TBG Holdings Corporation, Neil B. Swartz, and Timothy S. Hart, Ted L. Romeo, Vincent J. Caputo, Frank S. Dickerson See also: SEC Complaint - Vincent J. Caputo; SEC Complaint -[...]

The Securities and Exchange Commission today announced charges against TBG Holdings Corporation ("TBG"), its principals Neil B. Swartz and Timothy S. Hart, and sales agents Ted L. Romeo, Vincent J. Caputo, and Frank S. Dickerson alleging registration violations for unlawfully selling shares of health management company MediXall Group, Inc. ("MediXall") to investors.

The SEC's complaints, filed in U.S. District Court for the Southern District of Florida, allege that, from 2018 through March 2020, TBG and its principals, Swartz and Hart, hired and directed a group of unregistered sales agents to solicit investors to purchase shares of MediXall, a microcap company. According to the complaints, TBG and sales agents Romeo, Caputo, and Dickerson advised investors on the merits of the investments, described the offer to purchase the shares as time-sensitive, provided investors with promotional materials, and raised approximately $3 million by selling MediXall stock to more than 200 investors. As alleged, TBG, Hart and Swartz tracked the sales agents' investor solicitations, and paid over $500,000 in commissions to the sales agents for their sales of MediXall stock, even though they were not registered as broker-dealers or associated with registered broker-dealers.

The SEC charged the defendants with violations of the broker-dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934. TBG consented, without admitting or denying the allegations, to an injunction, a $100,000 civil penalty, and a bar for a period of five years from participating in an offering of penny stock. Swartz and Hart each consented, without admitting or denying the allegations, to an injunction, a $50,000 civil penalty, and a bar for a period of five years from participating in an offering of penny stock. Romeo consented, without admitting or denying the allegations, to an injunction, disgorgement of $468,523 with $63,733 in prejudgment interest, a $150,000 civil penalty, and a bar from participating in an offering of penny stock. Dickerson also consented, without admitting or denying the allegations, to an injunction, disgorgement of $25,193 with $3,710 in prejudgment interest, a $25,000 civil penalty, and a bar for a period of three years from participating in an offering of penny stock. The settlements are subject to court approval. In its litigated complaint against Caputo, the SEC is seeking an injunction, a bar from participating in an offering of penny stock, disgorgement and prejudgment interest, and a civil penalty.

The SEC's continuing investigation is being conducted by Michael J. Gonzalez and Hughens Dolisca, with assistance from Mark Dee, and supervised by Jason R. Berkowitz, Fernando Torres, and Glenn S. Gordon in the Miami Regional Office. The SEC's litigation is being led by Christine Nestor, Messrs. Gonzalez and Dolisca, and supervised by Teresa J. Verges.

• SEC Complaint - Vincent J. Caputo
• SEC Complaint - Frank S. Dickerson
• SEC Complaint - Ted L. Romeo
• SEC Complaint - TBG Holdings Corporation