UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: 

GOLDLINE, INC. and 

A-MARK PRECIOUS METALS,

INC.

Respondents. 

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CFTC Docket No. 22-30

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTIONS 6(c) AND 6(d) OF THE COMMODITY EXCHANGE ACT, MAKING 

FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from approximately April 2018 to approximately June 2021 (the “Relevant Period”), Goldline, 

Inc. (“Goldline”) and A-Mark Precious Metals, Inc. (“A-Mark”) (collectively “Respondents”) 

violated Sections 4(a), 4d(a)(1), and 4b(a)(2)(A) and (C) of the Commodity Exchange Act 

(“Act”), 7 U.S.C. §§ 6(a), 6d(a)(1), and 6b(a)(2)(A) and (C). Therefore, the Commission deems 

it appropriate and in the public interest that public administrative proceedings be, and hereby are, 

instituted to determine whether Respondents engaged in the violations set forth herein and to 

determine whether any order should be issued imposing remedial sanctions. 

In anticipation of the institution of an administrative proceeding, Respondents have 

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Without admitting or denying any of the findings or conclusions herein, Respondents consent to 

the entry of this Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the 

Commodity Exchange Act, Making Findings and Imposing Remedial Sanctions (“Order”) and 

acknowledge service of this Order.1

1

 Respondents consent to the use of the findings of fact and conclusions of law in this Order in this proceeding and 

in any other proceeding brought by the Commission or to which the Commission is a party or claimant, and agree 

that it shall be taken as true and correct and be given preclusive effect therein, without further proof. Respondents 

do not consent, however, to the use of this Order, or the findings or conclusions herein, as the sole basis for any 

other proceeding brought by the Commission or to which the Commission is a party or claimant, other than: a 

proceeding in bankruptcy or receivership; or a proceeding to enforce the terms of this Order. Respondents do not 

consent to the use of the Offer or this Order, or the findings or conclusions in this Order, by any other party in any 

other proceeding.
2 

II. FINDINGS 

The Commission finds the following: 

A. Summary 

During the Relevant Period, Goldline violated Sections 4(a) and 4d(a)(1) of the Act, 7 

U.S.C. §§ 6(a), 6d(a)(1), by offering to enter into, entering into, confirming the execution of, and 

conducting an office and business in the United States for the purpose of soliciting, accepting 

orders for, and otherwise dealing in illegal off-exchange retail commodity transactions and by 

accepting funds in connection with the soliciting or acceptance of orders while failing to be 

properly registered. Specifically, the transactions were leveraged, margined, or financed 

precious metals transactions with individuals who were not Eligible Contract Participants 

(“ECPs”) pursuant to Section 1a(18) of the Act, 7 U.S.C. § 1a(18)2. For these transactions, 

Goldline received net income totaling $627,801.78. 

Further, during the Relevant Period, Goldline violated Section 4b(a)(2)(A) and (C) of the 

Act, 7 U.S.C. §§ 6b(a)(2)(A) and (C), by committing solicitation fraud in connection with retail 

commodity transactions. In particular, Goldline intentionally and/or recklessly made material 

misrepresentations in its customer account agreements and other solicitation materials. First, 

Goldline misrepresented the percentage by which its bid price (i.e., the amount at which Goldline 

would purchase metals3

 from its customers) would have to increase before the customers could 

break-even on their metal purchases. Second, Goldline misrepresented that it, rather than a thencompeting third-party retail precious metals dealer (“Metals Dealer”),4

 would buy back from 

customers metals that the customers previously purchased from Goldline. 

A-Mark is liable for Goldline’s acts and omissions described herein pursuant to Section 

2(a)(l)(B) of the Act, 7 U.S.C. § 2(a)(1)(B) and Commission Regulation 1.2, 17 C.F.R. § 1.2 

(2021). Specifically, during the Relevant Period, Goldline acted as an agent for A-Mark and 

committed the acts and omissions within the course and scope of its agency with A-Mark. 

B. Respondents 

Goldline, Inc. is a Delaware corporation formed in or about June 2017. Its principal 

place of business is Los Angeles, California. Goldline has been a retail precious metals dealer in 

one form or another since 1960. Goldline has never been registered with the Commission in any 

capacity. 

 

2

 As is relevant to this matter, Section 1a(18)(xi) of the Act, 7 U.S.C. § 1a(18)(xi), defines an ECP as an individual 

who has amounts invested on a discretionary basis, the aggregate of which is in excess of $10,000,000, or which is 

in excess of $5,000,000 and who enters into the agreement, contract, or transaction in order to manage the risk 

associated with an asset owned or liability incurred, or reasonably likely to be owned or incurred, by the individual. 

