OLYMPIA - The Washington State Department of Financial Institutions (DFI) Securities Division has issued a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist, to Revoke Exemptions and Impose a Fine against King County resident Michael Robert Mastro in connection with the sale of promissory notes to investors. DFI intends to order Mastro to cease violations of state laws requiring the registration of securities for sale and registration of persons offering securities. DFI’s Securities Division also seeks to order Mastro to cease violations of anti-fraud laws and to revoke the use of exemptions from securities registration. DFI is also seeking a fine of $100,000, subject to prior repayment of the investors.
Mastro, a real estate developer doing business as Mastro Properties for more than 20 years, raised capital for his various business operations by selling promissory notes to investors at interest rates ranging from 8 to 12 percent. Mastro may have raised more than $100,000,000 through the sale of these notes to more than 175 investors.
DFI alleges that Mastro failed to register the offer and sale of the promissory notes in violation of the registration provisions of the Securities Act of Washington and failed to register as a securities broker-dealer or salesperson.
DFI’s Securities Division alleges that Mastro violated state securities anti-fraud laws because he:
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Failed to disclose material facts, such as:
- The intended use of the investment proceeds;
- Personal or business financial information about himself;
- The risks of the investments;
- The liquidity risks of the investments; and
- Adverse changes in his financial circumstances.
- Caused some investors to believe that their investments would be protected by his insurance policies; and
- Caused some investors to believe that their investments would be protected by deeds of trust or UCC-1 filings on personal property.
“I encourage investors to investigate before investing — in other words, check with DFI’s Securities Division to verify whether an investment is registered and that they are dealing with a licensed and registered seller,” DFI Director of Securities Michael Stevenson said. “Registered investments accompanied by a disclosure document can greatly assist investors in making an informed decision.”
Mr. Mastro has a right to request a hearing on the allegations.
Statement of Charges
Copy of Statement of Charges.