elsewhere through the fraud scheme described above by executing trades of SUSA stock.

The SEC complaint (pdf) against Sodi and his companies includes some other details not in the indictment:

IT IS LIKELY THAT SODI HAS ENGAGED IN ADDITIONAL
SCALPING FRAUD WITHIN THE LAST FIVE YEARS
Sodi for Years Had Access to Administrative Firm A’s Network of Offshore Accounts
83. Sodi made regular use of Swiss Administrative Firm A – administered accounts from as far back as 2005 and continuing through at least 2015, as demonstrated by, among other things:
a. both Front Company A and Front Company B being Swiss Administrative Firm A-administered accounts;
b. a third, older account (“Front Company C”), which was active from at least early 2005 through early 2010, and which was also Swiss Administrative Firm A-administered – having been used repeatedly to make payments for Sodi’s benefit to many of the same persons and entities to which Front Company A likewise made payments, including parties who designed, built and landscaped Sodi’s vacation home on Nicaragua’s Pacific Coast, “Casa Sodi”;
c. Swiss Administrative Firm A itself having sent at least one wire, on September 8, 2010, to Sodi’s very same “player account” at the very same Casino to which Front Company A also wired funds (as alleged in paragraph 28 above);
d. other Swiss Administrative Firm A-administered accounts, including “omnibus” accounts, transferring funds to, and/or receiving funds from, the Front Company A account; and
e. other Swiss Administrative Firm A-administered accounts wiring funds to reload the very same Swiss Visa Card that Front Company B, as alleged in paragraph 81.c above, wired funds to reload.

After that section the SEC complaint details alleged scalping in PTAM and GWBU in 2012. One alleged detail of note (emphasis mine):

At the time of these purchases, Sodi knew that the massive GWBU promotional campaign his Penny Stock Promotion Platform had prepared was about to launch, and that it would also coincide and be coordinated with a massive APS campaign likewise promoting GWBU.

The complaint continues to allege other stocks scalped after 2013, although it lists only one stock, Graham & Hill Industries (GHIL):

88. In addition to the Front Company A and Front Company B-linked funds that were routed circuitously to Sodi’s CFM entity in April 2014 via Hong Kong Account A, as alleged in paragraph 81.b above, other funds followed a similar path. These include six transfers totaling $950,000 between June 18 and September 22, 2014 from Hong Kong Account A to Sodi’s LDS entity.

89. Sodi’s Penny Stock Promotion Platform booked all $950,000 of the aforementioned wires from Hong Kong Account A as income relating to the Sodi Platform’s promotion of a marijuana stock called Graham & Hill Industries (GHIL). Every penny of this $950,000 however, was first sent to Hong Kong Account A by the very same account – which happened to be at a Cayman Islands bank – that was selling GHIL stock into the price and volume rises generated by that touting campaign. Moreover, every penny of this $950,000 was funded by sales of GHIL stock.

The SEC complaint also alleges that Sodi lied to SEC staff:

93. During the staff’s investigation leading to the filing of this action, Sodi appeared for testimony. During that testimony, Sodi made false statements, including claims that he (i) never had, and never was given the use of, any foreign accounts; (ii) never received or shared, directly or indirectly, in any proceeds of any sales of any of the stocks his publishing houses promoted; and (iii) had never – apart from a single instance over twelve years ago – been paid in stock for running a promotional campaign.

 

My Records of CFM and LDS stock promotions

I have collected a large number of records of stock promotions on this blog. While this collection is not exhaustive, I do make sure to collect disclaimer info and details of the promotion for each big promotion I have blogged about. Below are all the stocks not mentioned in the SEC complaint or indictment for which I have records showing CFM or LDS as being involved in the promotion. I blogged about many of these but many of the promotions below are linked only to archived webpages at The Internet Archive showing the promotion; others are linked to PDF copies of the online landing pages promoting the stocks that I made at the time of the promotion.

Note that my inclusion of the promotions in this below list does not mean that I believe that Sodi or his companies violated the law in promoting these companies — it is possible to legally promote a company — I only indicate that he and/or his companies promoted these stocks. Dates below are approximate — many of these promotions ran for many months.

Green & Hill Industries (GHIL): List Data Solutions (June, 2014)

Mining Metals of Mexico (WIIM): List Data Solutions (April, 2014)

Black River Petroleum (BRPC): Capital Financial Media (April, 2014)

Guar Global (GGBL): List Data Solutions (December, 2013)

Amazonica Corp (AMZZ): Capital Financial Media (November, 2013)

Xumanii Corp (XUII): Capital Financial Media (July, 2013)

Lot78 Inc (LOTE): Capital Financial Medial (March, 2013)

PacWest Industries (PWEI): Capital Financial Media (March, 2013)

Swingplane Ventures (SWVI): Capital Financial Media (February 2013) (Thanks to Tim Lento for the scan of the mailer)

Graphite Corp (GRPH): List Data Solutions (February 2013)

Lifetech (LTCH): Capital Financial Media (November, 2012)

Stevia Corp (STEV): Capital Financial Media (September, 2012)

Stevia Nutrition (STNT): Capital Financial Media (August, 2012)

Boldface Group (BLBK): Capital Financial Media (August, 2012)

American Energy Development (AEDC): Capital Financial Media (July, 2012)

Psychic Friends Network (PFNI): Capital Financial Media (May, 2012)

Sunpeaks Ventures (SNPK): Capital Financial Media (April, 2012)

North Springs Resources (NSRS): Capital Financial Media (January, 2012)

Xcelmobility (XCLL): Capital Financial Media (January, 2012)

White Smile Global (WSML): Capital Financial Media (November, 2011)

TakeDown Entertainment (TKDN): Capital Financial Media (September, 2011) (Archived copy of promotion landing page)