3

 As used in this Order, the term “metals” refers to all precious metal products sold by Goldline (e.g., bullion bars, 

numismatic coins, etc.); however, in practice, most of the product covered by the activity described herein related to 

numismatic coins. 

4

 In March 2021 A-Mark acquired the Metals Dealer, and it is now an A-Mark subsidiary. 
3 

A-Mark Precious Metals, Inc. is a Delaware corporation formed in or about January 

2014. Its principal place of business is El Segundo, California. A-Mark is a NASDAQ-listed 

precious metals trading company and has been operating in one form or another since 1965. AMark has never been registered with the Commission in any capacity. 

C. Facts 

1. A-Mark Acquires Goldline 

From its inception in 1960 until approximately June 2017, Goldline operated 

independently under the name Goldline, LLC. In June 2017, A-Mark purchased all of Goldline, 

LLC’s assets, and created Goldline, Inc., a wholly-owned subsidiary of A-Mark. During the 

time A-Mark owned Goldline, Inc., most, if not all, of Goldline’s customers were individuals 

who did not meet the definition of an ECP under Section 1a(18) of the Act. 

After A-Mark acquired Goldline, it replaced Goldline’s management and installed its 

own management as Goldline’s senior management. The new Goldline management changed 

some of Goldline’s prior policies and procedures with respect to the metals that Goldline offered, 

as well as representations concerning those metals. Specifically, two key areas changed. First, 

Goldline began to solicit, accept orders for, and otherwise deal in leveraged, margined, or 

financed, off-exchange retail commodity transactions in metals with members of the general 

public. Second, Goldline made certain misrepresentations in its customer account agreements 

and other solicitation materials. 

2. Goldline Engaged in Off-Exchange Retail Commodity Transactions 

From approximately April 2018 until approximately July 2019, Goldline, under new 

management, offered what it called the Collateral Finance Program (“CFP”). Under the CFP, 

Goldline customers could use their currently-owned or newly-purchased metals to secure loans 

of up to 75% of the current ask price of those metals5

, which could then be used to purchase 

additional metals from Goldline. Customers who wished to use their currently-owned metals as 

collateral for financed purchases of new metals would send some or all of their existing metal 

holdings to a storage facility, as directed by Goldline. Those metals would be held in the storage 

facility that was chosen by Goldline, along with the customers’ newly-financed metal purchases, 

until the loans were satisfied. In the case of customers who wished to use their new metal 

purchases as collateral for additional, financed metal purchases, Goldline would send the newlypurchased metals directly to the storage facility chosen by Goldline, instead of delivering it to the 

customers. In similar fashion, those metals would then be held in storage, along with the 

customers’ additional, financed metal purchases, until the loans were satisfied. In either 

instance, Goldline directed the metals be stored with another wholly-owned subsidiary of AMark. Customers paid additional fees for storage of their metals. Moreover, until the loans were 

satisfied, the financed metal purchases never changed hands between Goldline and the 

customers, and were subject to Goldline’s exclusive control.6

 None of the customers who 

 

5

 The ask price was the price at which Goldline was willing to sell metals to its customers. 

6

 Until the loans were satisfied, if the collateral used to secure the loans fell below a certain value, Goldline could 

issue an “equity call” to the customers in which the customers could either post additional collateral, or pay down 
4 

purchased metals through the CFP took delivery of their metals within 28 days of their 

transactions. 

The loans provided to customers to purchase the additional metals were provided by yet 

another wholly-owned subsidiary of A-Mark. Customers paid 7.9% annual interest through 

quarterly interest-only payments on the CFP loans. The initial term for the loans was six months; 

at the end of the six-month period, customers had the option to pay off the loan or enter into 

extensions of their loan agreements with Goldline, again via the wholly-owned A-Mark 

subsidiary. 

During the Relevant Period, over 230 Goldline customers financed metal purchases 

through the CFP, and Goldline received net income from the program totaling $627,801.78. 

3. Goldline’s Misrepresentations in Customer Account Agreements and Other 

Solicitation Materials 

a. Break-Even Concept 

During the Relevant Period, new Goldline management amended its prior customer 

account agreements and other solicitation materials concerning the concept of “break-even” (i.e., 

the percentage by which Goldline’s bid price would have to increase before the customers would 

break-even on their transactions). The break-even concept is an important element in the risk 

calculus performed by customers when deciding to buy metals. 

