LuxUrban Hotels (LUXH): The Bed Sheets Should Be Made Out Of Red Flags

Introduction

LuxUrban Hotels (NASDAQ: LUXH) is a Miami-based hotel lessee and operator. Founded in 2017, LuxUrban (then called CorpHousing Inc) initially focused on the short-term corporate housing market, leasing and then re-leasing houses to business travelers. The pandemic severely impacted demand in that market and in 2021 LuxUrban exited the corporate rentals space. Out of the death of one business, a new business opportunity arose: what are we going to do with all the 2-star hotels that closed during Covid? Into that void stepped the newly-renamed LuxUrban Hotels,  with management pivoting the business to take advantage of what it calls “a historic opportunity.”

LuxUrban went public in August 2022, raising $13.5 million in an IPO co-led by Maxim Group and Joseph Gunnar. LuxUrban raised the outside capital to pay down 25% of its debt, which included a prepayment penalty from money that management had lent LuxUrban. Management also received $600,000 in bonuses (to two executives). The $5 to $7.5 million that remained was to be used to “fund letters of credit on refundable security deposits” to close leases on hotels. When LuxUrban went public it had 619 units in 25 buildings across the United States.

Since the IPO LuxUrban has been on a leasing spree, and revenue has followed: growing from a reported $21 million in 2021 to 2023E revenue of $123 million. Units have grown similarly, and LuxUrban believes the growth will continue, guiding 2024 to 10,500 units and revenue of $267 million at the midpoint of its guide. LuxUrban’s stock price has benefitted from such rapid growth, with the equity currently worth ~$200 million. 

In August, LuxUrban announced a deal with Wyndham Hotels where sixteen LuxUrban Hotels would join the Wyndham Trademark Collection in Los Angeles, Washington DC, New Orleans, New York, and Miami. The deal was pitched by LuxUrban as a way to benefit from Wyndham’s back office and distribution, while maintaining the LuxUrban branding. 

But problems loom. One of LuxUrban’s early backers and principal funding source has been from Greenle Partners, an entity run by Brian Uriyiak. Greenle is run out of the same address as Redwood Partners. Over the last five years Redwood has invested in sixteen different companies, fifteen of which have resulted in shareholder wipeouts.

Many of LuxUrban’s properties don’t have the best reviews, with travelers complaining about not being able to get refunds they are entitled to. But the rooms are cheap, and they are real, with travelers generally noting that the experience is what you might expect from a $125 a night hotel. 

LuxUrban’s business practices have come under fire in the past for failing to pay rent, short-staffing hotels and incentivizing profits over hospitality, and short-shifting vendors. CorpHousing was party to many lawsuits about unpaid rent, evictions, and unpaid employees. These business practices seem to have continued into LuxUrban, which just in the last six months has been sued by landlords at four of their properties for unpaid rent. LuxUrban’s New Orleans hotel (notable as one of the hotels transitioned over to Wyndham) wouldn’t provide evidence it had hotel insurance. We have discovered lawsuits of elevator repair guys not being paid and security guys not being paid – things that might matter to someone staying at a hotel.

More importantly, there have been a host of recent lawsuits that again accuse LuxUrban of not paying rent, and owing the landlords large sums of unpaid rent. LuxUrban has never once disclosed the nature of these lawsuits, nor did it disclose the departure of its Chief Compliance Officer, who had previously signed LuxUrban’s legal settlements. 

LuxUrban’s most recent press releases, announcing it had signed a lease for the Royalton Hotel in New York should be read with suspicion. The owner of that building told us LuxUrban had not actually signed the lease. In one instance, we were told by an executive at a large hotel operator that LuxUrban announced the acquisition of a hotel from a bankruptcy receiver, but that receiver wasn’t even aware of the purported acquisition when LuxUrban announced it in a press release.

While LuxUrban’s reported revenue growth has been stunning, receivables are quickly piling up on the balance sheet. LuxUrban has consistently lost money since its IPO, and is operating on a razor’s edge financially. LuxUrban has just $4.8 million of cash on its balance sheet as of 9/30/2023. LuxUrban has had to lean on merchant cash advance firms at times: a New York UCC search reveals 12 liens against LuxUrban filed between 2020 and 2023 by firms such as Avanza Group LLC run by a bucket shop broker expelled by FINRA. Bizz Buzz Capital LLC and Redstone Advance, whose principal is named in press reports of cash advance firms threatening borrowers with violence. 

