The New Jersey Bureau of Securities has issued a Summary Cease and Desist Order to Secaucus-based National Realty Investment Advisors, LLC (NRIA), and related entities and individuals, Acting Attorney General Matthew J. Platkin announced on June 21.
This followed the determination that the company allegedly sold at least $630 million in fraudulent securities to investors in New Jersey and across the nation from 2018 to 2022, according to Platkin.
Their alleged fraud involved selling securities, in the form of membership units in a real estate investment fund known as the NRIA Fund, to at least 1,800 investors across the country, including 380 investors in New Jersey.
In addition to NRIA, the entities named in the Bureau’s order are: NRIA Partners Portfolio Fund I, LLC, also known as “the NRIA Fund”; NRIA Capital Partners, Inc.; and NRIA Structured Credit Strategies, LLC. The company principals named in the order include: Thomas Nicholas Salzano, of Secaucus, who was a senior independent executive advisor and portfolio manager of the NRIA Fund; Rey Grabato, of Hoboken, president of the NRIA Fund and 80 percent owner of NRIA; D. Coley O’Brien, of Southampton, NY, co-CIO of the NRIA Fund and 100 percent owner of NRIA Capital Partners; and Arthur Scutaro, of Bloomfield, executive vice-president of project management and advisor to the NRIA Fund.
Salzano was previously charged with wire fraud and aggravated identity theft by the U.S. Attorney’s Office in March 2021.
“The fraudulent conduct identified by our Bureau of Securities in this case is striking,” said Acting Attorney General Platkin. “Today, we are taking action to stop their unlawful conduct and to put the public on notice. If an investment opportunity promising high guaranteed returns sounds too good to be true, it usually is.”
Alleged securities fraud
According to the Bureau’s order, NRIA and its principals touted the NRIA Fund as a billion-dollar-plus real estate development enterprise focused on the “ground-up” development of townhomes, condominium complexes, luxury residences, and mixed-use rental developments. NRIA claimed the fund involved the opportunistic purchase of land or property at below-market value prices, which would then be developed for sale at a large profit.
To entice would-be investors, the company used a nationwide advertising campaign that included radio spots and high-profile messaging on billboards located at the entrance to the Lincoln and Holland Tunnels. The billboard messaging guaranteed returns of 12 percent on the investments, with the added possibility of obtaining returns as high as 21 percent.
However, the Bureau alleged multiple violations of the anti-fraud provisions of the New Jersey Uniform Securities Law, including employing a scheme to defraud, making untrue statements of material fact, and omitting material facts in connection with the sale of NRIA Fund securities. To conceal the company’s poor performance, its principals allegedly used investors’ own money rather than actual cash flow to fund annual distributions, used straw purchasers to create nonexistent sales of certain residential units, and inflated the company’s performance by improperly recognizing certain revenues in violation of Generally Accepted Accounting Principles, according to the Bureau’s findings.
As part of their scheme to enrich themselves at investors’ expense, the Bureau found that the principals named in the filing allegedly used millions of investor dollars to make lavish payments to family members, including a salary paid to Salzano’s wife for a no-show job. The principals also allegedly hired family-owned or controlled companies, including a construction firm where Salzano’s son was the Chief Financial Officer, and companies owned by Grabato’s relatives that were used to create imposter entities and websites.
The imposter entities and websites were allegedly aimed at reducing the chance that internet searches would reveal that NRIA Fund principals, Salzano and Scutaro, had previously been cited by the Federal Trade Commission (FTC) for engaging in consumer fraud as principals of a company known as NorVergence. The FTC permanently enjoined Salzano from similar fraudulent conduct in the future. Later, in March 2021, Salzano was arrested on a criminal charge alleging that he had used a forged term sheet in 2019 in an attempt to induce an investor to increase her investment in one of the NRIA Fund’s real estate ventures.
‘Halting dishonest and predatory conduct’
“The rules are not complicated: if you are selling securities in New Jersey, you must comply with our securities laws,” said Acting Division of Consumer Affairs Director Cari Fais. “These respondents lured investors in New Jersey and across the nation with empty promises and, in some cases, went to great lengths to conceal their own fraudulent conduct. The action we’ve taken today is meant to halt their dishonest, predatory conduct once and for all.”
“The conduct outlined in today’s filing is egregious. It’s the very kind of conduct that undermines public confidence in our financial institutions and – ultimately – in investing,” said Acting Bureau of Securities Director Amy G. Kopleton. “These respondents offered investors a securities opportunity that sounded too good to be true, and it was.”
In addition to the purported “billion-dollar-plus” real estate development enterprise, NRIA also invested up to a quarter of all investor funds in commercial mortgage-backed securities, the bulk of which were below investment grade, otherwise known as junk bonds, in an effort to generate returns it had promised to investors but could not deliver through the NRIA Fund’s real estate projects.
The Bureau found that NRIA also leveraged the junk bonds through repurchase agreements with financial institutions. This use of repurchase transactions to create leverage significantly increased the risk of the junk commercial mortgage-backed securities portfolio to the NRIA Fund investors, but the risk was never disclosed to them.
Both NRIA and the NRIA Fund have initiated Chapter 11 bankruptcy proceedings.
The investigation by the Bureau of Securities was conducted by Chief of Enforcement Richard Szuch, and Investigator Irwin Slotnick. The Bureau is represented by Assistant Attorney General Brian McDonough and Deputy Attorneys General Victoria Manning, Michael Eleneski and Alex Schmidt of the Securities Fraud Prosecution Section in the Division of Law’s Affirmative Civil Enforcement Practice Group.
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