In re John Thomas Capital Management

 
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 10395 / August 1, 2017 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 81276 / August 1, 2017 
 
INVESTMENT COMPANY ACT OF 1940 
Release No. 32772 / August 1, 2017 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-18088 
 
In the Matter of 
 
ANASTASIOS P. “TOMMY” 
BELESIS, 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, SECTIONS 15(b) 
AND 21C OF THE SECURITIES EXCHANGE 
ACT OF 1934, AND SECTION 9(b) OF THE 
INVESTMENT COMPANY ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Sections 15(b) 
and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Section 9(b) of the 
Investment Company Act of 1940 (“Investment Company Act”) against Anastasios P. “Tommy” 
Belesis (“Belesis,” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

 2 
proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 
to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to 
Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act 
of 1934 and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.  
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
Summary 
 
 This case concerns violations of the anti-fraud and securities registration provisions by 
Belesis, the former CEO of John Thomas Financial, Inc. (“JTF”), a now-defunct New York-based 
broker-dealer, in the offer and sale, and in connection with the purchase and sale, of the common 
stock of Liberty Silver Corp. (“Liberty Silver”), a purported mining exploration company that was 
then quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “LBSV.”  
During the relevant period, Belesis and a controlling shareholder of Liberty Silver (the “Affiliate”) 
agreed that JTF would sell the Affiliate’s Liberty Silver securities to its customers, and that the 
Affiliate would provide a $2 million loan to ATB Holding Company, LLC (“ATB”), which is 
wholly owned by Belesis and was JTF’s holding company.  They also took steps toward the 
Affiliate providing Belesis additional funds through ATB.  The Affiliate deposited 13,100,000 
shares of Liberty Silver securities in newly-opened accounts at JTF, and Belesis solicited multiple 
JTF customers to purchase the Affiliate’s shares.  While recommending Liberty Silver to his 
customers, Belesis made statements concerning individuals controlling Liberty Silver, and Liberty 
Silver’s financial prospects, but failed to inform his customers of multiple material facts, including 
that the shares were owned by the Affiliate, the concurrent financial arrangements between the 
Affiliate and Belesis, the Affiliate’s status as a controlling shareholder of Liberty Silver, or that the 
Affiliate was intending to imminently sell at least 13.1 million shares of his position.  Between 
August 21, 2012 and October 5, 2012, when the Commission suspended trading in Liberty Silver’s 
stock, at least 14 of Belesis’s own customers purchased over 9 million Liberty Silver shares, 
including over 6,600,000 million shares owned by the Affiliate.  No registration statement was on 
file or in effect as to the Affiliate’s resales of his Liberty Silver securities, which did not qualify for 
any exemption from the registration requirements.  Accordingly, in offering and selling the 
Affiliate’s shares, Belesis also violated Section 5 of the Securities Act.   
 
Respondent 
 
 1. Belesis, age 42, is a United States citizen who resided in New York, New York 
during the relevant period.  Belesis was the founder and chief executive officer of JTF, which he 
controlled and indirectly owned through his sole ownership of ATB.  At all times relevant to the 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 
 

 3 
conduct described herein, Belesis was a registered representative associated with JTF and held 
multiple securities licenses.  On December 5, 2013, Belesis and JTF consented to the entry of a 
cease-and-desist order by the Commission finding that each aided and abetted and caused 
violations of Section 206(2) of the Advisers Act.  See In re John Thomas Capital Management 
Group LLC, et al., Admin. Proc. File No. 3-15255 (Dec. 5, 2013).  
 
Other Relevant Individuals and Entities 
 
 2. Affiliate is a Canadian citizen who was a controlling shareholder and affiliate
2
 of 
Liberty Silver during the relevant period.       
 
3. JTF, a New York corporation with its principal place of business in New York, 
New York, was registered with the Commission from February 2007 until September 2013. JTF 
employed nearly 200 registered representatives during the relevant period.  JTF was wholly owned 
by ATB. 
 
4. ATB, a Delaware corporation with its principal place of business in New York, 
New York, is wholly owned and controlled by Belesis.     
 
