UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99894 / April 3, 2024

INVESTMENT ADVISERS ACT OF 1940

Release No. 6580 / April 3, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21899

In the Matter of

THOMAS BRENNER, 

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE PROCEEDINGS 

PURSUANT TO SECTION 15(b) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

AND SECTION 203(f) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

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

public interest that public administrative proceedings be, and hereby are, instituted pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Section 203(f) of the 

Investment Advisers Act of 1940 (“Advisers Act”) against Thomas Brenner (“Respondent” or 

“Brenner”). 

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, Respondent admits the Commission’s jurisdiction over him and 

the subject matter of these proceedings, and the findings contained in paragraphs III.2 and III.4

below, and consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment 
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Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth 

below. 

III.

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

1. Brenner, 60 years old, is a resident of Orrville, Ohio. From November 2011 

through June 2016, Brenner was President of First American Securities, Inc., a dually registered 

broker-dealer and investment adviser. From March 2015 through May 2018, Brenner sold 

securities in United RL Capital Services LLC, a Delaware and Michigan corporation. Brenner was 

registered with FINRA from 1986 until August 2016, when he was suspended by FINRA for, 

among other things, making misrepresentations in connection with selling securities. In July 2017, 

FINRA barred Brenner for failing to appear for FINRA-requested testimony.

2. On February 1, 2024, a final judgment was entered by consent against Brenner, 

permanently enjoining him from future violations of 17(a) of the Securities Act of 1933 

(“Securities Act”), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 

206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange 

Commission v. Perry Santillo, et al., 1:18-CV-5491, in the United States District Court for the 

Southern District of New York. 

3. The Commission’s complaint alleged that, from at least April 2013 through

May 2015, Brenner participated in a fraudulent Ponzi scheme that defrauded investors through the 

sales of securities in issuers that purported to conduct legitimate business, but whose operations 

were apparently limited or non-existent. The complaint also alleged that Brenner offered and sold 

securities in these issuers to numerous investors, and provided investment advice to those investors 

and to potential investors. According to the complaint, Brenner told investors that their funds 

would be invested in the issuers, but instead, among other things, Brenner and others enriched 

themselves by misappropriating investor funds. 

4. On April 12, 2023, Respondent pled guilty to one count of conspiracy to commit 

mail fraud and wire fraud in violation of Title 18 United States Code Section 1349, one count of 

conspiracy to commit securities fraud in violation of Title 18 United States Code Section 371, one 

count of committing mail fraud in violation of Title 18 United States Code Section 1341, one count 

of committing wire fraud in violation of Title 18 United States Code Section 1343, one count of 

securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and 

two counts of money laundering in violation of Title 18 United States Code Section 1957 before 

the United States District Court for the Northern District of Ohio, in United States v. Thomas 

Brenner, 5:21-cr-00772-DCN. On October 31, 2023, an amended judgment in the criminal case 

was entered against Respondent. He was sentenced to a prison term of 125 months followed by 

three years of supervised release, and was ordered to make restitution in the amount of 

$3,487,938.89, of which $2,997,886.03 was jointly and severally owed with two co-defendants, 

and $733,456.85 was jointly and severally owed with a third co-defendant. 
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5. In connection with the plea in the criminal case, Brenner admitted that:

(a) Brenner participated with others in a scheme to defraud investors from 

March 2015 through May 2018;

(b) The scheme involved the sale of fraudulent promissory notes issued in the name 

of issuers which Brenner knew actually had little to no substantial legitimate 

business activities; and

(c) In connection with the scheme, Brenner solicited and defrauded numerous

investors out of approximately $3,487,938.89 and used substantial portions of 

the investors’ money for his personal benefit. 

IV.

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

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

Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act, 

and Section 203(f) of the Advisers Act, that Respondent Brenner be, and hereby is barred from 

association with any broker, dealer, investment adviser, municipal securities dealer, municipal 

advisor, transfer agent, or nationally recognized statistical rating organization; and 

Pursuant to Section 15(b)(6) of the Exchange Act, Respondent Brenner be, and hereby is 

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.

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, compliance with the Commission’s order and payment of any 

or all of the following: (a) any disgorgement or civil penalties ordered by a Court against the 

Respondent in any action brought by the Commission; (b) any disgorgement amounts ordered 

against the Respondent for which the Commission waived payment; (c) any arbitration award 

related to the conduct that served as the basis for the Commission order; (d) any self-regulatory 

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

the basis for the Commission order; and (e) any restitution order by a self-regulatory organization, 

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

By the Commission.

Vanessa A. Countryman

Secretary