Prior to its acquisition by A-Mark, Goldline’s customer account agreements and other 

solicitation materials explained the concept of break-even by way of two examples of sales of its 

metals to customers. Both of those examples correctly calculated the percentage by which 

Goldline’s bid price would have to increase before a customer could break-even. 

However, after its acquisition by A-Mark, Goldline changed the explanation of the breakeven point in the customer account agreements and other solicitation materials. This new 

explanation misrepresented the percentage by which Goldline’s bid price would have to increase 

before a customer could break even. Although Goldline management was aware of this 

misrepresentation, management did nothing to correct the false statement. 

Subsequently, Goldline again changed the break-even explanation in its customer account 

agreements and other solicitation materials; however, this explanation continued to misrepresent 

the percentage by which Goldline’s bid price would have to increase before a customer could 

break even. 

b. Buyback Policy 

Before A-Mark’s acquisition of Goldline, Goldline’s customer account agreements and 

other solicitation materials stated that if customers wanted to sell metals originally purchased 

 

the principal to satisfy the call. If the customer did not satisfy the equity call, Goldline, in its discretion, could 

liquidate all or part of the collateral to satisfy the equity call. 
5 

from Goldline at some point in the future, Goldline would buy back those metals from customers 

at Goldline’s then-current buyback price (i.e., Goldline’s bid price) for the metals. This buyback 

policy provided customers with the comfort of knowing that Goldline would provide a market to 

repurchase customers’ metals in the future. For several years prior to the Relevant Period, 

Goldline did repurchase customers’ metals pursuant to the buyback policy. Indeed, Goldline 

initially continued the buyback policy after A-Mark’s acquisition of Goldline. 

However, in approximately February/March 2018, new Goldline management decided to 

change the buyback policy. Specifically, Goldline entered into an outsourcing agreement with 

the Metals Dealer. Pursuant to this agreement, the Metals Dealer would replace Goldline as the 

buyback entity for Goldline customers. However, the Metals Dealer was under no obligation to 

continue the Goldline buyback policy as set forth in the customer agreement. It had sole 

discretion to set its own price, regardless of the Goldline buyback price. Despite this significant 

change in the buyback policy, Goldline did not change its representations in the customer 

agreement or other solicitation materials that: (1) Goldline would be the re-purchaser; and (2) 

that a customer would receive the Goldline buyback price. 

The agreement between Goldline and the Metals Dealer also contained a provision under 

which the Metals Dealer would represent itself as Goldline at all times when engaging in 

buyback services for Goldline customers. Thereafter, starting in approximately April 2018 and 

continuing during the Relevant Period, when Goldline customers wanted to avail themselves of 

the buyback policy, Goldline, without the customers’ knowledge, would direct the customers’ 

calls to the Metals Dealer. The Metals Dealer responded to the Goldline customers as “Goldline 

buybacks” or “Goldline Liquidation Desk,” and would communicate with customers using the 

Goldline “brand.”7

 

Consequently, while representing itself as Goldline, the Metals Dealer offered to buyback 

Goldline’s customers’ metals at the Metal Dealer’s current bid price rather than, as stated in the 

customer agreement and other solicitation materials, at Goldline’s buyback price (or bid price). 

Although this misrepresentation in the customer account agreements concerning 

Goldline’s buyback policy was brought to the attention of Goldline management, management 

failed to correct the misrepresentation and failed to disclose that it no longer had a stake in the 

repurchasing of its metals as stated in its customer agreement and other solicitation materials. 

III. LEGAL DISCUSSION 

A. Relevant Statutory Background 

Section 2(c)(2)(D) of the Act broadly applies to any agreement, contract, or transaction in 

any commodity that is entered into with, or offered to (even if not entered into with) a noneligible contract participant (“non-ECP”) or non-eligible commercial entity on a leveraged or 

margined basis, or financed by the offeror, the counterparty, or a person acting in concert with 

 

7

 For example, written communications and receipts sent by the Metals Dealer as part of their buy-back utilized the 

trademarked Goldline logo and mastheads. This had the effect of leading the customers selling their metal to believe 

that they were dealing with Goldline, and not a third party. 
6 

the offeror or counterparty on a similar basis. 7 U.S.C. § 2(c)(2)(D)(i). Section 2(c)(2)(D) 

further provides that such an agreement, contract, or transaction shall be subject to Sections 4(a), 

4(b), and 4b of the Act “as if the agreement, contract, or transaction was a contract of sale of a 

commodity for future delivery.” Id. § 2(c)(2)(D)(iii). 