5. Liberty Silver is a Nevada corporation with its principal place of business in 
Toronto, Ontario, Canada.  During the relevant period, Liberty Silver’s common shares were 
listed on the Toronto Stock Exchange (“TSX”) under the symbol “LSL” in addition to being 
quoted on the OTCBB, but were not registered under Section 12 of the Exchange Act.  Liberty 
Silver’s obligation to file periodic reports with the Commission was suspended as of July 1, 2008 
through and including the period relevant to the conduct described herein; however, Liberty 
Silver filed periodic reports, including Forms 10-K and 10-Q, on a voluntary basis.  On October 
5, 2012, the Commission suspended trading in the securities of Liberty Silver through October 
18, 2012.  On October 12, 2012, the Ontario Securities Commission also entered a cease trade 
order for Liberty Silver.  Trading on the TSX resumed on October 22, 2012, but the TSX 
ultimately delisted Liberty Silver on August 5, 2014.  Quotation of Liberty Silver’s common shares 
on the OTC markets has not resumed and currently Liberty Silver’s securities are traded in the 
United States on the grey market.   
 
The Financial Arrangements Between Belesis and the Affiliate 
 
6. Belesis was introduced to the Affiliate in mid-August 2012 by JTF’s head of 
Investment Banking (“Representative A”) who was also associated with JTF as a registered 
representative.  Representative A had a historical business and personal relationship with the 
Affiliate.  Belesis was informed that the Affiliate had purchased a large quantity of Liberty Silver 
securities on the open market, and that the Affiliate had acquired additional shares of Liberty Silver 
stock through a private placement.  Belesis was further informed that the Affiliate wanted to 
                                                 
2
  Rule 144 of the Securities Act defines “affiliate” as “a person that directly, or indirectly 
through one or more intermediaries, controls, or is controlled by, or is under common control 
with, such issuer.” 17 C.F.R. § 230.144(a)(1).   

 4 
increase the awareness of Liberty Silver among investors.  During this initial meeting, Belesis 
proposed that the Affiliate provide him financing for his business interests, and the Affiliate 
requested that JTF sell Liberty Silver securities to its customers.  Days later, Belesis began 
soliciting his customers to buy Liberty Silver securities. 
 
7. In mid-September 2012, Belesis and the Affiliate agreed that the Affiliate would 
loan $2,000,000 to ATB.  The Affiliate and Belesis also took steps toward the Affiliate providing 
Belesis additional funds through ATB.  These financial arrangements were in addition to the 
customary commissions that Belesis, Representative A or other registered representatives of JTF 
would earn from sales and purchases of the Affiliate’s Liberty Silver securities.   
 
Sales to Belesis’s Customers and Belesis’s Material Omissions 
 
8. At the same time, the Affiliate, with Belesis’s awareness, consent and participation, 
took steps to sell a large portion of his Liberty Silver position through accounts at JTF.  First, the 
Affiliate opened a brokerage account at JTF, as a customer of Representative A, under the name of 
an offshore corporation, and directed the transfer to JTF of 6,600,000 purportedly unrestricted 
Liberty Silver shares from a Panamanian brokerage account held by a different offshore 
corporation.  Then, the Affiliate directed the deposit of 6,500,000 Liberty Silver shares, registered 
in the name of a third offshore corporation, in a physical certificate that bore a restrictive legend, 
into a second JTF account which the Affiliate opened under the name of a third offshore 
corporation.  Belesis was aware that the Affiliate beneficially owned the Liberty Silver shares 
involved in these transactions.  Finally, Belesis solicited his own customers to purchase Liberty 
Silver shares, was aware that representatives at JTF were soliciting their customers to purchase 
Liberty Silver shares, and allowed the Affiliate to make presentations at JTF recommending that 
the registered representatives solicit their customers to purchase Liberty Silver shares.  This 
included soliciting purchases of shares that Belesis knew, but did not disclose, were owned by the 
Affiliate.   
 
 9. Four of Belesis’s customers purchased the Affiliate’s 6,600,000 purportedly 
unrestricted shares of Liberty Silver securities in four separate block trades.  These block trades 
were executed on the same day the majority of these shares were deposited.   
 
10. Additional customers of JTF, including some of Belesis’s customers, were offered 
and agreed to purchase blocks of the 6,500,000 shares of Liberty Silver, which the Affiliate had 
transferred via physical certificate bearing a restrictive legend.  The sales were not effected 
because, before the transactions were executed, the clearing broker-dealer declined to participate 
further and the Commission suspended trading in Liberty Silver securities. 
   
