NEWARK – The New Jersey Bureau of Securities today ordered Trolice Consulting Services, LLC (“TCS”), and its president, James R. Trolice, to pay a $2.5 million civil penalty after finding that Trolice and his company engaged in a scheme to sell more than $3.6 million in unregistered securities to more than 170 investors, at least 111 of whom lived in New Jersey.
The former Alpine resident, along with two out-of-state cohorts, duped investors into buying LLC membership interests in companies that reportedly held valuable warrants, securities that enable the holder to purchase a stock at a certain price until a designated expiration date, but were actually holding significantly less, and on two occasions, no warrants at all.
The Bureau’s Summary and Cease and Desist Order also assessed Nevada resident Lee Vaccaro and his companies a civil penalty of $1.5 million, and New York City resident Patrick G. Mackaronis, formerly of Jersey City, a civil penalty of $140,000 for their roles in the fraudulent scheme.
“Trolice, Vaccaro, and Mackaronis spun a web of lies to trick unsophisticated investors into purchasing interests in companies that had little or no value,” said Acting Attorney General Robert Lougy. “The civil penalties they’ve been ordered to pay will serve as a sharp reminder that this kind of fraud won’t be tolerated.”
Vaccaro today also surrendered himself to the Federal Bureau of Investigation (“FBI”) and was charged with one count of conspiracy to commit securities fraud and one count of securities fraud. In addition, the Securities and Exchange Commission (“SEC”) filed a civil complaint in the United States District Court for the Southern District of New York, which alleges similar misconduct to that found in the Bureau’s Order.
According to the findings of Bureau Chief Laura H. Posner, the fraudulent scheme revolved around warrants to purchase shares of common stock of a California-based technology company, eAgency, for which both Trolice and Vaccaro performed services.
From approximately 2006 to 2013, eAgency intermittently retained Trolice as a consultant and/or “finder.” In those roles, Trolice provided marketing and sales consulting services, and also identified and introduced potential investors to the company. Vaccaro also worked for eAgency as a consultant and/or finder – and later Vice President of Investor Relations- from 2009-2013.
As compensation for their work, the two men were sometimes granted stock warrants in eAgency. The warrants were only transferable with eAgency’s permission and approval.
As “finders” for eAgency, Trolice and Vaccaro hosted investor webinars to introduce potential investors to eAgency. During the webinars, which were sometimes remotely attended by other eAgency employees, Trolice and Vaccaro would extol the virtues of eAgency. They would then direct the investors to their own companies, which they claimed held millions of dollars of eAgency stock warrants. The men supported these claims by using fraudulent documents and false statements.
In reality, Trolice, Vaccaro and their companies did not hold anywhere near the number of warrants they claimed and the warrants that they did hold were either expired or could not be transferred. Moreover, Trolice, Vaccaro and their companies did not retain the funds necessary to exercise the warrants they claimed to hold, instead spending hundreds of thousands of dollars of investor funds on personal expenses, including trips to Hawaii and California, mortgage payments on Trolice’s Alpine mansion, payments for luxury cars, and shopping at high-end retailers like Neiman Marcus, Saks Fifth Avenue, Bloomingdale’s, Nordstrom, and Montblanc.
Mackaronis was later brought into the scheme by Trolice, in order to solicit additional investors for Trolice’s company.
Between March 2010 and July 2011, Trolice and Vaccaro raised at least $670,000 from the offer and sale of Vaccaro Securities to 20 investors, including at least 11 New Jersey residents.
From at least August 2010 through September 2013, Trolice, Vaccaro, and Mackaronis raised at least $3 million from the offer and sale of TCS Securities to at least 150 investors, including at least 100 New Jersey residents.
According to the Bureau Chief’s findings, investor funds were then commingled with unrelated funds, transferred to personal or other businesses’ bank accounts, and used for personal expenses by Trolice, Vaccaro, and Mackaronis.
“Victims of Trolice, Vaccaro, and Mackaronis purchased certain securities based on false representations made by three people whose only interest was in stealing their money,” said Steve Lee, Acting Director of the New Jersey Division of Consumer Affairs.
“The Defendants’ conduct was a pure scam that preyed upon unsophisticated investors hoping to secure guaranteed returns in a short period of time,” said Bureau Chief Laura H. Posner. “The Defendants not only did not have the warrants they claimed, but used investor money to fund extravagant lifestyles.”
Trolice, Vaccaro, and Mackaronis violated New Jersey’s Uniform Securities Law in numerous ways, including selling unregistered securities and acting as agents without registration, in addition to scheming to defraud investors. Trolice, Vaccaro, and Mackaronis defrauded TCS investors by:
Telling investors that TCS owned millions of dollars’ worth of warrants to purchase stock in eAgency when fewer than half of those warrants existed and those that did were neither exercisable, since they had not vested, nor transferable, since TCS never requested or received the necessary approvals from eAgency.
Falsely stating to investors that eAgency was no longer taking direct investments and the only way for them to participate in this “insider opportunity” was to invest through TCS.
Failing to disclose that any eAgency warrants issued to TCS were set to expire, thus leaving TCS and Trolice with no eAgency warrants after April 12, 2014.
Falsely guaranteeing that the Vaccaro Securities and TCS Securities would generate returns between five to 30 times the original investments within six to 18 months.
Failing to disclose to investors that portions of their investment funds were deposited into business and personal accounts belonging to Trolice, business and personal accounts belonging to Vaccaro, and a business account solely-owed by Mackaronis.
Failing to disclose to investors that investment funds would be used to fund the trio’s lavish lifestyles.
Trolice and Vaccaro made similar false statements and omissions to investors in Vaccaro’s companies. The two men also tried to conceal their scheme from eAgency by switching from their eAgency email accounts to their private email accounts when discussing prospective investors in TCS, and by instructing other eAgency employees not to contact would-be investors who attended the eAgency webinars.
The Bureau’s investigation was conducted by Stephen Bouchard, Glenn Henry, and Leon Martin of the Bureau of Securities.
Deputy Attorney General Martin Gandelman of the Securities Fraud Prosecution Section in the Division of Law assisted the Bureau in this matter.
The Bureau thanks the SEC and the U.S. Attorney’s Office for the District of New Jersey, under the direction of U.S. Attorney Paul J. Fishman, for their assistance in this matter.
The Bureau is charged with protecting investors from investment fraud and regulating the securities industry in New Jersey. It is critical that investors “Check Before You Invest.” Investors can obtain information, including the registration status and disciplinary history, of any financial professional doing business to or from New Jersey, or file a complaint by contacting the Bureau toll-free within New Jersey at 1-866-I-INVEST (1-866-446-8378) or from outside New Jersey at 973-504-3600
