SEC v. Ignite International Brands, Ltd.; Paul Bilzerian; Paul Dowdall; Scott Rohleder; John Schaefer; International Investments, Ltd., et al., No. 1:24-cv-07331, Southern District of New York (Sept. 27, 2024) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

-against-
IGNITE INTERNATIONAL BRANDS,
LTD., PAUL BILZERIAN, PAUL
DOWDALL, SCOTT ROHLEDER, JOHN
SCHAEFER, INTERNATIONAL
INVESTMENTS, LTD., ACCELL AUDIT
& COMPLIANCE, PA, AND
CHRISTOPHER HIESTAND,
Defendants.

     COMPLAINT

Case No. 1:24-cv-07331

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendants Ignite International Brands, Ltd. (“Ignite”), Paul Bilzerian (“Bilzerian”), Paul
Dowdall (“Dowdall”), Scott Rohleder (“Rohleder”), John Schaefer (“Schaefer”), International
Investments, Ltd. (“International Investments”), Accell Audit & Compliance, PA (“Accell”), and
Christopher Hiestand (“Hiestand”) (collectively, “Defendants”) alleges:
SUMMARY
1. From late 2020 to 2021, Ignite—a Canadian company that sells disposable vape
pens and other nicotine e-liquid products and whose shares traded in the United States—engaged
in a scheme, orchestrated largely by recidivist Bilzerian, who controls Ignite, to fraudulently
report revenue. In January 2021, the company reported revenue of about CAD $10.1 million
(USD $7.9 million) for the fourth quarter of 2020, which, as Ignite noted in a January 19, 2021
press release, “exceeded revenue for the previous three quarters combined.” Following the press

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release, Ignite’s share price in the United States, as quoted on OTC Link, rose by more than
144%.
2. Most of the purported fourth-quarter revenue, however, existed only as three
fraudulent invoices for disposable vape pens that Ignite had issued to one of its customers,
Company 1. Company 1 had not ordered that product, never took possession of it, and its
president, Individual 1, repeatedly disputed the invoices with Schaefer, Ignite’s then-President
and COO, and Bilzerian. Ignite issued its press release touting the fake revenue anyway.
3. By late January 2021, Accell’s audit of Ignite’s 2020 financial statements was
underway. When Accell sought to confirm the accounts receivable tied to the fraudulent invoices
with Company 1, Individual 1 refused to confirm that Company 1 owed the amounts stated.
Unable to persuade Individual 1 to confirm the amounts reflected in the invoices, Bilzerian
changed course and directed International Investments, which he also controls, to nominally
“purchase” the inventory listed in the invoices in exchange for a reduction in debt Ignite owed
International Investments. In late February, Ignite credited Company 1 for USD $4.6 million
(CAD $5.9 million), backdating the credit notes to December 31, 2020. Ignite also issued
invoices in the same amounts to International Investments, also backdating the invoices to
December 31, 2020. Ignite did not, however, restate its 2020 financial statements or correct its
January 2021 press release.
4. Dowdall, who was Ignite’s Chief Financial Officer (“CFO”), Rohleder, who was
International Investments’ CFO, and Schaefer each worked to further the scheme. Dowdall
worked out the changes to reconcile Ignite’s books to the fraudulent invoices issued to Company
1 and the new, backdated invoices to International Investments. He also worked with Rohleder to
provide a false explanation for the transactions to Accell and Hiestand so that the fraudulent

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revenue could be reported in 2020. Schaefer, who had no position at International Investments,
tracked the product purportedly sold to International Investments as the product was stored and
purchased by another Ignite customer. Schaefer personally handled invoicing for International
Investments—directing payment to an entity controlled by Rohleder because International
Investments could not lawfully sell the product to the Ignite customer.
5. Hiestand, who was Accell’s engagement partner responsible for the Ignite audit,
knew that Company 1 did not confirm the accounts receivable tied to the fraudulent invoices, but
made no inquiry with Company 1 to confirm Ignite’s and International Investments’ story.
Instead, he went along with the false story he had been told by Dowdall and Rohleder and
assisted Ignite’s fraud even though other information Hiestand had received about the invoices
contradicted the story. Hiestand was at least reckless in not knowing that the “sale” to
International Investments occurred in 2021 and there was no basis for recognizing the revenue in
2020. Yet, in April 2021, Hiestand requested and accepted for inclusion in the Ignite audit file
documentation that would reflect a purchase by International Investments from Ignite in
December 2020. And when a specialist in Canadian accounting and auditing standards that
Accell retained to assist with the audit raised questions to Hiestand about the alleged “sale,”
Hiestand falsely stated that the sale occurred in December 2020.
6. At the end of April 2021, Ignite filed its audited financial statements with the
Ontario Securities Commission, accompanied by a certification by Dowdall. The financial
statements included a false note that International Investments had “purchased” CAD $5,878,244
[about USD $4.6 million] of product “in December 2020” and, thus, overstated Ignite’s revenue
by that amount.
7. The audited financial statements included an audit report signed by Accell, which

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opined the financial statements “present fairly, in all material respects, the financial position of
the company as at [sic] December 31, 2020.” Because Hiestand knew or was at least reckless in
not knowing that the International Investments transaction occurred in 2021, Accell’s audit
report was also false. Moreover, the audit report falsely stated that the audit had been conducted
“in accordance with Canadian generally accepted auditing standards” when in fact, Accell and
Hiestand had knowingly or recklessly failed to follow those standards.
VIOLATIONS
8. By the conduct alleged in this Complaint, Ignite violated Section 10(b) of the
Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder,
17 C.F.R. § 240.10b-5.
9. By the conduct alleged in this Complaint, Bilzerian violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 17 C.F.R. §§ 240.10b-
5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act,
15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. Under Sections 20(a) and
20(b) of the Exchange Act, 15 U.S.C. §§ 78t(a), (b), Bilzerian is jointly and severally liable with
and to the same extent as Ignite for Ignite’s violations of Section 10(b) of the Exchange Act, 15
U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, because he is Ignite’s control
person.
10. By the conduct alleged in this Complaint, Dowdall violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
11. By the conduct alleged in this Complaint, Rohleder violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 17 C.F.R. §§ 240.10b-
5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act,

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15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of
Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e).
12. By the conduct alleged in this Complaint, Schaefer violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
13. By the conduct alleged in this Complaint, International Investments violated
Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder,
17 C.F.R. §§ 240.10b-5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of
the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within
the meaning of Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e).
14. By the conduct alleged in this Complaint, Accell violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. §§ 240.10b-5(b), and
aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),
and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of Section 20(e) of the
Exchange Act, 15 U.S.C. § 78t(e).
15. By the conduct alleged in this Complaint, Hiestand violated Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. §§ 240.10b-5(b), and
aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),
and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of Section 20(e) of the
Exchange Act, 15 U.S.C. § 78t(e).
16. Unless Defendants are restrained and enjoined, they will continue to engage in the
acts, practices, transactions, and courses of business set forth in this Complaint or in acts,
practices, transactions, and courses of business of similar type and object.

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
17. The SEC brings this action under the authority conferred by Section 21(d) of the
Exchange Act, 15 U.S.C. § 78u(d).
18. The SEC seeks a final judgment: (i) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated;
(ii) ordering Defendants to pay civil money penalties; (iii) prohibiting Bilzerian, Dowdall,
Rohleder, and Schaefer from serving as an officer or director of any company that has a class of
securities registered under Section 12 of the Exchange Act, 15 U.S.C. § 78l, or that is required to
file reports under Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d); and (iv) ordering any
other relief this Court may deem just and proper under Section 21(d)(5) of the Exchange Act,
15 U.S.C. § 78u(d)(5).
JURISDICTION AND VENUE
19. This Court has jurisdiction over this action under Sections 21(d), 21(e), and 27 of
the Exchange Act, 15 U.S.C. §§ 78u(d), 78u(e), 78aa.
20. Defendants, directly or indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged in this Complaint.
21. The conduct alleged in this Complaint that occurred in the United States
constituted significant steps in furtherance of the violations alleged, including the creation and
transmission of the fraudulent invoices, calls, and emails between Rohleder and Hiestand, and
the creation of the false audit opinion.
22. The conduct alleged in this Complaint that occurred outside the United States had
a foreseeable substantial effect within the United States because many buyers, sellers, and

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holders of Ignite’s stock resided in the United States where Ignite stock was quoted and actively
traded on OTC Link, an electronic inter-dealer quotation system that displays quotes from
broker-dealers for many over-the-counter securities.
23. Venue lies in this District under Section 27 of the Exchange Act, 15 U.S.C.
§ 78aa, because Schaefer resides in this District in Yorktown Heights, New York.
DEFENDANTS
24. Ignite is a Canadian company headquartered in Ontario, Canada. Shares of Ignite
were listed on the Canadian Securities Exchange under the ticker symbol BILZ from about
October 2018 to August 2022, and the company was previously a reporting issuer in the
provinces of British Columbia, Alberta, and Ontario. In May 2019, Ignite caused to be filed a
Form 211 with the Financial Industry Regulatory Authority under Exchange Act Rule 15c2-11 to
be quoted in the United States on OTC Link. Ignite’s stock was then quoted on OTC Link under
the ticker symbol BILZF from about July 2019 to August 31, 2022. In August 2022, Ignite
announced that it had completed a going-private transaction.
25. Bilzerian is a resident of St. Kitts and the father of Ignite’s Chief Executive
Officer. He holds himself out as a “consultant” with IIC Management Company, Ltd., an entity
also based in St. Kitts which has provided capital funding to Ignite. On September 29, 1989,
based on his role in several fraudulent stock purchasing schemes carried out in 1985 and 1986,
Bilzerian was convicted of securities fraud and conspiracy to defraud the United States and was
sentenced to four years in prison. United States v. Bilzerian, No. 1:88-cr-00962-RJW. The
Second Circuit affirmed his conviction, United States v. Bilzerian, 926 F.2d 1285 (2d Cir. 1991),
and later denied postconviction relief, Bilzerian v. United States, 127 F.3d 237 (2d Cir. 1997).
On April 8, 1991, the SEC obtained a judgment against Bilzerian in the District Court for the

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District of Columbia based on the same conduct for civil violations of the federal securities laws,
including Section 10(b) of the Exchange Act and Rule 10b-5. SEC v. Bilzerian, No. 89-1854
(SSH) 1991 WL 83964 (D.D.C. 1991). The district court permanently enjoined Bilzerian from
further violations and later ordered him to disgorge $33,140,787.07 in illicit profit from his
fraud, plus interest. SEC v. Bilzerian, 814 F. Supp. 116 (D.D.C. 1993), aff’d, 29 F.3d 689 (D.C.
Cir. 1994). Thirty years of litigation to collect the disgorgement award followed. Bilzerian tried
to discharge the debt in bankruptcy, but the Eleventh Circuit rejected that attempt. In re
Bilzerian, 153 F.3d 1278 (11th Cir. 1998). In collection proceedings in district court, Bilzerian
was found in contempt of the court’s 1993 order, SEC v. Bilzerian, 112 F. Supp. 2d 12 (D.D.C.
2000), a receiver was appointed over Bilzerian’s assets, 127 F. Supp. 2d 232 (D.D.C. 2000), and,
after failing to provide requested documents to the receiver and filing another bankruptcy
petition, Bilzerian was ordered incarcerated until he complied with the court’s prior contempt
order, 131 F. Supp. 2d 10 (D.D.C. 2001), aff’d, 75 Fed. Appx. 3 (Sept. 22, 2003). Litigation
continues to the present, involving not only Bilzerian but also his wife and various individuals
and entities that Bilzerian enmeshed in his attempts to shield his assets. E.g., SEC v. Loving
Spirit Found., Inc., 392 F.3d 486 (D.C. Cir. 2004); SEC v. Bilzerian, 613 F. Supp. 2d 66 (D.D.C.
2009); SEC v. Bilzerian, 815 F. Supp. 324 (D.D.C. 2011), aff’d, 2012 WL 1922465, at *1 (D.C.
Cir. 2012); SEC v. Bilzerian, 811 Fed. Appx. 3 (Jun. 24, 2020), cert. denied 141 S.Ct. 1528
(2021); Steffen v. United States, 995 F.3d 1377 (Fed. Cir. 2021); Order Granting Mot. Post-
Judgment Intervention, ECF No. 1247, SEC v. Bilzerian, No. 1:89-cv-1854-RCL (June 18,
2024). At some point, Bilzerian moved to St. Kitts, and the disgorgement judgment entered
against him remains unsatisfied.
26. Paul Dowdall is a resident of Ontario, Canada and a Chartered Professional

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Accountant registered with the Chartered Professional Accountants of Ontario. Dowdall served
as CFO of Ignite from June 2020 to September 2021. He is the CFO of a financial technology
company listed on the Canadian Securities Exchange.
27. Scott Rohleder is a resident of Morrisville, North Carolina. Rohleder has held
himself out as the CFO of International Investments, the CFO of Ignite or its subsidiaries, and as
a managing “Director” of Ignite. In his work on behalf of Ignite and International Investments,
Rohleder generally works at Bilzerian’s direction.
28. John Schaefer is a resident of Yorktown Heights, New York. Schaefer was
president and Chief Operating Officer (“COO”) of Ignite from September 2020 to March 2022;
he had been Ignite’s COO starting in late 2019. He is currently COO of an indoor farming
company based in Irvington, New York.
29. International Investments is a St. Kitts company, headquartered in Basseterre, St.
Kitts. Upon information and belief, Bilzerian controls International Investments.
30. Accell Audit & Compliance, PA is a public accounting firm headquartered in
Tampa, Florida, and incorporated under the laws of Florida. It has been registered with the
Public Company Accounting Oversight Board (“PCAOB”) since 2009.
31. Christopher Hiestand is a resident of San Antonio, Florida. He is the founding
partner and managing director of Accell, and a Certified Public Accountant licensed in the state
of Florida since 2002.
FACTS
I. Bilzerian controls Ignite.
32. Ignite is a consumer packaged-goods company engaged in branding and
distributing merchandise, including disposable vape pens and other nicotine e-liquid products.

