Hallmark Investments, Inc. & Steven Dash, Stephen Zipkin & William Coons—Sale of Unregistered Shares

investment fraud attorney ClevelandHallmark Investments, Inc. and Steven G. Dash, Stephen P. Zipkin & William H. Coons Allegedly Sold 39,600 Unregistered Shares of Avalanche International Corp. (AVLP)

Hallmark Investments, Inc. & Steven Dash and Stephen Zipkin sold 39,600 unregistered shares of Avalanche International Corp. (AVLP), according to a Complaint from FINRA’s Department of Enforcement currently under review by attorneys Alan Rosca and James Booker.

The Complaint further alleges that Hallmark Investments had acquired said shares pursuant to a consulting agreement.

What is more, Hallmark Investments, Inc. & Steven Dash, Stephen Zipkin allegedly sold said shares to approximately fourteen Hallmark customers at allegedly fraudulently inflated prices, the Complaint reports.

Hallmark, through Dash, and also in connection with the sale of the 39,600 AVLP shares to the fourteen customers, allegedly charged excessive mark-ups, the Complaint also notes.

As a result, the Complaint also alleges that Hallmark and Dash allegedly violated FINRA Rules.

What is more, on at least eight occasions, Hallmark allegedly conducted a securities business while failing to maintain its required minimum net capital, the Complaint notes.

The Peiffer Rosca Wolf securities lawyers are investigating Hallmark Investments, Inc.’s alleged sales of unregistered shares of Avalanche International Corp.

Hallmark Investments, Inc. Allegedly Sold Approximately 195,000 unregistered shares of Microphase Corporation to Firm Customers

Hallmark Investments, Inc. allegedly sold approximately 195,000 unregistered shares of Microphase Corporation to firm customers, according to a Complaint from FINRA’s Department of Enforcement presently being examined by attorneys Alan Rosca and James Booker.

The Complaint further details how, from March 2014 through July 2014, Hallmark allegedly sold approximately 195,000 unregistered shares of Microphase Corporation to seven customers of the Firm and that when they were sold the Microphase shares were not registered with the SEC nor were the sales exempt from registration.

Stephen Zipkin allegedly sold approximately 67,500 of unregistered Microphase shares to three customers of the firm and William Coons sold approximately 127,500 unregistered Microphase shares to four firm customers, the Complaint reports.

What is more, Hallmark and Dash each allegedly failed to timely and completely respond to FINRA Staff’s request for information, and thus violated FINRA Rules, the Complaint notes.

The Story of Avalanche began back in April of 2011 when it became incorporated and was in the business of distributing glass tiles, the Complaint reports.

The business kept changing its business model, and around September 9, 2014, Hallmark allegedly received 40,000 shares of AVLP for purportedly unspecified consulting services, the Complaint states.

Dash, on behalf of Hallmark, acquired said shares for the alleged price of $500.19 and Hallmark allegedly tried to deposit the 40,000 shares with its clearing firm, COR Clearing LLC, the Complaint states.

COR, however, allegedly made a steadfast rejection of the deposit based on several so-called “red flags” with regards to the receipt, the Complaint states.

Dash then allegedly opened up an account in Hallmark’s name at Scottrade around October 16, 2014, of which he was purportedly the sole signatory, and on October 17, 2014, Dash then allegedly made a deposit of 40,000 AVLP shares into the aforementioned Scottrade account, the Complaint notes.

Next, on November 21, 2014, and under Dash’s alleged direction, Hallmark allegedly implemented pre-arranged trading to sell 39,600 shares of the aforementioned 40,000 and Dash even allegedly place a “good until cancelled” sell order on 39,600 shares at Scottrade for $3.00 per share, the Complaint states.

Afterward Zipkin allegedly placed a limit order on Hallmark’s behalf to buy 39,600 shares at about $3.00 per share, the Complain notes.

The Complaint then alleges that ALVP, which was thinly-traded, held a bid price in the open market of about $2.05 per share and the closing price on November 21, 2014, was $2.36.

On the very same day, November 21, 2014, the Complaint reports, Hallmark, Dash and Zipkin allegedly sold the 39,600 AVLI’ shares to fourteen Hallmark customers at $3.00 per share which led to total proceeds to Hallmark of approximately $118.740.60.

In summation, based on the aforementioned alleged actions Hallmark allegedly violated the Securities Act and thus FINRA Rules and Zipkin and Coons, as well as Hallmark, also acted in contravention of the Securities Act, and thus violated FINRA Rules, the Complaint states.

Securities Lawyers Investigating

The Peiffer Rosca Wolf securities lawyers often represent investors who lose money as a result of the sales of unregistered shares and are currently investigating Hallmark Investments, Inc.’s alleged sales of unregistered shares of Avalanche International Corp. They take most cases of this type on a contingency fee basis and advance the case costs, and only get paid for their fees and costs out of money they recover for their clients.

Investors who believe they lost money as a result of Hallmark Investments, Inc.’s alleged sales of unregistered shares of Avalanche International Corp. may contact the securities lawyers at Peiffer Rosca Wolf, Alan Rosca or James Booker, for a free no-obligation evaluation of their recovery options, at 888-998-0520 or via e-mail at arosca@prwlegal.com or jbooker@prwlegal.com.

Alan Rosca (1206 Posts)

Alan is a securities lawyer. He also teaches Securities Regulation at the Cleveland-Marshall College of Law. He focuses his legal practice on complex commercial and financial litigation and arbitration, particularly in the areas of securities and investment fraud. His office is in Cleveland, Ohio.


In our legal system, every person is innocent until and unless found guilty by a court of law or a tribunal. Whenever we reference “allegations” or charges that are “alleged,” such allegations or charges have not been proven, and are merely accusations, not findings of fault, as of the date of the blog. We do not have, nor do we undertake, a duty to continue to monitor or follow cases about which we report, and/or to publish subsequent blogs regarding various developments that may occur in such cases. Readers are encouraged to conduct their own research regarding any such cases and any developments that may or may not have occurred in such cases.