LuxUrban’s CEO Brian Ferdindand previously presided over Liquid Holdings (LIQDQ), an early fintech company that had developed some form of trading software. The SEC brought fraud charges against Brian Ferdidnand, settled in 2020, regarding its accounting and his signature on 10-Q’s and 10-K’s that included incorrect information. We believe there are similarities between LuxUrban and Liquid Holdings; Brian Ferdinand personally guaranteed much of Liquid Holding’s revenue, in LuxUrban’s case he has personally guaranteed leases.

LuxUrban is audited by an obscure auditor called Grassi and Co, and LuxUrban’s latest 10-Q contains an extremely unusual disclosure that basically says “this might not be a GAAP balance sheet.” The recently raised preferred equity also contains an unusual clause that provides for it to be converted into common equity if delisting occurs within a year. 

We are unable to reconcile LuxUrban’s guidance for 2024 (10,500 keys and $267 million in revenue, both guidance midpoints) with any sort of underlying economic consistency. Not for nothing, the guidance requires $2.2 billion in lease commitments at the high end of its range – hardly an easy feat for a company with $15 million in GAAP EBIT in 2023E and $4.5 million in the bank (as of Q3’23). 

More importantly, we cannot reconcile LuxUrban’s published average daily rates (ADRs) with what it actually costs to book a hotel room at a LuxUrban hotel. Given the receivables that have been piling up on the balance sheet, and the unusual disclosure in the 10-Q, we question the quality of both earnings and revenue. 

Disclosure: We are short shares of LuxUrban Hotels (LUXH), please see full disclaimer below.

CEO Brian Ferdinand’s last company, Liquid Holdings Software, was charged with fraud by the SEC

LuxUrban’s CEO and Largest Shareholder Previously Presided Over Liquid Holdings, once called “The Greatest Turd Ever Sold”

LuxUrban’s CEO and largest shareholder Brian Ferdinand previously ran Liquid Holdings, an mid-2010s FinTech company that provided trading data to stock market traders. According to the SEC, Ferdinand invested his own money in several funds, requiring them to use Liquid Holdings software. None of this was disclosed in the company's filings. When the entity that Ferdinand and others were propping up to generate revenue for Liquid Holdings went bankrupt due to trading losses, Liquid Holding’s largest source of revenue went away. Shares fell 40% when this was disclosed. The SEC alleged in its complaint that Ferdinand never properly disclosed his relationship and shareholders ended up holding the bag when Liquid Holdings went bankrupt in 2015. 

From the SEC:

“Liquid Holdings Group disclosures… regarding its reliance on loans and investments from Ferdinand and Liquid’s largest shareholder (“Shareholder A”) to provide a substantial portion of the money QuantX Management LLP (“QuantX”) - Liquid’s largest customer and a related party.”

The scheme worked something like this: Brian Ferdinand provided capital to QuantX, and QuantX invested its own money, and also recruited smaller investors to the platform. They would use the Liquid Platform, generating revenue for Liquid Holdings. QuantX was also collateralized with Liquid Holdings’ shares, and when Liquid Holdings share price began to collapse, it caused QuantX to receive margin calls. Liquid Holding’s “shareholder A ” then invested another $4 million into QuantX, which allowed it to pay for the software licenses QuantX owed Liquid Holdings.

The SEC contended that Liquid Holdings did not adequately disclose that Ferdinand and Shareholder A were effectively propping up Liquid Holdings with their own money and loans prior to Liquid Holdings completing a $40.6 million secondary in May 2014.

By December 2014, QuantX ceased operations due to financial difficulties. When Liquid Holdings announced that it had ended its relationship with QuantX, shares tanked 46%. The company filed for bankruptcy thirteen months later.

Liquid Holdings and QuantX Management were backed by Douglas Von Allmen. According to press reports, Von Allmen and Ferdinand pitched Liquid to investors aboard Von Allmen’s yacht moored off the coast of South Florida.

Von Allmen was previously embroiled in the Scott Rothstein Ponzi scheme, for which Rothstein was sentenced to 50 years in prison. Von Allmen marketed the Rothstein Ponzi, becoming one of the largest feeders of the scheme before fleeing to Morocco according to press reports and a lawsuit brought by attorneys Eliot Lauer and Susan Trench. 