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Ignite was founded by Bilzerian’s son and his son’s business partner in 2017. Since Ignite’s
founding, Bilzerian’s son has been its Chief Executive Officer (“CEO”) and a member of its
Board of Directors, while the other executive roles at the company have been filled by various
individuals over time.
33. Despite his son’s nominal control of Ignite, Bilzerian has exercised control of
Ignite’s finances and operations since at least 2018.
34. Examples of Bilzerian’s control of Ignite include the following conduct:
a. On or about October 4, 2018, Bilzerian emailed the CEO of Ignite’s corporate
predecessor stating, “If you can hire Eddie tomorrow as the Vice President of
Finance, or any temporary title that is not an officer position which would
delay our CSE approval, effective October 1, 2018, on the terms I sent you
earlier I would be grateful. And if you will give Eddie authority to hire four
non officers effective whatever dates they can start (Eddie or Scott [Rohleder]
will give you those dates and the compensation terms), we will then have our
initial team in place.”
b. On or about December 11, 2018, Bilzerian sent an email to Ignite’s board
members, stating, “I believe it is time to hold a Skype (Informal) Board
Meeting. * * * * We should know everything about the capital raise, have a
good handle on December, have time to prepare financial statements, create a
budget for 2019, etc. * * * * Please let me know if you are unable to attend,
otherwise I will assume you make it. Please make sure Scott [Rohleder] has
your Skype address.”
c. On or about February 3, 2019, Bilzerian emailed Ignite’s then-president,

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stating, “you are not producing any earnings; you are not even close to
producing any results that would indicate you can get to break even. You,
Scott [Rohleder], and I need to meet on the 15th before the management
meeting on the 16th to discuss this. In the meantime, please send me the
detailed plan for spending on marketing in February.”
d. On February 18, 2020, Bilzerian emailed Ignite’s vice chairman of the board,
stating, “I am terminating [Ignite’s then-president] in the morning.”
35. In 2019 and through at least 2020, Bilzerian, through several entities he controls,
including International Investments, provided Ignite capital to cover the company’s operating
shortfalls.
36. By August 2020, Bilzerian was taking credit for Ignite’s purported improved
performance. For example, on or about August 25, 2020, he sent an email in which he stated, “It
has been two weeks since we took over management of Ignite. We are making substantial
progress but the level of incompetence and horrible judgments made by prior management are
difficult to comprehend but, on a positive note, we are fixing them at an impressive rate.”
37. On or about August 31, 2020, Bilzerian emailed Ignite’s board, stating that he
“would like to have John Schaefer appointed President as he is already the Chief Operating
Officer and make it clear we are not looking for anyone else. I would like to give John a salary
increase to reflect his new title but we are working on what that should be. John works well with
Scott [Rohleder] and me and we continue to make great progress cutting costs, positioning Ignite
for success and a sale in 2022.”
38. About two-and-a-half hours later, Bilzerian again emailed the Ignite board: “John
[Schaefer] will have his pay increased to $300,000 effective October 15, 2020, the same day that

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the options will be reissued and his options will be increased to 1 million shares at that time, all
subject to Board approval at the September board meeting. * * * * Why October 15th instead of
now? We are laying off the entire Marketing Department this month and we are projected to be
cash flow positive by the first week of October and we will be issuing the options on October
15th. I have spoken with John, and * * * he is in accord.”
39. Even with Schaefer nominally in charge of Ignite, Bilzerian still controlled
Ignite’s senior executives. For example, on or about October 7, 2020, Bilzerian emailed
Dowdall, Ignite’s then-CFO, telling him, “You should never unilaterally set a meeting with any
director or directors without clearing that with John [Schaefer] and me (and preferably Scott
[Rohleder]).”
40. Bilzerian’s control extended to admonishing Ignite’s board members. On or about
November 25, 2020, Bilzerian emailed a board member following a conference call and called
the board member’s conduct on the call “frankly, embarrassing.” Bilzerian questioned whether
the board member had a “drinking problem” and advised, “If today was just a bad day you
should apologize to everyone on the call and tell them it won't happen again.” Bilzerian then
bragged that “I cut expenses by $10 million a quarter and have increased sales to a level the
company has never seen before and we will probably produce a net profit in the 4th quarter of $3
to $4 million.”
II. Ignite sends fraudulent invoices to inflate its fourth quarter 2020 revenue.
41. Ignite began selling products to Company 1, a distributor of vaping and nicotine
products based in Phoenix, Arizona, in September 2020.
42. Company 1 became Ignite’s third-party logistics (“3PL”) provider, whereby
Company 1 would store inventory owned by Ignite at Company 1’s warehouse, and package and

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ship that inventory on Ignite’s behalf when Ignite made a sale.
43. Company 1 thus acted in two roles in relation to Ignite: first, as Ignite’s order
fulfillment provider, and second, as an Ignite customer.
44. Company 1 divided its warehouse space and stored Ignite-owned product on one
side, and product purchased by Company 1 to sell to its own customers on the other. Company 1
and its employees sometimes referred to Ignite-owned product stored separately from the
Company 1 side of the warehouse as being “in the 3PL.”
45. When Company 1 purchased product for its own use, it would submit a purchase
order to Ignite, and Ignite would verify the purchase order and generate an invoice. Company 1
would then shift the product to the Company 1 side of the warehouse.
46. Company 1 was only financially obligated for the product that it ordered from
Ignite. The remaining Ignite-branded inventory in Company 1’s warehouse was the property of
Ignite.
47. On or about November 30, 2020, five days after Bilzerian emailed that “we will
probably produce a net profit in the 4th quarter of $3 to $4 million,” Ignite sent Company 1
invoice number LAIN0000513 for $1,443,750.
48. Invoice number LAIN0000513 was fraudulent in that Company 1 had not placed
an order for the product listed in the invoice.
49. Individual 1 had multiple calls with Schaefer between December 1, 2020, and
December 14, 2020, in which he confirmed with Schaefer that Company 1 was not liable for
invoice number LAIN0000513.
50. On or about December 14, 2020, Ignite sent Company 1 invoice number
LAIN0000760 for $770,275.00.

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51. Invoice number LAIN0000760 was fraudulent in that Company 1 had not placed
an order for the product listed in the invoice.
52. In an email exchange on December 14, 2020, discussing a spreadsheet for a
meeting with Bilzerian the next day, Schaefer wrote to Individual 1, “Can you add a column that
shows the amount of units you've been invoiced for by Ignite? I want to ensure he knows what
we have billed you for as its larger than your sales show. Hope that makes sense. Or just do a
total that we've billed you for under the total units of inventory so Paul can see that.”
53. Individual 1 responded to again confirm that Company 1 was not liable for the
invoices: “Yes but I want to make sure we're on the same page, I have not accepted financial
responsibility for these invoices as the inventory is in the 3PL.”
54. Schaefer responded, “Yes, thank you!”
55. On or about December 28, 2020, Dowdall emailed Bilzerian and Schaefer
“checking in to see where we stand with orders” and noting that Ignite was “going to try to move
500,000 units to [Company 2] . . . if [Company 1] didn’t step up.”
56. Bilzerian replied, “We should have an update tomorrow.”
57. Individual 1 took an annual trip with his brother in late December through New
Year’s Day, and during those trips, he did not check his email account at Company 1.
58. On or about December 29, 2020, Schaefer emailed Individual 2 and received an
automated reply stating, “I’m currently out of the office and will return back 1/4/2021.”
59. On or about December 29, 2020, Schaefer emailed Bilzerian and Dowdall stating
“[Company 1] has stepped up and will place an order for 500k units.”
60. On or about December 31, 2020, Ignite sent Company 1 invoice number
LAIN0001060 for $2,875,000.00.

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61. Invoice number LAIN0001060 was fraudulent in that Company 1 had not placed
an order for the product listed in the invoice.
62. None of invoices LAIN0000513, LAIN0000760, or LAIN0001060 were
connected to any purchase order submitted by Company 1 to Ignite in 2020.
63. Individual 1 continued to dispute that Company 1 was liable for the invoices. In a
text message to Schaefer on or about January 13, 2021, Individual 1 wrote, “The invoice from
December was 3m, that is pretty large so want to confirm we aren’t financially committed to that
amount and have the physical inventory in 3pl and will submit [purchase orders] as we move it
to manage actual financial liability . . . I want to be clear we can’t take that much of a
commitment right away [and] we will need to do it as it sells with the POs against the invoice . . .
Same way we have been.”
64. Schaefer responded to Individual 1’s text message, stating, “We can certainly talk
about it with Paul on Tuesday.”
65. A few days later, on or about January 15, 2021, Bilzerian, in an email
conversation that included Schaefer, wrote to Individual 1 that “of the $2.2 million that is due
from [Company 1], you made a payment of $50,000.”
66. In a later email in the conversation on or about January 16, 2021, Individual 1
responded, “In regards to the $2.2 million we have not taken financial responsibility for these
invoices, we were very clear from the start that [Company 1] was not interested in that kind of
financial responsibility on any one item. Everything that we have financial responsibility for is
tied back to a PO [purchase order] issued to Ignite . . . . Ignite has issued several invoices to us
that we have no PO tied to, this inventory remains in the 3PL warehouse.”
67. Bilzerian responded a few minutes later: “Thank you for your email; it is helpful.

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I wish to confirm that the only invoices from Ignite that [Company 1] acknowledges are the ones
that are tied to a purchase order from [Company 1], correct? All the rest of the inventory belongs
to Ignite, correct?”
68. The next day, on January 17, 2021, Individual 1 confirmed that Bilzerian was
correct about the invoices and inventory.
69. On January 19, 2021, in follow up emails in the same conversation with Schaefer
and Individual 1, Bilzerian “updated the balance according to [Individual 1’s] accounting which
is $315,845.”
70. In the same email conversation, Bilzerian also asked Individual 1 to confirm that
Company 1 would place weekly orders and make weekly payments “for whatever you order that
week” through May 2021, which would be drawn from the inventory listed in the December
invoices.
71. Bilzerian thus knew or was reckless in not knowing that Company 1 had not
ordered the product listed in the fraudulent December 2020 invoices.
III. Ignite announces its fraudulent 2020 revenue.
72. Despite Individual 1’s repeated refusals to accept liability for the three December
invoices, Ignite issued a press release on January 19, 2021, announcing its unaudited fourth
quarter 2020 revenue results.
73. The release falsely stated that Ignite’s revenue in the fourth quarter of 2020 “was
[CAD] $10.1 million, which exceeded revenue for the previous three quarters combined.” The
release noted that revenue “grew steadily throughout the fourth quarter,” and that Ignite’s
“December revenues were the highest monthly sales in the Company’s history.”
74. The release quoted Schaefer stating, “The substantially improved fourth quarter

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results reflect the successful efforts of the new management team to reduce costs and increase
revenue.”
75. Schaefer, Ignite’s president and chief operating officer on January 19, 2021, was a
maker of the false and misleading statements in the press release.
76. Schaefer knew or was reckless in not knowing that the press release was false and
misleading.
77. As Ignite’s president and chief operating officer, Schaefer’s scienter is imputed to
Ignite.
78. The fraudulent invoices to Company 1 comprised about 60 percent of the reported
fourth quarter revenues.
79. The false and misleading statements in the January 19 press release were material.
80. Following the January 19 press release, Ignite’s share price on OTC Link rose by
more than 144 percent.
81. Average daily trading volume of Ignite stock in the United States between
January 1 and January 19, 2021, was about 77,000 shares. On January19, 2021, when Ignite
issued its press release falsely reporting its 2020 financial results, more than 3.5 million shares of
Ignite stock traded in the United States, and on January 20, 2021, more than 1.4 million shares
traded in the United States.
IV. In 2021, Ignite and International Investments enter a sham transaction to keep
the fraudulent 2020 revenue in Ignite’s audited financial statements.
a. Company 1 refuses to confirm the fraudulent invoices.
82. In January 2021, Accell began an audit of Ignite’s 2020 financial statements.
83. As part of the audit, Accell sought to confirm Ignite’s accounts receivable

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reported in December 2020 and sent a series of “AR confirmation” letters to Ignite’s customers
based on data provided by Ignite to Accell, asking customers to verify amounts on invoices “due
. . . December 31, 2020.”
84. On or about January 22, 2021, Accell emailed an AR confirmation letter to
Individual 1, which listed eight outstanding invoices, three of which were the false invoices,
LAIN0000513, LAIN0000760, and LAIN0001060, totaling about USD $5.1 million.
85. The sum of the other five invoices, for product Company 1 had in fact ordered,
came to just over USD $100,000.
86. Individual 1 did not sign the AR confirmation letter.
87. Instead, Individual 1 called Bilzerian and Schaefer and again disclaimed liability
for the three invoices.
88. On or about January 24, 2021, Individual 1 forwarded the AR confirmation letter
to Bilzerian and Schaefer.
89. On January 26 and 27, Bilzerian and Individual 1 exchanged revised versions of
the AR confirmation letter, attempting to agree on wording in the letter so that Individual 1
would be comfortable signing the letter, but keeping the false invoices for purposes of
confirming Ignite’s inflated revenue for the audit.
90. After Individual 1 sent his proposed changes to the AR confirmation letter to
Bilzerian and Schaefer, Bilzerian told Individual 1 he would receive “an identical letter from
Accell,” and asked Individual 1 to sign and return that letter to Accell.
91. On or about January 27, 2021, Accell sent Individual 1 a revised AR
confirmation, which removed the reference to the invoices being “due . . . December 31, 2020,”
but retained the three fraudulent invoices.

19

92. On or about January 28, 2021, Rohleder emailed Bilzerian to confirm that Accell
had sent the revised AR confirmation letter to Company 1.
93. Bilzerian emailed Individual 1, asking him to sign the letter and return it to
Accell, and to “blind copy me on the email so I can put this matter to bed.”
94. Individual 1 remained apprehensive about signing the revised letter because it still
listed the three false invoices.
95. On or about January 28, 2021, Individual 1, with Company 1’s attorney, had a
phone call with Bilzerian.
96. After unsuccessfully trying to persuade Individual 1 to sign the AR confirmation
letter, Bilzerian became angry and stated that he would personally buy all the inventory listed on
the fraudulent invoices instead.
97. To salvage the relationship, Individual 1 reached out to Bilzerian by text
immediately after the phone call ended.
98. Bilzerian responded, “I have already advised Ignite [International Investments] is
going to buy every single device you haven’t paid for by close of business tomorrow. So make
your payment tomorrow because after that you will be dealing with [International Investments].”
b. Ignite transfers the product ostensibly sold to Company 1 in 2020 to another
distributor.
99. The same week Individual 1 was negotiating the wording of the AR confirmation
letter with Bilzerian, Company 2, an electronic cigarette distribution company in California, had
placed its first order with Ignite.
100. On or about January 29, 2021, Schaefer emailed Individual 2, the sales director
for Company 2, to inform him that Ignite would be shipping “a large quantity of each

20

device/flavor” to Company 2’s warehouse to “store and use for future orders.” Schaefer added,
“Obviously it will be Ignite product until you issue a [purchase order] and ship the product to
your customer.”
101. In early February 2021, Ignite shipped the inventory listed in the fraudulent
invoices for storage in Company 2’s warehouse in North Hollywood, California, where it was
segregated from the product already purchased by Company 2.
102. For Company 2 to access the inventory Ignite had shipped, it would email Ignite
an order and wait to receive an invoice before taking possession of the product.
103. On or about February 19, 2021, Individual 2 emailed an Ignite employee, copying
Schaefer, requesting an invoice for products taken from the inventory Ignite had shipped.
104. On or about March 17, 2021, Schaefer responded to the February 19 email, “As
discussed previously the inventory in your possession is through International Investments so
payment will go to them not Ignite International, for this order and all future orders from the
current ‘non-paid for’ inventory sitting at your location.”
105. Schaefer also attached an invoice issued by International Investments, with an
address in St. Kitts. The invoice in turn called for payment to be made to a brokerage account
held in the name of Rohleder, Inc., a Florida corporation controlled by Rohleder.
106. Later invoices issued to Company 2 for products purchased out of the extra
inventory were all issued either by International Investments or Rohleder, Inc.
107. International Investments did not possess a tobacco license in California in 2021.
108. Without a tobacco license, International Investments could not sell the disposable
vape pens in Company 2’s North Hollywood warehouse.
109. Rohleder, Inc. did not possess a tobacco license in California until May 2021.

