Matthew J. Ryan was a registered representative with broker-dealers from 1997 through mid-2003, and from 2004 through 2009 (his "day job").  Starting in April 2001, "by night" Mr. Ryan was the owner and sole managing member of Prime Rate and Return, LLC, based in Troy, NY, through which he offered fixed-rate investment products to investors.  Prime Rate sometimes did business as American Integrity Financial Company, as well other names.  Neither Prime Rate nor American Integrity is registered in any capacity with the Commission, FINRA, or the NYSE.

    Ryan's Criminal Conviction.   On 2/22/11, Ryan pleaded guilty to one count of securities fraud  - the case is U.S. v. Matthew John Ryan, Crim. Indictment No. 1:10-cr-00319-NAM.  In that count, Ryan allegedly:

• operated out of a B/D's branch office, serving as an RR, for most of the relevant time.

• beginning around February 2002, has been soliciting and receiving money from investors as a purported representative of American Integrity - he sold promissory notes issued by American Integrity that promised to pay a “guaranteed” fixed rate of interest on the initial investment.

• periodically sent to each investor an account statement, which purportedly  Each account statement reflected the investor’s purported account number, interest rate, and account value, and the amount of interest claimed to have been credited to the account.

• made American Integrity look legitimate by falsely representing that the company was a substantial Manhattan-based financial services firm with numerous employees and for which he was merely a representative.  He created fictitious A.I. employees and used their names in correspondence with investors.  Ryan’s communications with investors and prospective investors gave the firm’s address as 208 East 51st Street in midtown Manhattan.  Ryan knew that this address was simply a mail drop.  Likewise, he established a tollfree number that went to an answering service.

• made false representations that investments were insured by SIPC, and falsely represented that A.I. was qualified to serve as a custodian of individual retirement accounts and other tax-deferred investments and to receive roll-overs from such tax-deferred investments and preserve their tax-deferred status.

• used A.I. investor funds, since at least 2004, to purchase or refinance real estate in Prime Rate's name, make Ponzi-like payments to other investors, and made personal expenditures.  

• has deposited funds in a bank account in the name of “Prime Rate & Return dba American Integrity” since October 2004 - Ryan was the only signatory for this account.  As of 3/31/10, he had deposited nearly $6mn funds.A.I.

• had withdrawn or transferred several million from that account. 

A public hearing will be held in this matter.   [SEC '34Act Release 64082, 3/15]