UNITED STATES OF AMERICA
In the Matter of
MICHAEL B. RAWDIN, HARD ASSET MANAGEMENT, INC., and DAVID COHEN,
ORDER MAKING FINDINGS AND IMPOSING CEASE-AND-DESIST ORDER AND REMEDIAL SANCTIONS AGAINST MICHAEL B. RAWDIN AND HARD ASSET MANAGEMENT, INC.
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to accept the Offer of Settlement ("Offer") submitted by Michael B. Rawdin ("Rawdin") and Hard Asset Management, Inc. ("Hard Asset") (collectively "Respondents") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for purposes of settlement of these public administrative and cease-and-desist proceedings instituted by the Commission against them on August 20, 2003, pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act").
Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, Respondents consent to entry of this Order Making Findings and Imposing Cease-and-Desist Order and Remedial Sanctions against Michael B. Rawdin and Hard Asset Management, Inc. ("Order").
On the basis of this Order and the Respondents' offer, the Commissions finds that:1
1. Rawdin, 52, resides in Dix Hills, New York. He was the sole officer and director of Hard Asset, a New York corporation.
2. Hard Asset was a New York corporation with its principal place of business in Ellwood, New York. The company ceased operations in approximately July 2002.
3. Starcash, Inc. ("Starcash"), was a Florida corporation based in Boca Raton and Fort Lauderdale, Florida that offered and sold securities to the general public between September 2001 and May 2002, purportedly to operate a payday advance loan business. The Commission sued Starcash, its principal officers and four related corporate entities in United States District Court in May 2002. Under the auspices of the receiver the Court appointed in that civil injunctive action, Starcash filed a voluntary Chapter 11 bankruptcy petition in October 2002.
4. Starcash began marketing its securities to the general public in approximately September 2001 in the form of Accounts Receivable Purchase Agreements. Over the following nine months, Starcash raised between $7 million and $8 million from 500 investors by promising them annual returns ranging from 30 to 42 percent.
5. The company's principal officers and sales agents told investors their money would be used to make payday advances, but in reality the company used less than ten percent of the money raised to make payday advance loans. Much of the rest of the money went to pay commissions of up to 30 percent to sales agents and to generate salaries, commissions and perks such as expensive cars and vacations for Starcash's principal officers.
6. In addition, Starcash distributed offering materials to investors, some of which contained material misrepresentations and omissions. Included in the false statements and omissions were that: 100 percent of the money Starcash raised would be used to make payday advances; investors' funds were secured by accounts receivables from loan customers; and Starcash had retail outlets located around the United States.
7. No registration statement was filed or in effect with the Commission in connection with the securities offered by Starcash.
8. Rawdin, after learning about Starcash from one of Hard Asset's sales agents, executed a seven-page sales agreement with Starcash on behalf of Hard Asset on October 19, 2001.
9. Before signing the agreement, Rawdin spoke to Starcash's president five or six times on the telephone, and met once with her and other Starcash principals for about two hours. Virtually all of the information Rawdin learned about Starcash before agreeing to market its securities came from the company's officers. He made only limited attempts to independently verify information Starcash's officers gave him, such as that the company was licensed as a money lender, and that it was operating in Texas. He did not ask for proof that Starcash was making loans, and did not ask to see any Starcash financial statements.
10. After he started selling Starcash's securities, Rawdin learned of several potential problems with selling its investment, yet continued to market the company to potential investors. For example, he learned that regulators in six states had determined Starcash to be a security and had barred Starcash from offering its investment for sale.
11. In addition, Rawdin later learned that Starcash had no outlets anywhere in the country from which it was making payday loans. He knew Starcash's offering materials touted the company's "many retail outlets" around the country, but never asked Starcash's officers about the discrepancy.
12. Early in 2002, Rawdin began asking Starcash for company financial statements. He was told several times that they were being prepared and would be available shortly, yet he never received them.
13. Finally, Rawdin knew he and other sales agents were taking a cut of investor funds as commissions, but did not tell investors that in spite of the representations in Starcash's brochures that all investor dollars were used to make payday loans.
14. Starcash paid Hard Asset 25 percent, and later 30 percent, of every investor dollar it brought in from October 2001 until Starcash was shut down in May 2002.
15. At no time were Rawdin or Hard Asset registered as broker-dealers.
16. Rawdin has submitted a sworn Statement of Financial Condition dated November 25, 2003 and other evidence, and has asserted his inability to pay a portion of disgorgement plus prejudgment interest and any civil penalty.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondents' Offer.
Accordingly, it is hereby ORDERED that:
A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Rawdin and Hard Asset cease and desist from committing or causing any violations and any future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 promulgated thereunder;
B. Pursuant to Section 15(b)(6) of the Exchange Act, Rawdin and Hard Asset be and hereby are barred from association with any broker or dealer;
C. Any reapplication for association by the Respondents will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondents, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for this Order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for this Order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for this Order;
D. Rawdin and Hard Asset shall pay disgorgement of $89,300 plus prejudgment interest, but that payment of all but $62,439 of that amount is waived based upon Rawdin's sworn representations in his Statement of Financial Condition dated November 25, 2003 and other documents submitted to the Commission;
E. Based upon Rawdin's sworn representations in his Statement of Financial Condition dated November 25, 2003 and other documents submitted to the Commission, the Commission is not imposing a penalty against the Respondents;
F. The Division of Enforcement ("Division") may, at any time following the entry of the Order, petition the Commission to: (1) reopen this matter to consider whether the Respondents provided accurate and complete financial information at the time such representations were made; and (2) seek an order directing payment of disgorgement, pre-judgment interest, and the maximum civil penalty allowable under the law. No other issue shall be considered in connection with this petition other than whether the financial information provided by the Respondents was fraudulent, misleading, inaccurate, or incomplete in any material respect. The Respondents may not, by way of defense to any such petition: (1) contest the findings in the Order; (2) assert that payment of disgorgement, interest and a penalty should not be ordered; (3) contest the amount of disgorgement, interest and penalty to be ordered; or (4) assert any defense to liability or remedy, including, but not limited to, any statute of limitations defense; and
G. Respondents shall, within nine months of the entry of the Order, pay disgorgement and prejudgment interest in the total amount of $62,439 to the United States Treasury as follows: (1) $15,610 shall be due and payable within seven days of the entry of the Order; (2) $15,610 shall be due and payable within three months of the entry of the Order; (3) $15,610 shall be due and payable within six months of the entry of the Order; and (4) $15,609 shall be due and payable within nine months of entry of the Order. All payments shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Registry of the Court of the United States District Court for the Southern District of Florida; (C) mailed or hand-delivered to the Clerk of the District Court for the United States District Court for the Southern District of Florida under cover of a letter that identifies the name and number of this action as well as the following case: Securities and Exchange Commission v. Starcash Inc., et al, Case No. 02-80456-CIV-MIDDLEBROOKS, with copies of said cover letter and money order or check to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312 and to Robert K. Levenson, Esq., Securities and Exchange Commission, 801 Brickell Avenue, Suite 1800, Miami, Florida, 33131. If the Respondents fail to pay any single payment, or part of any single payment, within the precise time specified for such payment above, the installment payment terms of this section shall no longer apply, and the full amount of the Respondents' remaining unpaid disgorgement and prejudgment interest shall be immediately due, owing and payable, plus post-judgment interest on such remaining unpaid amount calculated at the rate of interest set forth in Rule 600(b) of the Commission's Rules of Practice, 17 C.F.R. § 201.600(b), from the date of entry of the Order until such amount is paid in full.
By the Commission.
Jonathan G. Katz
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