Allezoe Medical (ALZM): Capital Financial Media (July, 2011) (Archived copy of promotion landing page)

Portage Resources (POTG): Capital Financial Media (June, 2011)

Xinde Technology (WTFS): Capital Financial Media (June, 2011)

OncoSec Medical (ONCS): Capital Financial Media (May, 2011)

First American Silver (FASV): Capital Financial Media (April, 2011)

Avatar Ventures Corp (AVVC): Capital Financial Media (April, 2011) (Archived copy of promotion landing page)

Kunekt Corp (KNKT): Capital Financial Media (February, 2011)

Hiroyoshi Worldwide (HHWW): Capital Financial Media (February, 2011)

 

Many more stock promotions run by List Data Solutions and/or Capital Financial Media can be found by using the Internet Archive Wayback Machine on SmallcapFortunes.com although the pump pages were not accessible directly from the main page, so a reader needs to find the direct link to find the archived page. It appears that at least at one point Capital Financial Media LLC owned SmallCapFortunes.com (another messageboard source from someone I trust saying the same thing). The current owner of the SmallCapFortunes.com domain name is Trinity Investment Research LLC of Florida (per current WHOIS search; screen capture).

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.

SEC Suspends trading in 3 suspected pump & dumps

This morning the SEC suspended trading in three stocks that had “unusual and unexplained market activity” (in other words, they looked like pump and dumps) and because of questions about the accuracy of the companies’ press releases and 8-Ks. The date on all the suspensions is July 3rd but the most liquid of the stocks CYPE traded all day July 3rd (a half-day) and the suspensions didn’t show up in the SEC trading suspension RSS feed until this morning after the open.

The three stocks are: Century Petroleum Corp (CYPE), Big Time Holdings, Inc (BTHI), and Williamsville Sears Management (WSML). All three companies show Brian K. Kistler as a consultant or officer. On OTCMarkets.com he is listed as CEO of BTHI and a consultant at WSML and a consultant at CYPE.

LinkedIn lists Mandla J. Gwadiso as founder of BTHI and WSML (pdf copy of his LinkedIn profile). He just tweeted two days ago that he was going to buy CYPE stock:

 

See more about these companies here:

Century Petroleum Corp (CYPE)
SEC suspension release (pdf)
SEC suspension order (pdf)

Reason for the suspension (from the release):

The Commission temporarily suspended trading in the securities of CYPE because of questions about the accuracy of information in the company’s press releases since at least May 25, 2018, regarding the company’s business plans and acquisitions, and concerns since at least May 25, 2018, about recent, unusual and unexplained market activity in the company’s common stock.

CYPE daily candlestick chart:

Big Time Holdings, Inc (BTHI)
SEC suspension release (pdf)
SEC suspension order (pdf)

Reason for the suspension (from the release):

The Commission temporarily suspended trading in the securities of BTHI because of questions about the accuracy of information contained in BTHI’s Form 8-K filed with the Commission on May 24, 2018, and concerns since at least May 24, 2018, about recent, unusual and unexplained market activity in the company’s common stock.

BTHI daily candlestick chart:

Williamsville Sears Management (WSML)
SEC suspension release (pdf)
SEC suspension order (pdf)

Reason for the suspension (from the release):

The Commission temporarily suspended trading in the securities of WSML because of questions about the accuracy of information in the company’s press releases since at least May 29, 2018, regarding the company’s business plans and acquisitions, and concerns since at least March 9, 2018, about recent, unusual and unexplained market activity in the company’s common stock.

WSML daily candlestick chart:

 

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.

SEC Charges Joseph A. Fiore and his companies with market manipulation and scalping of Plandai Biotechnology (PLPL) stock

Plandai Biotechnology (PLPL) was a stock promotion that lasted for over a year from early 2013 through mid-2014. At the peak the stock went over $3 on volume of 10 million shares. On June 20th, 2018 the SEC filed suit against Joseph A. Fiore and two companies he allegedly controlled, Berkshire Capital Management Company, Inc. (“Berkshire”), and Eat at Joe’s, Ltd. (now known as SPYR, Inc., a public company that trades OTC as SPYR) (“Eat at Joe’s”).

Below is a chart of Plandai Biotechnology during the period in question.

See the SEC’s allegations in the following documents:

SEC Litigation Release
SEC complaint (pdf)

Case docket on CourtListener. The case is Securities and Exchange Commission v. Fiore (7:18-cv-05474) U.S. District Court, S.D. New York.

Excerpt from the complaint:

1. Defendant Fiore orchestrated a fraudulent scheme to promote and otherwise manipulate the market for the common stock of microcap company Plandai Biotechnology, Inc. (“Plandai”). Fiore engaged in a variety of deceptive conduct to affect the market for Plandai stock, while concealing that he controlled a large number of Plandai shares and intended to sell them. Fiore generated more than $11.5 million in illegal proceeds through his undisclosed sales of Plandai shares, through his own accounts and in accounts that he controlled in the names of Defendants Berkshire and Eat at Joe’s.
2. One facet of Fiore’s scheme was scalping, the illegal and deceptive practice of recommending that investors purchase a security while failing to disclose an intent to sell the same security. From at least April 2013 to March 2014 (the “Relevant Period”), Fiore, himself
and acting through his company Berkshire, organized, financed and directed a steady stream of stock alerts and research reports that promoted the purchase of Plandai stock. Fiore paid promoters directly to promote Plandai stock or, more commonly, paid third-party consultants to retain promoters to promote Plandai stock.
3. These promotions recommended that investors buy Plandai stock, while failing to disclose, as required by law, that Fiore, the organizer and funder of the promotional campaign, beneficially owned shares of Plandai stock, intended to sell shares, and was actively selling his
Plandai holdings into the public market. During the course of his scalping campaign, Fiore sold nearly 12 million shares of Plandai common stock through accounts he controlled.
4. Manipulative trading was another facet of Fiore’s fraudulent scheme. During the Relevant Period, Fiore, Berkshire, and Eat at Joe’s knowingly engaged in manipulative trading practices in order to induce investors to purchase Plandai stock, by artificially supporting and increasing the share price and creating the false appearance of market activity in the stock.

