April 25, 2012

Texas Broker-Dealer Pinnacle Partners Financial is Expelled by FINRA Hearing Officer Over Allegedly Fraudulent Sales of Unregistered Securities and Private Placements of Oil and Gas

In a default decision, San Antonio broker-dealer Pinnacle Partners Financial, Corp. has been expelled by a FINRA hearing officer for Texas securities fraud. The company’s president Brian Alfaro has also been barred. The financial firm and its head are accused of running a boiler room, engaging in the fraudulent selling of unregistered securities and private placements for gas and oil, and making numerous misrepresentations related to these investments. Alfaro is also accused of taking some of the investors’ money to pay for personal spending and unrelated business costs. The default decision was issued after Alfaro failed to show up at the FINRA panel hearing.

It was a year ago that FINRA issued an indefinite suspension against Alfaro and Pinnacle for not complying with a temporary order to cease and desist from making fraudulent misrepresentations. The two parties, however, allegedly kept making them, in addition to omissions related to the sale and offering of specific oil and gas joint interests.

According to the hearing officer, the Texas securities firm and its president operated the boiler room between August 2008 and March 2011. 10 brokers made cold calls numbering in the thousands to draw in investors for drilling investments involving gas and oil that was controlled or owned by Alfaro. They were able to get over 100 investors to put in more than $10 million.

Allegedly, between January 2009 and March 2011, Alfaro misused some of these monies, which investors thought were going toward well production and drilling, to cover some of his personal spending and other businesses. The misrepresentations and omissions that they are accused of purposely making in numerous private placements about a number of matters, include those involving inflated natural gas prices, cash flow, gross returns, and projected returns for natural gas. For example, they allegedly gave out a document claiming that over $14 million had been distributed to investors when, in fact, that figure was closer to under $1.5 million. Alfaro and Pinnacle also supposedly got rid of unfavorable, key information from well operator reports and gave investors maps that didn’t show undesirable wells that were located close to sites where drilling was supposed to take place.

To make restitution, Pinnacle and Alfaro will have to rescind the contracts of those that invested in the fraudulent offerings. They also must pay back the sales commission to clients who don’t ask for rescission.

FINRA Hearing Officer Expels Pinnacle Partners Financial Corp. and Bars President for Fraud, MarketWatch, April 25, 2012

Texas broker-dealer expelled by FINRA hearing officer, Reuters, April 25, 2012


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Texas Securities Fraud: State Law Class Action in R. Allen Stanford’s Ponzi Scam Not Barred by SLUSA, Stockbroker Fraud Blog, March 20, 2012

Three Oil Service Executives Face SEC Charges in Texas Court For Allegedly Bribing Nigerian Customs Officials, Stockbroker Fraud Blog, March 22, 2012

Continue reading "Texas Broker-Dealer Pinnacle Partners Financial is Expelled by FINRA Hearing Officer Over Allegedly Fraudulent Sales of Unregistered Securities and Private Placements of Oil and Gas" »

October 27, 2011

Boogie Investment Group Inc. Fails Because of Fraudulent Private Placements by Provident Royalties LLC and Medical Capital Holdings Inc.

Boogie Investment Group Inc. has submitted its withdrawal request to the Financial Industry Regulatory Authority. The small broker-dealer is the 20th financial firm that sold Provident Royalties private placements to either leave the brokerage business or announce its intentions to depart. According to Investment News, that’s nearly 40% of independent broker-dealers. Just this year alone, 11 broker-dealers that sold the private placements closed shop. Provident’s bankruptcy receiver reports on its Web site that 52 broker-dealers sold the shares.

Boogie sold about $410K in private placements. Its revenue at the end of the fiscal year was $422K—a definite reduction from the $1.2M of three years back. One of the reasons Boogie decided to bow out of the industry is because of the litigation expenses stemming from the failed private placements. Not only is Boogie contending with a class action lawsuit, but also, it is faced with a securities case filed by investors that purchased Provident's Shale Royalties products and other arbitration cases not related to Provident private placements.

The Financial Industry Regulatory Authority has been tough on the financial firms and individuals that sold interests in private placements while allegedly failing to thoroughly investigate these products or even have reasonable grounds to believe that placements were suitable for clients. The failure to do the appropriate due diligence resulted in the firms being unable to know what were the risks involved. FINRA also says that the principals it has sanctioned lacked a reasonable basis for allowing their financial firms’ registered representatives to keep selling the offerings.

Other broker-dealers that are now out of business or plan to close after selling Provident offerings:
• Workman Securities Corp.
• Harrison Douglas Inc.
• Investlinc Securities LLC/Meadowbrook Securities LLC
• WFP Securities Corp.
• QA3 Financial Corp.
• Securities Network LLC
• Asset Management Strategies LLC
• Okoboji Financial Services Inc.
• Matheson Securities LLC
• Main Street Securities LLC
• United Equity Securities LLC
• CapWest Securities Inc.
• Private Asset Group Inc.
• Community Banker Securities LLC
• E-Planning Securities Inc.
• Empire Financial Group Inc.
• GunnAllen Financial Inc.
• Barron Moore Inc.
• Jesup & Lamont Securities Corp.

The Securities and Exchange Commission has charged Provident and Medical Capital Holdings with securities fraud. The two private placement issuers made about $2.7 billion through pushing these offering through a number of independent broker-dealers. This eventually resulted in huge losses for investors.