11. In addition, during the relevant period, Belesis’s customers purchased millions 
more Liberty Silver shares on the OTCBB.  This included at least one purchase – executed 
immediately after Belesis learned the clearing broker-dealer declined to participate in the 
Affiliate’s 6,500,000 share transaction – of 328,000 shares that were sold by the Affiliate from an 
account the Affiliate beneficially owned and controlled at another brokerage firm.   
 

 5 
12. In recommending that his customers purchase Liberty Silver securities, Belesis 
stressed, among other things, market interest and anticipated increased investment in Liberty Silver 
and the key roles of individuals associated with the company.  Belesis also discussed with his 
customers the expected share price of their purchases and the amount of commission he would 
apply to their purchases.   
 
13. Belesis, however, failed to inform his customers of several material facts, including 
that the Affiliate was a controlling shareholder of Liberty Silver as well as the source of some or all 
of the shares they would purchase, that the Affiliate was selling or preparing to sell at least 
13,100,000 shares of his Liberty Silver position, the $2 million loan agreement between ATB and 
the Affiliate, and Belesis’s interest in potential additional financial transactions with the Affiliate.   
 
14. Belesis’s customers paid him a total of $434,628.40 in commissions on their 
purchases of Liberty Silver shares, including their purchases of the Affiliate’s shares.  
 
15. The Affiliate’s unregistered resales of his 6,600,000 shares generated $8,646,000 in 
total proceeds; after commissions to Representative A and other fees, net proceeds of 
$8,235,046.32 were credited to the Affiliate’s account.  That same day, the Affiliate directed that 
$7,000,000 of the proceeds be wired to his bank account and that $2,000,000 be wired from his 
bank account for purposes of funding the loan to ATB.     
 
Belesis’s Unregistered Sales and Offers for Sale 
 
 16. Sections 5(a) and 5(c) of the Securities Act make it unlawful for any person, directly 
or indirectly, to offer or sell securities by any means or instruments of transportation or 
communication in interstate commerce, unless a registration statement has been filed with the 
Commission with respect to Section 5(c), and is in effect with respect to Section 5(a).  
 
 17. As described above, Belesis offered and sold the Affiliate’s Liberty Silver shares to 
his customers  through interstate commerce.  No registration statement was on file or in effect as to 
the resales of the Affiliate’s securities.  No exemption from the registration requirements was 
applicable to the Affiliate’s resales of Liberty Silver securities, or to Belesis as a broker in selling 
and offering for sale the Affiliate’s shares.   
 
Violations 
 
18. As a result of the conduct described above, Belesis willfully violated Section 10(b) 
of the Exchange Act and Rule 10b-5(b) thereunder, which make it unlawful, in connection with the 
purchase or sale of any security, to make any untrue statement of a material fact or to omit to state 
a material fact necessary in order to make the statements made, in the light of the circumstances 
under which they were made, not misleading.  
 
19.  As a result of the conduct described above, Belesis willfully violated Section 
17(a)(2) of the Securities Act, which makes it unlawful for any person in the offer or sale of any 
securities to obtain money or property by means of any untrue statement of a material fact or any 

 6 
omission to state a material fact necessary in order to make the statements made, in light of the 
circumstances under which they were made, not misleading. 
 
 20. As a result of the conduct described above, Belesis willfully violated Section 5(a) 
of the Securities Act, which prohibits the direct or indirect sale of securities through the mail or 
interstate commerce unless a registration statement is in effect, and Section 5(c), which prohibits 
the direct or indirect offer for sale of securities through the mail or interstate commerce unless a 
registration statement has been filed. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Belesis’s Offer. 
 
 Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the 
Exchange Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that: 
 
 A. Respondent Belesis cease and desist from committing or causing any violations and 
any future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder.   
 
B. Respondent Belesis be, and hereby is: 
 
1. barred from association with any broker, dealer, investment adviser, 
municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization; 
 
2. prohibited from serving or acting as an employee, officer, director, member 
of an advisory board, investment adviser or depositor of, or principal 
underwriter for, a registered investment company or affiliated person of such 
investment adviser, depositor, or principal underwriter; and  
 
3. barred from participating in any offering of a penny stock, including: acting 
as a promoter, finder, consultant, agent or other person who engages in 
activities with a broker, dealer or issuer for purposes of the issuance or 
trading in any penny stock, or inducing or attempting to induce the purchase 
or sale of any penny stock. 
  