No doubt aware that recent equity wipeouts and Ponzi affiliations are a distraction from a fresh business opportunity,  Ferdinand hired a firm called Reputation Management Consultants “to work on several elements of his online reputation”. Yet Ferdinand failed to pay RMC’s invoices, so RMC sued in California court, having the opposite of the desired effect. 

Was the non-payment a one time thing or part of a larger pattern of business? Lawsuits against the company from its CorpHousing days paint a clear picture of a company that didn’t care about paying rent on time. This has translated over to LuxUrban: the company is currently facing four evictions from recently opened hotels and faces a number of other lawsuits that could blow a hole in its balance sheet.

Does LuxUrban Have Legal Issues?

Lawsuits against LuxUrban pose a real risk to LuxUrban’s balance sheet and ability to hit 2024 guidance. 

We have found numerous lawsuits alleging that LuxUrban has not paid rent on its properties, leading to foreclosures and other issues. Key vendors like security have gone unpaid, and we have discovered that recently announced key deals have not closed. Cumulatively, the outcome of these lawsuits could blow a hole in LuxUrban’s already strained balance sheet. 

We reviewed dozens of lawsuits against LuxUrban and its affiliates and a clear pattern has emerged. Just in the last several months, LuxUrban has been hit with a number of additional lawsuits, any number of which could blow a hole in its balance sheet. 

We believe that LuxUrban’s myriad legal issues have never been disclosed properly to investors. Other than the below disclosure, LuxUrban has never once disclosed any of these lawsuits, despite many of them being clearly material to the LuxUrban’s existence. The lack of disclosure of these key lawsuits, even when they threaten the company’s ability to remain solvent, is a key red flag.

From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of our business. We are not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on our business or financial condition.

Although the Company does not expect, based on currently available information, that the outcome in any pending matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable. The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. As of September 30, 2023, we have $1.4 million accrued for legal matters. The Company believes the accrual best estimates the most likely outcomes of these matters, however the range of outcomes could be between $1,250,000 – $1,750,000.

LuxUrban’s own estimates show the company could be on the hook for $1.25M to $1.75M in damages from lawsuits.A close reading of all of these lawsuits reveals clear patterns. Many of these lawsuits allege that LuxUrban has failed to pay rent repeatedly, in one case the landlord alleges that LuxUrban never paid rent on time. 

The case of Victory Investments Group LLC v. CorpHousing Group, filed on December 12, 2023, revolves around LuxUrban’s repeated lack of payment of rent. According to the lawsuit, LuxUrban entered into a settlement agreement in March 2023, but did not make its first settlement payment, due just a few days after the settlement was signed. 

The lawsuit claims $610,687 in damages. LuxUrban’s hotel at this location is the Astor by LuxUrban, a Trademark Collection by Wyndham. 

LuxUrban was sued in a similar lawsuit for its California property at 819 Flower Street in Los Angeles. LuxUrban’s O Hotel by LuxUrban, Trademark Collection by Wyndham is located at this address. Travelers note the hotel’s “good location,” “fine” rooms, and “feeling like I was in a Prince video with the decor.” 

The lawsuit alleges that the landlord provided a written demand on November 12, 2023 that $300,416.65 in rent was due in 10 days or LuxUrban would have to forfeit its lease on the property. 

There are many lawsuits, and we have only provided a sample here.

LuxUrban’s First Five-Star Hotel Deal Hasn’t Closed, Despite Company Press Releases claiming otherwise 

On November 30 of last year, LuxUrban sent out a press release that the company had signed Master Lease Agreements to operate two new hotels:

LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), which utilizes an asset-light business model to lease entire hotels on a long-term basis and rent out hotel rooms in these properties in key major metropolitan cities, today announced that it has signed separate 25-year Master Lease Agreements (MLA), inclusive of two five-year options, to operate two new boutique hotels in New York City: The Royalton Hotel and the Truss Hotel.

And just last week, the company sent out another press release regarding the Royalton Hotel, proclaiming that “The Royalton by LuxUrban, Trademark Collection® by Wyndham is expected to begin welcoming guests on or before January 30, 2024.”

