SEC Charges California Investment Adviser for Undisclosed Conflicts of Interest Related To Real Estate Ponzi Scheme

Litigation Release No. 25354 / April 1, 2022

Securities and Exchange Commission v. Dow Rockwell LLC and Richard Dow Rockwell,

No. 3:22-cv-02069 (N.D. Cal. filed March 31, 2022)

The Securities and Exchange Commission charged a Marin, California resident and his investment firm for their roles selling securities in Professional Financial Investors, Inc. ("PFI"), a Marin County, California real estate investment and management company that defrauded investors.

The SEC's complaint, filed in the U.S. District Court for the Northern District of California, alleges that from 2017 through 2020, California-registered investment adviser Dow Rockwell LLC, through its sole proprietor, Richard Dow Rockwell, raised approximately $8 million for PFI by selling PFI's securities to their advisory clients. According to the complaint, Rockwell and Dow Rockwell LLC earned approximately $400,000 in referral fees from PFI for soliciting and recommending PFI investments to their clients, and they failed to disclose the compensation they received. The complaint also alleges that Dow Rockwell LLC and Rockwell did not disclose the past criminal conviction of PFI's founder to their clients. The SEC further alleges that during the time Dow Rockwell LLC and Rockwell offered and sold PFI securities, neither was registered as a broker-dealer with the SEC or associated with a broker-dealer.

The SEC's complaint charges Rockwell and Dow Rockwell LLC with violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933, the broker-dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934 and Sections 206(1), 206(2) and 207 of the Investment Advisers Act of 1940. The complaint seeks an order permanently enjoining Rockwell and Dow Rockwell LLC from violating the charged provisions, and requiring them to pay civil penalties and disgorgement of ill-gotten gains with prejudgment interest.

The SEC's investigation was conducted by Mike Foley with the assistance of Brent Smyth, under the supervision of Tracy L. Davis and Monique C. Winkler of the San Francisco Regional Office. The SEC appreciates the assistance of the U.S. Attorney's Office for the Northern District of California and the Federal Bureau of Investigation.