SEC Files Fraud Charges Against American Growth Funding II

The Securities and Exchange Commission is pursuing a securities fraud case against American Growth Funding II, LLC. The regulator contends that the company, which raises money for business loans, lied to investors that bought high-yield securities. Also subject to charges is brokerage firm Portfolio Advisors Alliance, Ralph Johnson, Kerri Wasserman, and Howard Allen III.

In its complaint, the regulator said that AGF II sold about $8.6M AGF II units to at least 85 investors through Portfolio Advisers Alliance. The sales occurred in a private placement between 3/11 and 12/13.

However, investors were purportedly not told that AGF II’s principal asset had significantly dropped in value, which lessened the chances that investors would be repaid in full let alone make the12% interest yearly they were promised.

In private placement memoranda that were put out in ’11 and ’12, Johnson is accused of misrepresenting that the lending company’s financial statements had been audited and would continue to be audited periodically. The statements for ’11 and ’12 were not audited until 2014.

The SEC believes that Johnson, who played a central part in preparing the private placement memoranda, knew and acted in reckless disregard and was aware that misrepresentations were made to investors. He also is accused of causing investors to get an email in 2013 that contained false statements noting that an accounting firm was working on an audit, which was not, in fact, the case, and issuing monthly statements that concealed the company’s financial woes. Investors were not made aware that because most of AGF II’s loans were likely uncollectible, the firm wouldn’t be able to pay the account balances that were noted in the statements.

Meantime, Portfolio Advisors Alliance and its owner Howard Allen are accused of falsely representing that AGF II’s financial were being audited. They purportedly continued sending the private placement memoranda to investors to solicit AGF II unit sales but did not let investors know that no audits were performed.

Allen, however, purportedly told the brokerage firm’s president, Kerri Wasserman, about the misrepresentations. The SEC said that Wasserman did not act to stop the firm’s registered representatives from using the memoranda to solicit sales nor did she insist that they make sure that investors were notified that no audits were taking place.

Read the Complaint (PDF)

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