Section 2(c)(2)(D)(ii) of the Act excepts certain transactions from Section 2(c)(2)(D). 

Section 2(c)(2)(D)(ii)(III)(aa) excepts a contract of sale that “results in actual delivery within 28 

days or such other longer period as the Commission may determine by rule or regulation based 

upon the typical commercial practice in cash or spot markets for the commodity involved.”8 

Section 2(c)(2)(D)(ii)(III)(bb) excepts a contract of sale that creates an enforceable obligation to 

deliver between a seller and a buyer that have the ability to deliver and accept delivery, 

respectively, in connection with the line of business of the seller and buyer. 

The Commission has stated that its view is that the determination of whether “actual 

delivery” has occurred within the meaning of Section 2(c)(2)(D)(ii)(III)(aa) requires a 

consideration of evidence beyond the four corners of the contract documents. This interpretation 

of the statutory language is based on Congress’ use of the word “actual” to modify “delivery” 

and on the legislative history of Section 2(c)(2)(D)(ii)(III)(aa). Consistent with this 

interpretation, in determining whether actual delivery has occurred within 28 days, the 

Commission will employ a functional approach and examine how the agreement, contract, or 

transaction is marketed, managed, and performed, instead of relying solely on language used by 

the parties in the agreement, contract, or transaction.9

 Indeed, as the Ninth Circuit stated: 

“[T]he plain language [of Section 2(c)(2)(D)(ii)(III)(aa)] tells us that actual 

delivery requires at least some meaningful degree of possession or control by the 

customer. It is possible for this exception to be satisfied when the commodity sits 

in a third-party depository, but not when, as here, metals are in the broker’s 

chosen depository, never exchange hands, and are subject to the broker’s 

exclusive control, and customers have no substantial, non-contingent interests.” 

CFTC v. Monex, 931 F.3d 966, 974 (9th Cir. 2019) 

Further, unless the Commission provides otherwise, the 28 days for actual delivery is 28 

days from the date the agreement, contract, or transaction is confirmed to the buyer or seller, 

typically, a retail customer. 

Other than these exceptions, Congress did not express any intent to limit the reach of 

Section 2(c)(2)(D). Rather, in enacting the statute Congress expressed its intent that Section 

2(c)(2)(D) should be applicable to a broad range of agreements, contracts, and transactions. 

 

8

 The Commission has not adopted any regulations permitting a longer actual delivery period for any commodity 

pursuant to Section 2(c)(2)(D)(ii)(III)(aa) of the Act. Accordingly, the 28-day actual delivery period set forth in this 

provision remains applicable to all commodities. 

9 See Retail Commodity Transactions Under Commodity Exchange Act, 76 Fed. Reg. 77,670 (Dec. 14, 2011). 
7 

Section 2(c)(2)(D) of the Act applies to all agreements, contracts, and transactions 

entered into with, or offered to, non-ECPs on a leveraged or margined basis, or financed by the 

offeror, the counterparty, or a person acting in concert with the offeror or counterparty on a 

similar basis, as those terms are commonly used in the industry. 

B. The Commission’s Jurisdiction 

Goldline offered precious metals transactions to, and entered into such transactions with, 

persons who were not ECPs or eligible commercial entities. Moreover, Goldline offered and 

entered into such transactions on a margined or leveraged basis, or financed by Goldline. 

Goldline’s retail financed precious metals transactions fall squarely within the Commission’s 

jurisdiction under Section 2(c)(2)(D) of the Act. 

Goldline’s retail-financed precious metals transactions that it executed with its customers 

did not result in actual delivery to the customer within 28 days from the date of the agreement, 

the contract, or when transaction was confirmed. As stated above, until the loans were satisfied, 

financed metal purchases would be held in the storage facility that was chosen by Goldline, the 

financed metal purchases never exchanged hands between Goldline and the customers, and the 

financed metal purchases were subject to Goldline’s exclusive control. For those retail-financed 

precious metals transactions for which actual delivery to the customer occurred, such delivery 

took place more than 28 days from the date the agreement, contract, or transaction was 

confirmed once the loan was satisfied. Therefore, Goldline’s transactions are not excepted from 

the Commission’s jurisdiction under Section 2(c)(2)(D)(ii)(III)(aa) of the Act. 

