NOTE: Stipulations of Fact and Consent to Penalty (SFC); Offers of Settlement (OS); and Letters of Acceptance Waiver, and Consent (AWC) are entered into by Respondents without admitting or denying the allegations, but consent is given to the described sanctions & to the entry of findings. Additionally, for AWCs, if FINRA has reason to believe a violation has occurred and the member or associated person does not dispute the violation, FINRA may prepare and request that the member or associated person execute a letter accepting a finding of violation, consenting to the imposition of sanctions, and agreeing to waive such member's or associated person's right to a hearing before a hearing panel, and any right of appeal to the National Adjudicatory Council, the SEC, and the courts, or to otherwise challenge the validity of the letter, if the letter is accepted. The letter shall describe the act or practice engaged in or omitted, the rule, regulation, or statutory provision violated, and the sanction or sanctions to be imposed.

Premier Group, Inc.
AWC/2008011618101

The Firm acted as the sole placement agent for contingent offerings and failed to ensure proper control of investors’ funds by sending them directly to the issuer, and also neglected to promptly transmit customers’ checks.

Further, the firm failed to

• meet the minimum contingency by a contingent offering’s termination date,
• break escrow for a contingent offering until after the termination date,
• amend the offering and offer each investor rescission or reconfirmation to continue with the offering, thereby willfully violating SEC Rule 17a-3(a)(2) and NASD Rule 2110,
• book liabilities associated with its expense sharing agreement,
• enter into an adequate expense sharing agreement with its affiliate, and
• properly accrue liabilities, so it operated in net capital deficiency.

Premier Group, Inc. : Censured; Fined $12,500

Tags: Escrow  Contingency Offering