U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Washington, D.C.

Litigation Release No. 15901 / September 24, 1998

SECURITIES AND EXCHANGE COMMISSION v. MICHAEL HALL, ET AL., Civil Action No. 98-WM-2053 (D.Colo. September 23, 1998).

SEC Sues Publishers of Newsletter

The Securities and Exchange Commission today announced the filing of a civil action involving a fraudulent touting scheme engaged in by Michael St. John Hall, Kathleen Bradford Hall, and the Arrowhead Financial Group, Inc., publishers of the Arrowhead Financial Growth Newsletter ("Arrowhead Newsletter"). The Complaint alleges that the Halls accepted cash and stock payments from issuers of microcap and smallcap securities in exchange for favorable reviews in their purportedly independent newsletter.

The Commission’s Complaint, filed in the United States District Court for the District of Colorado, alleges that, from June 1996 though July 1997, the Halls, through their company, Arrowhead, wrote, published and distributed the Arrowhead Newsletter, ("Arrowhead Newsletter")and mailed it to as many as 60,000 investors a month.The n The Arrowhead Newsletter touted the stocks of a total of 50 microcap and smallcap issuers who paid total consideration of almost $400,000 in stock and cash to the Halls for this service. The Complaint further alleges that Each of the 11 newsletterseach of the 11 issues of the Arrowhead Newsletter failed to disclose, or disclosed inade inadequately, that the Halls had received consideration in exchange for promoting the featured securities, under Section 17(b) of the Securities Act. Further, the Halls violated Section 10(b) of the Exchange Act by presenting the Arrowhead Newsletter as an objective research report drafted by qualified analysts, when, in fact, the newsletter was simply a paid tout sheet.

2. securities, in violation of the anti-touting provisions of the federal securities laws, specifically Section 17(b) of the Securities Act of 1933. Section 17(b) requires that whoever gives publicity to a security in return for compensation from an issuer or underwriter must disclose the receipt and the amount of the compensation. In addition, the Complaint alleges that the Halls knowingly or recklessly misrepresented the Arrowhead Newsletter to its subscribers and other investors to be an objective research report written by qualified analysts, when, in fact, the newsletter was simply a paid tout sheet, in violation of the anti-fraud provisions of the federal securities laws, specifically Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

The Commission’s Complaint seeks an injunction against the Halls and Arrowhead to prevent further violations of the federal securities laws, disgorgement of the undisclosed compensation, prejudgment interest, and civil penalties.