We confirmed with the building’s owners and operator that as of January 14, LuxUrban has not officially signed the lease on this property. While the company first listed The Royalton as “under lease” in the Q3, 2023 10-Q, the company has yet to provide a Letter of Credit, several months after first engaging with the building owner.

It should be noted that neither press release (in November and January) regarding The Royalton’s lease was accompanied by an 8-K filing.

Several of the lawsuits mentioned above referenced similar behavior by LuxUrban. We spoke with another hotel operator who personally knew of three different LuxUrban hotel deals that were announced before the deal had closed. In one instance, the hotel owner hadn’t even spoken with LuxUrban, much less signed anything. Another announcement occurred on a hotel out of receivership, much to the receivers surprise.

Questions About LuxUrban’s 2024 Guidance And Financials 

LuxUrban Equity-Light, Not Asset Light

Management often touts itself as being “asset light.” It’s light, alright – on equity, not assets. For every $1 million in assets, the company has only $76,000 in common equity, for an equity ratio of 7.6%. REIT competitors by IRS rule run at no more than a 50% equity ratio – so LuxUrban is 6.5x more levered than competitors.

Looking at asset turnover, and accepting here that LuxUrban’s revenue without apparent contra-items for refunds is solid, LuxUrban’s asset turns in Q3 were 0.5x annualized. We forecast 0.45x turns for 2023 and 0.38x for 2024.

Let’s compare with a broad comp group:

Relative to the largest hotel REIT in Host Hotels, there is no asset intensity avantage. One could complain it’s unfair to compare LuxUrban with franchisors / hybrids like Marriott, Choice, Hilton, and Hyatt, but hospitality investors can specifically select true asset-light entities with far better asset turns and returns on capital. If LuxUrban can claim it’s asset light, it’s because they don’t own a darned thing in terms of real estate. It’s all leased from the true owners of the real estate.

FY 2024 Guidance Does Not Add Up

In its November 8, 2023 Q3 report, LuxUrban surprised investors with a massive step-up in its plans for additional hotel leasing for 2024. In this release, the company said it would add 6,500 to 9,000 rooms to its projected 2023 total of 2,750 units (midpoint of 2023 guidance). It also guided to 2024 revenue of $268M (midpoint of guidance range).

Within this guidance, the company said it would have 6,000 rooms under master lease agreement by June 30, 2024 (doubling rooms under lease in six months).

So let’s say they get to 6,000 rooms by June 30, 2024 and add nothing after that. With starting rooms of 2,750 on January 1 and ending rooms of 6,000 on December 31, LuxUrban would have an average of 5,500 rooms for 2024. That implies 1,885,375 available room nights for the year.

If average daily rate is steady in 2024 at 2023’s $337 level and occupancy stays at 81%, that implies revenue of $515M ($337 * 81% * 1,885,375 / 1000). How the company guides to 2024 revenue of $265M to $270M does not add up at all given its leasing guidance.

One could chalk up that guidance to being conservative or allowing for a refurbishment period before a hotel goes into service, but this guidance further makes no sense when we look at where they project the company to be at year-end 2023.

If, in fact, the company’s ADR and occupancy are unchanged for 2024 and they sign no additional leases whatsoever, 2024 revenue would be $249M to $299M. Compared with their net rental revenue guidance range of $265M to $270M and additional leasing of 6,500 to 9,000 rooms, this is an enormous red flag when guidance is this nonsensical.

LuxUrban’s implied rates and RevPAR don’t tie to its average room rates listed currently. We believe this should raise serious questions about LuxUrban’s quality of earnings and revenue.

When discussing Hotel and Lodging economics, the primary revenue metric used in industry is RevPAR, or revenue per available room night. It’s a function of occupancy (%) and the average daily rate.

LuxUrban’s reported rates were 10-32% higher than similar comps through three quarters of 2023 and its RevPAR was 24-49% higher than those comps. One of these comps, Sunstone, exclusively owns and manages high-end hotels. Its 14-property portfolio includes the Wailea Beach Resort in Hawaii and the Napa Valley Four Seasons.

Sunstone’s property portfolio has numerous marquee properties in Tier-1 metros / vacation destinations with highly scaled operators:

Somehow a micro cap that has come out of nowhere runs with 17% higher rates, occupancy rates 10-15 percentage points higher than Sunstone’s, and 20-35% higher RevPAR than Sunstone? This is very hard to believe.