The complaint is quite detailed and gives details of Fiore’s alleged wash trading. According to the complaint:

During the Relevant Period, Fiore maintained and controlled six
brokerage accounts held in the name of Berkshire and six brokerage accounts held in the name of Eat at Joe’s. Fiore directed and controlled these accounts and used them, along with a brokerage account in his own name, to engage in the unlawful trading, as alleged herein.

The alleged stock promotions were not cheap:

24. Between April 2013 and March 2014, Fiore paid the promoters at least $2,137,000 to promote penny stocks, including Plandai, with approximately $675,000 going to the two intermediary consulting companies, who then retained third parties to promote Plandai
stock. Fiore personally selected the promoters, including the promoters that the consulting companies located and later retained on his behalf. He also paid the promoters for each promotional publication that they disseminated, and controlled the timing of their promotions.

One facet of promotions that I am familiar with is that they usually come at the same time as company press releases. And the alleged connection in the case of Plandai is quite explicit:

27. Throughout the promotional campaign, Fiore suggested topics for certain promotions and routinely provided the promoters with information about Plandai for use in their promotional materials. Fiore also frequently coordinated the dissemination of the promotional
materials to coincide with Plandai’s issuance of press releases, in order to generate additional positive news about Plandai.
28. On multiple occasions, Fiore received copies of Plandai press releases directly from Plandai before they had been publicly disseminated, and then forwarded the releases to third-party promoters for use in their promotional materials.

The SEC in its complaint also alleges the inadequacy of stock promoter disclaimers:

34. Fewer than half of the promotions contained generic disclaimers indicating that the promoter had been compensated for promoting the stock, and that Berkshire, or the unnamed entity paying for the promotions, “may own,” or “may sell” Plandai stock. But these disclaimers were incomplete, misleading, and materially inaccurate because Fiore and Berkshire were actively selling throughout the Relevant Period. Moreover, many promotions contained no such
disclaimer, and none of the promotions disclosed the true state of affairs: that Berkshire and Fiore beneficially owned, intended to sell and were actively selling shares of Plandai stock.

In addition to allegedly paying for promotion and liquidating stock, the SEC alleges that Fiore also at times supported the price of Plandai Biotechnology by buying stock:

54. Fiore first learned on or about June 25, 2013 that the Seattle Times was preparing an article suggesting that Plandai was a fraud. He began buying Plandai stock immediately thereafter for the purpose of manipulatively supporting the stock price and conditioning the
market in advance of the publication of the negative article.
55. On the eighteen trading days from June 25, 2013 to July 22, 2013, Fiore not only bought more Plandai shares than he sold, but his purchasing accounted for a significant portion of the market volume in Plandai stock. As discussed in paragraphs 63 to 77 below, Fiore’s purchases during this period were manipulative. Fiore’s trades set the closing price for Plandai stock on eleven of these eighteen trading days. On seven of those days, Fiore had also been responsible for the prior trade execution reported in the market, further indicating that his trades were an attempt to artificially inflate the stock price.

Who were the brokers?

The SEC complaint does not name the brokers and it is important to point out that Fiore is alleged to have lied to his brokers. The brokers have not been charged in the suit. For this reason, although I have identified “Broker B” with a high degree of certainty I will not identify the broker here. The complaint did not provide enough information for me to identify any of the other brokers allegedly used by Fiore or his companies.

Legal Threats against critic Alan Brochstein

On September 3rd, 2013 Alan Brochstein, CFA wrote a negative article on Plandai Biotechnology, Plandaí­ Biotechnology: Avoid This Green Tea Fantasy. Less than a month later he received a letter from Plandai’s outside counsel (Paula Colbath of Loeb & Loeb) accusing him of defaming the company. Ultimately the article stayed up (although behind SeekingAlpha’s paywall) and nothing came of the legal threats.

SPYR Inc (formerly known as Eat at Joe’s)

On August 3rd, 2016 Fuzzy Panda Shorts (follow him on Twitter) wrote on SeekingAlpha about SPYR Inc as a good stock to short and outlined many of the connections with Fiore and Berkshire Capital and many of the penny stocks that Fiore has financed. This is an excellent article that has lots of details on Fiore not easily found elsewhere.

 

Disclaimer. No position in any stock mentioned and I have no relationship with anyone mentioned in this post. 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.

How Boiler Room pump and dumps end: Comerton Corp (COCM)

Of all the various kinds of pump and dumps, I like shorting boiler room pumps the best. The reason for that is once they end, they don’t bounce back. The boiler rooms these days use fake names and temporary phone numbers and mail drop boxes to pretend to be in a location when they are halfway around the world. They cold call people on their suckers list to get them to buy and once they sell all the stock or they can’t get anymore suckers, they disconnect the phones and move on. No re-pumps or big bounces for a short seller to worry about and utter account destruction for the people who bought. See for example the Tactical Services (LUADD then TTSI) pump and dump and the OneLife Technologies (OLMM) pump and dump.

LUADD/TTSI daily chart:

There was a SeekingAlpha Article on OLMM as well as tweets by some traders I respect saying that it was a boiler room pump:

 

OLMM daily chart:

Of note: OLMM received the caveat emptor designation (skull and crossbones) by OTCMarkets on Mary 8th and that likely caused the promoters to abandon it.

Disclaimer from an email or landing page promoting OLMM:

 

While I missed out on shorting Comerton Corp (COCM) because I did not find shares to short, OLMM and TTSI were both remunerative shorts for me.

