U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22814 / September 26, 2013
Securities and Exchange Commission v. Advanced Equity Partners, LLC, Premiere Consulting, LLC, Peter Kirschner and Stuart Rubens, Civil Action No. 0:13-cv-62100-RSR (S.D. F.L.)
SEC Charges Peter Kirschner, Stuart Rubens, Advanced Equity Partners and Premiere Consulting with Fraud and Registration Violations
The Securities and Exchange Commission (Commission) announced today that on September 26, 2013, it filed a civil action in the U.S. District Court for the Southern District of Florida charging Peter Kirschner, a recidivist securities violator, his business partner Stuart Rubens, and their companies Advanced Equity Partners, LLC, (Advanced Equity), and Premiere Consulting, LCC (Premiere) for violating the registration and anti-fraud provisions of the federal securities laws in connection with a stock offering of Thought Development, Inc. (TDI). TDI claims to have developed a laser-line system designed to mark first downs in professional and collegiate football games by generating a line on the field visible in the stadium to players and fans and on television.
According to the SEC’s complaint, Kirschner and Rubens and their companies directly and through the services of sales agents they hired offered and or sold unregistered TDI stock to approximately 200 investors located throughout the United States, most of whom were senior citizens. From no later than July 2011 until at least November 2012, Kirschner and Rubens and their sales agents raised approximately $2.4 million from investors.
The complaint also alleges that Kirschner, Rubens and their sales agents lured investors by making several material misrepresentations and omissions, including failing to disclose that they retained or paid their sales agents commissions and other fees of at least 75% of the offering proceedings, and, on some occasions, their sales agents misrepresented the status of negotiations with the National Football League and the use of the technology by certain teams and stadiums, or in the 2013 Super Bowl.
After learning about the undisclosed commissions and misrepresentations, TDI terminated its relationship with Kirschner and Rubens’ company Premiere. Despite this, Kirschner, Rubens, and their sales agents continued soliciting investors of purported stock on behalf of their new company, Advanced Equity. They told investors the same misrepresentations they used earlier and generated false trade documents to dupe investors into believing they had purchased shares of TDI, when in fact they had not. Not only did these investors fail to receive TDI stock certificates, but Kirschner and Rubens used nearly all of investor funds for personal use and to pay their sales agents.
The complaint charges Advanced Equity, Premiere, Kirschner and Rubens with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Without admitting or denying the allegations, the defendants offered to settle all charges and agree to full injunctive relief with disgorgement, pre-judgment interest and civil penalties to be determined later by the court. Kirschner and Rubens also agreed to penny stock bars.
The SEC’s investigation, which is continuing, has been conducted by Kevin B. Hart and Fernando Torres in the Miami office, and supervised by Jason R. Berkowitz. The investigation followed an examination conducted by Anson Kwong under the supervision of Nicholas A. Monaco and the oversight of John C. Mattimore