 C.  Any reapplication for association by the Respondent will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be conditioned 
upon a number of factors, including, but not limited to, the satisfaction of any or all of the 
following:  (a) any disgorgement ordered against the Respondent, whether or not the Commission 
has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the 
conduct that served as the basis for the Commission order; (c) any self-regulatory organization 
arbitration award to a customer, whether or not related to the conduct that served as the basis for 

 7 
the Commission order; and (d) any restitution order by a self-regulatory organization, whether or 
not related to the conduct that served as the basis for the Commission order. 
 
 D. Belesis shall, within ten (10) days of the entry of this Order, pay disgorgement of 
$434,628.40, prejudgment interest of $64,266.86, and a civil money penalty in the amount of 
$434,628.40, to the Securities and Exchange Commission.  If timely payment of disgorgement and 
prejudgment interest is not made, additional interest shall accrue pursuant to SEC Rule of Practice 
600.  If timely payment of the civil money penalty is not made, additional interest shall accrue 
pursuant to 31 U.S.C. § 3717. 
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Belesis as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Lara Shalov Mehraban, Associate 
Regional Director, Division of Enforcement, Securities and Exchange Commission, Brookfield 
Place, 200 Vesey Street Suite 400, New York, NY 10281-1022.   
 
 E.  Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 
Fund is created for the disgorgement, prejudgment interest and penalties referenced in paragraph 
IV.D. above.   This Fair Fund may receive the funds from and/or be combined with fair funds 
established for civil penalties paid by other parties for conduct arising in relation to the violative 
conduct at issue in this proceeding, in order for the combined fair funds to be distributed to harmed 
investors affected by the violative conduct.  Amounts ordered to be paid as civil money penalties 
pursuant to this Order shall be treated as penalties paid to the government for all purposes, 
including all tax purposes.  To preserve the deterrent effect of the civil penalty, Respondent agrees 
that in any Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, 
offset or reduction of any award of compensatory damages by the amount of any part of 
Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the court in any 

 8 
Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 30 
days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 
this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission.  
Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 
the amount of the civil penalty imposed in this proceeding.  For purposes of this paragraph, a 
“Related Investor Action” means a private damages action brought against Respondent by or on 
behalf of one or more investors based on substantially the same facts as alleged in the Order 
instituted by the Commission in this proceeding. 
 
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 
Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Respondent under this Order or any other judgment, order, consent order, decree 
or settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondent of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 
 
 
 By the Commission. 
 
 
 
       Brent J. Fields 
       Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 10395 / August 1, 2017 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 81276 / August 1, 2017 

 

INVESTMENT COMPANY ACT OF 1940 

Release No. 32772 / August 1, 2017 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-18088 

 

In the Matter of 

 

ANASTASIOS P. “TOMMY” 

BELESIS, 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTIONS 15(b) 

AND 21C OF THE SECURITIES EXCHANGE 

ACT OF 1934, AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER  

   

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Sections 15(b) 

and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Section 9(b) of the 

Investment Company Act of 1940 (“Investment Company Act”) against Anastasios P. “Tommy” 

Belesis (“Belesis,” or “Respondent”).   

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 



 2 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to 

Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act 

of 1934 and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.  

 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

 

Summary 
 

 This case concerns violations of the anti-fraud and securities registration provisions by 

Belesis, the former CEO of John Thomas Financial, Inc. (“JTF”), a now-defunct New York-based 

broker-dealer, in the offer and sale, and in connection with the purchase and sale, of the common 

stock of Liberty Silver Corp. (“Liberty Silver”), a purported mining exploration company that was 

then quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “LBSV.”  

During the relevant period, Belesis and a controlling shareholder of Liberty Silver (the “Affiliate”) 

agreed that JTF would sell the Affiliate’s Liberty Silver securities to its customers, and that the 

Affiliate would provide a $2 million loan to ATB Holding Company, LLC (“ATB”), which is 

wholly owned by Belesis and was JTF’s holding company.  They also took steps toward the 

Affiliate providing Belesis additional funds through ATB.  The Affiliate deposited 13,100,000 

shares of Liberty Silver securities in newly-opened accounts at JTF, and Belesis solicited multiple 

JTF customers to purchase the Affiliate’s shares.  While recommending Liberty Silver to his 

customers, Belesis made statements concerning individuals controlling Liberty Silver, and Liberty 

