U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22448 / August 14, 2012
Securities and Exchange Commission v. Petro-Suisse Ltd. and Mark Gasarch, 12-CV-6221 (S.D.N.Y., Complaint filed August 14, 2012)
SEC CHARGES PETRO-SUISSE LTD. AND MARK GASARCH WITH OFFERING FRAUD
The Securities and Exchange Commission announced today that on August 14, 2012, it filed a civil injunctive action in the United States District Court for the Southern District of New York charging Petro-Suisse Ltd. (“Petro-Suisse”) and Mark Gasarch (“Gasarch”) with offering fraud.
The Commission’s complaint alleges that between 2003 and 2006, in connection with the purchase and sale of 21 limited partnership interests offered by Petro-Suisse to finance the drilling of oil wells in Trinidad, Gasarch, Petro-Suisse’s Director, Treasurer, and legal counsel, drafted 21 private placements memorandums (“PPMs”) that contained materially false and misleading information. Specifically, the PPMs stated that Petro-Suisse or an affiliate, as general partner of the 21 limited partnership offerings, would cause each of the 21 partnerships to enter into written agreements to finance the drilling of oil wells in Trinidad for which the partnerships would receive contractual rights to receive returns measured by the net revenues of the wells drilled and payable out of those revenues. The PPMs contained materially false and misleading information because the partnerships never entered into any such written agreements.
Without admitting or denying the allegations in the complaint, Petro-Suisse consented to the entry of a proposed Final Judgment enjoining it from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Gasarch consented to the entry of a proposed Final Judgment enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The proposed Final Judgments also orders Gasarch and Petro-Suisse jointly and severally liable to pay $8,370,000 in disgorgement, deemed satisfied by the previous payments made by Petro-Suisse to the limited partnership investors, and for Gasarch to pay a $130,000 civil penalty. The proposed settlements are subject to the approval of the district court.