|By PR Newswire||
|September 21, 2012 10:10 AM EDT||
HARRISBURG, Pa., Sept. 21, 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 Wood 'N Wheels Movie, LLC (WNW), and Riding Hood Motion Pictures, LLC (Riding Hood), both entities, and Erik P. Carlson (Carlson), an individual, all with an address in Highland, New York and Poughkeepsie, New York. WNW was offering for sale limited liability company membership interests (Interests) in WNW purportedly to fund the financing and production of a film entitled "Wood 'N Wheels Movie, LLC" (Film). Riding Hood was the manager of WNW. Carlson was the president and owner of Riding Hood.
In or about August 2012, at least one Pennsylvania resident (PA Resident) received an unsolicited e-mail (E-mail) stating, "Riding Hood Motion Pictures is seeking investors for their next film project with A list talents involved! The PA Resident observed a website (Website) at www.ridinghoodmotionpictures.com and, using the contact page for the Website, sent an e-mail requesting additional information.
In response, Carlson e-mailed the PA Resident and offered Interests for sale. Carlson also e-mailed offering materials (Materials), including a Summary of Offering and Subscription Agreement, to the PA Resident. The Materials state that WNW is offering the Interests for sale at a cost of $50,000 each; that each Interest represents 7.5% ownership in WNW; and that the minimum investment is $50,000 but the manager has discretion to accept purchases below the minimum. The Materials also state that investors would receive a share of gross revenues including proceeds from its sale, licensing, distribution and exhibition, home video, television, and satellite and cable markets; that the manager of WNW is Riding Hood; and that Riding Hood will have "the exclusive right to exercise control of the business" of WNW and will make all decisions for WNW "with respect to most aspects of financing and production of the Picture [Film], as well as certain important decisions relating to the Film's production and distribution."
WNW, Riding Hood, and Carlson omitted to disclose the following facts which would have been necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading: On August 10, 2011, the Commission issued a Summary Order to Cease and Desist against Riding Hood and Carlson for violation of Section 201 of the Pennsylvania Securities Act of 1972.
The PA Resident had no substantive, pre-existing relationship with WNW, Riding Hood, or with Carlson. The PA Resident was not an accredited investor under Rule 501 of Regulation D, and did not have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment.
The Commission directed Wood 'N Wheels, LLC, Riding Hood Motion Pictures, LLC, and Erik P. Carlson to stop offering or selling the Interests in the Commonwealth of Pennsylvania, in violation of the Pennsylvania Securities Act of 1972, and in particular Sections 201 and 401 thereof.
Any further solicitations or sales made by WNW, Riding Hood, Carlson or their affiliates in Pennsylvania will constitute further violations of the 1972 Act. Any person who is solicited by or has information about WNW, Riding Hood, or Carlson 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.
Alternate formats of this release may be available on request; call 717/787-1165.
SOURCE Pennsylvania Securities Commission (PSC)