Focusing in on New York City, which accounts for ~70% of the rooms operated by LUXH, we compared Q1-Q2 2023 RevPar reported by the company with a report from PwC that focuses on Manhattan properties.

LUXH’s reported RevPar for its entire portfolio is just 13% below PwC’s reported rate for Luxury Hotels and 40% higher than the Upper-Upscale hotel class.

LuxUrban may have a shortened “Luxury” in its name, but its hotels are in no way “Luxury.” Luxury hotels, as defined by PwC, include the Conrad Hotels, the Four Seasons, and the Ritz. Upper Upscale hotels include JW Marriott and other Marquee “fancy” brands, something close to a four-star hotel rating.

To further highlight this discrepancy, LuxUrban’s Q1-Q3 RevPar, assuming a 80% occupancy rate, implies an Average Daily Rate (ADR) of $365. We compared this implied ADR with booking rates for this current Quarter (Ending March 31, 2024).

Not a single LuxUrban property advertised on Wyndham’s website or on any of the major online travel agency (OTA) websites comes close to even PwC’s projected room rates for Upper Midscale Tier properties.

In our view, it stands to reason that the quality of LuxUrban’s past reported revenues is highly questionable. The company has claimed Upper Midscale to Luxury levels of room rates looking backward, but going forward, the room rates they are advertising today are in the Hampton Inn tier of hotel.

LuxUrban’s Reported Rental Metrics Do Not Tie To Reported Revenue 

LuxUrban’s business model is leasing shuttered hotels, LuxUrban is not the Ritz-Carlton. It admits as much, its low-cost basis allows it to market cheaper hotels in major U.S. markets such as New York, Miami, Los Angeles, and New Orleans. Given the generally expensive nature of hotels, this makes LuxUrban Hotels an attractive proposition.

But when researching LuxUrban we began to notice many of the hotels on its platform were listing rooms at rates well below LuxUrban’s stated ADR. We first looked at ADRs across all LuxUrban properties in March, and then for the entire first quarter.

The weighted average ADR for these rooms is under $200, which is well below LuxUrban’s stated average daily rate of $323 in Q3 2023 and the average $365 for YTD 2023.

We are unable to tie together LuxUrban’s stated ADR with the active booking rates. If you try this exercise on a competitor, you can see that the results should converge. 

In the third quarter, for instance, Host Hospitality’s two NYC properties (the Marriott Downtown and the Marriott Marquis Times Square) yielded a $291 RevPar, which led its entire portfolio in major metros in which LuxUrban operates:

LUXH’s $268 RevPar across its entire portfolio is a stunning 30% higher.

To check this data versus reality, we compared LuxUrban’s advertised forward nightly rates in NYC compared with the two Marriott Properties for Q1 2024.

The LuxUrban Washington is the company’s largest property, with 217 rooms. Only 4 nights for the current quarter will cost more than $200 as advertised via online brokers and Wyndham’s website. By way of comparison, the Marriott Downtown is more than $200 to book for 85 out of 90 days of the quarter. The LuxUrban Washington’s average base rate for Q1 2024 is currently at $116. The Marriott Downtown rate for the current quarter is $301 and the Marriott Marquis is $278.

LuxUrban’s $274 RevPar at 80% occupancy implies an Average daily rate of $342, but not a single LuxUrban room in NYC, for the entirety of Q1, currently costs $342 to book as of the first week of January.

LuxUrban’s RevPar puts it more in-line with a luxury hotel RevPar when it is decidedly not a luxury hotel. 

Through Q2, 30% of LUXH’s $291 RevPar portfolio includes properties outside of NYC, but even given that disadvantage, the company claims to have yielded rental income only 13% below PwC’s Manhattan “Luxury” Hotel Tier and 40% above the “Upper Upscale” Tier. PwC’s report considers Luxury Properties to be hotels like the Ritz Carlton, The Four Seasons, the Baccarat, and The Mercer. Upper Upscale properties are your Conrad, JW Marriott and SoHo tier hotels.

We looked at advertised rates across LUXH’s full portfolio, which includes properties in Washington DC, Miami and Los Angeles. For Q1 2024, the average, room weighted rate across LUXH’s Portfolio is $130. That’s quite a bit lower than YTD (through Q3) rate of $338.

