the staff of the Ridgewood blog
River Vale NJ, The New Jersey Bureau of Securities today ordered a Bergen County man and his company to pay a $100,000 civil penalty for selling unregistered fraudulent securities and misusing at least $82,000 of investors’ funds on steak dinners, limousine service, visits to a “gentlemen’s club,” and other personal expenses.
Eric J. Bruno, of River Vale, and his company Mirakill Brands, LLC, (“Mirakill”) misled at least eight investors – including at least seven from New Jersey – into buying unregistered securities in the form of membership interests and warrants to buy membership interests in Mirakill. Bruno represented Mirakill to investors as a start-up business that would be developing an antimicrobial agent for industrial use.
In a Summary Order issued today, Christopher W. Gerold, Chief of the New Jersey Bureau of Securities, found that from at least July 2013 to June 2014, Bruno and Mirakill fraudulently raised approximately $137,000 from investors by falsely claiming that the money they invested would be used to bankroll the Mirakill venture, including securing office space; paying salaries and professional fees; funding research and development; and purchasing production materials and packaging.
“Investors thought they were getting in on the ground floor of a legitimate business venture and that they would profit from its success. Instead their money was used to finance Eric Bruno’s lavish lifestyle,” said Attorney General Grewal. “New Jersey has laws to protect investors from such predatory tactics and we will vigorously enforce them to hold violators like Bruno accountable for their actions.”
Mirakill was a Nevada limited liability company formed in July 2013 and dissolved in June 2014, with offices located in Old Tappan, NJ. Bruno controlled Mirakill through his ownership of another entity he created in connection with his scam.
Bruno and Mirakill, through Bruno, represented to investors that Mirakill was a start-up business that would be developing an improved, proprietary antimicrobial additive to prevent the growth of harmful microorganismswith industrial uses, including plastics, paints, and filters (the “Mirakill Product.”) They also represented to investors in marketing materials that included a private placement memorandum that investment funds would be used for business purposes.
In the fall of 2013 Bruno, along with two other officers of Mirakill, held an event for prospective Mirakill investors. During the event, Bruno provided the 30 to 40 attendees with an overview of the Mirakill Product and its potential applications, and discussed the amount of funds that would be required to bring the product to market. After the event, several of the attendees purchased the Mirakill Securities.
The investors were provided the Mirakill private placement memo describing the Mirakill Securities, the nature of Mirakill’s business, risks, executives, consultants, projected revenues, use of funds, and other material information that would be helpful to investors. The private placement memorandum led investors to believe that their funds would be used for legitimate business purposes, and did not disclose that Bruno would use the money for his own extravagant personal expenses instead.
“Investors received documents that lent a patina of legitimacy to Bruno’s scam and helped convince them that he and the investment were on the up and up,” said Kevin Jespersen, Acting Director of the Division of Consumer Affairs. “In reality, Bruno was not registered with the Bureau as an agent of Mirakill, and the Mirakill Securities were not registered to be offered for sale in this state, as required.”
As president of Mirakill, Bruno countersigned investors’ purchase agreements. He also personally met with certain investors, received and deposited investment checks, and received wire transfers into the company’s accounts, which he controlled.
Bruno then misused at least $82,000 of investor funds for personal expenses that included cash withdrawals at ATMs and banks ($46,000), debit card charges at grocery stores, liquor stores, restaurants ($20,000), debit charges at a New York strip club ($8,800), and limousine services ($2,300.)
“Bruno was living high on the hog at the expense of the investors he fleeced,” said Bureau Chief Gerold. “This case is a prime example of why the Bureau of Securities strongly recommends that investors verify and review the registration records of anyone claiming to be an investment professional or a seller of securities before handing over any money.”