21

110. Rohleder, Inc. obtained its license after it filed a Statement and Designation by
Foreign Corporation with the California Secretary of State on April 13, 2021. In its Statement
and Designation by Foreign Corporation, Rohleder, Inc. gave as the address of its principal
office in California the same office address that Ignite’s United States subsidiary used.
111. Company 2 never entered a written agreement with International Investments or
Rohleder, Inc., and dealt only with Ignite representatives when ordering from the inventory
Ignite had sent to its warehouse.
112. In fact, Schaefer specifically requested that Company 2 copy him on all orders of
product from that inventory, and he personally sent the International Investments and Rohleder,
Inc. invoices to Company 2 for payment.
113. Schaefer was not an officer or employee of International Investments.
114. In February and March 2021 communications with Company 2, both Schaefer and
Bilzerian described the product Ignite had shipped to Company 2 as “essentially” “on
consignment.”
115. In May 2021, after Company 2 had been selling Ignite’s products for several
months, Ignite began asking Company 2 to ship some of the extra inventory back to the
Company 1 warehouse, as Ignite was running low on stock.
116. Schaefer requested that Company 2 fill out paperwork to become an Ignite
vendor, so that Ignite could “purchase” the product from Company 2, “as we cannot buy directly
from International Investments.”
117. Ignite would send purchase orders to Company 2, who would obtain a Rohleder,
Inc. invoice from Schaefer, and then in turn issue an invoice to Ignite for the same product.
Ignite took back at least $300,000 of its own product from International Investments in this way.

22

c. Bilzerian, Rohleder, Schaefer, and Dowdall concoct a way to keep the
fraudulent revenue on the 2020 financial statements.
118. Meanwhile, from February through April 2021, Accell was continuing to audit
Ignite’s 2020 financial statements, which included the millions of dollars of fourth-quarter
revenue that Company 1 would not confirm, and that resulted from inventory that Ignite had not
actually sold in 2020.
119. By February 5, 2021, Bilzerian, Rohleder, Schaefer, and Dowdall had arrived at a
plan to keep the fraudulent revenue on Ignite’s books for 2020.
120. On or about February 5, 2021, Dowdall sent Bilzerian, Rohleder, and Schaefer an
email setting out “the reconciliation for [Company 1] reflecting the process we discussed,” and
seeking agreement before Dowdall would “make the required changes in the books.”
121. In substance, the plan, as agreed by Bilzerian, Rohleder, Schaefer, and Dowdall,
was to book the “sale” to International Investments in 2020 by issuing a back-dated, December
2020 “new invoice” for about USD $4.6 million, creating a receivable in that amount in 2020. In
“settlement of [this receivable] in 2020,” International Investments would apply this amount
against convertible debt that Ignite purportedly owed International Investments.
122. Dowdall understood that applying the receivable to debt incurred by Ignite to
International Investments in 2021 would be inconsistent with a transaction that purportedly
occurred in 2020. Thus, in his February 5, 2021 email to Bilzerian, Rohleder, and Schaefer,
Dowdall advised 2021 debt to International Investments “should not be considered as I would
prefer all components of this to settle in the same period.”

23

d.  Accell and Hiestand learn that Ignite has reduced accounts receivable from
Company 1 by USD $4.6 million.
123. On or about February 4, 2021, the Accell employee responsible for collecting the
AR confirmation letters emailed Hiestand, noting that it was time to send a second request for
Company 1’s confirmation and asking Hiestand to confirm that the proposed revision, which
removed the “due . . . December 31, 2020,” language, was acceptable. The Accell employee
attached to his email both the original and the revised AR confirmation letters, which included
the USD $4.6 million in fraudulent invoices.
124. Hiestand responded to the employee’s email, “The update is fine.”
125. Hiestand had also been copied on the original January 20, 2021 email to Ignite
containing the nine AR confirmation letters Accell would send to Ignite’s customers who were
reflected on Ignites accounts receivable report as of December 31, 2020.
126. By at least February 4, 2021, Hiestand knew or was reckless in not knowing that
Company 1 accounted for more than $5 million of Ignite’s reported revenue in the fourth quarter
of 2020.
127. On or about February 25, 2021, Ignite’s vice president of finance sent two emails,
both times copying Hiestand, acknowledging that Ignite needed to send a new version of
Company 1’s AR confirmation letter to Accell and that “[t]here was a revision made to this
account.”
128. On or about February 28, 2021, Ignite sent Accell a third revised AR confirmation
letter for Company 1, reflecting total balance as of December 31, 2020, of USD $563,983.55, a
USD $4.6 million reduction.
129. The revised third AR confirmation letter no longer listed the December 14 invoice

24

number LAIN0000760 for $770,275.00 or the December 31 invoice number LAIN0001060 for
$2,875,000.00. The November 30 invoice number LAIN0000513, for $1,443,750, was largely
offset with credits, including a credit for $983,264.12 dated December 31, 2020.
130. Accell sent this third version of the AR confirmation letter to Company 1 on or
about March 1, 2021, which Individual 1 signed and returned.
e. Ignite backdates invoices and credit notes.
131. As part of the audit process, Ignite provided Accell with copies of its invoices and
credit notes, which reflect the following information:
Date Number Type Customer Amount (USD)
11/30/2020        LAIN0000513        Invoice        Company        1        $1,443,750.00
12/14/2020        LAIN0000760        Invoice        Company        1        $770,275.00
12/31/2020        LAIN0001060        Invoice        Company        1        $2,875,000.00
12/31/2020 LACN0000976 Credit Company 1 ($770,275.00)
12/31/2020 LACN0000977 Credit Company 1 ($2,875,000.00)
12/31/2020 LACN0000978 Credit Company 1 ($983,264.12)
12/31/2020        LAIN0003322        Invoice
International
Investments
$770,275.00
12/31/2020        LAIN0003323        Invoice
International
Investments
$2,875,000.00
12/31/2020        LAIN0003324        Invoice
International
Investments
$983,264.12

132. Ignite’s invoicing software in early 2021 generated invoice numbers
automatically in the order in which they were created.
133. Invoice dates, in contrast, could be entered manually.
134. Ignite issued invoice number LAIN0003321 on February 22, 2021, and invoice
number LAIN0003325 on February 23, 2021.
135. The invoices to International Investments numbered LAIN0003322,
LAIN0003323, and LAIN0003324 were all backdated in that they were issued around

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February 22-23, 2021.
136. Ignite’s invoicing software in early 2021 similarly generated credit note numbers
automatically in the order in which they were created.
137. Ignite issued credit note LAIN0000975 on February 19, 2021, and credit note
LAIN0000979 on February 23, 2021.
138. The credit notes to Company 1 numbered LAIN0000976, LAIN0000977, and
LAIN0000978 were all backdated in that they were issued around February 19-23, 2021.
f. Accell and Hiestand help Ignite falsely report the International Investments
transaction as 2020 revenue.
139. By early April, as Accell was completing the audit, it sought an explanation for
the change to the Company 1 invoices and the purported “sale” to International Investments.
140. On or about April 5, 2021, Dowdall emailed Bilzerian and Schaefer and proposed
sending Accell the following response:
[Company 1] acts as our warehousing and fulfillment provider in addition
to being a customer. We initially planned to sell the devices directly to
[International Investments] but were told at the time we needed licenses
which we did not have in place to do this whereas [Company 1] did. Given
this we originally put the sale through [Company 1]. Once we got clarity
that [we] could in fact go directly to [International Investments] as there
was no license issue we processed the return and re-invoiced [International
Investments] directly. We did this mainly because we felt more
comfortable having the funds come directly to us from [International
Investments] as opposed to going through [Company 1].

141. Dowdall knew, or was reckless in not knowing, this explanation was false in
several respects. Among other things, Dowdall had asked about Company 1’s—not International
Investments’—orders from Ignite at the end of December 2020, and he had told Ignite’s Board of
Directors on or about January 28, 2021, that $5 million in revenue in December 2020 came from
sales to Company 1.

26

142. Dowdall also knew or was reckless in not knowing there were no “funds” coming
from International Investments, but only debt forgiveness.
143. Shortly after Dowdall circulated his proposed “explanation,” he, Bilzerian,
Schaefer, and Rohleder had a call later that day to discuss the matter.
144. That same day, Rohleder emailed an Accell employee, asking for a call and
stating, “As the CFO of International Investment[s], I am the person most familiar with the
[Company 1] transaction, and I have been asked to lend my input.”
145. On or about April 6, 2021, Rohleder, Dowdall, Hiestand, and the Accell employee
participated in a conference call to discuss the International Investments “sale.”
146. In a follow-up email to Hiestand, Dowdall, and the Accell employee, Rohleder
reiterated the substance of the call earlier that day. Rohleder stated: “[W]hen hour [sic]
relationship with [Company 1] changed, they were credited with the $4.6MM sale that was
previously booked to them. . . . [International Investments] stepped into the shoes of [Company
1] and bought the inventory which it is now selling.”
147. Hiestand did not inquire with Company 1 to confirm the story Rohleder and
Dowdall had told him about the International Investments “sale” or why Company 1 had refused
to sign the original AR confirmation letters.
148. Hiestand knew or was reckless in not knowing that the purported sale to
International Investments was a material transaction because it represented about 35 percent of
Ignite’s total reported revenue in 2020.
149. From the call and email from Rohleder (see ¶¶ 145-46), from the invoices and
accounts receivable information received from Ignite in January and February (see ¶ 131), and
from the repeated attempts during 2021 to obtain confirmation of the fraudulent invoices from

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Company 1 and from Company 1’s multiple refusals to confirm the fraudulent invoices (see
¶¶ 83-84, 91, 123-30), Hiestand knew or was reckless in not knowing that the purported sale to
International Investments took place in 2021, not 2020.
150. But on or about April 7, 2021, when Hiestand emailed the Canadian accountant
Accell had retained to act as an Engagement Quality Control Reviewer (“EQCR”) on the 2020
Ignite audit, Hiestand characterized the International Investments transaction as a “purchase [of]
$4m of wholesale product from Ignite in December.” (Emphasis added.) Hiestand noted that the
“sale” would “probably end up representing about 35-40% of the total revenue for Ignite.”
151. The EQCR responded to Hiestand the same day questioning whether the
International Investments transaction “is really a sale at Dec 31,” and asking whether Ignite
“shipped the product . . . or is it being held on consignment on behalf of [International
Investments].”
152. A few days later, on or about April 10, 2021, the EQCR noted in an email to
Hiestand that the audit work papers reflected that Ignite had sold inventory to Company 1 and
then reversed the sale and recorded the sale to International Investments. The EQCR wrote,
“Given the start-up of the company and the increase in revenue 2018 to 2019 management no
doubt doesn’t want revenue growth to stall. This will be a significant area for the audit.”
153. The next day, on April 11, 2021, Hiestand responded that “this is the large sale in
December” and that “in December” Company 1 “had a large quantity of product on-hand and
wanted to return or reduce the original purchase price. [International Investments] stepped in and
took ownership of the merchandise on the same terms . . . and has been distributing it.”
154. Hiestand did not tell the EQCR that more than half of the “large sale in
December” was for product that Ignite had originally claimed to have sold to Company 1, in

28

invoice LAIN0001060, on December 31, 2020, the last day of the reporting period. Thus,
Hiestand knew or was reckless in not knowing that Company 1 did not have this product “on-
hand” and could not have “wanted to return” it in 2020.
155. A few days later, when the Accell employee was reviewing Ignite’s inventory at
Company 1’s warehouse, the employee asked about the credit notes reversing the fraudulent
invoices. In an April 12, 2021 email, a Company 1 representative explained the product in the
credit notes “never left 3PL inventory,” indicating once again that Company 1 had not actually
ordered the product.
156. Accell and Hiestand did not tell the EQCR that Company 1 had never taken
possession of the product Hiestand had falsely characterized as “on-hand” that Company 1
“wanted to return.”
157. For Accell to issue an unqualified audit opinion under Canadian auditing
standards, the EQCR needed to sign off on the significant judgments made by Accell and the
conclusions reached on its audit of Ignite’s 2020 financial statements.
158. The EQCR only signed off on significant conclusions, including those regarding
the International Investments transaction in the 2020 financial statements, because of Hiestand’s
false representations that the transaction occurred in 2020.
159. Hiestand also knew or was reckless in not knowing that the purported sale was not
supported by any contemporaneous documentation from 2020.
160. In fact, on or about April 11, 2021, Hiestand asked Rohleder to create a document
for Hiestand to include in the audit file that would confirm the International Investments
“purchase” and that the product could not be returned to Ignite.
161. In an email that same day, Rohleder passed Hiestand’s request on to Bilzerian,