Zooming in on a property level basis, this Sub-Luxury pricing makes sense. LuxUrban’s largest hotel, The Washington in NYC, sports a low TripAdvisor rating (ranking 473 out of 501 NYC Hotels), with numerous complaints of cheap finishes and mold throughout. This was a consistent observation throughout the company’s portfolio.

LuxUrban’s Unique Disclosures Involving Balance Sheet Reliability And Delisting Disclosure

LuxUrban’s latest 10-Q contains an odd disclosure that we have never seen before.

“The consolidated balance sheet at September 30, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.” 

“Receivables from On-Line Travel Agents” bucket went up by nearly $13 million in the past two quarters.

Discussion of this asset is limited in both the Q2 and Q3 filings, but the company does disclose the following as of the Q3 10-Q:

We market our hotel properties through our proprietary sales portal, several worldwide online travel agency (“OTA”) channels and on the Wyndham platform. Over time, we believe a majority of our sales will be on Wyndham versus OTAs as it will result in lower operating costs (lower booking fees) as well as improved ADRs from leveraging Wyndham’s reward members, corporate sales team and group bookings.

The company recorded $22.8 million in revenues in Q1 2023, with none of those sales resulting in receivables from OTAs. But in Q2 and Q3, the combined revenue of $63 million resulted in ~$13 million in OTA pending payments. Even odder, the company switched to management under Wyndham in early Q3 (August), which management claims will result in fewer OTA bookings, but the QoQ value of OTA Receivables went from $5.9 million to $12.9 million in this first quarter under the Wyndham banner.

Are LuxUrban’s Financials Benefiting From Them Not Reimbursing Travelers? 

We first heard of LuxUrban in a hard-hitting profile of the company by Ciara Long in BisNow. Numerous quotes in the story caught our attention, several of which are highlighted below. 

“It felt like our job wasn’t customer service, our job was to buy time for refunds.”- BisNow 

The BisNow article highlighted conversations with six families that had booked or tried to cancel rooms they were entitled to. LuxUrban’s filings make mention of this, and it’s the same explanation that Ferdinand gave in the LuxUrban piece. 

In June 2022, we migrated our main property management system (PMS) from Hostfully to HostAway. During a 72-hour period following the transition to our new technology platform, technical difficulties resulted in certain double bookings. The vast majority of these double booking reservations were not charged and we worked with third-party marketing and reservation channels to relocate and refund any adversely affected guests. Any similar future events could be more severe and could have an adverse impact on our operations, reputation and financial results.

Yet there are dozens of complaints online that continue today that LuxUrban has not refunded travelers that have continued through late last year. Clearly enough for a trend to emerge. 

LuxUrban’s Auditor Doesn’t Give Us Much Confidence 

LuxUrban is audited by Grassi and Co, which received scrutiny from the SEC in 2016, with them alleging that Grassi and Co violated professional standards.
From the SEC:

Grassi served as independent auditor for several private funds advised by ClearPath Wealth Management, LLC (“ClearPath”) and ClearPath’s principal, Patrick Churchville (“Churchville”) between January 2012 and January 2013. During that time, Grassi issued nine audit reports containing unqualified opinions on the financial statements for four different funds, for years ended 2009 through 2011. From 2010 forward, however, ClearPath and Churchville were defrauding the funds they advised, and the investors in those funds, by misappropriating fund assets and by making repeated misstatements to investors about the value and existence of fund investments. For its part, Grassi repeatedly violated professional standards while failing to heed indications of ClearPath’s and Churchville’s fraud. As a result of its negligence, five of Grassi’s nine audit reports were materially false. This enabled ClearPath and Churchville to continue to report to limited partners materially inflated values of their investments without contradiction, to conceal use of limited partners’ investments for their own benefit, and continue their scheme to defraud the funds and their investors unimpeded. Grassi thereby engaged in improper professional conduct within the meaning of Section 4C(a)(2) of the Exchange Act and Rule 102(e)(1)(ii) of the Commission’s Rules of Practice, and was a cause of ClearPath’s and Churchville’s violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder.

Many of the stocks audited by Grassi and Co have been near or complete wipeouts, but with company names like Hapi Metaverse and Twin Vee Powercats what did you expect? With the exception of PrimeEnergy (which actually turns out to be an interesting and successful OTC oil and gas company), almost all of the companies have been total wipeouts.

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