Below is the chart of COCM. Once again, suckers got destroyed. OTCMarkets gets significant credit for stopping this promotion — they gave the stock the dreaded caveat emptor designation on June 5th. After that it had one more up day before falling drastically. One note to short sellers: Interactive Brokers now prohibits new positions in stocks with the caveat emptor designation (although they take a couple days to apply this after the stock gets the designation). See stocks that have received the caveat emptor designation.

 

I would like to thank Promotion Stock Secrets / Day Trading Buzz for mentioning this in their daily update back in early May. I don’t trade a lot of pump and dumps anymore but especially for the under-the-radar ones their service is very useful — if you aren’t on the sucker call list it is hard to find out which stocks are undergoing a boiler room promotion. I searched and searched for shares to short but ended up missing out on shorting Comerton Corp. Only a few people were able to short it.

From the Promotion Stock Secrets daily morning update in early May:

COCM – Comerton Corp – stock callers promotion style tape with bids and crosses – has lower level connections and was a poor promotion previously as HAGE – check our research for reference and monitor for awareness, updates, exponential volume increase, upticks

A search for posts on $COCM on Twitter lead to one person saying that he was called and told to buy the stock:

A quick call to the above phone number led to a voice-mailbox for “Stephen Harris” so it looks like that virtual phone number was already disconnected and reused by someone else (who likely has no connection to the boiler room).

Disclaimer. No position in any stock mentioned and I have no relationship with anyone mentioned in this post except that I am a subscriber to Promotion Stock Secrets and have been for a few years. 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.

Penny Stock attorney Diane Dalmy sentenced to 3 years in prison

Yesterday attorney Diane Dalmy was sentenced to three years in prison for her work on behalf of penny stock companies and insiders.

From the DoJ press release:

According to court documents and statements made in court, DALMY, an attorney, performed securities-related legal work on behalf of several public companies, including Mammoth Energy Group, Inc., a company that later became known as Strategic Asset Leasing Inc.; and Fox Petroleum, Inc. (the “Subject Companies”).  Between approximately January 2009 and July 2016, DALMY conspired with others, including William Lieberman, of Boca Raton, Florida, and Christian Meissenn, of Suffield, Connecticut, to defraud investors through a stock “pump and dump” scheme.  During the course of the conspiracy, DALMY acted largely at Lieberman’s direction.

Finally, between February 2015 and July 2016, DALMY laundered a portion of the proceeds of the scheme on behalf of the co-conspirators.  DALMY helped Lieberman to incorporate and open bank accounts for a private company, Queen Asia Pacific Ltd. (“Queen Asia”), which was controlled by Lieberman.  These bank accounts were used to receive proceeds of the scheme from a brokerage account in Queen Asia’s name. DALMY periodically received money in Queen Asia’s bank accounts, transferred those funds to her IOLTA, and then transferred the funds again to Lieberman, Meissenn, and their network of stock promoters.  In total, DALMY laundered approximately $825,000 on behalf of the co-conspirators through Queen Asia’s bank accounts and her IOLTA.

Dalmy has been prohibited from representing companies trading on OTCMarkets since September 2009:

Compared to how much money she made, Dalmy is being fined a lot:

DALMY’s total gain from her participation in this conspiracy, and related legal work for the Subject Companies, was approximately $30,000.

Judge Meyer ordered DALMY to pay $2 million in restitution.

On February 6, 2018, DALMY pleaded guilty to one count of conspiracy.

The lesson we can learn from this: don’t commit serious crimes for small amounts of money, especially if you are an attorney.

Dalmy has less than one more month of freedom. She has been ordered to report to prison on June 14, 2018.

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.

USA v. Delaney Equity Group LLC

I just saw that Delaney Equity Group LLC (a small broker and OTC market maker) has been criminally charged in an ongoing ‘shell factory’ investigation. See the Palm Beach Post story. Below I have downloaded the court docket and linked all the documents currently available. I intend to post updates to this occasionally (at least for important filings). Read the complaint. The SEC had filed civil charges against Delaney back in 2015.

Excerpt from the complaint:

7. DELANEY EQUITY GROUP LLC, lndividual A, and Ian C. Kass would prepare Forms 211 on behalf of the issuers and submit them to the Financial Industry Regulatory Authority (“FINRA”) so that shares of the issuers could be quoted and traded over-the-counter. These forms falsely and fraudulently represented that the companies were executing their business plans and were operating under the direction of the straw CEO.

The allegations go on, but the fact that the forms 211 are mentioned is a big deal for OTC Markets in my opinion– this could scare off market makers from filing these forms for any sketchy company in the future.

U.S. District Court
Southern District of Florida (Miami)
CRIMINAL DOCKET FOR CASE #: 1:18-cr-20336-CMA All Defendants

Case title: USA v. Delaney Equity Group LLC Date Filed: 04/26/2018

Assigned to: Judge Cecilia M. Altonaga
Defendant (1)
Delaney Equity Group LLC represented by Ryan Dwight O’Quinn 
DLA Piper LLP (US)
200 South Biscayne Boulevard
Suite 2500
Miami, FL 33131
305-423-8553
Fax: 305-675-0807
Email: [email protected]
LEAD ATTORNEY
ATTORNEY TO BE NOTICEDElan Abraham Gershoni 
DLA Piper LLP (US)
200 S. Biscayne Boulevard
Suite 2500
Miami, FL 33131
305.423.8500
Fax: 305.675.0527
Email: [email protected]
ATTORNEY TO BE NOTICED
Pending Counts Disposition
18:371.F CONSPIRACY TO UNLAWFULLY SELL UNREGISTERED SECURITIES
(1)
Highest Offense Level (Opening)
Felony
Terminated Counts Disposition
None
Highest Offense Level (Terminated)
None
Complaints Disposition
None

