SEC Institutes Enforcement Action Alleging Broker-Dealer and Its Principal Aided and Abetted Pump-and-Dump Scheme and Failed to File Suspicious Activity Reports Required by Bank Secrecy Act
FOR IMMEDIATE RELEASE
Washington, D.C., April 11, 2007 - The Securities and Exchange Commission today announced the institution of administrative and cease-and-desist proceedings against Winter Park, Fla.-based Park Financial Group, Inc. and its principal, Gordon Cantley. In the Order Instituting Proceedings, the Division of Enforcement alleges that Park and Cantley aided and abetted and caused a pump-and-dump scheme involving the securities of Spear & Jackson, Inc. and failed to file Suspicious Activity Reports (SARs) reporting suspicious transactions, in violation of the firm's record-keeping obligations.
The Commission has already obtained injunctive relief against Dennis P. Crowley, the former chief executive officer of Spear & Jackson, for violations of the antifraud, registration and reporting provisions of the federal securities laws in connection with his role in the pump-and-dump scheme. See Litigation Release 19072, Feb. 10, 2005 (http://www.sec.gov/litigation/litreleases/lr19072.htm).
The Order alleges that between February 2002 and July 2003, Park, a registered broker-dealer with a disciplinary history, and Cantley executed numerous trades in Spear & Jackson stock, despite obvious red flags, for three companies located in the British Virgin Islands (BVI Companies), which Crowley secretly controlled. Specifically, on several occasions, Crowley gave Park and Cantley sell orders for the BVI Companies' accounts. Park and Cantley filled these orders even though each of these foreign-based accounts, which were rare for Park, required the written approval of at least two authorized individuals before any transaction could occur, and Crowley was not an authorized signatory. Moreover, Park and Cantley executed Crowley's trades knowing that he was the chief executive officer of Spear & Jackson and that the BVI Companies' accounts traded exclusively in Spear & Jackson stock, often buying and selling shares on a daily basis. Park and Cantley also knew that the BVI Companies were transferring large amounts of Spear & Jackson stock to a stock promoter, which was actively promoting Spear & Jackson, and Spear & Jackson's stock price was sharply increasing. During the relevant time period, Park and Cantley executed more than 200 trades in Spear & Jackson stock for the BVI Companies' accounts, which generated approximately $2.5 million in proceeds.
The Commission's Order also alleges that Park failed to report suspicious transactions in Spear & Jackson stock by filing SARs with the Financial Crimes Enforcement Network as required by regulations implementing the Bank Secrecy Act, which was amended by the USA Patriot Act and became effective Dec. 31, 2002. This is the first Commission enforcement action alleging violations due to a broker-dealer's failure to file a SAR.
Linda Chatman Thomsen, Director of the Division of Enforcement, said, "The Commission's examination program has for several years highlighted the importance of anti-money laundering procedures. A broker-dealer should not be surprised that its failure to file required SARs would lead to an enforcement action."
David Nelson, Director of the SEC's Miami Regional Office, said, "In addition to its anti-money laundering element, this action further emphasizes the Commission's intent to hold all responsible parties liable for their roles in victimizing investors through pump-and-dump schemes."
The proceedings instituted today will determine whether Park and Cantley should be ordered to cease and desist from committing or causing violations of and any future violations of Sections 10(b) and 17(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 17a-8 thereunder. Additionally, the proceedings will determine what, if any, remedial action is appropriate in the public interest against Park pursuant to Section 15(b)(4) of the Exchange Act and against Cantley pursuant to Section 15(b)(6) of the Exchange Act including, but not limited to, disgorgement and civil penalties
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For further information contact:
Associate Regional Director
Miami Regional Office
Regional Trial Counsel
Miami Regional Office
Additional materials: Administrative Proceeding No. 34-55614