UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9218 / June 8, 2011

SECURITIES EXCHANGE ACT OF 1934

Release No. 64623 / June 8, 2011

ADMINISTRATIVE PROCEEDING

File No. 3-14163

In the Matter of

MMR INVESTMENT 

BANKERS, LLC (d/b/a MMR, 

INC.),

WILLIAM G. MARTIN, JR.,

EUGENE R. RANKIN,

JOHN A. HUBERT, and

 AARON D. FIMREITE,

Respondents.

ORDER MAKING FINDINGS AND 

IMPOSING REMEDIAL SANCTIONS AND A 

CEASE-AND-DESIST ORDER PURSUANT 

TO SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTIONS 15(b) AND 21C OF 

THE SECURITIES EXCHANGE ACT OF 

1934 AS TO RESPONDENT WILLIAM G. 

MARTIN, JR.

I.

On December 14, 2010, the Securities and Exchange Commission (“Commission”) 

instituted public administrative and cease-and-desist proceedings pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) and Sections 15(b) and 21C of the Securities Exchange 

Act of 1934 (“Exchange Act”) against Respondents MMR Investment Bankers, LLC , d/b/a MMR, 

Inc. (“MMR”); William G. Martin, Jr. (“Martin”); Eugene R. Rankin (“Rankin”); John A. Hubert

(“Hubert”); and Aaron D. Fimreite (“Fimreite”). 

II.
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In connection with these proceedings, Respondent William G. Martin, Jr. (“Martin” or 

“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 proceedings and the facts stated in paragraphs III.1 and 2, which are 

admitted, Respondent Martin consents to the entry of this Order Making Findings and Imposing 

Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 

1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934 as to Respondent 

William G. Martin (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent Martin’s Offer, the Commission finds1that: 

1. At all relevant times, Respondent MMR, located in Wichita, Kansas, was registered 

with the Commission as a broker-dealer. 

2. At all relevant times, Respondent Martin was the president and majority owner of 

MMR. He holds Series 7, 24, 27, 53, 63, and 79 licenses.

3. At all relevant times, Respondent Rankin was the vice-president and assistant 

compliance officer of MMR. He holds Series 7, 63 and 79 licenses. 

4. At all relevant times, Respondent Hubert was a registered representative associated 

with MMR. He holds Series 7, 63, and 79 licenses. 

5. At all relevant times, Respondent Fimreite was a registered representative 

associated with MMR. He holds Series 7, 63, and 79 licenses. 

6. From 2005 through 2008, Respondents recommended, offered, and sold eleven 

best-efforts, no minimum private placement debenture offerings for eight small start-up 

companies. 

7. The debenture companies were Dynamic Distribution, Inc.; El Pegasu 

Developmental, Inc.; Equity Capital Source, Inc.; Havoc Distribution, Inc.; MLP Associates, LLC

(“MLP”); Partners in Care; Southfield Energy Corp.; and Vending Ventures, Inc. 

 

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 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. 
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8. All but one of the eight debenture companies are now in default on payments of 

interest and/or principal. 

9. Disclosure documents prepared in part by Respondent Martin failed to disclose that 

Martin and Rankin created a new company, Sunflower Management Group, LLC (“Sunflower”),

to manage the proceeds of the debenture sales; that Martin, Rankin, Fimreite, and Hubert’s wife all 

owned shares in Sunflower; that Sunflower received management fees in the amount of 1/12 of 1% 

of the total outstanding debentures, charged to the offering companies2; that in 2008, one of the 

offering companies, MLP, defaulted on maturing debentures from its 2005 offering; or that Martin, 

Rankin, Hubert, and Fimreite had received shares in some of the offering companies pursuant to 

Sunflower’s management agreements with the companies.

10. Respondent Martin was reckless in not knowing of these material omissions. 

11. The debentures were unsuitable investments for numerous MMR customers given 

the level of risk in light of the customers’ investment objectives, advanced age, annual income, 

and net worth. Nevertheless, MMR through its registered representatives recommended and sold 

the debentures to numerous such customers. 

12. Respondent Martin was reckless in not knowing that MMR was selling debentures 

to customers for whom the debentures were unsuitable investments. 

13. As a result of the conduct described above, Respondent Martin willfully violated 

Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder, which prohibit fraudulent conduct in the offer and sale of securities and in connection 

with the purchase or sale of securities.

14. As a result of the conduct described above, Respondent Martin willfully aided and 

abetted and caused MMR’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder. 