Silver’s financial prospects, but failed to inform his customers of multiple material facts, including 

that the shares were owned by the Affiliate, the concurrent financial arrangements between the 

Affiliate and Belesis, the Affiliate’s status as a controlling shareholder of Liberty Silver, or that the 

Affiliate was intending to imminently sell at least 13.1 million shares of his position.  Between 

August 21, 2012 and October 5, 2012, when the Commission suspended trading in Liberty Silver’s 

stock, at least 14 of Belesis’s own customers purchased over 9 million Liberty Silver shares, 

including over 6,600,000 million shares owned by the Affiliate.  No registration statement was on 

file or in effect as to the Affiliate’s resales of his Liberty Silver securities, which did not qualify for 

any exemption from the registration requirements.  Accordingly, in offering and selling the 

Affiliate’s shares, Belesis also violated Section 5 of the Securities Act.   

 

Respondent 

 

 1. Belesis, age 42, is a United States citizen who resided in New York, New York 

during the relevant period.  Belesis was the founder and chief executive officer of JTF, which he 

controlled and indirectly owned through his sole ownership of ATB.  At all times relevant to the 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 

 



 3 

conduct described herein, Belesis was a registered representative associated with JTF and held 

multiple securities licenses.  On December 5, 2013, Belesis and JTF consented to the entry of a 

cease-and-desist order by the Commission finding that each aided and abetted and caused 

violations of Section 206(2) of the Advisers Act.  See In re John Thomas Capital Management 

Group LLC, et al., Admin. Proc. File No. 3-15255 (Dec. 5, 2013).  

 

Other Relevant Individuals and Entities 

 

 2. Affiliate is a Canadian citizen who was a controlling shareholder and affiliate2 of 

Liberty Silver during the relevant period.       

 

3. JTF, a New York corporation with its principal place of business in New York, 

New York, was registered with the Commission from February 2007 until September 2013. JTF 

employed nearly 200 registered representatives during the relevant period.  JTF was wholly owned 

by ATB. 

 

4. ATB, a Delaware corporation with its principal place of business in New York, 

New York, is wholly owned and controlled by Belesis.     

 

5. Liberty Silver is a Nevada corporation with its principal place of business in 

Toronto, Ontario, Canada.  During the relevant period, Liberty Silver’s common shares were 

listed on the Toronto Stock Exchange (“TSX”) under the symbol “LSL” in addition to being 

quoted on the OTCBB, but were not registered under Section 12 of the Exchange Act.  Liberty 

Silver’s obligation to file periodic reports with the Commission was suspended as of July 1, 2008 

through and including the period relevant to the conduct described herein; however, Liberty 

Silver filed periodic reports, including Forms 10-K and 10-Q, on a voluntary basis.  On October 

5, 2012, the Commission suspended trading in the securities of Liberty Silver through October 

18, 2012.  On October 12, 2012, the Ontario Securities Commission also entered a cease trade 

order for Liberty Silver.  Trading on the TSX resumed on October 22, 2012, but the TSX 

ultimately delisted Liberty Silver on August 5, 2014.  Quotation of Liberty Silver’s common shares 

on the OTC markets has not resumed and currently Liberty Silver’s securities are traded in the 

United States on the grey market.   

 

The Financial Arrangements Between Belesis and the Affiliate 

 

6. Belesis was introduced to the Affiliate in mid-August 2012 by JTF’s head of 

Investment Banking (“Representative A”) who was also associated with JTF as a registered 

representative.  Representative A had a historical business and personal relationship with the 

Affiliate.  Belesis was informed that the Affiliate had purchased a large quantity of Liberty Silver 

securities on the open market, and that the Affiliate had acquired additional shares of Liberty Silver 

stock through a private placement.  Belesis was further informed that the Affiliate wanted to 

                                                 
2  Rule 144 of the Securities Act defines “affiliate” as “a person that directly, or indirectly 

through one or more intermediaries, controls, or is controlled by, or is under common control 

with, such issuer.” 17 C.F.R. § 230.144(a)(1).   



 4 

increase the awareness of Liberty Silver among investors.  During this initial meeting, Belesis 

proposed that the Affiliate provide him financing for his business interests, and the Affiliate 

requested that JTF sell Liberty Silver securities to its customers.  Days later, Belesis began 

soliciting his customers to buy Liberty Silver securities. 

