Commission Halts Unregistered Activity of New Hi-Tech Oil & Gas Discoveries, LLC and Dennis W. Stutes
HARRISBURG, Pa., July 13, 2012 /PRNewswire-USNewswire/ — To halt the offer and sale of unregistered securities in Pennsylvania, the Pennsylvania Securities Commission (Commission) issued a Summary Order to Cease and Desist against New Hi-Tech Oil & Gas Discoveries, LLC (New Hi-Tech), an entity, and Dennis W. Stutes, an individual, both with addresses in San Jose, California, Tulsa, Oklahoma, and Bismarck, North Dakota. New Hi-Tech was purportedly in the business of “investing in a diversified portfolio of oil and gas leasehold interest” and was a “production, development, and new drilling stage company.” New Hi-Tech was offering for sale limited liability company membership interests (Interests) in New Hi-Tech.
In or about May 2012, Stutes e-mailed at least one Pennsylvania resident (PA Resident) and offered for sale the Interests. Stutes attached offering materials (Materials), including a Confidential Private Placement Memorandum and Prospective Investor Questionnaire, to the e-mails. The Materials state that New Hi-Tech is a North Dakota limited liability company which purchases oil and gas leasehold interests including those involving Bakken Shale and is planning to engage in “new drilling, and buying fractional working interests in producing leases, and conducting developmental drilling”; that New Hi-Tech is offering for sale a total of 100 Interests at a cost of $250,000 per Interest; and that the total offering amount is $25,000,000. The Materials further state that the minimum purchase required per investor is one quarter of an Interest for a cost of $62,500; that “Management plans to form a new OTC Bulletin Board public company envisioned to help fund and grow [New Hi-Tech] at a faster rate”; and that early investors will get “key bonuses” paid monthly based on “the ratio, or their portion of the total dollars invested with the company or calculated each month.” The Materials continue, stating “First investors will qualify to receive a second bonus involving freely trading OTC Bulletin Board stock”; and that Stutes is the manager of New Hi-Tech and has “complete and exclusive power…to manage and control the business, properties and affairs” of New Hi-Tech.
New Hi-Tech and Stutes failed to disclose the following material facts to the PA Resident, which were necessary to make the statements made, in light of the circumstances under which they were made, not misleading. On or about September 3, 2008, the Hawaii Commissioner of Securities issued a Cease and Desist Order (Hawaii Order) against Stutes for offering and selling unregistered securities in an oil and gas joint venture in violation of Hawaii state securities laws; and that on or about March 28, 2008, the California Department of Corporations issued a Desist and Refrain Order (California Order) against Stutes for the offer and sale of unregistered securities.
The PA Resident had no substantive, pre-existing relationship with New Hi-Tech or Stutes. The PA Resident was not an “accredited investor” under Rule 501 of Regulation D, and did not have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment. The May 2012 e-mails from Stutes do not contain the disclosure set forth in Commission Regulations.
The Commission ordered New Hi-Tech Oil & Gas Discoveries, LLC and Dennis W. Stutes to stop offering and selling the Interests in the Commonwealth of Pennsylvania, in violation of the Pennsylvania Securities Act of 1972, and in particular Sections 201 and 401 thereof.
Any further solicitations or sales of the Interests made by New Hi-Tech, Stutes or their affiliates in Pennsylvania may constitute violations of the 1972 Act. Any person who is solicited by or has information about New Hi-Tech or Stutes is asked to immediately notify the Pennsylvania Securities Commission by calling the toll-free line 800-600-0007 (PA only); in Harrisburg: (717) 787-8061; in Pittsburgh: (412) 565-5083; or, in Philadelphia: (215) 560-2088.
SOURCE Pennsylvania Securities Commission (PSC)