15. As a result of the conduct described above, Respondent Martin willfully aided and 

abetted and caused MMR’s violation of Section 15(c) of the Exchange Act, which similarly 

prohibits fraudulent conduct in the offer and sale of securities and in connection with the purchase 

or sale of securities by broker-dealers. 

16. As a result of the conduct described above, Respondent Martin willfully aided and 

abetted and caused MMR’s violation of Section 17(a) of the Exchange Act and Rule 17a-

 

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In their disclosure documents for all but one of the offerings, Respondents did disclose 

the fact that a company affiliated with MMR received a management fee for managing the 

proceeds of the debenture sales, but did not disclose the amount of the fee. 
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3(a)(17)(i)(B)(1) thereunder, which requires that customers receive an explanation of the terms 

regarding investment objectives.

17. As a result of the wrongful conduct described above, Respondent Martin received 

ill-gotten gains of $25,200. 

IV.

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

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

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

the Exchange Act, it is hereby ORDERED that:

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

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

and Rule 10b-5 and from aiding and abetting or causing violations of Sections 10(b), 15(c), and 

17(a) and Rules 10b-5 and 17a-3(a)(17)(i)(B)(1) thereunder;

B. Respondent Martin 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 

C. Respondent Martin 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.

D. Any reapplication for association by Respondent Martin 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 

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.

E. Respondent Martin shall, within 15 days of the entry of this Order, pay 

disgorgement of $25,200.00 and prejudgment interest of $2,292.32 to the Securities and Exchange

Commission. If timely payment is not made, additional interest shall accrue pursuant to SEC Rule 

of Practice 600. Payment shall be: (A) made by wire transfer, United States postal money order, 

certified check, bank cashier's check or bank money order; (B) made payable to the Securities and 
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Exchange Commission; (C) hand-delivered or mailed to the Securities and Exchange 

Commission, Office of Financial Management, 100 F St., NE, Stop 6042, Washington, DC 

20549; and (D) submitted under cover letter that identifies William G. Martin, Jr. as a Respondent 

in these proceedings and states the file number of these proceedings, a copy of which cover letter 

and money order or check shall be sent to Polly Atkinson, 1801 California Street, Suite 1500, 

Denver, Colorado, 80202. 

F. Respondent Martin shall, within 15 days of the entry of this Order, pay a civil 

money penalty in the amount of $30,000 to the Securities and Exchange Commission. If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 3717. Such payment 

shall be: (A) made by wire transfer, United States postal money order, certified check, bank 

cashier's check or bank money order; (B) made payable to the Securities and Exchange 

Commission; (C) hand-delivered or mailed to the Securities and Exchange Commission, Office of 

Financial Management, 100 F St., NE, Stop 6042, Washington, DC 20549; and (D) submitted 

under cover letter that identifies William G. Martin, Jr. as a Respondent in these proceedings and 

states the file number of these proceedings, a copy of which cover letter and money order or check 

shall be sent to Polly Atkinson, 1801 California Street, Suite 1500, Denver, Colorado, 80202.

G. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is 

created for the disgorgement, interest and penalties referenced in paragraphs E and F above. 

Regardless of whether any such Fair Fund distribution is made, 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 he shall not, after offset or reduction in any Related Investor Action based 

on Respondent’s payment of disgorgement in this action, argue that he is entitled to, nor shall he 

further benefit by offset or reduction of any part of Respondent’s payment of a civil penalty in this 

action ("Penalty Offset"). If the court in any 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 United States Treasury or to a Fair Fund, as the Commission directs. 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.

By the Commission.

Elizabeth M. Murphy

Secretary
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Service List

Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 

authorized officer of the Commission, shall serve a copy of the Order Making Findings and 

Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the 

Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934 as to 

Respondent William G. Martin ("Order"), on the Respondent and his legal agent.

The attached Order has been sent to the following parties and other persons entitled to 

notice:

Honorable Brenda P. Murray

Chief Administrative Law Judge

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-2557

Polly Atkinson, Esq.

Denver Regional Office

Securities and Exchange Commission 

1801 California Street

Suite 1500

Denver, CO 80202

Mr. William G. Martin

c/o Philip Bledsoe, Esq. 

Polsinelli Shughart

1050 17th Street

Suite 2300

Denver, CO 80265 

Philip Bledsoe, Esq. 

Polsinelli Shughart

1050 17th Street

Suite 2300

Denver, CO 80265 

(Counsel for William G. Martin)