Category Archives: Public Company Compliance

SEC Charges SeeThruEquity With Deceiving Investors in Supposedly Unbiased MicroCap Reports

Yesterday, the Securities and Exchange Commission charged a small and micro-cap stock research firm and its co-founders with defrauding investors by issuing reports purportedly based on “unbiased” and “not paid for” research when in reality they received thousands of dollars from issuers as a condition to providing each report. According to the SEC’s complaint, SeeThruEquity LLC and brothers Ajay and

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Former CEO Barred From Penny Stock Offerings For Stock Manipulation In Attempt To Uplist To Nasdaq

A federal district court in Jacksonville, Florida has barred the former CEO of a Florida-based franchisor of children’s educational programs from serving as an officer or director of a public company and from participating in penny stock offerings. The Securities and Exchange Commission charged Brian Pappas, the former CEO of Creative Learning Corp., in August 2017 with fraud for making

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SEC Obtains Preliminary Injunction in International Microcap Fraud Scheme

The Securities and Exchange Commission has obtained a preliminary injunction and continued asset freeze against two individuals and their companies involved in a scheme that generated more than $165 million of illegal sales of stock in at least 50 microcap companies. The court originally entered a temporary restraining order and asset freeze on October 2, 2018. The preliminary injunction and

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PubCo CEOs And Institutional Investors Sign Updated Common Sense Corporate Governance Principals

A little more than two years ago, a group of prominent CEOs and Institutional Investors published the Commonsense Principles of Corporate Governance. That work represented a collaborative effort – a search for common ground – by representatives of some of America’s largest corporations and institutional investors. The authors said then, and it is no less true today, that the long-term

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Court Enters Final Judgment in Microcap Fraud Case

On October 10, 2018, a U.S. District Court for the Eastern District of New York entered a final judgment on consent against Philip Kueber, who was charged with orchestrating a fraudulent investment scheme using microcap issuer Cynk Technology Corp. The SEC’s complaint, filed July 31, 2015, alleged that Kueber concealed his control of Cynk and its purportedly non-restricted shares through

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Orchestrator of Microcap Fraud Scheme Barred from Penny Stock Offerings

This week, the orchestrator of a microcap fraud scheme who defrauded investors by directing the issuance of false press releases about the microcap company’s prospects and hiding his secret control of the company has been barred by a federal court from participating in penny stock offerings and ordered to pay an $80,000 penalty. In October 2017, the SEC charged John

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SEC Suspends Trading in OTC Company for Making False Cryptocurrency-Related Claims

On Monday, the Securities and Exchange Commission suspended trading in the securities of a company amid questions surrounding its statements about partnering with a claimed SEC-qualified custodian for use with cryptocurrency transactions and a purportedly registered public offering of preferred stock. The SEC’s trading suspension order says that two August 2018 press releases issued by Nevada-based American Retail Group, Inc.

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Attorney and Businessman Barred from Penny Stock Offerings for Engaging in a Microcap Pump-And-Dump Scheme

Yesterday, two South Florida men agreed to lifetime bars from participating in penny stock offerings to settle charges brought by the Securities and Exchange Commission alleging that they facilitated a pump-and-dump scheme involving shares of a Sunrise, Florida company that purported to be in the beauty products business. The SEC alleges that attorney Mark E. Fisher of Boca Raton, Florida

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SEC Obtains Permanent Injunction Against CEO in Penny Stock Fraud Scheme

Last week, the Securities and Exchange Commission obtained a final judgment against the former CEO of a penny stock company, whom the SEC charged with making false and misleading statements in the company’s SEC filings and press releases and with manipulating the company’s stock. The SEC alleged that Andrew J. Kandalepas, the former CEO of Wellness Center USA, Inc., took

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OTC Markets Group Introduces Small Cap Listed Compliance Product

Last week, OTC Markets Group introduced a first of its kind compliance product designed to provide broker-dealers and compliance and risk management teams with an efficient and turnkey data set to standardize the process for evaluating over 1,800 sub $500 million market cap equities listed on a national stock exchange. The new Small Cap Listed Compliance Product allows firms to enhance

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