C. Goldline Violated Section 4(a) of the Act: Illegal Off-Exchange Retail Commodity 

Transactions 

As stated above, retail commodity transactions within the scope of Section 2(c)(2)(D) of 

the Act are subject to enforcement under Section 4(a) of the Act, among other provisions, as if 

such transactions are commodity futures contracts. Section 4(a) of the Act makes it unlawful for 

any person to offer to enter into, enter into, execute, confirm the execution of, or conduct an 

office or business in the United States for the purpose of soliciting, or accepting any order for, or 

otherwise dealing in any transaction in, or in connection with, a commodity futures contract, 

unless such transaction is made on or subject to the rules of a board of trade that has been 

designated or registered by the Commission as a contract market or derivatives transaction 

execution facility for the specific commodity. 

Goldline offered to enter into, entered into, and/or confirmed the execution of retail 

leveraged, margined, or financed precious metals transactions. Goldline also conducted an office 

and business in the United States for the purpose of soliciting, accepting orders for, and 

otherwise dealing in retail leveraged, margined, or financed precious metals transactions. None 

of the retail financed precious metals transactions were conducted on or subject to the rules of a 

board of trade that has been designated or registered by the Commission as a contract market or 

derivatives transaction execution facility for precious metals. Goldline’s conduct, as set forth 

herein, violated Section 4(a) of the Act. 
8 

D. Goldline Violated Section 4(d)(a)(1) of the Act: Failure to Register as an FCM 

Section 4d(a)(1) of the Act makes it unlawful for any person to engage as a futures 

commission merchant (“FCM”), unless such person is registered with the Commission as an 

FCM and such registration has not expired or been suspended or revoked. The Act defines an 

FCM to include, among other things, a corporation that is engaged in soliciting or accepting 

orders for any agreement, contract, or transaction described in Section 2(c)(2)(D)(i) (retail 

commodity transactions) and in or in connection with such acceptance of such orders accepts 

money, securities, or property (or extends credit in lieu thereof) to margin, guarantee, or secure 

any trades or contracts that result or may result therefrom. 7 U.S.C. § 1(a)(28)(A)(i)(I)(aa)(DD) 

& (II) (2012). Goldline acted as an FCM by soliciting and accepting customers’ orders for 

leveraged, margined, or financed precious metals transactions and, in connection with those 

transactions, receiving net income totaling $627,801.78 from those customers, including 

customers who were not ECPs. As such, Goldline acted as an unregistered FCM in violation of 

Section 4d(a)(1) of the Act. 

E. Goldline Violated Section 4b(a)(2)(A) and (C) of the Act: Fraud in Connection with 

Retail Commodity Transactions 

Section 2(c)(2)(D) provides that retail commodity transactions, like those offered by 

Goldline, shall be subject to the Act’s antifraud provision in Section 4b. Section 4b(a) of the Act 

provides, in pertinent part, that it is unlawful for any person to defraud or attempt to defraud 

another person in connection with retail commodity transactions.10 Specifically, Sections 

4b(a)(2)(A) and (C) of the Act make it unlawful for any person to “(A) cheat or defraud or 

attempt to cheat or defraud the other person” or “(C) willfully to deceive or attempt to deceive 

the other person by any means whatsoever in regard to any order or contract or the disposition or 

execution of any order or contract.” 

“To establish liability for fraud, the Commission must prove: ‘(1) the making of a 

misrepresentation, misleading statement, or a deceptive omission; (2) scienter; and 

(3) materiality.’” CFTC v. Hunter-Wise Commodities, LLC, 749 F.3d 967, 981 (11th Cir. 2014) 

(quoting CFTC v. R.J. Fitzgerald & Co., 310 F.3d 1321, 1328 (11th Cir. 2002), cert. denied, 543 

U.S. 1034 (2004)). “Whether a misrepresentation has been made depends on the ‘overall 

message’ and the ‘common understanding of the information conveyed.’” R.J. Fitzgerald & Co.,

310 F.3d at 1328 (11th Cir. 2002) (citation omitted). 

 

10 Section 4b(a) of the Act provides: 

It shall be unlawful-- 

(1) for any person, in or in connection with any order to make, or the making of, any contract of sale of any 

commodity in interstate commerce or for future delivery that is made, or to be made, on or subject to the rules of a 

designated contract market, for or on behalf of any other person; or 

(2) for any person, in or in connection with any order to make, or the making of, any contract of sale of any 

commodity for future delivery, or swap, that is made, or to be made, for or on behalf of, or with, any other person, 

other than on or subject to the rules of a designated contract market-- 
9 

Materiality is defined as any fact that “a reasonable investor would consider... important 

in making an investment decision.” CFTC v. R.J. Fitzgerald & Co., 310 F.3d 1321, 1328 (11th 

Cir. 2002); see also CFTC v. Commonwealth Fin. Group, Inc., 874 F. Supp. 1345, 1353-1354 

(S.D. Fla. 1994), aff’d in part, rev’d in part on other grounds, 795 F.3d 1159 (11th Cir. 1996). 