29

copying Dowdall. Dowdall responded seeking confirmation from Bilzerian and Rohleder that
providing such a confirmation was something International Investments would do.
162. On or about April 13, 2021, Dowdall drafted a document titled
“Acknowledgement of Payment Application,” which stated that International Investments had
purchased $4.6 million of inventory from Ignite in exchange for settling certain promissory notes
and purported to be “effective December 31, 2020.”
163. Rohleder’s only edit was to change the signatory for International Investments
from himself to Individual 3, the nominal CEO of International Investments. This edit was made
on the advice of Hiestand.
164. Bilzerian approved the Payment Acknowledgement, sent it on to Individual 3,
writing, “Please initial and sign and return to me and the others [Rohleder, Dowdall, and
Schaefer] copied on this email.”
165. Individual 3 promptly signed and returned the Payment Acknowledgement as
Bilzerian directed.
166. At the same time Bilzerian and Rohleder were reviewing the Payment
Acknowledgement, Dowdall had emailed Hiestand the unsigned draft with the note, “FYI, let me
know your thoughts on this.”
167. Dowdall, Schaefer, and Individual 3 signed—but did not date—the Payment
Acknowledgement, and Dowdall submitted the document to Hiestand to become part of Ignite’s
audit file.
168. In fact, while the Payment Acknowledgement purported to reflect debt that
International Investments had reduced or extinguished as of December 31, 2020, only a few
weeks earlier, in late March 2021, Dowdall had sent to Bilzerian and Rohleder debt

30

confirmations, which Rohleder had signed, showing that same debt owing in full as of
December 31, 2020.
169. Bilzerian, Dowdall, and Rohleder each knew, or were each reckless in not
knowing, that as of December 31, 2020, International Investments had not reduced any of the
debt owed by Ignite in exchange for Ignite product.
V. Ignite issues fraudulent audited financial statements.
170. On April 30, 2021, Ignite issued its audited financial statements for the year
ended December 31, 2020.
171. The statements were filed with the Ontario Securities Commission.
172. Ignite reported total sales revenue of almost CAD $17 million (USD $13 million)
in 2020.
173. A note to the financial statements titled “Related Party Transactions” falsely
stated that International Investments “made purchases of product from Ignite of [CAD]
$5,878,244 [about USD $4.6 million] in 2020.”
174. According to that same note, International Investments “was considered a related
party by virtue of the appointment of [Individual 3] to its board of directors in July 2020.”
175. While two notes to the financial statements disclosed that debt owed to
International Investments was reduced, nothing in the financial statements disclosed that the
purported “purchases” by International Investments were paid for by that debt reduction, or that
International Investments had provided financing for Ignite to buy the inventory which Ignite
then “sold” to International Investments.
176. With its financial statements, Ignite also filed a Certification of Annual Filings
signed by Dowdall as Ignite’s CFO, which certified that he had reviewed the annual filings, and

31

that “[b]ased on [his] knowledge” and “having exercised reasonable diligence,” the filings
contained no material misrepresentations or omissions, and fairly presented the financial
performance of the issuer.
177. The audited financial statements are false and materially misleading.
178. Dowdall was a maker of the Certification of Annual Filings.
179. International Investments did not “ma[k]e purchases of product from Ignite of
[CAD] $5,878,244 [about USD $4.6 million] in 2020.”
180. Because the product was never sold to Company 1 in 2020 and International
Investments did not buy the product in 2020, the audited financial statements overstate Ignite’s
2020 revenue by CAD $5,878,244, or about 35 percent.
181. The overstatement of annual revenue is material.
182. The audited financial statements are also materially misleading because they
imply that International Investments is a related party only because of Individual 3 when, in fact,
Ignite and International Investments are related parties because of Bilzerian’s control over both
entities.
183. Dowdall knew or was reckless is not knowing that International Investments did
not buy CAD $5,878,244 of Ignite product in 2020.
184. Dowdall knew or was reckless is not knowing that the audited financial
statements overstated Ignite’s revenue.
185. Dowdall knew or was reckless in not knowing that Bilzerian controlled Ignite.
186. Dowdall knew or was reckless in not knowing that Bilzerian controlled
International Investments.
187. As Ignite’s CFO, Dowdall’s scienter is imputed to Ignite.

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VI. Accell issues a false audit report.
188. Ignite’s 2020 financial statements also contain an “Independent Auditor’s
Report,” signed by Accell.
189. The audit report states: “In our opinion, these consolidated financial statements
present fairly, in all material respects, the financial position of the company as at [sic] December
31, 2020.” The report also stated that the audit had been conducted “in accordance with
Canadian generally accepted auditing standards.”
190. Hiestand was a maker of the statements in the audit report.
191. Because Hiestand knew or was reckless in not knowing that the International
Investments transaction occurred in 2021 and that there was no basis for recognizing the revenue
from that transaction in 2020, he did not actually hold the opinion that the financial statements
fairly presented the financial position of Ignite as of December 31, 2020.
192. The stated opinion that the financial statements fairly presented the financial
position of Ignite as of December 31, 2020, was misleading in that the opinion lacked a factual
basis in the financial statements because at least CAD $5,878,244 of reported 2020 revenue was
fraudulent and based on transactions not entered until 2021.
193. A reasonable investor would consider it important that an auditor did not actually
hold the opinion that audited financial statements fairly presented the financial position of the
audited company for the audit period.
194. A reasonable investor would consider it important that an unqualified audit
opinion for a company’s financial statements lacked a factual basis for about 35 percent of the
company’s reported revenue during the reporting period.
195. The sale to International Investments was a significant and unusual transaction,

33

purportedly occurring on the final day of the reporting period.
196. Hiestand explicitly identified the sale, along with management override and
revenue recognition, as significant risks to its audit.
197. Even so, Hiestand failed to:
a. question or corroborate management’s representations about the transaction,
including corroborating the existence of the original sales to Company 1;
b. appropriately evaluate other contradictory evidence or investigate
inconsistencies, such as the changing amounts in Company 1’s AR
confirmations, or the failure to move the product out of the Ignite-owned side
of the warehouse until 2021;
c. obtain adequate support for the unusual year-end journal entries reversing the
sales to Company 1; or
d. evaluate the lack of a business rationale for International Investment’s
purported purchase.
198. Hiestand knew or was reckless in not knowing that Accell had violated multiple
provisions of Canadian Auditing Standards, including by failing to:
a. obtain sufficient appropriate audit evidence related to, and design and
implement appropriate responses to, identified risks of material misstatement
due to fraud;
b. evaluate unusual relationships for risk of fraud;
c. investigate unusual entries made at the end of a reporting period;
d. investigate the business rationale of unusual transactions, including those with
related parties;

34

e. consider the relevance and reliability of all audit evidence, including evidence
that contradicts or corroborates assertions made by management;
f. obtain further evidence if responses to confirmations are not reliable;
g. maintain professional skepticism throughout the audit; and
h. document how information identified that is inconsistent with the auditor's
conclusion regarding a significant matter was addressed.
199. The representation that the audit was conducted “in accordance with Canadian
generally accepted auditing standards” was, therefore, false.
200. A reasonable investor would consider it important to know that an auditor had
issued an unqualified audit opinion without conducting the audit in accordance with recognized
audit standards.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Ignite, Dowdall, Shaefer)
201. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 200.
202. Ignite, Dowdall, and Schaefer, by engaging in the acts and conduct described
above, directly or indirectly, singly or in concert, in connection with the purchase or sale of a
security, by the use of means or instrumentalities of interstate commerce, of the mails, or of the
facilities of a national securities exchange: (i) employed one or more devices, schemes, or
artifices to defraud; (ii) made one or more untrue statements of a material fact or omitted to state
a material fact necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or (iii) engaged in one or more acts, practices, or

35

courses of business which operated or would operate as a fraud or deceit upon other persons.
203. By engaging in the acts and conduct described above, Ignite, Dowdall, and
Schaefer, and each of them, violated, and unless restrained and enjoined will continue to violate,
Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R.
§ 240.10b-5.
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and 10b-5(c) Thereunder
(Bilzerian, Rohleder, International Investments)
204. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 200.
205. Bilzerian, Rohleder, and International Investments, by engaging in the acts and
conduct described above, directly or indirectly, singly or in concert, in connection with the
purchase or sale of a security, by the use of means or instrumentalities of interstate commerce, of
the mails, or of the facilities of a national securities exchange: (i) employed one or more devices,
schemes, or artifices to defraud; (ii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
206. By engaging in the conduct described above, Bilzerian, Rohleder, and
International Investments, and each of them, violated, and unless restrained and enjoined will
continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a)
and 10b-5(c) thereunder, 17 C.F.R. §§ 240.10b-5(a), 240.10b-5(c).
THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder
(Accell, Hiestand)
207. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 200.

36

208. Accell and Hiestand, by engaging in the acts and conduct described above,
directly or indirectly, singly or in concert, in connection with the purchase or sale of a security,
by the use of means or instrumentalities of interstate commerce, of the mails, or of the facilities
of a national securities exchange, made one or more untrue statements of a material fact or
omitted to state a material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.
209. By engaging in the acts and conduct described above, Accell and Hiestand, and
each of them, violated, and unless restrained and enjoined will continue to violate, Section 10(b)
of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. § 240.10b-
5(b).
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Bilzerian, Rohleder, International Investments, Accell, Hiestand)

210. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 200.
211. For the reasons set forth in paragraphs 1 through 203, Ignite, directly or indirectly,
singly or in concert, in connection with the purchase or sale of a security, by the use of means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities
exchange: (i) employed one or more devices, schemes, or artifices to defraud; (ii) made one or
more untrue statements of a material fact or omitted to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were made, not
misleading; or (iii) engaged in one or more acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon other persons.
212. For the reasons set forth in paragraphs 1 through 203, Ignite violated Section

37

10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R.
§ 240.10b-5.
213. By engaging in the acts and conduct described in paragraphs 1 through 206,
Bilzerian, Rohleder, International Investments, Accell, and Hiestand knowingly or recklessly
provided substantial assistance to Ignite with respect to its violations of Exchange Act Section
10(b), 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
214. Because of the foregoing, Bilzerian, Rohleder, International Investments, Accell,
and Hiestand are each liable under Exchange Act Section 20(e), 15 U.S.C. § 78t(e), for aiding
and abetting Ignite’s violations of Exchange Act Section 10(b), 15 U.S.C. § 78j(b), and Rule
10b-5 thereunder, 17 C.F.R. § 240.10b-5, and, unless enjoined, Bilzerian, Rohleder, International
Investments, Accell, and Hiestand will each again aid and abet these violations.
FIFTH CLAIM FOR RELIEF
Control Person Liability Under Section 20(a) of the Exchange Act
(Bilzerian)

215. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 200.
216. For the reasons set forth in paragraphs 1 through 203, Ignite, directly or indirectly,
singly or in concert, in connection with the purchase or sale of a security, by the use of means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities
exchange: (i) employed one or more devices, schemes, or artifices to defraud; (ii) made one or
more untrue statements of a material fact or omitted to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were made, not
misleading; or (iii) engaged in one or more acts, practices, or courses of business which operated

38

or would operate as a fraud or deceit upon other persons.
217. For the reasons set forth in paragraphs 1 through 203, Ignite violated Section
10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R.
§ 240.10b-5.
218. At all relevant times during the conduct alleged in this Complaint, Bilzerian
participated in, and exercised control over, the operation of Ignite, and possessed the power and
ability to control the acts constituting Ignite’s violations of Section 10(b) of the Exchange Act,
15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
219. Bilzerian was a culpable participant in Ignite’s violations of Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
220. Because of the foregoing, Bilzerian, under Section 20(a) of the Exchange Act, 15
U.S.C. § 78t(a), is jointly and severally liable with, and to the same extent as Ignite for its
violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder,
17 C.F.R. § 240.10b-5.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:
I.
Permanently enjoining Ignite, Dowdall, Schaefer, and their agents, servants, employees,
and attorneys, and those persons in active concert or participation with any of them from
violating Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder,
17 C.F.R. § 240.10b-5;
II.
Permanently enjoining Bilzerian, Rohleder, International Investments, and their agents,
servants, employees, and attorneys, and those persons in active concert or participation with

39

them from violating Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a)
and (c) thereunder, 17 C.F.R. §§ 240.10b-5(a) and (c), and from aiding and abetting any
violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder,
17 C.F.R. § 240.10b-5;
III.
Permanently enjoining Bilzerian and his agents, servants, employees, and attorneys, and
those persons in active concert or participation with him from acting as a control person of a
person who violates Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5
thereunder, 17 C.F.R. § 240.10b-5
IV.
Permanently enjoining Accell and Hiestand, and their agents, servants, employees, and
attorneys, and those persons in active concert or participation with them from violating Section
10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R.
§§ 240.10b-5(b), and from aiding and abetting any violations of Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5;
V.
Ordering Defendants to pay civil penalties under Section 21(d)(3) of the Exchange Act,
15 U.S.C. § 78u(d)(3);
VI.
Prohibiting, under Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2),
Bilzerian, Dowdall, Rohleder, and Schaefer from serving as an officer or director of any
company that has a class of securities registered under Section 12 of the Exchange Act,
15 U.S.C. § 78l, or that is required to file reports under Section 15(d) of the Exchange Act,
15 U.S.C. § 78o(d); and

40

VII.
Ordering any other relief this Court may deem just and proper.
JURY DEMAND
 The SEC demands a trial by jury on liability.
                                                                                    Respectfully            submitted,
Dated: Los Angeles, California
September 27, 2024 /s/ Douglas M. Miller

  Charles E. Canter*
                                                                                                                                                Douglas                                                                        M.                                                                        Miller
  *Pro hac vice application forthcoming

SECURITIES AND EXCHANGE
COMMISSION
Los Angeles Regional Office
  444 South Flower Street, Ste. 900
  Los Angeles, CA 90071
  Telephone: (323) 965-3983 (Canter)
  [email protected]

Attorneys for Plaintiff

Of Counsel
Patricia Pei

1 
 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

-against- 

IGNITE INTERNATIONAL BRANDS, 
LTD., PAUL BILZERIAN, PAUL 
DOWDALL, SCOTT ROHLEDER, JOHN 
SCHAEFER, INTERNATIONAL 
INVESTMENTS, LTD., ACCELL AUDIT 
& COMPLIANCE, PA, AND 
CHRISTOPHER HIESTAND, 

Defendants. 
 

 COMPLAINT 
 
Case No. 1:24-cv-07331 
 
 
JURY TRIAL DEMANDED 

 
 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Defendants Ignite International Brands, Ltd. (“Ignite”), Paul Bilzerian (“Bilzerian”), Paul 

Dowdall (“Dowdall”), Scott Rohleder (“Rohleder”), John Schaefer (“Schaefer”), International 

Investments, Ltd. (“International Investments”), Accell Audit & Compliance, PA (“Accell”), and 

Christopher Hiestand (“Hiestand”) (collectively, “Defendants”) alleges: 

SUMMARY 

1. From late 2020 to 2021, Ignite—a Canadian company that sells disposable vape 

pens and other nicotine e-liquid products and whose shares traded in the United States—engaged 

in a scheme, orchestrated largely by recidivist Bilzerian, who controls Ignite, to fraudulently 

report revenue. In January 2021, the company reported revenue of about CAD $10.1 million 

(USD $7.9 million) for the fourth quarter of 2020, which, as Ignite noted in a January 19, 2021 

press release, “exceeded revenue for the previous three quarters combined.” Following the press 

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release, Ignite’s share price in the United States, as quoted on OTC Link, rose by more than 

144%. 