Plaintiff
USA represented by Jerrob Duffy 
United States Attorney’s Office
99 N.E. Fourth Street
4th Floor
Miami, FL 33132
305-961-9273
Fax: 305-536-5321
Email: [email protected]
LEAD ATTORNEY
ATTORNEY TO BE NOTICED
Designation: Retained

 

Date Filed # Docket Text
04/26/2018 1 INFORMATION as to Delaney Equity Group LLC (1) count 1 and FORFEITURE COUNT. (wc) (Entered: 04/26/2018)
04/26/2018 2 NOTICE of Similar Action by USA as to Delaney Equity Group LLC (Duffy, Jerrob) (Entered: 04/26/2018)
04/26/2018 3 NOTICE OF ATTORNEY APPEARANCE: Ryan Dwight O’Quinn appearing for Delaney Equity Group LLC . Attorney Ryan Dwight O’Quinn added to party Delaney Equity Group LLC(pty:dft). (O’Quinn, Ryan) (Entered: 04/26/2018)
04/26/2018 4 NOTICE OF ATTORNEY APPEARANCE: Elan Abraham Gershoni appearing for Delaney Equity Group LLC . Attorney Elan Abraham Gershoni added to party Delaney Equity Group LLC(pty:dft). (Gershoni, Elan) (Entered: 04/26/2018)
05/09/2018 5 PAPERLESS NOTICE OF HEARING as to Delaney Equity Group LLC: Change of Plea Hearing set for 5/21/2018 08:30 AM in Miami Division before Judge Cecilia M. Altonaga. (ps1) (Entered: 05/09/2018)
05/09/2018 6 PAPERLESS NOTICE OF HEARING as to Delaney Equity Group LLC: Initial Appearance and Arraignment set for 5/21/2018 08:30 AM in Miami Division before Judge Cecilia M. Altonaga. (ps1) (Entered: 05/09/2018)
05/21/2018 7 WAIVER OF INDICTMENT by Delaney Equity Group LLC (ps1) (Entered: 05/21/2018)
05/21/2018 8 PAPERLESS Minute Entry for proceedings held before Judge Cecilia M. Altonaga: Initial Appearance and ARRAIGNMENT as to Delaney Equity Group LLC (1) Count 1 held on 5/21/2018. Date of Arrest or Surrender: 5/21/18. Total time in court: 1 minutes. Attorney Appearance(s): Jerrob Duffy, Ryan Dwight O’Quinn, Elan Abraham Gershoni, Court Reporter: Stephanie McCarn, 305-523-5518 / [email protected] (ps1) (Entered: 05/21/2018)
05/21/2018 9 PAPERLESS Minute Entry for proceedings held before Judge Cecilia M. Altonaga: Change of Plea Hearing held on 5/21/2018. Delaney Equity Group LLC (1) Guilty Count 1. Total time in court: 25 minutes. Attorney Appearance(s): Jerrob Duffy, Ryan Dwight O’Quinn, Elan Abraham Gershoni, Court Reporter: Stephanie McCarn, 305-523-5518 / [email protected] (ps1) (Entered: 05/21/2018)
05/21/2018 10 PLEA AGREEMENT as to Delaney Equity Group LLC (ps1) (Entered: 05/21/2018)
05/21/2018 11 PAPERLESS NOTICE OF SENTENCING HEARING as to Delaney Equity Group LLC. Sentencing set for 7/26/2018 09:00 AM in Miami Division before Judge Cecilia M. Altonaga. If more than 30 minutes will be required, please contact the courtroom deputy to arrange. Defense counsel shall report immediately to the United States Probation Office for further instructions. (ps1) (Entered: 05/21/2018)
05/22/2018 12 Notice of Presentence Investigation Assignment of Delaney Equity Group LLC to US Probation Officer Vanessa Pulido in the Miami Wilkie D. Ferguson, Jr. U.S. Courthouse and she can be contacted at (305)523-5454 or [email protected] (lrn) (Entered: 05/22/2018)

Updated 6/27/2018.

See full docket at CourtListener.

Sentencing for Delaney Equity Group is set for 7/26/2018.

Excerpt from the plea agreement:

15. The Defendant hereby (i) confirms that it has reviewed the following facts with legal counsel, (ii) adopts the following factual summary as his own statement, (iii) agrees that the following facts are true and correct, and (iv) stipulates that the following facts provide a sufficient factual basis for the plea of guilty in this case, in accordance with Rule 11(b)(3) of the Federal Rules of Criminal Procedure:

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.

SEC fines Aegis Capital Corporation after it admits to failing to file SARs

On March 28, 2018 the SEC announced in a press release that Aegis Capital Corporation (a broker and investment bank) had settled with the SEC following accusations of failing to file suspicious activity reports (SARs) that brokers are required to file.

From the press release:

Broker-dealers are required to file SARs for certain transactions suspected to involve fraudulent activity or have no business or apparent lawful purpose.  The SEC’s order found that Aegis failed to file SARs on suspicious transactions that raised red flags indicating the transactions were potentially related to the market manipulation of low-priced securities.

“Aegis failed to meet its AML obligations to report suspicious activity, including when it was faced with specific information alerting the firm to suspicious transactions,” said Antonia Chion, Associate Director and head of the Broker-Dealer Task Force of the SEC’s Enforcement Division.  “Given the critical importance of SARs to the regulatory and law enforcement community, brokerage firms must comply with their SAR reporting obligations.”

The SEC’s order found that Aegis willfully violated an SEC financial recordkeeping and reporting rule.  Aegis agreed to pay a $750,000 penalty and retain a compliance expert.  FINRA also announced a settlement with Aegis today that includes an additional $550,000 penalty. 