Any fact that enables customers to assess independently the risk inherent in their investment and 

the likelihood of profit is a material fact. In re Commodities Int’l Corp., [1996-1998 Transfer 

Binder] Comm. Fut. L. Rep. (CCH) ¶ 26,943 at 44,563-64 (CFTC Jan. 14, 1997); CFTC v. Noble 

Wealth Data Info. Serv. Inc., 90 F. Supp. 2d 676, 686 (D. Md. 2000), aff’d in part, vacated in 

part, sub nom. CFTC v. Baragosh, 278 F.3d 391 (4th Cir. 2002) (“[M]isrepresentations regarding 

profit potential and risk go to the heart of a customer’s investment decision and are therefore 

material as a matter of law.”). 

Scienter “refers to a mental state embracing an intent to deceive, manipulate, or defraud.” 

CFTC v. Rosenberg, 85 F. Supp. 2d 424, 448 (D.N.J. 2000) (citing Ernst & Ernst v. Hochfelder, 

425 U.S. 185, 193 (1976)). The Commission “need not show that defendants acted with an evil 

motive or an intent to injure[;] rather, recklessness is sufficient to satisfy the scienter 

requirement.” Id. (internal quotations and citation omitted); see also Drexel Burnham Lambert, 

Inc. v. CFTC, 850 F.2d 742, 748 (D.C. Cir. 1988) (finding that recklessness is sufficient to 

satisfy scienter requirement). 

Here, Goldline intentionally and/or recklessly made materially false representations of 

the break-even concept and its buyback policy. In particular, Goldline’s statements concerning 

the break-even point were false because Goldline misrepresented the percentage by which its bid 

price would have to increase before customers could break even on their investment. These 

misrepresentations were material in terms of their negative impact upon customers’ ability to 

properly evaluate their risks associated with the transactions. Goldline either intentionally or 

recklessly made these misrepresentations because it failed to correct the misrepresentation, 

despite being told that the misrepresentation existed. 

Likewise, Goldline’s statements concerning its buyback policy were false. Goldline 

initially represented that under its buyback policy, it would buy back metals from customers at 

Goldline’s then-current bid price. However, Goldline’s new management unilaterally changed 

the policy, and contracted with the Metals Dealer to conduct future buy backs at the Metal 

Dealer’s then-current bid price for the metals, which was set in the Metals Dealer’s sole 

discretion. Goldline’s customers were not notified of this change. To the contrary, the 

outsourcing agreement deceived Goldline customers when it directed the Metals Dealer to 

communicate with customers as “Goldline buybacks” or “Goldline Liquidation Desk.” 

The misrepresentations pertaining to the buyback policy are material as the change made 

by Goldline actively deceived customers and distorted their ability to properly evaluate the risks 

associated with the transactions. Further, Goldline either intentionally or recklessly made these 

misrepresentations because: (1) it knew that it had entered into an agreement with the Metals 

Dealer to conduct the buybacks; (2) it knew that the Metals Dealer would represent itself as 

Goldline at all times when engaging in buyback services for Goldline customers; and 

(3) although this misrepresentation in the customer account agreements was brought to 

Goldline’s attention, Goldline failed to correct the misrepresentation and failed to disclose to its 
10 

customers that it was no longer repurchasing metals as stated in its customer agreement and other 

solicitation materials. 

As a direct result of the aforementioned conduct, Goldline violated Section 4b(a)(2)(A) 

and (C) of the Act. 

F. A-Mark Is Liable for the Violations of Its Agent Goldline 

Under Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B), as well as Regulation 1.2, 17 

C.F.R. § 1.2 (2021), a principal is strictly liable for the violations of its agents made within the 

scope of their agency. Rosenthal & Co. v. CFTC, 802 F.2d 963, 966 (7th Cir. 1986). A-Mark 

acquired Goldline and then replaced Goldline’s senior management with its own senior 

management. Goldline’s conduct, as described above, was done at the behest and direction of AMark. Therefore, Goldline was acting as A-Mark’s agent in connection with this conduct. 

Pursuant to Section 2(a)(1)(B) of the Act and Regulation 1.2, A-Mark is liable for Goldline’s 

violations of Section 4(a), 4d(a)(1) and 4b(a)(2)(A) and (C) of the Act. 