2. Most of the purported fourth-quarter revenue, however, existed only as three 

fraudulent invoices for disposable vape pens that Ignite had issued to one of its customers, 

Company 1. Company 1 had not ordered that product, never took possession of it, and its 

president, Individual 1, repeatedly disputed the invoices with Schaefer, Ignite’s then-President 

and COO, and Bilzerian. Ignite issued its press release touting the fake revenue anyway.  

3. By late January 2021, Accell’s audit of Ignite’s 2020 financial statements was 

underway. When Accell sought to confirm the accounts receivable tied to the fraudulent invoices 

with Company 1, Individual 1 refused to confirm that Company 1 owed the amounts stated. 

Unable to persuade Individual 1 to confirm the amounts reflected in the invoices, Bilzerian 

changed course and directed International Investments, which he also controls, to nominally 

“purchase” the inventory listed in the invoices in exchange for a reduction in debt Ignite owed 

International Investments. In late February, Ignite credited Company 1 for USD $4.6 million 

(CAD $5.9 million), backdating the credit notes to December 31, 2020. Ignite also issued 

invoices in the same amounts to International Investments, also backdating the invoices to 

December 31, 2020. Ignite did not, however, restate its 2020 financial statements or correct its 

January 2021 press release.  

4. Dowdall, who was Ignite’s Chief Financial Officer (“CFO”), Rohleder, who was 

International Investments’ CFO, and Schaefer each worked to further the scheme. Dowdall 

worked out the changes to reconcile Ignite’s books to the fraudulent invoices issued to Company 

1 and the new, backdated invoices to International Investments. He also worked with Rohleder to 

provide a false explanation for the transactions to Accell and Hiestand so that the fraudulent 

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revenue could be reported in 2020. Schaefer, who had no position at International Investments, 

tracked the product purportedly sold to International Investments as the product was stored and 

purchased by another Ignite customer. Schaefer personally handled invoicing for International 

Investments—directing payment to an entity controlled by Rohleder because International 

Investments could not lawfully sell the product to the Ignite customer. 

5. Hiestand, who was Accell’s engagement partner responsible for the Ignite audit, 

knew that Company 1 did not confirm the accounts receivable tied to the fraudulent invoices, but 

made no inquiry with Company 1 to confirm Ignite’s and International Investments’ story. 

Instead, he went along with the false story he had been told by Dowdall and Rohleder and 

assisted Ignite’s fraud even though other information Hiestand had received about the invoices 

contradicted the story. Hiestand was at least reckless in not knowing that the “sale” to 

International Investments occurred in 2021 and there was no basis for recognizing the revenue in 

2020. Yet, in April 2021, Hiestand requested and accepted for inclusion in the Ignite audit file 

documentation that would reflect a purchase by International Investments from Ignite in 

December 2020. And when a specialist in Canadian accounting and auditing standards that 

Accell retained to assist with the audit raised questions to Hiestand about the alleged “sale,” 

Hiestand falsely stated that the sale occurred in December 2020. 

6. At the end of April 2021, Ignite filed its audited financial statements with the 

Ontario Securities Commission, accompanied by a certification by Dowdall. The financial 

statements included a false note that International Investments had “purchased” CAD $5,878,244 

[about USD $4.6 million] of product “in December 2020” and, thus, overstated Ignite’s revenue 

by that amount.  

7. The audited financial statements included an audit report signed by Accell, which 

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opined the financial statements “present fairly, in all material respects, the financial position of 

the company as at [sic] December 31, 2020.” Because Hiestand knew or was at least reckless in 

not knowing that the International Investments transaction occurred in 2021, Accell’s audit 

report was also false. Moreover, the audit report falsely stated that the audit had been conducted 

“in accordance with Canadian generally accepted auditing standards” when in fact, Accell and 

Hiestand had knowingly or recklessly failed to follow those standards. 

VIOLATIONS 

8. By the conduct alleged in this Complaint, Ignite violated Section 10(b) of the 

Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 

17 C.F.R. § 240.10b-5. 

9. By the conduct alleged in this Complaint, Bilzerian violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 17 C.F.R. §§ 240.10b-

5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 

15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. Under Sections 20(a) and 

20(b) of the Exchange Act, 15 U.S.C. §§ 78t(a), (b), Bilzerian is jointly and severally liable with 

and to the same extent as Ignite for Ignite’s violations of Section 10(b) of the Exchange Act, 15 

U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, because he is Ignite’s control 

person. 

10. By the conduct alleged in this Complaint, Dowdall violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

11. By the conduct alleged in this Complaint, Rohleder violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 17 C.F.R. §§ 240.10b-

5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 

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15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of 

Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e). 

12. By the conduct alleged in this Complaint, Schaefer violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

13. By the conduct alleged in this Complaint, International Investments violated 

Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 

17 C.F.R. §§ 240.10b-5(a) and (c), and aided and abetted Ignite’s violations of Section 10(b) of 

the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within 

the meaning of Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e). 

14. By the conduct alleged in this Complaint, Accell violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. §§ 240.10b-5(b), and 

aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), 

and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of Section 20(e) of the 

Exchange Act, 15 U.S.C. § 78t(e). 

15. By the conduct alleged in this Complaint, Hiestand violated Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. §§ 240.10b-5(b), and 

aided and abetted Ignite’s violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), 

and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, within the meaning of Section 20(e) of the 

Exchange Act, 15 U.S.C. § 78t(e). 

16. Unless Defendants are restrained and enjoined, they will continue to engage in the 

acts, practices, transactions, and courses of business set forth in this Complaint or in acts, 

practices, transactions, and courses of business of similar type and object. 

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

17. The SEC brings this action under the authority conferred by Section 21(d) of the 

Exchange Act, 15 U.S.C. § 78u(d). 

18. The SEC seeks a final judgment: (i) permanently enjoining Defendants from 

violating the federal securities laws and rules this Complaint alleges they have violated; 

(ii) ordering Defendants to pay civil money penalties; (iii) prohibiting Bilzerian, Dowdall, 

Rohleder, and Schaefer from serving as an officer or director of any company that has a class of 

securities registered under Section 12 of the Exchange Act, 15 U.S.C. § 78l, or that is required to 

file reports under Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d); and (iv) ordering any 

other relief this Court may deem just and proper under Section 21(d)(5) of the Exchange Act, 

15 U.S.C. § 78u(d)(5). 

JURISDICTION AND VENUE 

19. This Court has jurisdiction over this action under Sections 21(d), 21(e), and 27 of 

the Exchange Act, 15 U.S.C. §§ 78u(d), 78u(e), 78aa. 

20. Defendants, directly or indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged in this Complaint. 

21. The conduct alleged in this Complaint that occurred in the United States 

constituted significant steps in furtherance of the violations alleged, including the creation and 

transmission of the fraudulent invoices, calls, and emails between Rohleder and Hiestand, and 

the creation of the false audit opinion. 

22. The conduct alleged in this Complaint that occurred outside the United States had 

a foreseeable substantial effect within the United States because many buyers, sellers, and 

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holders of Ignite’s stock resided in the United States where Ignite stock was quoted and actively 

traded on OTC Link, an electronic inter-dealer quotation system that displays quotes from 

broker-dealers for many over-the-counter securities. 

23. Venue lies in this District under Section 27 of the Exchange Act, 15 U.S.C. 

§ 78aa, because Schaefer resides in this District in Yorktown Heights, New York. 

DEFENDANTS 

24. Ignite is a Canadian company headquartered in Ontario, Canada. Shares of Ignite 

were listed on the Canadian Securities Exchange under the ticker symbol BILZ from about 

October 2018 to August 2022, and the company was previously a reporting issuer in the 

provinces of British Columbia, Alberta, and Ontario. In May 2019, Ignite caused to be filed a 

Form 211 with the Financial Industry Regulatory Authority under Exchange Act Rule 15c2-11 to 

be quoted in the United States on OTC Link. Ignite’s stock was then quoted on OTC Link under 

the ticker symbol BILZF from about July 2019 to August 31, 2022. In August 2022, Ignite 

announced that it had completed a going-private transaction.  

25. Bilzerian is a resident of St. Kitts and the father of Ignite’s Chief Executive 

Officer. He holds himself out as a “consultant” with IIC Management Company, Ltd., an entity 

also based in St. Kitts which has provided capital funding to Ignite. On September 29, 1989, 

based on his role in several fraudulent stock purchasing schemes carried out in 1985 and 1986, 

Bilzerian was convicted of securities fraud and conspiracy to defraud the United States and was 

sentenced to four years in prison. United States v. Bilzerian, No. 1:88-cr-00962-RJW. The 

Second Circuit affirmed his conviction, United States v. Bilzerian, 926 F.2d 1285 (2d Cir. 1991), 

and later denied postconviction relief, Bilzerian v. United States, 127 F.3d 237 (2d Cir. 1997). 

On April 8, 1991, the SEC obtained a judgment against Bilzerian in the District Court for the 

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District of Columbia based on the same conduct for civil violations of the federal securities laws, 

including Section 10(b) of the Exchange Act and Rule 10b-5. SEC v. Bilzerian, No. 89-1854 

(SSH) 1991 WL 83964 (D.D.C. 1991). The district court permanently enjoined Bilzerian from 

further violations and later ordered him to disgorge $33,140,787.07 in illicit profit from his 

fraud, plus interest. SEC v. Bilzerian, 814 F. Supp. 116 (D.D.C. 1993), aff’d, 29 F.3d 689 (D.C. 

Cir. 1994). Thirty years of litigation to collect the disgorgement award followed. Bilzerian tried 

to discharge the debt in bankruptcy, but the Eleventh Circuit rejected that attempt. In re 

Bilzerian, 153 F.3d 1278 (11th Cir. 1998). In collection proceedings in district court, Bilzerian 

was found in contempt of the court’s 1993 order, SEC v. Bilzerian, 112 F. Supp. 2d 12 (D.D.C. 

2000), a receiver was appointed over Bilzerian’s assets, 127 F. Supp. 2d 232 (D.D.C. 2000), and, 

after failing to provide requested documents to the receiver and filing another bankruptcy 

petition, Bilzerian was ordered incarcerated until he complied with the court’s prior contempt 

order, 131 F. Supp. 2d 10 (D.D.C. 2001), aff’d, 75 Fed. Appx. 3 (Sept. 22, 2003). Litigation 

continues to the present, involving not only Bilzerian but also his wife and various individuals 

and entities that Bilzerian enmeshed in his attempts to shield his assets. E.g., SEC v. Loving 

Spirit Found., Inc., 392 F.3d 486 (D.C. Cir. 2004); SEC v. Bilzerian, 613 F. Supp. 2d 66 (D.D.C. 

2009); SEC v. Bilzerian, 815 F. Supp. 324 (D.D.C. 2011), aff’d, 2012 WL 1922465, at *1 (D.C. 

Cir. 2012); SEC v. Bilzerian, 811 Fed. Appx. 3 (Jun. 24, 2020), cert. denied 141 S.Ct. 1528 

(2021); Steffen v. United States, 995 F.3d 1377 (Fed. Cir. 2021); Order Granting Mot. Post-

Judgment Intervention, ECF No. 1247, SEC v. Bilzerian, No. 1:89-cv-1854-RCL (June 18, 

2024). At some point, Bilzerian moved to St. Kitts, and the disgorgement judgment entered 

against him remains unsatisfied. 

26. Paul Dowdall is a resident of Ontario, Canada and a Chartered Professional 

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Accountant registered with the Chartered Professional Accountants of Ontario. Dowdall served 

as CFO of Ignite from June 2020 to September 2021. He is the CFO of a financial technology 

company listed on the Canadian Securities Exchange. 

27. Scott Rohleder is a resident of Morrisville, North Carolina. Rohleder has held 

himself out as the CFO of International Investments, the CFO of Ignite or its subsidiaries, and as 

a managing “Director” of Ignite. In his work on behalf of Ignite and International Investments, 

Rohleder generally works at Bilzerian’s direction. 

28. John Schaefer is a resident of Yorktown Heights, New York. Schaefer was 

president and Chief Operating Officer (“COO”) of Ignite from September 2020 to March 2022; 

he had been Ignite’s COO starting in late 2019. He is currently COO of an indoor farming 

company based in Irvington, New York. 

29. International Investments is a St. Kitts company, headquartered in Basseterre, St. 

Kitts. Upon information and belief, Bilzerian controls International Investments. 

30. Accell Audit & Compliance, PA is a public accounting firm headquartered in 

Tampa, Florida, and incorporated under the laws of Florida. It has been registered with the 

Public Company Accounting Oversight Board (“PCAOB”) since 2009. 

31. Christopher Hiestand is a resident of San Antonio, Florida. He is the founding 

partner and managing director of Accell, and a Certified Public Accountant licensed in the state 

of Florida since 2002. 

FACTS 

I. Bilzerian controls Ignite. 

32. Ignite is a consumer packaged-goods company engaged in branding and 

distributing merchandise, including disposable vape pens and other nicotine e-liquid products. 

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Ignite was founded by Bilzerian’s son and his son’s business partner in 2017. Since Ignite’s 

founding, Bilzerian’s son has been its Chief Executive Officer (“CEO”) and a member of its 

Board of Directors, while the other executive roles at the company have been filled by various 

individuals over time. 

33. Despite his son’s nominal control of Ignite, Bilzerian has exercised control of 

Ignite’s finances and operations since at least 2018. 