In addition to the fines against the company, two Aegis employees settled with the SEC and agreed to fines and a third is defending himself against the SEC’s charges:

In a separate settled order, Aegis’ former anti-money laundering (AML) compliance officer Kevin McKenna was found to have aided and abetted the firm’s violations.  Aegis CEO Robert Eide was found to have caused them.  Without admitting or denying the SEC’s findings, Eide and McKenna agreed to pay penalties of $40,000 and $20,000, respectively.  McKenna also agreed to a prohibition from serving in a compliance or AML capacity in the securities industry with a right to reapply.     

In a litigated order, the Enforcement Division alleges that another former Aegis AML compliance officer, Eugene Terracciano, failed to file SARs on behalf of Aegis.  Terracciano is alleged to have aided and abetted and caused Aegis’ violations.  The matter pertaining to Terracciano will be scheduled for a public hearing before an administrative law judge, who will prepare an initial decision stating whether the Enforcement Division has proven the allegations in the order and what, if any, remedial actions are appropriate. 

 

SEC Press Release
FINRA Press Release
SEC Order on Aegis Capital (PDF)
SEC Order on Kevin McKenna and Robert Eide (PDF)
SEC Order on Eugene Terracciano (PDF)

 

The SEC orders have lots of great details, some of which I have excerpted below. While firms and clients and stocks are not named, I was able to determine two of the stocks given as examples in the orders (Issuers A and F).

First, some details about Aegis’ business from the SEC order on Aegis (emphasis mine):

RESPONDENT
Aegis is a dually-registered investment adviser and broker-dealer with multiple branches and is headquartered in New York, NY. For its fiscal year 2014, Aegis had revenues of approximately $123 million and, for its fiscal year 2015, revenues of approximately $98 million. During those fiscal years, Aegis had revenues of approximately $250,000 and $270,000 from its low-priced securities business. Aegis’ business consists of investment banking, venture capital,
and debt market services as well as full-service retail and institutional advisory and brokerage services. Aegis’ CEO is also the firm’s founder and 100% owner.

FACTS
A. Aegis’ Low Priced Securities Business
1. During the relevant period, Aegis had various brokerage customers who transacted in low-priced securities. Several of these customers did so through DVP/RVP accounts. In
DVP/RVP accounts held at Aegis, the customer deposited their shares at another firm in a custodial account, and the sale transactions were effected through Aegis. During the
relevant period, Aegis had relationships with various clearing firms that assisted in effecting low-priced securities transactions.

2. Aegis had customers at their branch offices who transacted in low-priced securities.
Several of these customers were foreign financial institutions that effected transactions on
behalf of their underlying customers, all of whom were unknown to Aegis.

So Aegis penny stock business was very small relative to the size of its business overall and it appears that much of the low-priced securities (penny stock) business was with foreign financial firms. One such client (“customer A”) is described as well as its trading in “Issuer A” (quote from the Order on Aegis; emphasis mine):

Illustrative Examples of Transactions in which Aegis Failed to File SARs
i. Customer A
23. Between October 17 and December 27, 2012, an Aegis customer – Customer A – sold approximately 2.1 million shares of Issuer A, which traded on OTC Link (previously
“Pink Sheets”) operated by OTC Markets Group Inc. (“OTC Link”). Customer A held a DVP/RVP account at Aegis and is a private Swiss bank that traded significant volumes of low-priced securities through an omnibus arrangement with Aegis on behalf of the Swiss bank’s underlying clients who were unknown to Aegis.

24. At the same time Customer A was selling shares of Issuer A, a stock promotion touting the company’s prospects was underway. Coinciding with the promotional campaign,
Issuer A’s share price fluctuated from a low of $0.51 to a high of $0.93 on average daily volume of 558,792 shares. In the two months prior to October 17, 2012, no shares of
Issuer A traded at all. Thus, Customer A’s trading in Issuer A occurred during a period of a sudden spike in price and volume – which were specific AML red flags identified in
Aegis’ written supervisory procedures.

25. Prior to Customer A’s trading in Issuer A, Issuer A had undergone several name changes – again a specific AML red flag identified in Aegis’ written supervisory procedures. Moreover, contrary to the rosy picture of Issuer A painted by the above described promotional campaign, Issuer A’s Form 10-Q for the period ending September 30, 2012 reported that Issuer A had no revenues, a net loss of $143,345, and a “going concern” statement from its management.

 

After doing a search on Edgar Pro I discovered that the only company with a net loss of $143,345 in that quarter was Graphite Corp (GRPH at the time) that was a pump and dump at the time (and multiple times since). Therefore Graphite Corp is Issuer A. Here is a screenshot of the results of my search:

And a screenshot of the 10-Q in question:

 

 

Another stock traded by Customer A was also a purported graphite company undergoing a pump and dump campaign (Issuer B). From the order on Aegis:

In addition to the suspicious trading noted above, there were other indicia that Issuer B likely was the subject of market manipulation. For example, Issuer B reported in 2013 that it was a world-class graphite company, yet two years earlier it had been a Malaysian publishing company that operated under a different name. Recent changes in an issuer’s name and business was one of the specific AML red flags identified in Aegis’ written supervisory procedures.

“Customer B” is also interesting:

37. Customer B is a British Virgin Islands company based in China that offers consulting and advisory services.
38. In an approximately one month period beginning in April 2013, Customer B sold approximately 200,000 shares of Issuer C through Aegis for proceeds of $2.3 million, or
over $10 per share. Issuer C was listed on NASDAQ.

