HARRISBURG, Pa., June 4, 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 Curing Capital, Inc. (Curing), an entity, and Michael Dion (Dion), an individual, both with an address in Norcross, Georgia. Curing was purportedly an "Investment Capital" and "Venture Capital" company with a website at www.curingcapital.com (Website). Dion was the chief executive officer of Curing.
In or about March 2012, at least one Pennsylvania Resident (PA Resident) viewed the Website, which stated that Curing is an "Investment Capital" and "Venture Capital" company which "represents" a number of "private companies" (Companies). The Website further directs that interested investors could obtain more detailed information about these Companies by completing a contact form. At least one PA Resident completed the form and sent an e-mail to Curing requesting additional information about investing in several of the Companies on the Website.
In response, the PA Resident received multiple e-mail responses from Dion which included executive summaries for various Companies issuing securities represented by Curing contained on the Website. In one of the e-mail responses to the PA Resident, Dion wrote, "I see big things for this project and a huge upside for the investor."
In or about April 2012, Dion sent the PA Resident a private placement memorandum for one of the Companies issuing securities on the Website, and the PA Resident spoke with Dion on the telephone. Dion offered the PA Resident employment as an "independent consultant" for Curing. Dion told the PA Resident that the PA Resident would promote the companies that Curing represents and earn compensation if the PA Resident was successful in finding investors to invest in the Companies represented by Curing. The PA Resident received an "independent contractor agreement" (Contract) from Dion which includes terms under which the PA Resident would be paid compensation based upon the completion of sales of securities to the Companies "represented" by Curing. Specifically, the Contract states that the PA Resident would be performing consultant work for Curing in "sales services and other related activities" and that if the PA Resident "refers and finds a funder who ultimately finances" an issuer represented by Curing, the PA Resident is entitled to 50% of all fees received from that issuer that are received by Curing.
Curing has entered into agreements with at least one issuer that it represents which sets forth the compensation Curing will receive for the successful solicitation of investors for that issuer. The amount of such compensation depends on the amount of securities purchased by investors solicited by Curing.
Curing is neither registered nor exempt from registration as a broker dealer; Dion is neither registered nor exempt from registration as an agent. The Commission ordered Curing Capital, Inc. and Michael Dion to immediately Cease and Desist from violating the 1972 Act, in particular Section 301 thereof.
Any further solicitations or sales made by Curing, Dion, or their affiliates in Pennsylvania will constitute further violations of the 1972 Act. Any person who is solicited by or has information about Curing or Dion 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.
Contact: Jill D. Helbling, Assistant Director,
Division of Enforcement,
Litigation & Compliance
SOURCE Pennsylvania Securities Commission (PSC)