IV. FINDINGS OF VIOLATION 

Based on the foregoing, the Commission finds that, during the Relevant Period, Goldline 

and A-Mark violated Sections 4(a), 4d(a)(1), and 4b(a)(2)(A) and (C) of the Act, 7 U.S.C. 

§§ 6(a), 6d(a)(1), and 6b(a)(2)(A) and (C). 

V. OFFER OF SETTLEMENT 

Respondents have submitted the Offer in which they, without admitting or denying the 

findings and conclusions herein: 

A. Acknowledge receipt of service of this Order; 

B. Admit the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission based 

on violation of or enforcement of this Order; 

C. Waive: 

1. The filing and service of a complaint and notice of hearing; 

2. A hearing; 

3. All post-hearing procedures; 

4. Judicial review by any court; 

5. Any and all objections to the participation by any member of the Commission’s 

staff in the Commission’s consideration of the Offer; 
11 

6. Any and all claims that they may possess under the Equal Access to Justice Act, 5 

U.S.C. § 504 and 28 U.S.C. § 2412, and/or the rules promulgated by the 

Commission in conformity therewith, Part 148 of the Commission’s Regulations, 

17 C.F.R. §§ 148.1-30 (2021), relating to, or arising from, this proceeding; 

7. Any and all claims that they may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, §§ 201-253, 110 Stat. 

847, 857-868 (1996), as amended by Pub. L. No. 110-28, § 8302, 121 Stat. 112, 

204-205 (2007), relating to, or arising from, this proceeding; and 

8. Any claims of Double Jeopardy based on the institution of this proceeding or the 

entry in this proceeding of any order imposing a civil monetary penalty or any 

other relief; 

D. Stipulate that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondents have consented in the Offer; 

E. Consent, solely on the basis of the Offer, to the Commission’s entry of this Order that: 

1. Makes findings by the Commission that Goldline and A-Mark violated Sections 

4(a), 4d(a)(1), and 4b(a)(2)(A) and (C) of the Act, 7 U.S.C. §§ 6(a), 6d(a)(1), and 

6b(a)(2)(A) and (C); 

2. Orders Respondents to cease and desist from violating Sections 4(a), 4d(a)(1), and 

4b(a)(2)(A) and (C) of the Act, 7 U.S.C. §§ 6(a), 6d(a)(1), and 6b(a)(2)(A) and 

(C); 

3. Orders Respondents to pay, jointly and severally, a civil monetary penalty 

(“CMP”) in the amount of four hundred and fifty thousand dollars ($450,000), plus 

any post-judgment interest, within ten days of the date of the entry of the Order; 

4. Orders Respondents and their successors and assigns to comply with the conditions 

and undertakings consented to in Section VI of this Order, including, but not 

limited to, Respondents’ undertaking to pay disgorgement in the amount of six 

hundred and twenty-seven thousand, eight hundred and one dollars and seventyeight cents ($627,801.78), plus any post-judgment interest, within ten days of the 

date of the entry of this Order. 

Upon consideration, the Commission has determined to accept the Offer. 

VI. ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Respondents shall cease and desist from violating Sections 4(a), 4d(a)(1), and 

4b(a)(2)(A) and (C) of the Act, 7 U.S.C. §§ 6(a), 6d(a)(1), and 6b(a)(2)(A) and (C). 
12 

B. Respondents shall pay, jointly and severally, a CMP in the amount of four hundred and 

fifty thousand dollars ($450,000) (“CMP Obligation”) within ten days of the date of entry 

of this Order. If the CMP Obligation is not paid in full within ten days of the date of 

entry of this Order, then post-judgment interest shall accrue on the unpaid portion of the 

CMP Obligation beginning on the date of entry of this Order and shall be determined by 

using the Treasury Bill rate prevailing on the date of entry of this Order pursuant to 

28 U.S.C. § 1961. 

Respondents shall pay the CMP Obligation and any post-judgment interest by electronic 

funds transfer, U.S. postal money order, certified check, bank cashier’s check, or bank 

money order. If payment is to be made other than by electronic funds transfer, then the 

payment shall be made payable to the Commodity Futures Trading Commission and sent 

to the address below: 

CFTC 

C/O ESC/AMK-326; RM 265 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

(405) 954-6569 office 

(405) 954-1620 fax 

9-AMC-AR-CFTC@faa.gov 

If payment is to be made by electronic funds transfer, Respondents shall contact Tonia 

King or her successor at the above address to receive payment instructions and shall fully 

comply with those instructions. Respondents shall accompany payment of the CMP 

Obligation with a cover letter that identifies the paying party and the name and docket 

number of this proceeding. Respondents shall simultaneously transmit copies of the 

cover letter and the form of payment to the Chief Financial Officer, Commodity Futures 

Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 

20581. 