“Customer D” was yet another foreign company:

55. Another Aegis customer – Customer D – engaged in suspicious low-priced securities transactions for which Aegis did not file a SAR. Customer D was a foreign financial
institution with a DVP/RVP account at the firm and traded on behalf of underlying customers who were unknown to Aegis.
56. Over an approximately six-month period beginning in late May 2013, Customer D sold approximately 457,000 shares of Issuer F for proceeds of approximately $2.8 million. Issuer F traded on OTC Link. Just prior to the trading – and coinciding with a promotional campaign – Issuer F’s share price climbed from $3.90 to $9.39 on
substantially increased volume.
57. Customer D was not the only Aegis customer who traded suspiciously in Issuer F. Starting approximately two months before Customer D’s trading, Customers A and E sold a substantial amount of Issuer F shares for substantial proceeds. Customer E was yet another foreign financial institution with a DVP/RVP account at the firm and traded on behalf of underlying customers who were unknown to Aegis; it was incorporated in New Zealand and operated from Switzerland

Based solely on the description of the stock price and volume, I believe that “Issuer F” is Octagon Resources (OCTX), about which I wrote a blog post. In addition to “Customer D” selling shares of “Issuer F”, “Customer A” and “Customer E” also sold many shares:

Starting approximately two months before Customer D’s trading, Customers A and E sold a substantial amount of Issuer F shares for substantial proceeds. Customer E was yet another foreign financial institution with a DVP/RVP  account at the firm and traded on behalf of underlying customers who were unknown to Aegis; it was incorporated in New Zealand and operated from Switzerland.
58. In particular, Customer A sold approximately 638,000 shares of Issuer F for proceeds of approximately $3.7 million while Customer E sold approximately 494,000 shares of Issuer F for proceeds of approximately $3.3 million. Thus, together Customers A and E sold over one million shares of Issuer F for proceeds of approximately $7 million.

 

I am late to reporting this and I apologize for that (I did previously tweet about it on the day it was announced).

 

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.

FINRA reaches decision against penny stock broker Wilson-Davis & Co

While searching for another FINRA decision I came across an extended hearing panel decision from February 27, 2018 by FINRA that lays out in detail many things that penny stock traders have guessed or suspected about broker and market maker Wilson-Davis Co and Anthony Kerrigone. That FINRA decision is against Wilson-Davis & Co, James C. Snow (President and Chief Compliance Officer), and Byron B. Barkley (Head of Trading). Do note that this decision has been appealed to the FINRA appeals panel. Until the appeal is resolved the suspensions will not take effect and the fines will not have to be paid. It is possible that the respondents will win the appeal and face lesser sanctions or no sanctions.

I previously wrote about Wilson-Davis and Kerrigone a little over a year ago when the SEC fined Wilson-Davis for Reg SHO violations.

The penalties are (all quotes in this post are from the decision):

Respondent Wilson-Davis & Co. is fined $1,170,000 and ordered to disgorge $51,624 for improper short sales. For its failure to supervise and implement adequate AML procedures, Wilson-Davis is fined an additional 300,000,
while Respondents James Snow and Byron Barkley are fined $140,000 and $115,000, respectively, and both are suspended for one year and ordered to requalify before re-entering the industry.

The really interesting things in the decision all concern Anthony Kerrigone:

Wilson-Davis hired registered representative Anthony Kerrigone (“Kerrigone”) as a trader in September of 2008. Although Kerrigone maintained a small number of retail customers, his primary business was trading in one of the Firm’s proprietary accounts as a market maker in various securities. Kerrigone’s “niche” as a market maker was the markets of penny stock companies that traded in high volume following promotional or touting campaigns. Kerrigone researched stocks to find those that were experiencing a run up in price because “they were being promoted and touted,” even though the securities were “generally worthless” and “had zippo, no value.” Because the promoters “managed to figure out how they’d get a lot of people to buy” these “worthless” stocks, they presented a “trading opportunity” for Kerrigone.

Once Kerrigone identified a suitable “trading opportunity,” his activity in the security followed a consistent pattern. Kerrigone entered the market of an actively promoted stock by first selling the security short, on the assumption that once the market impact of promotional activity dissipated the stock would lose value. Although Kerrigone typically posted both “bid” and “ask” quotes as a market maker when he was first active in a stock, during this early period his “bid” quotes were generally not competitive with other market quotes, minimizing the possibility that he would actually purchase any significant quantities of the stock from the market as he shorted.

Later, as the effect of the promotional activity dissipated and value of the stock began to fall, Kerrigone moved his “bid” to a competitive level and executed market purchases of the stock sufficient to cover his short positions. During this latter stage, his “ask” quotes were typically away from the “inside” and not competitive with other market quotes, minimizing the possibility that he would sell additional stock and increase his diminishing short position. After fully covering his short position, he exited the market of the security. His trading in each security was brief, typically only a few trading days. By starting out as a net seller of the promoted stocks, accumulating his short position, and then buying to cover the stock he shorted, Kerrigone effectively piggy-backed the trajectory of potential “pump and dump” schemes to sell stock to the public while it was artificially inflated.

Kerrigone and his superiors at Wilson-Davis knew that Regulation SHO generally required a seller to borrow a security before selling the security short. But the Firm made no effort to do so before Kerrigone’s short selling. Instead, the Firm assumed that its trading fell within an exemption to the borrow requirement provided to Firms who engage in “bona-fide market making.” Kerrigone’s strategy was lucrative for both himself and Wilson-Davis. Kerrigone, who worked on a commission based on his trading profits, made in excess of $15 million between 2011 and 2013. During this time the Firm similarly made “tens of millions of dollars in profit.” The strategy is illustrated by Kerrigone’s trading in four penny stocks—Preventia, Inc. (“PVTA”), PM&E, Inc. (PMEA”), China Teletech Holdings (“CNCT”), and Lot 78, Inc. (“LOTE”).

My previous blog post about the SEC fine against Wilson-Davis for Reg SHO violations covers most of what FINRA alleges in this decision. More interesting is the description of the short squeeze in LOTE (Lot 78 Inc).