For instance, after broker-dealer Securities America sold about $700 million in Medical Capital notes, the investors in these private placements would go on to lose over $1 billion even though the notes were touted as low risk. Meantime, between 2001 and 2009 MedCap raised about $2.2 billion from more than 20,000 investors through several private placement offerings of promissory notes.

Our securities fraud attorneys have been investigating claims for clients that purchased private placement units.

And another broker-dealer bites the dust, Investment News, October 23, 2011

FINRA Sanctions Two Firms and Seven Individuals for Selling Private Placements Without Conducting a Reasonable Investigation, FINRA, April 7, 2011

Shepherd Smith Edwards & Kantas LLP Investigates Claims for Clients of Various Brokerage Firms in Connection with the Sale of Private Placement Units in Provident Royalties, LLC, Globenewswire, July 28, 2009


More Blog Posts:

FINRA Wants Brokers Selling Regulation D Private Placements to Take Part in Tougher Due Diligence Process, Stockbroker Fraud Blog, June 7, 2011

National Securities Corp., Independent Financial Group LLC, & Centaurus Financial Inc. among broker-dealers sought by Massachusetts securities regulators over private placements, Stockbroker Fraud Blog, April 19, 2010

SEC to Propose Rule Banning “Felons and Bad Actors” From Involvement in Private Offerings, Institutional Investor Securities Blog, May 29, 2011

June 7, 2011

FINRA Wants Brokers Selling Regulation D Private Placements to Take Part in Tougher Due Diligence Process

The Financial Industry Regulatory Authority is calling on broker-dealers that sell high-risk Regulation D private placements to step up their due diligence efforts, including “pushing and pulling” for information about the financial products. FINRA chief executive and chairman Robert Ketchum says that although granted, levels of due diligence will not be the same for each deal, broker-dealers still need to play an active role when examining a Reg D offering.

Due diligence related to the sale of private placements has become a focus of attention since the Provide Royalties LLC and Medical Capital Holdings Inc. deals collapsed and the Securities and Exchange Commission charged them with fraud. With both deals, many of the broker-dealers that sold them depended on third-party firms to write the due diligence reports about the offerings. Yet, despite not doing any due diligence of their own, these broker-dealers still received a 1% “due-diligence fee” as part of the sale.

Ketchum says that attending a “canned information session” or just reading a document is not enough when part of one’s job is to actively sell or offer advice about private placements. He even suggested that in certain instances, such as when selling gas and oil well partnerships, broker-dealers should visit some of the key production areas.

Regulation D Private Placements
Regulation D Private Placements are usually sold to “accredited” investors” and a limited number of non-accredited investors. In addition to investigating Regulation D private placements before selling them, a broker-dealer must have reasonable grounds to believe that the investment is suitable for each customer and that each client fully comprehends the risks involved in investing.

Related Web Resources:

Finra's Ketchum: B-Ds must ‘push and pull' for Reg D details, Investment News, June 8, 2011

FINRA Sets Regulatory Guidance for Investigating Private Placements, FINRA, April 20, 2010

More Blog Posts:
Ameriprise to Sell Securities America Even as it Finalizes Securities Settlement with Investors of Medical Capital Holdings and Provident Royalties Private Placements, Stockbroker Fraud Blog, April 26, 2011

Provident Royalties Faces $485 Million Texas Securities Fraud, Says SEC, Stockbroker Fraud Blog, July 26, 2009

Continue reading "FINRA Wants Brokers Selling Regulation D Private Placements to Take Part in Tougher Due Diligence Process " »

April 19, 2010

National Securities Corp., Independent Financial Group LLC, & Centaurus Financial Inc. among broker-dealers sought by Massachusetts securities regulators over private placements

The Massachusetts Securities Division is requesting information from six broker-dealers regarding the sales of two private-placements that were marketed by Provident Royalties, LLC and Medical Capital Holdings Inc. The investment firms that have been subpoenaed are Centaurus Financial Inc., Investors Capital Corp., Independent Financial Group LLC, CapWest Securities Inc., National Securities Corp., and QA3 Financial Corp.

According to a statement issued last month by Secretary of the Commonwealth William Galvin, Provident and Medical Capital put forth billions in securities that were purchased from the brokerage firms. Now, the state’s securities regulators want information from the broker-dealers regarding suitability data, due-diligence efforts, and promotional materials involving the private placement sales.

The six broker-dealers have expressed surprise that they received the subpoenas. Financial Group claims that the brokerage firm never approved the sale of any offerings from Provident Royalties or Medical Corp. Centaurus Financial is also claiming that it never approved any offerings that were bought from either company.

Investors Capital’s president and CEO, Tim Murphy, says the broker-dealer has never had a selling agreement with Medical Capital, while CapWest CEO Dale Hall says that the brokerage firm has just one client in Massachusetts. QA3 says that two of its clients in Massachusetts purchased $175,000 in Provident offerings but that the brokerage firm did not sell any Medical Capital offerings to investors in the state.

The Massachusetts Securities Division has been intensifying its efforts to examine private placement sales made by independent broker-dealers. Earlier this year, regulators in the state filed a securities fraud lawsuit against Securities America accusing the broker-dealer of misleading investors that bought risky private placements, which included $7.2 million in promissory notes.

Related Web Resources:
Broker-dealers dumbfounded by private-placement subpoenas, Investment News, March 23, 2010

Massachusetts Securities Division

Continue reading "National Securities Corp., Independent Financial Group LLC, & Centaurus Financial Inc. among broker-dealers sought by Massachusetts securities regulators over private placements" »