 

7. In mid-September 2012, Belesis and the Affiliate agreed that the Affiliate would 

loan $2,000,000 to ATB.  The Affiliate and Belesis also took steps toward the Affiliate providing 

Belesis additional funds through ATB.  These financial arrangements were in addition to the 

customary commissions that Belesis, Representative A or other registered representatives of JTF 

would earn from sales and purchases of the Affiliate’s Liberty Silver securities.   

 

Sales to Belesis’s Customers and Belesis’s Material Omissions 

 

8. At the same time, the Affiliate, with Belesis’s awareness, consent and participation, 

took steps to sell a large portion of his Liberty Silver position through accounts at JTF.  First, the 

Affiliate opened a brokerage account at JTF, as a customer of Representative A, under the name of 

an offshore corporation, and directed the transfer to JTF of 6,600,000 purportedly unrestricted 

Liberty Silver shares from a Panamanian brokerage account held by a different offshore 

corporation.  Then, the Affiliate directed the deposit of 6,500,000 Liberty Silver shares, registered 

in the name of a third offshore corporation, in a physical certificate that bore a restrictive legend, 

into a second JTF account which the Affiliate opened under the name of a third offshore 

corporation.  Belesis was aware that the Affiliate beneficially owned the Liberty Silver shares 

involved in these transactions.  Finally, Belesis solicited his own customers to purchase Liberty 

Silver shares, was aware that representatives at JTF were soliciting their customers to purchase 

Liberty Silver shares, and allowed the Affiliate to make presentations at JTF recommending that 

the registered representatives solicit their customers to purchase Liberty Silver shares.  This 

included soliciting purchases of shares that Belesis knew, but did not disclose, were owned by the 

Affiliate.   

 

 9. Four of Belesis’s customers purchased the Affiliate’s 6,600,000 purportedly 

unrestricted shares of Liberty Silver securities in four separate block trades.  These block trades 

were executed on the same day the majority of these shares were deposited.   

 

10. Additional customers of JTF, including some of Belesis’s customers, were offered 

and agreed to purchase blocks of the 6,500,000 shares of Liberty Silver, which the Affiliate had 

transferred via physical certificate bearing a restrictive legend.  The sales were not effected 

because, before the transactions were executed, the clearing broker-dealer declined to participate 

further and the Commission suspended trading in Liberty Silver securities. 

   

11. In addition, during the relevant period, Belesis’s customers purchased millions 

more Liberty Silver shares on the OTCBB.  This included at least one purchase – executed 

immediately after Belesis learned the clearing broker-dealer declined to participate in the 

Affiliate’s 6,500,000 share transaction – of 328,000 shares that were sold by the Affiliate from an 

account the Affiliate beneficially owned and controlled at another brokerage firm.   

 



 5 

12. In recommending that his customers purchase Liberty Silver securities, Belesis 

stressed, among other things, market interest and anticipated increased investment in Liberty Silver 

and the key roles of individuals associated with the company.  Belesis also discussed with his 

customers the expected share price of their purchases and the amount of commission he would 

apply to their purchases.   

 

13. Belesis, however, failed to inform his customers of several material facts, including 

that the Affiliate was a controlling shareholder of Liberty Silver as well as the source of some or all 

of the shares they would purchase, that the Affiliate was selling or preparing to sell at least 

13,100,000 shares of his Liberty Silver position, the $2 million loan agreement between ATB and 

the Affiliate, and Belesis’s interest in potential additional financial transactions with the Affiliate.   

 

14. Belesis’s customers paid him a total of $434,628.40 in commissions on their 

purchases of Liberty Silver shares, including their purchases of the Affiliate’s shares.  

 

15. The Affiliate’s unregistered resales of his 6,600,000 shares generated $8,646,000 in 

total proceeds; after commissions to Representative A and other fees, net proceeds of 

$8,235,046.32 were credited to the Affiliate’s account.  That same day, the Affiliate directed that 

$7,000,000 of the proceeds be wired to his bank account and that $2,000,000 be wired from his 

bank account for purposes of funding the loan to ATB.     