34. Examples of Bilzerian’s control of Ignite include the following conduct: 

a. On or about October 4, 2018, Bilzerian emailed the CEO of Ignite’s corporate 

predecessor stating, “If you can hire Eddie tomorrow as the Vice President of 

Finance, or any temporary title that is not an officer position which would 

delay our CSE approval, effective October 1, 2018, on the terms I sent you 

earlier I would be grateful. And if you will give Eddie authority to hire four 

non officers effective whatever dates they can start (Eddie or Scott [Rohleder] 

will give you those dates and the compensation terms), we will then have our 

initial team in place.” 

b. On or about December 11, 2018, Bilzerian sent an email to Ignite’s board 

members, stating, “I believe it is time to hold a Skype (Informal) Board 

Meeting. * * * * We should know everything about the capital raise, have a 

good handle on December, have time to prepare financial statements, create a 

budget for 2019, etc. * * * * Please let me know if you are unable to attend, 

otherwise I will assume you make it. Please make sure Scott [Rohleder] has 

your Skype address.” 

c. On or about February 3, 2019, Bilzerian emailed Ignite’s then-president, 

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stating, “you are not producing any earnings; you are not even close to 

producing any results that would indicate you can get to break even. You, 

Scott [Rohleder], and I need to meet on the 15th before the management 

meeting on the 16th to discuss this. In the meantime, please send me the 

detailed plan for spending on marketing in February.” 

d. On February 18, 2020, Bilzerian emailed Ignite’s vice chairman of the board, 

stating, “I am terminating [Ignite’s then-president] in the morning.” 

35. In 2019 and through at least 2020, Bilzerian, through several entities he controls, 

including International Investments, provided Ignite capital to cover the company’s operating 

shortfalls. 

36. By August 2020, Bilzerian was taking credit for Ignite’s purported improved 

performance. For example, on or about August 25, 2020, he sent an email in which he stated, “It 

has been two weeks since we took over management of Ignite. We are making substantial 

progress but the level of incompetence and horrible judgments made by prior management are 

difficult to comprehend but, on a positive note, we are fixing them at an impressive rate.” 

37. On or about August 31, 2020, Bilzerian emailed Ignite’s board, stating that he 

“would like to have John Schaefer appointed President as he is already the Chief Operating 

Officer and make it clear we are not looking for anyone else. I would like to give John a salary 

increase to reflect his new title but we are working on what that should be. John works well with 

Scott [Rohleder] and me and we continue to make great progress cutting costs, positioning Ignite 

for success and a sale in 2022.” 

38. About two-and-a-half hours later, Bilzerian again emailed the Ignite board: “John 

[Schaefer] will have his pay increased to $300,000 effective October 15, 2020, the same day that 

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the options will be reissued and his options will be increased to 1 million shares at that time, all 

subject to Board approval at the September board meeting. * * * * Why October 15th instead of 

now? We are laying off the entire Marketing Department this month and we are projected to be 

cash flow positive by the first week of October and we will be issuing the options on October 

15th. I have spoken with John, and * * * he is in accord.” 

39. Even with Schaefer nominally in charge of Ignite, Bilzerian still controlled 

Ignite’s senior executives. For example, on or about October 7, 2020, Bilzerian emailed 

Dowdall, Ignite’s then-CFO, telling him, “You should never unilaterally set a meeting with any 

director or directors without clearing that with John [Schaefer] and me (and preferably Scott 

[Rohleder]).” 

40. Bilzerian’s control extended to admonishing Ignite’s board members. On or about 

November 25, 2020, Bilzerian emailed a board member following a conference call and called 

the board member’s conduct on the call “frankly, embarrassing.” Bilzerian questioned whether 

the board member had a “drinking problem” and advised, “If today was just a bad day you 

should apologize to everyone on the call and tell them it won't happen again.” Bilzerian then 

bragged that “I cut expenses by $10 million a quarter and have increased sales to a level the 

company has never seen before and we will probably produce a net profit in the 4th quarter of $3 

to $4 million.” 

II. Ignite sends fraudulent invoices to inflate its fourth quarter 2020 revenue. 

41. Ignite began selling products to Company 1, a distributor of vaping and nicotine 

products based in Phoenix, Arizona, in September 2020. 

42. Company 1 became Ignite’s third-party logistics (“3PL”) provider, whereby 

Company 1 would store inventory owned by Ignite at Company 1’s warehouse, and package and 

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ship that inventory on Ignite’s behalf when Ignite made a sale. 

43. Company 1 thus acted in two roles in relation to Ignite: first, as Ignite’s order 

fulfillment provider, and second, as an Ignite customer. 

44. Company 1 divided its warehouse space and stored Ignite-owned product on one 

side, and product purchased by Company 1 to sell to its own customers on the other. Company 1 

and its employees sometimes referred to Ignite-owned product stored separately from the 

Company 1 side of the warehouse as being “in the 3PL.” 

45. When Company 1 purchased product for its own use, it would submit a purchase 

order to Ignite, and Ignite would verify the purchase order and generate an invoice. Company 1 

would then shift the product to the Company 1 side of the warehouse. 

46. Company 1 was only financially obligated for the product that it ordered from 

Ignite. The remaining Ignite-branded inventory in Company 1’s warehouse was the property of 

Ignite. 

47. On or about November 30, 2020, five days after Bilzerian emailed that “we will 

probably produce a net profit in the 4th quarter of $3 to $4 million,” Ignite sent Company 1 

invoice number LAIN0000513 for $1,443,750. 

48. Invoice number LAIN0000513 was fraudulent in that Company 1 had not placed 

an order for the product listed in the invoice. 

49. Individual 1 had multiple calls with Schaefer between December 1, 2020, and 

December 14, 2020, in which he confirmed with Schaefer that Company 1 was not liable for 

invoice number LAIN0000513. 

50. On or about December 14, 2020, Ignite sent Company 1 invoice number 

LAIN0000760 for $770,275.00. 

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51. Invoice number LAIN0000760 was fraudulent in that Company 1 had not placed 

an order for the product listed in the invoice. 

52. In an email exchange on December 14, 2020, discussing a spreadsheet for a 

meeting with Bilzerian the next day, Schaefer wrote to Individual 1, “Can you add a column that 

shows the amount of units you've been invoiced for by Ignite? I want to ensure he knows what 

we have billed you for as its larger than your sales show. Hope that makes sense. Or just do a 

total that we've billed you for under the total units of inventory so Paul can see that.” 

53. Individual 1 responded to again confirm that Company 1 was not liable for the 

invoices: “Yes but I want to make sure we're on the same page, I have not accepted financial 

responsibility for these invoices as the inventory is in the 3PL.” 

54. Schaefer responded, “Yes, thank you!” 

55. On or about December 28, 2020, Dowdall emailed Bilzerian and Schaefer 

“checking in to see where we stand with orders” and noting that Ignite was “going to try to move 

500,000 units to [Company 2] . . . if [Company 1] didn’t step up.” 

56. Bilzerian replied, “We should have an update tomorrow.” 

57. Individual 1 took an annual trip with his brother in late December through New 

Year’s Day, and during those trips, he did not check his email account at Company 1. 

58. On or about December 29, 2020, Schaefer emailed Individual 2 and received an 

automated reply stating, “I’m currently out of the office and will return back 1/4/2021.”  

59. On or about December 29, 2020, Schaefer emailed Bilzerian and Dowdall stating 

“[Company 1] has stepped up and will place an order for 500k units.” 

60. On or about December 31, 2020, Ignite sent Company 1 invoice number 

LAIN0001060 for $2,875,000.00. 

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61. Invoice number LAIN0001060 was fraudulent in that Company 1 had not placed 

an order for the product listed in the invoice. 

62. None of invoices LAIN0000513, LAIN0000760, or LAIN0001060 were 

connected to any purchase order submitted by Company 1 to Ignite in 2020. 

63. Individual 1 continued to dispute that Company 1 was liable for the invoices. In a 

text message to Schaefer on or about January 13, 2021, Individual 1 wrote, “The invoice from 

December was 3m, that is pretty large so want to confirm we aren’t financially committed to that 

amount and have the physical inventory in 3pl and will submit [purchase orders] as we move it 

to manage actual financial liability . . . I want to be clear we can’t take that much of a 

commitment right away [and] we will need to do it as it sells with the POs against the invoice . . . 

Same way we have been.” 

64. Schaefer responded to Individual 1’s text message, stating, “We can certainly talk 

about it with Paul on Tuesday.” 

65. A few days later, on or about January 15, 2021, Bilzerian, in an email 

conversation that included Schaefer, wrote to Individual 1 that “of the $2.2 million that is due 

from [Company 1], you made a payment of $50,000.” 

66. In a later email in the conversation on or about January 16, 2021, Individual 1 

responded, “In regards to the $2.2 million we have not taken financial responsibility for these 

invoices, we were very clear from the start that [Company 1] was not interested in that kind of 

financial responsibility on any one item. Everything that we have financial responsibility for is 

tied back to a PO [purchase order] issued to Ignite . . . . Ignite has issued several invoices to us 

that we have no PO tied to, this inventory remains in the 3PL warehouse.” 

67. Bilzerian responded a few minutes later: “Thank you for your email; it is helpful. 

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I wish to confirm that the only invoices from Ignite that [Company 1] acknowledges are the ones 

that are tied to a purchase order from [Company 1], correct? All the rest of the inventory belongs 

to Ignite, correct?” 

68. The next day, on January 17, 2021, Individual 1 confirmed that Bilzerian was 

correct about the invoices and inventory.  

69. On January 19, 2021, in follow up emails in the same conversation with Schaefer 

and Individual 1, Bilzerian “updated the balance according to [Individual 1’s] accounting which 

is $315,845.”  

70. In the same email conversation, Bilzerian also asked Individual 1 to confirm that 

Company 1 would place weekly orders and make weekly payments “for whatever you order that 

week” through May 2021, which would be drawn from the inventory listed in the December 

invoices.  

71. Bilzerian thus knew or was reckless in not knowing that Company 1 had not 

ordered the product listed in the fraudulent December 2020 invoices.  

III. Ignite announces its fraudulent 2020 revenue. 

72. Despite Individual 1’s repeated refusals to accept liability for the three December 

invoices, Ignite issued a press release on January 19, 2021, announcing its unaudited fourth 

quarter 2020 revenue results. 

73. The release falsely stated that Ignite’s revenue in the fourth quarter of 2020 “was 

[CAD] $10.1 million, which exceeded revenue for the previous three quarters combined.” The 

release noted that revenue “grew steadily throughout the fourth quarter,” and that Ignite’s 

“December revenues were the highest monthly sales in the Company’s history.” 

74. The release quoted Schaefer stating, “The substantially improved fourth quarter 

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results reflect the successful efforts of the new management team to reduce costs and increase 

revenue.” 

75. Schaefer, Ignite’s president and chief operating officer on January 19, 2021, was a 

maker of the false and misleading statements in the press release. 

76. Schaefer knew or was reckless in not knowing that the press release was false and 

misleading. 

77. As Ignite’s president and chief operating officer, Schaefer’s scienter is imputed to 

Ignite. 

78. The fraudulent invoices to Company 1 comprised about 60 percent of the reported 

fourth quarter revenues. 

79. The false and misleading statements in the January 19 press release were material. 

80. Following the January 19 press release, Ignite’s share price on OTC Link rose by 

more than 144 percent. 

81. Average daily trading volume of Ignite stock in the United States between 

January 1 and January 19, 2021, was about 77,000 shares. On January19, 2021, when Ignite 

issued its press release falsely reporting its 2020 financial results, more than 3.5 million shares of 

Ignite stock traded in the United States, and on January 20, 2021, more than 1.4 million shares 

traded in the United States. 

IV. In 2021, Ignite and International Investments enter a sham transaction to keep 

the fraudulent 2020 revenue in Ignite’s audited financial statements. 

a. Company 1 refuses to confirm the fraudulent invoices. 

82. In January 2021, Accell began an audit of Ignite’s 2020 financial statements. 

83. As part of the audit, Accell sought to confirm Ignite’s accounts receivable 

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reported in December 2020 and sent a series of “AR confirmation” letters to Ignite’s customers 

based on data provided by Ignite to Accell, asking customers to verify amounts on invoices “due 

. . . December 31, 2020.” 

84. On or about January 22, 2021, Accell emailed an AR confirmation letter to 

Individual 1, which listed eight outstanding invoices, three of which were the false invoices, 

LAIN0000513, LAIN0000760, and LAIN0001060, totaling about USD $5.1 million. 

85. The sum of the other five invoices, for product Company 1 had in fact ordered, 

came to just over USD $100,000. 

86. Individual 1 did not sign the AR confirmation letter. 

87. Instead, Individual 1 called Bilzerian and Schaefer and again disclaimed liability 

for the three invoices. 

88. On or about January 24, 2021, Individual 1 forwarded the AR confirmation letter 

to Bilzerian and Schaefer. 

89. On January 26 and 27, Bilzerian and Individual 1 exchanged revised versions of 

the AR confirmation letter, attempting to agree on wording in the letter so that Individual 1 

would be comfortable signing the letter, but keeping the false invoices for purposes of 

confirming Ignite’s inflated revenue for the audit. 

90. After Individual 1 sent his proposed changes to the AR confirmation letter to 

Bilzerian and Schaefer, Bilzerian told Individual 1 he would receive “an identical letter from 

Accell,” and asked Individual 1 to sign and return that letter to Accell. 

91. On or about January 27, 2021, Accell sent Individual 1 a revised AR 

confirmation, which removed the reference to the invoices being “due . . . December 31, 2020,” 

but retained the three fraudulent invoices.   

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92. On or about January 28, 2021, Rohleder emailed Bilzerian to confirm that Accell 

had sent the revised AR confirmation letter to Company 1. 

93. Bilzerian emailed Individual 1, asking him to sign the letter and return it to 

Accell, and to “blind copy me on the email so I can put this matter to bed.” 

94. Individual 1 remained apprehensive about signing the revised letter because it still 

listed the three false invoices. 

95. On or about January 28, 2021, Individual 1, with Company 1’s attorney, had a 

phone call with Bilzerian.  

96. After unsuccessfully trying to persuade Individual 1 to sign the AR confirmation 

letter, Bilzerian became angry and stated that he would personally buy all the inventory listed on 

the fraudulent invoices instead. 

97. To salvage the relationship, Individual 1 reached out to Bilzerian by text 

immediately after the phone call ended. 

98. Bilzerian responded, “I have already advised Ignite [International Investments] is 

going to buy every single device you haven’t paid for by close of business tomorrow. So make 

your payment tomorrow because after that you will be dealing with [International Investments].” 

b. Ignite transfers the product ostensibly sold to Company 1 in 2020 to another 

distributor. 

99. The same week Individual 1 was negotiating the wording of the AR confirmation 

letter with Bilzerian, Company 2, an electronic cigarette distribution company in California, had 

placed its first order with Ignite. 

100. On or about January 29, 2021, Schaefer emailed Individual 2, the sales director 

for Company 2, to inform him that Ignite would be shipping “a large quantity of each 

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device/flavor” to Company 2’s warehouse to “store and use for future orders.” Schaefer added, 

“Obviously it will be Ignite product until you issue a [purchase order] and ship the product to 

your customer.” 