C. Respondents and their successors and assigns shall comply with the following conditions 

and undertakings set forth in the Offer: 

1. Disgorgement: Respondents agree to pay, jointly and severally, disgorgement 

in the amount of six hundred and twenty-seven thousand, eight hundred and 

one dollars and seventy-eight cents ($627,801.78) (“Disgorgement

Obligation”), representing the gains received in connection with such 

violations. If the Disgorgement Obligation is not paid in full within ten days 

of the date of the entry of this Order, then post-judgment interest shall accrue 

on the unpaid portion of the Disgorgement Obligation beginning on the date 

of entry of this Order and shall be determined by using the Treasury Bill rate 

prevailing on the date of entry of this Order pursuant to 28 U.S.C. § 1961. 

Respondents shall pay the Disgorgement Obligation and any post-judgment 

interest by electronic funds transfer, U.S. postal money order, certified check, 

bank cashier’s check, or bank money order. If payment is to be made other 
13 

than by electronic funds transfer, then the payment shall be made payable to 

the Commodity Futures Trading Commission and sent to the address below: 

CFTC 

C/O ESC/AMK-326; RM 265 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

(405) 954-6569 office 

(405) 954-1620 fax 

9-AMC-AR-CFTC@faa.gov 

If payment is to be made by electronic funds transfer, Respondents shall 

contact Tonia King or her successor at the above address to receive payment 

instructions and shall fully comply with those instructions. Respondents shall 

accompany payment of the Disgorgement Obligation with a cover letter that 

identifies the paying party and the name and docket number of this 

proceeding. Respondents shall simultaneously transmit copies of the cover 

letter and the form of payment to the Chief Financial Officer, Commodity 

Futures Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, 

Washington, D.C. 20581. 

2. Public Statements: Respondents agree that neither they nor any of their 

successors and assigns, agents, or employees under their authority or control 

shall take any action or make any public statement denying, directly or 

indirectly, any findings or conclusions in this Order or creating, or tending to 

create, the impression that this Order is without a factual basis; provided, 

however, that nothing in this provision shall affect Respondents’: 

(i) testimonial obligations; or (ii) right to take legal positions in other 

proceedings to which the Commission is not a party. Respondents and their 

successors and assigns shall comply with this agreement, and shall undertake 

all steps necessary to ensure that all of the agents and/or employees under 

their authority or control understand and comply with this agreement. 

3. Cooperation with the Commission: Respondents understand and agree that 

they shall cooperate fully and expeditiously with the Commission, including 

the Commission’s Division of Enforcement in this action, and any current or 

future Commission investigations or actions related thereto. Respondents 

shall also cooperate in any investigation, civil litigation, or administrative 

matter related to, or arising from, the subject matter of this action. 

4. Partial Satisfaction: Respondents understand and agree that any acceptance 

by the Commission of any partial payment of Respondents’ CMP Obligation 

and/or Disgorgement Obligation shall not be deemed a waiver of their 

obligation to make further payments pursuant to this Order, or a waiver of the 

Commission’s right to seek to compel payment of any remaining balance. 
5. Change of Address/Phone: Until such time as Respondents satisfy in full their 

CMP Obligation and Disgorgement Obligation as set forth in this Order, 

Respondents shall provide written notice to the Commission by certified mail 

of any change to their telephone numbers and mailing addresses within ten 

calendar days of the change. 

6. Until such time as Respondents satisfy in full their CMP Obligation and 

Disgorgement Obligation, upon the commencement by or against 

Respondents of insolvency, receivership or bankruptcy proceedings, or any 

other proceedings for the settlement of Respondents' debts, all notices to 

creditors required to be furnished to the Commission under Title 11 of the 

United States Code or other applicable law with respect to such insolvency, 

receivership bankruptcy or other proceedings, shall be sent to the address 

below: 

Secretary of the Commission 

Legal Division 

Commodity Futures Trading Commission 

Three Lafayette Centre 

1155 21st Street N.W. 

Washington, DC 20581 

* * * 

The provisions of this Order shall be effective as of this date. 

By the Commission. 

~h~-

Christopher J. Kirkpatrick 

Secretary of the Commission 

Commodity Futures Trading Commission 

Dated: September 22, 2022 

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