<p>Offering frauds may be one of the most prevelant schemes at the center of Commission enforcement actions. As we have noted in this space, they are repeatedly brought and unfortunately investors are repeatedly taken-in by them. The only thing that changes from case to case is the basic story used to attract investors to part with their cash and trust someone who may be a stranger or in some instances a believed-to-be friend. The end is virtually the same in each instance – the would-be investment turns out to be a fraud with Defendants taking the investment funds of the investors who end up with nothing from the deal. A recent example of these cases is SEC v. Speers, Civil Action No. 4:23-cv-0095 (N.D. Tx.), filed about two years ago but resolved recently on June 2, 2025. </p>

<p>Named as defendants in this action are: Brady Jack Speers; Chatree Thirason; and Ghap, LLC d/b/a Blue Star Texas. Mr. Speers was previously enjoined in a Commission action by the court involved here. See SEC v. Novinger, Case No. 415-cv-00358-O (N.D.Tex.); subsequently Mr. Speers filed for bankruptcy. Defendant Chatree “Ben” Thiranon is the co-manager of defendant GHAP, LLC or Blue Star, also a defendant. He co-manages the firm along with Mr. Speers. </p>

<p>Over a five-year period, beginning in April 2017, according to the complaint, Defendants raised about $8 million from 40 investors. The investment was residential real estate. Defendants ensured investors that that their funds would be used to purchase, renovate and market residential properties. Profits were to be earned through promissory notes that carried high monthly or annual interest rates. Investors were also promised the quick return of their principal. </p>

<p>In spinning their sales pitch/story to investors, the investors were assured of certain key points. Those included a claim that investor funds would be used for the acquisitions of the properties; that those funds would be put into certain specific properties; and a claim that the investor funds were secured by specific properties. </p>

<p>Unfortunately, Defendants’ representations were false. For example, less than half of the investor funds were used to acquire the properties. In fact, Defendants frequently rolled over investments from one property to another without authorization. Indeed, in several cases Defendants never held title to the properties. And, Defendants failed to disclose that Mr. Speers had violated the federal securities laws in the past and suffered through multiple personal bankruptcies. The Commission’s complaint alleges violations of Securities Act Sections 5(a), 5(c) and 17(a) and Exchange Act Section 10(b) and Rule 10b-5. </p>

<p>Defendants resolved the action. Defendants Speers and Blue Star agreed to pay, jointly and severally, disgorgement of $2,506,301 plus prejudgment interest of $240,320.82. Defendant Thiranon agreed to pay disgorgement of $415,723 and a penalty of $230,464. Blue Star will pay a penalty of $1,152,314. In addition, Defendants each agreed to be enjoined from future violations of the Exchange Act provisions and Securities Act Sections cited in the complaint. In addition, the court reiterated injunctive relief entered earlier in the proceedings that permanently enjoined Speers, Thiranon and Blue Star from future violations of the Exchange Act and Securities Act Sections cited in the complaint. In addition, the court entered an order that precludes Defendants Speers and Thiranon from purchasing or selling any security in the future except for their own account. See Lit. Rel. No. 26324 (June 12, 2024). </p>

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<p>There seems to be little doubt that the current administration in Washington is impacting the SEC as well as many other government offices and agencies. While in theory the Commission is an independent regulatory agency, the recent testimony of its Chair seemed to leave little doubt that he was following a path created by the President. At the same time core matters like investigating and prosecuting insider trading should not be impacted by the political matters that swirl about the capitol as illustrated by its most recent insider trading case. See SEC v. Brewer, Civil Action No. 1:20 -cv-06175 (S.D.N.Y.).</p>

<p>Defendant Jack Brewer was the CEO and portfolio manager of registered investment adviser, Brewer Capital Management. He was also the CEO, president and president and owner of a related consulting firm, Brewer Group, Inc. </p>

<p>Defendant Brewer is alleged to have obtained inside information about the plans of COPsync Inc., a microcap company that operated a communication network for law enforcement officials. That firm planned to do a stock offering. Mr. Brewer participated in that offering, providing consulting services. The offering contained a clause that precluded Mr. Brewer from trading in the shares of that firm. The agreement also required him to maintain the confidentiality of the offering and not use information about the transaction for his benefit. </p>

<p>Nevertheless, Mr. Brewer sold over $100,000 of COPsync stock in advance of an announcement that caused its share price to fall. As a result, he had a profit of more than $35,000 than he would have otherwise had on their sale absent the inside information he held. The Commission prevailed in a motion for summary judgement against Mr. Brewer for trading on inside information. The case is still being litigated. See Lit. Rel. No. 26322 (June 10, 2025). </p>

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