101. In early February 2021, Ignite shipped the inventory listed in the fraudulent 

invoices for storage in Company 2’s warehouse in North Hollywood, California, where it was 

segregated from the product already purchased by Company 2. 

102. For Company 2 to access the inventory Ignite had shipped, it would email Ignite 

an order and wait to receive an invoice before taking possession of the product. 

103. On or about February 19, 2021, Individual 2 emailed an Ignite employee, copying 

Schaefer, requesting an invoice for products taken from the inventory Ignite had shipped. 

104. On or about March 17, 2021, Schaefer responded to the February 19 email, “As 

discussed previously the inventory in your possession is through International Investments so 

payment will go to them not Ignite International, for this order and all future orders from the 

current ‘non-paid for’ inventory sitting at your location.” 

105. Schaefer also attached an invoice issued by International Investments, with an 

address in St. Kitts. The invoice in turn called for payment to be made to a brokerage account 

held in the name of Rohleder, Inc., a Florida corporation controlled by Rohleder. 

106. Later invoices issued to Company 2 for products purchased out of the extra 

inventory were all issued either by International Investments or Rohleder, Inc. 

107. International Investments did not possess a tobacco license in California in 2021. 

108. Without a tobacco license, International Investments could not sell the disposable 

vape pens in Company 2’s North Hollywood warehouse. 

109. Rohleder, Inc. did not possess a tobacco license in California until May 2021. 

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110. Rohleder, Inc. obtained its license after it filed a Statement and Designation by 

Foreign Corporation with the California Secretary of State on April 13, 2021. In its Statement 

and Designation by Foreign Corporation, Rohleder, Inc. gave as the address of its principal 

office in California the same office address that Ignite’s United States subsidiary used.  

111. Company 2 never entered a written agreement with International Investments or 

Rohleder, Inc., and dealt only with Ignite representatives when ordering from the inventory 

Ignite had sent to its warehouse. 

112. In fact, Schaefer specifically requested that Company 2 copy him on all orders of 

product from that inventory, and he personally sent the International Investments and Rohleder, 

Inc. invoices to Company 2 for payment. 

113. Schaefer was not an officer or employee of International Investments. 

114. In February and March 2021 communications with Company 2, both Schaefer and 

Bilzerian described the product Ignite had shipped to Company 2 as “essentially” “on 

consignment.” 

115. In May 2021, after Company 2 had been selling Ignite’s products for several 

months, Ignite began asking Company 2 to ship some of the extra inventory back to the 

Company 1 warehouse, as Ignite was running low on stock. 

116. Schaefer requested that Company 2 fill out paperwork to become an Ignite 

vendor, so that Ignite could “purchase” the product from Company 2, “as we cannot buy directly 

from International Investments.” 

117. Ignite would send purchase orders to Company 2, who would obtain a Rohleder, 

Inc. invoice from Schaefer, and then in turn issue an invoice to Ignite for the same product. 

Ignite took back at least $300,000 of its own product from International Investments in this way. 

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c. Bilzerian, Rohleder, Schaefer, and Dowdall concoct a way to keep the 

fraudulent revenue on the 2020 financial statements. 

118. Meanwhile, from February through April 2021, Accell was continuing to audit 

Ignite’s 2020 financial statements, which included the millions of dollars of fourth-quarter 

revenue that Company 1 would not confirm, and that resulted from inventory that Ignite had not 

actually sold in 2020. 

119. By February 5, 2021, Bilzerian, Rohleder, Schaefer, and Dowdall had arrived at a 

plan to keep the fraudulent revenue on Ignite’s books for 2020. 

120. On or about February 5, 2021, Dowdall sent Bilzerian, Rohleder, and Schaefer an 

email setting out “the reconciliation for [Company 1] reflecting the process we discussed,” and 

seeking agreement before Dowdall would “make the required changes in the books.” 

121. In substance, the plan, as agreed by Bilzerian, Rohleder, Schaefer, and Dowdall, 

was to book the “sale” to International Investments in 2020 by issuing a back-dated, December 

2020 “new invoice” for about USD $4.6 million, creating a receivable in that amount in 2020. In 

“settlement of [this receivable] in 2020,” International Investments would apply this amount 

against convertible debt that Ignite purportedly owed International Investments. 

122. Dowdall understood that applying the receivable to debt incurred by Ignite to 

International Investments in 2021 would be inconsistent with a transaction that purportedly 

occurred in 2020. Thus, in his February 5, 2021 email to Bilzerian, Rohleder, and Schaefer, 

Dowdall advised 2021 debt to International Investments “should not be considered as I would 

prefer all components of this to settle in the same period.” 

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d.  Accell and Hiestand learn that Ignite has reduced accounts receivable from 

Company 1 by USD $4.6 million. 

123. On or about February 4, 2021, the Accell employee responsible for collecting the 

AR confirmation letters emailed Hiestand, noting that it was time to send a second request for 

Company 1’s confirmation and asking Hiestand to confirm that the proposed revision, which 

removed the “due . . . December 31, 2020,” language, was acceptable. The Accell employee 

attached to his email both the original and the revised AR confirmation letters, which included 

the USD $4.6 million in fraudulent invoices. 

124. Hiestand responded to the employee’s email, “The update is fine.” 

125. Hiestand had also been copied on the original January 20, 2021 email to Ignite 

containing the nine AR confirmation letters Accell would send to Ignite’s customers who were 

reflected on Ignites accounts receivable report as of December 31, 2020. 

126. By at least February 4, 2021, Hiestand knew or was reckless in not knowing that 

Company 1 accounted for more than $5 million of Ignite’s reported revenue in the fourth quarter 

of 2020. 

127. On or about February 25, 2021, Ignite’s vice president of finance sent two emails, 

both times copying Hiestand, acknowledging that Ignite needed to send a new version of 

Company 1’s AR confirmation letter to Accell and that “[t]here was a revision made to this 

account.” 

128. On or about February 28, 2021, Ignite sent Accell a third revised AR confirmation 

letter for Company 1, reflecting total balance as of December 31, 2020, of USD $563,983.55, a 

USD $4.6 million reduction. 

129. The revised third AR confirmation letter no longer listed the December 14 invoice 

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number LAIN0000760 for $770,275.00 or the December 31 invoice number LAIN0001060 for 

$2,875,000.00. The November 30 invoice number LAIN0000513, for $1,443,750, was largely 

offset with credits, including a credit for $983,264.12 dated December 31, 2020. 

130. Accell sent this third version of the AR confirmation letter to Company 1 on or 

about March 1, 2021, which Individual 1 signed and returned. 

e. Ignite backdates invoices and credit notes. 

131. As part of the audit process, Ignite provided Accell with copies of its invoices and 

credit notes, which reflect the following information:  

Date Number Type Customer Amount (USD) 

11/30/2020 LAIN0000513 Invoice Company 1 $1,443,750.00 

12/14/2020 LAIN0000760 Invoice Company 1 $770,275.00 

12/31/2020 LAIN0001060 Invoice Company 1 $2,875,000.00 

12/31/2020 LACN0000976 Credit Company 1 ($770,275.00) 

12/31/2020 LACN0000977 Credit Company 1 ($2,875,000.00) 

12/31/2020 LACN0000978 Credit Company 1 ($983,264.12) 

12/31/2020 LAIN0003322 Invoice International 
Investments 

$770,275.00 

12/31/2020 LAIN0003323 Invoice International 
Investments 

$2,875,000.00 

12/31/2020 LAIN0003324 Invoice International 
Investments 

$983,264.12 

 

132. Ignite’s invoicing software in early 2021 generated invoice numbers 

automatically in the order in which they were created. 

133. Invoice dates, in contrast, could be entered manually. 

134. Ignite issued invoice number LAIN0003321 on February 22, 2021, and invoice 

number LAIN0003325 on February 23, 2021. 

135. The invoices to International Investments numbered LAIN0003322, 

LAIN0003323, and LAIN0003324 were all backdated in that they were issued around 

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February 22-23, 2021. 

136. Ignite’s invoicing software in early 2021 similarly generated credit note numbers 

automatically in the order in which they were created. 

137. Ignite issued credit note LAIN0000975 on February 19, 2021, and credit note 

LAIN0000979 on February 23, 2021. 

138. The credit notes to Company 1 numbered LAIN0000976, LAIN0000977, and 

LAIN0000978 were all backdated in that they were issued around February 19-23, 2021. 

f. Accell and Hiestand help Ignite falsely report the International Investments 

transaction as 2020 revenue. 

139. By early April, as Accell was completing the audit, it sought an explanation for 

the change to the Company 1 invoices and the purported “sale” to International Investments. 

140. On or about April 5, 2021, Dowdall emailed Bilzerian and Schaefer and proposed 

sending Accell the following response: 

[Company 1] acts as our warehousing and fulfillment provider in addition 
to being a customer. We initially planned to sell the devices directly to 
[International Investments] but were told at the time we needed licenses 
which we did not have in place to do this whereas [Company 1] did. Given 
this we originally put the sale through [Company 1]. Once we got clarity 
that [we] could in fact go directly to [International Investments] as there 
was no license issue we processed the return and re-invoiced [International 
Investments] directly. We did this mainly because we felt more 
comfortable having the funds come directly to us from [International 
Investments] as opposed to going through [Company 1]. 
 

141. Dowdall knew, or was reckless in not knowing, this explanation was false in 

several respects. Among other things, Dowdall had asked about Company 1’s—not International 

Investments’—orders from Ignite at the end of December 2020, and he had told Ignite’s Board of 

Directors on or about January 28, 2021, that $5 million in revenue in December 2020 came from 

sales to Company 1.  

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142. Dowdall also knew or was reckless in not knowing there were no “funds” coming 

from International Investments, but only debt forgiveness.  

143. Shortly after Dowdall circulated his proposed “explanation,” he, Bilzerian, 

Schaefer, and Rohleder had a call later that day to discuss the matter. 

144. That same day, Rohleder emailed an Accell employee, asking for a call and 

stating, “As the CFO of International Investment[s], I am the person most familiar with the 

[Company 1] transaction, and I have been asked to lend my input.” 

145. On or about April 6, 2021, Rohleder, Dowdall, Hiestand, and the Accell employee 

participated in a conference call to discuss the International Investments “sale.” 

146. In a follow-up email to Hiestand, Dowdall, and the Accell employee, Rohleder 

reiterated the substance of the call earlier that day. Rohleder stated: “[W]hen hour [sic] 

relationship with [Company 1] changed, they were credited with the $4.6MM sale that was 

previously booked to them. . . . [International Investments] stepped into the shoes of [Company 

1] and bought the inventory which it is now selling.”  

147. Hiestand did not inquire with Company 1 to confirm the story Rohleder and 

Dowdall had told him about the International Investments “sale” or why Company 1 had refused 

to sign the original AR confirmation letters. 

148. Hiestand knew or was reckless in not knowing that the purported sale to 

International Investments was a material transaction because it represented about 35 percent of 

Ignite’s total reported revenue in 2020. 

149. From the call and email from Rohleder (see ¶¶ 145-46), from the invoices and 

accounts receivable information received from Ignite in January and February (see ¶ 131), and 

from the repeated attempts during 2021 to obtain confirmation of the fraudulent invoices from 

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Company 1 and from Company 1’s multiple refusals to confirm the fraudulent invoices (see 

¶¶ 83-84, 91, 123-30), Hiestand knew or was reckless in not knowing that the purported sale to 

International Investments took place in 2021, not 2020. 

150. But on or about April 7, 2021, when Hiestand emailed the Canadian accountant 

Accell had retained to act as an Engagement Quality Control Reviewer (“EQCR”) on the 2020 

Ignite audit, Hiestand characterized the International Investments transaction as a “purchase [of] 

$4m of wholesale product from Ignite in December.” (Emphasis added.) Hiestand noted that the 

“sale” would “probably end up representing about 35-40% of the total revenue for Ignite.” 

151. The EQCR responded to Hiestand the same day questioning whether the 

International Investments transaction “is really a sale at Dec 31,” and asking whether Ignite 

“shipped the product . . . or is it being held on consignment on behalf of [International 

Investments].” 

152. A few days later, on or about April 10, 2021, the EQCR noted in an email to 

Hiestand that the audit work papers reflected that Ignite had sold inventory to Company 1 and 

then reversed the sale and recorded the sale to International Investments. The EQCR wrote, 

“Given the start-up of the company and the increase in revenue 2018 to 2019 management no 

doubt doesn’t want revenue growth to stall. This will be a significant area for the audit.” 

153. The next day, on April 11, 2021, Hiestand responded that “this is the large sale in 

December” and that “in December” Company 1 “had a large quantity of product on-hand and 

wanted to return or reduce the original purchase price. [International Investments] stepped in and 

took ownership of the merchandise on the same terms . . . and has been distributing it.” 

154. Hiestand did not tell the EQCR that more than half of the “large sale in 

December” was for product that Ignite had originally claimed to have sold to Company 1, in 

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invoice LAIN0001060, on December 31, 2020, the last day of the reporting period. Thus, 

Hiestand knew or was reckless in not knowing that Company 1 did not have this product “on-

hand” and could not have “wanted to return” it in 2020.   

155. A few days later, when the Accell employee was reviewing Ignite’s inventory at 

Company 1’s warehouse, the employee asked about the credit notes reversing the fraudulent 

invoices. In an April 12, 2021 email, a Company 1 representative explained the product in the 

credit notes “never left 3PL inventory,” indicating once again that Company 1 had not actually 

ordered the product. 

156. Accell and Hiestand did not tell the EQCR that Company 1 had never taken 

possession of the product Hiestand had falsely characterized as “on-hand” that Company 1 

“wanted to return.” 

157. For Accell to issue an unqualified audit opinion under Canadian auditing 

standards, the EQCR needed to sign off on the significant judgments made by Accell and the 

conclusions reached on its audit of Ignite’s 2020 financial statements. 

158. The EQCR only signed off on significant conclusions, including those regarding 

the International Investments transaction in the 2020 financial statements, because of Hiestand’s 

false representations that the transaction occurred in 2020. 

159. Hiestand also knew or was reckless in not knowing that the purported sale was not 

supported by any contemporaneous documentation from 2020. 

160. In fact, on or about April 11, 2021, Hiestand asked Rohleder to create a document 

for Hiestand to include in the audit file that would confirm the International Investments 

“purchase” and that the product could not be returned to Ignite.  

161. In an email that same day, Rohleder passed Hiestand’s request on to Bilzerian, 

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copying Dowdall. Dowdall responded seeking confirmation from Bilzerian and Rohleder that 

providing such a confirmation was something International Investments would do. 