 

Belesis’s Unregistered Sales and Offers for Sale 

 

 16. Sections 5(a) and 5(c) of the Securities Act make it unlawful for any person, directly 

or indirectly, to offer or sell securities by any means or instruments of transportation or 

communication in interstate commerce, unless a registration statement has been filed with the 

Commission with respect to Section 5(c), and is in effect with respect to Section 5(a).  

 

 17. As described above, Belesis offered and sold the Affiliate’s Liberty Silver shares to 

his customers  through interstate commerce.  No registration statement was on file or in effect as to 

the resales of the Affiliate’s securities.  No exemption from the registration requirements was 

applicable to the Affiliate’s resales of Liberty Silver securities, or to Belesis as a broker in selling 

and offering for sale the Affiliate’s shares.   

 

Violations 

 

18. As a result of the conduct described above, Belesis willfully violated Section 10(b) 

of the Exchange Act and Rule 10b-5(b) thereunder, which make it unlawful, in connection with the 

purchase or sale of any security, to make any untrue statement of a material fact or to omit to state 

a material fact necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading.  

 

19.  As a result of the conduct described above, Belesis willfully violated Section 

17(a)(2) of the Securities Act, which makes it unlawful for any person in the offer or sale of any 

securities to obtain money or property by means of any untrue statement of a material fact or any 



 6 

omission to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading. 

 

 20. As a result of the conduct described above, Belesis willfully violated Section 5(a) 

of the Securities Act, which prohibits the direct or indirect sale of securities through the mail or 

interstate commerce unless a registration statement is in effect, and Section 5(c), which prohibits 

the direct or indirect offer for sale of securities through the mail or interstate commerce unless a 

registration statement has been filed. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Belesis’s Offer. 

 

 Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the 

Exchange Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that: 

 

 A. Respondent Belesis cease and desist from committing or causing any violations and 

any future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder.   

 

B. Respondent Belesis be, and hereby is: 

 

1. barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization; 

 

2. prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter; and  

 

3. barred from participating in any offering of a penny stock, including: acting 

as a promoter, finder, consultant, agent or other person who engages in 

activities with a broker, dealer or issuer for purposes of the issuance or 

trading in any penny stock, or inducing or attempting to induce the purchase 

or sale of any penny stock. 

  

 C.  Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, the satisfaction of any or all of the 

following:  (a) any disgorgement ordered against the Respondent, whether or not the Commission 

has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the 

conduct that served as the basis for the Commission order; (c) any self-regulatory organization 

arbitration award to a customer, whether or not related to the conduct that served as the basis for 



 7 

the Commission order; and (d) any restitution order by a self-regulatory organization, whether or 

not related to the conduct that served as the basis for the Commission order. 

 

 D. Belesis shall, within ten (10) days of the entry of this Order, pay disgorgement of 

$434,628.40, prejudgment interest of $64,266.86, and a civil money penalty in the amount of 

$434,628.40, to the Securities and Exchange Commission.  If timely payment of disgorgement and 

prejudgment interest is not made, additional interest shall accrue pursuant to SEC Rule of Practice 

600.  If timely payment of the civil money penalty is not made, additional interest shall accrue 

pursuant to 31 U.S.C. § 3717. 

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Belesis as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Lara Shalov Mehraban, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, Brookfield 

Place, 200 Vesey Street Suite 400, New York, NY 10281-1022.   

 

 E.  Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest and penalties referenced in paragraph 

IV.D. above.   This Fair Fund may receive the funds from and/or be combined with fair funds 

established for civil penalties paid by other parties for conduct arising in relation to the violative 

conduct at issue in this proceeding, in order for the combined fair funds to be distributed to harmed 

investors affected by the violative conduct.  Amounts ordered to be paid as civil money penalties 

pursuant to this Order shall be treated as penalties paid to the government for all purposes, 

including all tax purposes.  To preserve the deterrent effect of the civil penalty, Respondent agrees 

that in any Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, 

offset or reduction of any award of compensatory damages by the amount of any part of 

Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the court in any 

http://www.sec.gov/about/offices/ofm.htm


 8 

Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 

this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission.  

Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 

the amount of the civil penalty imposed in this proceeding.  For purposes of this paragraph, a 

“Related Investor Action” means a private damages action brought against Respondent by or on 

behalf of one or more investors based on substantially the same facts as alleged in the Order 

instituted by the Commission in this proceeding. 

 

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

 

 

 By the Commission. 

 

 

 

       Brent J. Fields 

       Secretary