Key West Investment, LLC (CRD #149418, San Gabriel, California) submitted an AWC in which the firm was censured and fined $22,500. Without admitting or denying the findings, the firm consented to the sanctions and to the entry of findings that in connection with an offering, the firm failed to return investor funds and, instead, released the funds to the issuer and continued to offer and sell units in the offering when the minimum had not been raised and the termination date had passed. The findings stated that, as a result, the firm rendered the private placement memorandum’s (PPM) representations to be false and misleading. The firm willfully violated Securities 10(b) of the Securities Exchange Act of 1934 and Rule 10b-9 and FINRA Rule 2010. Rather than depositing investor funds in a properly designated account, the firm caused investor funds to be deposited into a real estate trust account held by a company owned by one of the Fund’s managing members. By failing to deposit funds into a proper bank escrow account, the Firm violated Exchange Act Section 15, Rule15c2-1 and FINRA Rule 2010. The findings also stated that the PPM for both offerings in which the firm participated included a financial performance track record for the developer of the projects that was misleading because it included performance of the development of projects that were unrelated to either offering, and because the unrelated past performance cited was limited to only three transactions that had high historical performance ranging between 100 percent to almost 300 percent, when the developer had approximately 30 years of experience in commercial real estate and likely developed many projects with much lower returns. The PPM for one of the offerings contained internally inconsistent information concerning the minimum investment amount and the total offering amount, and failed to clearly and concisely identify the total amount of fees and expenses related to purchasing the fund. The findings stated that the PPM contained statements that violated NASD Rules 2210(d)(1)(A), (B) and (D). (FINRA Case #2012030563901)