162. On or about April 13, 2021, Dowdall drafted a document titled 

“Acknowledgement of Payment Application,” which stated that International Investments had 

purchased $4.6 million of inventory from Ignite in exchange for settling certain promissory notes 

and purported to be “effective December 31, 2020.” 

163. Rohleder’s only edit was to change the signatory for International Investments 

from himself to Individual 3, the nominal CEO of International Investments. This edit was made 

on the advice of Hiestand. 

164. Bilzerian approved the Payment Acknowledgement, sent it on to Individual 3, 

writing, “Please initial and sign and return to me and the others [Rohleder, Dowdall, and 

Schaefer] copied on this email.” 

165. Individual 3 promptly signed and returned the Payment Acknowledgement as 

Bilzerian directed. 

166. At the same time Bilzerian and Rohleder were reviewing the Payment 

Acknowledgement, Dowdall had emailed Hiestand the unsigned draft with the note, “FYI, let me 

know your thoughts on this.”  

167. Dowdall, Schaefer, and Individual 3 signed—but did not date—the Payment 

Acknowledgement, and Dowdall submitted the document to Hiestand to become part of Ignite’s 

audit file. 

168. In fact, while the Payment Acknowledgement purported to reflect debt that 

International Investments had reduced or extinguished as of December 31, 2020, only a few 

weeks earlier, in late March 2021, Dowdall had sent to Bilzerian and Rohleder debt 

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confirmations, which Rohleder had signed, showing that same debt owing in full as of 

December 31, 2020. 

169. Bilzerian, Dowdall, and Rohleder each knew, or were each reckless in not 

knowing, that as of December 31, 2020, International Investments had not reduced any of the 

debt owed by Ignite in exchange for Ignite product. 

V. Ignite issues fraudulent audited financial statements. 

170. On April 30, 2021, Ignite issued its audited financial statements for the year 

ended December 31, 2020.  

171. The statements were filed with the Ontario Securities Commission. 

172. Ignite reported total sales revenue of almost CAD $17 million (USD $13 million) 

in 2020. 

173. A note to the financial statements titled “Related Party Transactions” falsely 

stated that International Investments “made purchases of product from Ignite of [CAD] 

$5,878,244 [about USD $4.6 million] in 2020.”  

174. According to that same note, International Investments “was considered a related 

party by virtue of the appointment of [Individual 3] to its board of directors in July 2020.” 

175. While two notes to the financial statements disclosed that debt owed to 

International Investments was reduced, nothing in the financial statements disclosed that the 

purported “purchases” by International Investments were paid for by that debt reduction, or that 

International Investments had provided financing for Ignite to buy the inventory which Ignite 

then “sold” to International Investments. 

176. With its financial statements, Ignite also filed a Certification of Annual Filings 

signed by Dowdall as Ignite’s CFO, which certified that he had reviewed the annual filings, and 

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that “[b]ased on [his] knowledge” and “having exercised reasonable diligence,” the filings 

contained no material misrepresentations or omissions, and fairly presented the financial 

performance of the issuer. 

177. The audited financial statements are false and materially misleading. 

178. Dowdall was a maker of the Certification of Annual Filings. 

179. International Investments did not “ma[k]e purchases of product from Ignite of 

[CAD] $5,878,244 [about USD $4.6 million] in 2020.” 

180. Because the product was never sold to Company 1 in 2020 and International 

Investments did not buy the product in 2020, the audited financial statements overstate Ignite’s 

2020 revenue by CAD $5,878,244, or about 35 percent. 

181. The overstatement of annual revenue is material.  

182. The audited financial statements are also materially misleading because they 

imply that International Investments is a related party only because of Individual 3 when, in fact, 

Ignite and International Investments are related parties because of Bilzerian’s control over both 

entities. 

183. Dowdall knew or was reckless is not knowing that International Investments did 

not buy CAD $5,878,244 of Ignite product in 2020.  

184. Dowdall knew or was reckless is not knowing that the audited financial 

statements overstated Ignite’s revenue. 

185. Dowdall knew or was reckless in not knowing that Bilzerian controlled Ignite. 

186. Dowdall knew or was reckless in not knowing that Bilzerian controlled 

International Investments. 

187. As Ignite’s CFO, Dowdall’s scienter is imputed to Ignite. 

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VI. Accell issues a false audit report. 

188. Ignite’s 2020 financial statements also contain an “Independent Auditor’s 

Report,” signed by Accell. 

189. The audit report states: “In our opinion, these consolidated financial statements 

present fairly, in all material respects, the financial position of the company as at [sic] December 

31, 2020.” The report also stated that the audit had been conducted “in accordance with 

Canadian generally accepted auditing standards.” 

190. Hiestand was a maker of the statements in the audit report. 

191. Because Hiestand knew or was reckless in not knowing that the International 

Investments transaction occurred in 2021 and that there was no basis for recognizing the revenue 

from that transaction in 2020, he did not actually hold the opinion that the financial statements 

fairly presented the financial position of Ignite as of December 31, 2020.  

192. The stated opinion that the financial statements fairly presented the financial 

position of Ignite as of December 31, 2020, was misleading in that the opinion lacked a factual 

basis in the financial statements because at least CAD $5,878,244 of reported 2020 revenue was 

fraudulent and based on transactions not entered until 2021. 

193. A reasonable investor would consider it important that an auditor did not actually 

hold the opinion that audited financial statements fairly presented the financial position of the 

audited company for the audit period. 

194. A reasonable investor would consider it important that an unqualified audit 

opinion for a company’s financial statements lacked a factual basis for about 35 percent of the 

company’s reported revenue during the reporting period. 

195. The sale to International Investments was a significant and unusual transaction, 

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purportedly occurring on the final day of the reporting period. 

196. Hiestand explicitly identified the sale, along with management override and 

revenue recognition, as significant risks to its audit. 

197. Even so, Hiestand failed to: 

a. question or corroborate management’s representations about the transaction, 

including corroborating the existence of the original sales to Company 1; 

b. appropriately evaluate other contradictory evidence or investigate 

inconsistencies, such as the changing amounts in Company 1’s AR 

confirmations, or the failure to move the product out of the Ignite-owned side 

of the warehouse until 2021; 

c. obtain adequate support for the unusual year-end journal entries reversing the 

sales to Company 1; or 

d. evaluate the lack of a business rationale for International Investment’s 

purported purchase. 

198. Hiestand knew or was reckless in not knowing that Accell had violated multiple 

provisions of Canadian Auditing Standards, including by failing to: 

a. obtain sufficient appropriate audit evidence related to, and design and 

implement appropriate responses to, identified risks of material misstatement 

due to fraud; 

b. evaluate unusual relationships for risk of fraud; 

c. investigate unusual entries made at the end of a reporting period; 

d. investigate the business rationale of unusual transactions, including those with 

related parties; 

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e. consider the relevance and reliability of all audit evidence, including evidence 

that contradicts or corroborates assertions made by management; 

f. obtain further evidence if responses to confirmations are not reliable;  

g. maintain professional skepticism throughout the audit; and 

h. document how information identified that is inconsistent with the auditor's 

conclusion regarding a significant matter was addressed. 

199. The representation that the audit was conducted “in accordance with Canadian 

generally accepted auditing standards” was, therefore, false. 

200. A reasonable investor would consider it important to know that an auditor had 

issued an unqualified audit opinion without conducting the audit in accordance with recognized 

audit standards.  

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Ignite, Dowdall, Shaefer) 

201. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 200. 

202. Ignite, Dowdall, and Schaefer, by engaging in the acts and conduct described 

above, directly or indirectly, singly or in concert, in connection with the purchase or sale of a 

security, by the use of means or instrumentalities of interstate commerce, of the mails, or of the 

facilities of a national securities exchange: (i) employed one or more devices, schemes, or 

artifices to defraud; (ii) made one or more untrue statements of a material fact or omitted to state 

a material fact necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; or (iii) engaged in one or more acts, practices, or 

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courses of business which operated or would operate as a fraud or deceit upon other persons. 

203. By engaging in the acts and conduct described above, Ignite, Dowdall, and 

Schaefer, and each of them, violated, and unless restrained and enjoined will continue to violate, 

Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. 

§ 240.10b-5. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and 10b-5(c) Thereunder 

(Bilzerian, Rohleder, International Investments) 

204. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 200. 

205. Bilzerian, Rohleder, and International Investments, by engaging in the acts and 

conduct described above, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of a security, by the use of means or instrumentalities of interstate commerce, of 

the mails, or of the facilities of a national securities exchange: (i) employed one or more devices, 

schemes, or artifices to defraud; (ii) engaged in one or more acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons. 

206. By engaging in the conduct described above, Bilzerian, Rohleder, and 

International Investments, and each of them, violated, and unless restrained and enjoined will 

continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) 

and 10b-5(c) thereunder, 17 C.F.R. §§ 240.10b-5(a), 240.10b-5(c). 

THIRD CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder 

(Accell, Hiestand) 

207. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 200. 

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208. Accell and Hiestand, by engaging in the acts and conduct described above, 

directly or indirectly, singly or in concert, in connection with the purchase or sale of a security, 

by the use of means or instrumentalities of interstate commerce, of the mails, or of the facilities 

of a national securities exchange, made one or more untrue statements of a material fact or 

omitted to state a material fact necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading. 

209. By engaging in the acts and conduct described above, Accell and Hiestand, and 

each of them, violated, and unless restrained and enjoined will continue to violate, Section 10(b) 

of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. § 240.10b-

5(b). 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Bilzerian, Rohleder, International Investments, Accell, Hiestand) 
 

210. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 200. 

211. For the reasons set forth in paragraphs 1 through 203, Ignite, directly or indirectly, 

singly or in concert, in connection with the purchase or sale of a security, by the use of means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

exchange: (i) employed one or more devices, schemes, or artifices to defraud; (ii) made one or 

more untrue statements of a material fact or omitted to state a material fact necessary in order to 

make the statements made, in the light of the circumstances under which they were made, not 

misleading; or (iii) engaged in one or more acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon other persons. 

212. For the reasons set forth in paragraphs 1 through 203, Ignite violated Section 

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10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. 

§ 240.10b-5. 

213. By engaging in the acts and conduct described in paragraphs 1 through 206, 

Bilzerian, Rohleder, International Investments, Accell, and Hiestand knowingly or recklessly 

provided substantial assistance to Ignite with respect to its violations of Exchange Act Section 

10(b), 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

214. Because of the foregoing, Bilzerian, Rohleder, International Investments, Accell, 

and Hiestand are each liable under Exchange Act Section 20(e), 15 U.S.C. § 78t(e), for aiding 

and abetting Ignite’s violations of Exchange Act Section 10(b), 15 U.S.C. § 78j(b), and Rule 

10b-5 thereunder, 17 C.F.R. § 240.10b-5, and, unless enjoined, Bilzerian, Rohleder, International 

Investments, Accell, and Hiestand will each again aid and abet these violations. 

FIFTH CLAIM FOR RELIEF 
Control Person Liability Under Section 20(a) of the Exchange Act 

(Bilzerian) 
 

215. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 200. 

216. For the reasons set forth in paragraphs 1 through 203, Ignite, directly or indirectly, 

singly or in concert, in connection with the purchase or sale of a security, by the use of means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

exchange: (i) employed one or more devices, schemes, or artifices to defraud; (ii) made one or 

more untrue statements of a material fact or omitted to state a material fact necessary in order to 

make the statements made, in the light of the circumstances under which they were made, not 

misleading; or (iii) engaged in one or more acts, practices, or courses of business which operated 

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or would operate as a fraud or deceit upon other persons. 

217. For the reasons set forth in paragraphs 1 through 203, Ignite violated Section 

10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. 

§ 240.10b-5. 

218. At all relevant times during the conduct alleged in this Complaint, Bilzerian 

participated in, and exercised control over, the operation of Ignite, and possessed the power and 

ability to control the acts constituting Ignite’s violations of Section 10(b) of the Exchange Act, 

15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

219. Bilzerian was a culpable participant in Ignite’s violations of Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

220. Because of the foregoing, Bilzerian, under Section 20(a) of the Exchange Act, 15 

U.S.C. § 78t(a), is jointly and severally liable with, and to the same extent as Ignite for its 

violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 

17 C.F.R. § 240.10b-5. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment: 

I. 

Permanently enjoining Ignite, Dowdall, Schaefer, and their agents, servants, employees, 

and attorneys, and those persons in active concert or participation with any of them from 

violating Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 

17 C.F.R. § 240.10b-5; 

II. 

Permanently enjoining Bilzerian, Rohleder, International Investments, and their agents, 

servants, employees, and attorneys, and those persons in active concert or participation with 

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them from violating Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) 

and (c) thereunder, 17 C.F.R. §§ 240.10b-5(a) and (c), and from aiding and abetting any 

violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 

17 C.F.R. § 240.10b-5; 

III. 

Permanently enjoining Bilzerian and his agents, servants, employees, and attorneys, and 

those persons in active concert or participation with him from acting as a control person of a 

person who violates Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5 

thereunder, 17 C.F.R. § 240.10b-5 

IV. 

Permanently enjoining Accell and Hiestand, and their agents, servants, employees, and 

attorneys, and those persons in active concert or participation with them from violating Section 

10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. 

§§ 240.10b-5(b), and from aiding and abetting any violations of Section 10(b) of the Exchange 

Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5; 

V. 

Ordering Defendants to pay civil penalties under Section 21(d)(3) of the Exchange Act, 

15 U.S.C. § 78u(d)(3); 

VI. 

Prohibiting, under Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2),  

Bilzerian, Dowdall, Rohleder, and Schaefer from serving as an officer or director of any 

company that has a class of securities registered under Section 12 of the Exchange Act, 

15 U.S.C. § 78l, or that is required to file reports under Section 15(d) of the Exchange Act, 

15 U.S.C. § 78o(d); and 

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VII. 

Ordering any other relief this Court may deem just and proper. 

JURY DEMAND 

 The SEC demands a trial by jury on liability. 

       Respectfully submitted, 

Dated: Los Angeles, California 
September 27, 2024 /s/ Douglas M. Miller   

   
  Charles E. Canter* 
  Douglas M. Miller 
  *Pro hac vice application forthcoming 
   

SECURITIES AND EXCHANGE 
COMMISSION 
Los Angeles Regional Office   

  444 South Flower Street, Ste. 900 
  Los Angeles, CA 90071 
  Telephone: (323) 965-3983 (Canter) 
  [email protected] 
     

Attorneys for Plaintiff 
 
 
Of Counsel 
Patricia Pei 

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