The decision describes Kerrigone’s trading in LOTE:

Like the other companies, Lot 78 was a penny stock whose market saw little or no activity before Kerrigone decided to trade the stock. Kerrigone began trading in LOTE on April 24, 2013. Unlike the other stocks, Kerrigone’s trading did not start immediately after promotional activity—instead, the promotion began on March 10, 2013, more than a month before Wilson-Davis entered the market. Kerrigone’s trading varied slightly from his typical pattern. He briefly accumulated a long position by purchasing LOTE stock at the market open on April 24, before changing direction less than an hour later placing a sale transaction of more than 1.1 million shares, resulting in a net short position of approximately 476,000 shares.

Similar to the other stocks, Wilson-Davis did not borrow the securities it sold short. Kerrigone continued to increase his short position to approximately 1 million shares by the end of the trading day.95 Kerrigone’s last purchase of the day was at a price of $2.45 per share. The next day, Kerrigone began purchasing stock to cover his short position, but found that unlike the price trajectory of the other stocks, the price of LOTE continued to increase.

After a single purchase of 256,878 shares at $3.34 per share, Kerrigone stopped making substantial efforts to cover and traded in only small volumes of LOTE as the stock price continued to rise throughout the day. Kerrigone’s last trade of the day was at $4.05 per share. Despite the fact that Kerrigone’s net short position decreased by approximately 250,000 shares as a result of his purchase, the value of his outstanding LOTE short position increased from approximately $2.4 million to $2.9 million as a result of the rising price of the stock.

On the third day after Kerrigone entered the market, the price of LOTE continued to rise. That morning, Kerrigone purchased another 199,132 shares to reduce his short position to approximately 544,576 shares, this time at a price of $4.81 per share. Kerrigone again traded only small volumes of the stock, with his last trade of the day at $6.05 per share. Despite the fact that his short position was again reduced, the increased share price meant that the value of the outstanding position that Kerrigone still needed to cover had increased to over $3.2 million.

Despite the rising price of LOTE, Firm policy required Kerrigone to cover his short position quickly. Kerrigone finally covered his net short position on the fourth trading day. He did so by executing a purchase of 545,388 shares at a price of $7.89 per share. After that fourth day, Kerrigone never traded in LOTE again. In total, Kerrigone executed at least 102 trades in LOTE during his trading, including 51 short sales.109 Because LOTE’s stock price did not follow Kerrigone’s anticipated trajectory and he had to purchase his covering shares at prices substantially higher than where he shorted, his trading in the stock resulted in a loss to WilsonDavis of more than $4.2 million.

Shortly thereafter, Wilson-Davis required Kerrigone to reimburse the Firm for its LOTE losses, and asked him to leave the Firm.

Kerrigone’s posted market maker quotations for LOTE during the period of his trading were once again more consistent with his effort to execute his trading strategy than actually providing general liquidity to the market as a market maker. During the early part of the trading when Kerrigone was accumulating his short position, Wilson-Davis’ posted bid was significantly away from the inside bid (82 percent of the time), ensuring that his bid would usually not result in market purchases. Indeed, even when Kerrigone purchased a large quantity of stock before building his short position, he did so by initiating transactions with other brokers at prices higher than Wilson-Davis’ own quoted bid price.

Later, when Kerrigone was attempting to cover, he ensured that Wilson-Davis’ posted sell quotes would not increase his short position by moving those posted quotes to levels significantly away from the inside ask (approximately 55 percent of the time). Moreover, during this later period, Wilson-Davis’ posted bid quotes were also almost always significantly away from the inside bid (approximately 92 percent of the time), as Kerrigone sought to avoid buying as well in light of the increasing price of LOTE stock, providing little liquidity to the market in either direction.

This provides clarity about a short squeeze that traders at the time saw happen in real time. As the decision states, “He briefly accumulated a long position by purchasing LOTE stock at the market open on April 24, before changing direction less than an hour later placing a sale transaction of more than 1.1 million shares, resulting in a net short position of approximately 476,000 shares.” As I remember it (I was trading the stock at the time although in very small size), the full size of that sell order was shown to the market. After the price of the stock declined in reaction to the large sell order, the order was filled completely and the stock quickly bounced. The trading and short squeeze in LOTE was first reported by Promotion Stock Secrets.

According to FINRA Brokercheck, Anthony Kerrigone is no longer employed by BMA Securities; his last day there was reportedly April 9, 2018. He is not currently registered as a broker.

Disclaimer. No position in any stock mentioned and I have no relationship with anyone mentioned in this post except that I am a subscriber to Promotion Stock Secrets and have been for a few years. 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.

UMF Group (UMFG) Pump and dump appears over

I apologize to my dear readers: I have not had much time for blogging recently. Unfortunately that has led to me failing to blog about several interesting stock promotions and a couple stories that are very interesting and inflammatory that require a lot of work. One recent pump and dump that did surprisingly well is UMF Group (UMFG).

As you can see from the chart there were two separate pump phases of UMFG. The first pump was accompanied by emails and a landing page at http://dailystocktraders.com/UMFG2/ (that page has since been removed). Thanks to Tim Lento for blogging about the pump and capturing an image of the first pump page (click below to enlarge). Make sure to follow Tim’s blog. The second phase of the promotion (after the landing page was removed and unaccompanied by any emails that I received) was in January and impressively resulted in the stock breaking out to new highs before crashing again. Perhaps UMFG was promoted by a boiler room in January?

As is common with promoted stocks that slowly uptick for many days in a row, I see a very strong probability (>95%) that the stock was manipulated and I could even describe how.

Disclosed budget: not mentioned
Promoter:  DailyStockTraders.com
Paying party: not mentioned
Shares outstanding: 121,221,878
Previous closing price: $0.556
Market capitalization: $67 million

 

Disclaimer. No position in any stock mentioned and I have no relationship with anyone mentioned in this post. 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.