UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9219 / June 8, 2011

SECURITIES EXCHANGE ACT OF 1934

Release No. 64624 / 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 EUGENE R. 

RANKIN 

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.
2

In connection with these proceedings, Respondent Eugene R. Rankin (“Rankin” 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 3, which are 

admitted, Respondent Rankin 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 Eugene 

R. Rankin (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent Rankin’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. 

 

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

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 Rankin 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 Rankin 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 Rankin 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 Rankin 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 Rankin 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 Rankin 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 Rankin willfully aided and 

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

 

2

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. 
4

3(a)(17)(i)(B)(1) thereunder, which requires that customers receive an explanation of the terms 

regarding investment objectives. 
5

IV.

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

impose the sanctions agreed to in Respondent Rankin’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 Rankin 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 Rankin shall 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 Rankin shall 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 Rankin 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 Rankin shall, within 15 days of the entry of this Order, pay a civil 

money penalty in the amount of $15,000 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 Eugene R. Rankin 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.
6

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

for the penalties referenced in paragraph E 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
7

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 Eugene R. Rankin ("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. Eugene R. Rankin

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 Eugene R. Rankin)