FINRA fined and suspended Steven Quoy, of Spencer Edwards, Inc. in Centennial, Colorado, for distributing issuer-prepared sales materials to potential customers that were misleading, omitted material information that caused them to be misleading, or otherwise failed to provide a fair and balanced portrayal of information.
The sanctions pertain to a digital signage advertising network called Digi Outdoor Media, Inc. ("DOM"), which retained the Colorado-based Spencer Edwards for a private placement and $1 million convertible promissory notes offering.
In a separate action dated November 28, 2017, prosecutors in the US District Court's Northern District of California indicted Donald MacCord and Shannon Doyle for conspiracy to commit wire fraud regarding Digi Outdoor Media, Inc., a Nevada corporation in the business of obtaining leases for and installing indoor and outdoor digital advertising signs. MacCord was Digi's CEO and Doyle was the CFO. Digi eventually merged with an entity called Placer Creek Mining Company as part of the fundraising effort.
Additional entities named in the Department of Justice indictment include Spencer Edwards as the firm retained by Digi Outdoor Media to raise funds via a private placement offering, Branded Cities Network, LLC as an advertising firm Digi contacted regarding signage, Hartley Moore Accountancy Corp as Digi's accounting firm, and Dropbox, through which Digi shared files.
In citing Quoy for distributing misleading material, FINRA referred to a PowerPoint presentation purportedly distributed by Quoy stating that DOM had secured sites for its signage by lease agreements, that the sites were "committed and ready" pending funding, that protected leases were in place, and that "all lease contracts have at least a 10-year lifespan" with renewal options.
Investigators called these statements misleading because DOM had no leases in place, a fact FINRA said Quoy had reason to know. Furthermore, the DOJ indictment states that Spencer Edwards submitted false and forged leases to FINRA in connection with FINRA's investigation.
For instance, Digi's claim that, "over 70 sites committed and ready for digital sign program once funding is complete" was also misleading because there were not 70 committed sites in place.
FINRA found that the private placement's risk disclosures section similarly omitted or misled investors and failed to mention DOM's officers' significant prior securities fraud litigation, judgments, and liens.
Don MacCord's financial history includes passing a bad check at a Las Vegas casino, incurring a state tax lien, foreclosure, breach of contract and lease, according to court records in California, Maryland, Nevada, and Washington state. In 2010, a King County (Washington) lawsuit filed against MacCord alleged that he and his company, Fourpoints Communications, fraudulently misled investors and misappropriated hundreds of thousands of dollars for personal use.
If you have invested with Spencer Edwards, Inc. or firm principal Steven Quoy in Digi Outdoor Media, Inc. or in another private placement offering or promissory note whose sales materials were misleading, omitted material information—such as risk disclosure failures concerning a CEO's troublesome legal past—or whose false or fraudulent advertising or solicitation has proven harmful to your investments or interests, please call The Law Offices of Jonathan W. Evans & Associates at (800) 699-1881 for an investigation and consultation.