SEC v. Mark Borden, No. 1:24-cv-02621, Eastern District of New York (Apr. 9, 2024) — Complaint

David D’Addio
Nita K. Klunder
Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-4526 (David D’Addio)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
    Plaintiff,
            v.

MARK BORDEN,

                                                Defendant.

Civil Action No. 24-cv-2621 (____)

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against the defendant:
SUMMARY
1. Defendant Mark Borden, an attorney based in Canada, engaged in the business of
being a broker by selling penny stocks on behalf of his customers without either registering with
the Commission as a broker or being associated with a registered broker, as required by U.S.
federal securities laws.
2. Borden’s business included:  (a) taking possession of his customers’ penny
stocks; (b) drafting documents purporting to transfer ownership of those shares to himself or his
law firm and providing those documents to transfer agents; (c) depositing those shares in

2
 
accounts Borden held at various brokerage firms; (d) selling those shares at the direction of his
customers, often coordinating with the timing of his customers’ paid campaigns to promote the
stock in order to encourage retail investors to buy the stock; (e) charging his customers a
commission based on a percentage of the stock sale proceeds; and (f) disbursing stock sale
proceeds to his customers.
3. In 2017, Borden took on Charlie Abujudeh, a resident of California who was
previously charged by the Commission with securities fraud, as a customer.  Due to restrictions
for depositing low liquidity penny stocks with U.S.-based brokerage firms, Abujudeh began
looking for brokerage firms in Canada, most of which required accounts to be opened by a
Canadian citizen.  Over the next five years, Borden took possession of Abujudeh’s stock in
dozens of issuers of stock (often referred to simply as “issuers”), deposited that stock in his
brokerage firm accounts, and sold that stock on behalf of Abujudeh.  For his services, Borden
retained at least eight percent of the stock sale proceeds.  Between May 2018 and April 2021,
Borden sent Abujudeh over $15 million generated from the sale of Abujudeh’s stock.  Abujudeh
was just one of Borden’s customers.
4. By engaging in the conduct alleged herein, Borden violated, and unless restrained
and enjoined will continue to violate, Section 15(a)(1) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. §78o(a)(1)].
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
5. The Commission seeks a permanent injunction against the defendant, enjoining
him from engaging in transactions, acts, practices, and courses of business of the type alleged in
this Complaint, disgorgement of ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest; civil penalties pursuant to Section 21(d)(3) of the

3
 
Exchange Act [15 U.S.C. §78u(d)(3)]; an order barring the defendant from participating in any
offering of a penny stock, pursuant to Section 21(d) of the Exchange Act [15 U.S.C. §78u(d)];
and such other relief as the Court may deem appropriate.
JURISDICTION AND VENUE
6. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), and 78aa].
7. Defendant made use of the mails or means or instrumentalities of interstate
commerce in connection with the acts, practices, transactions, and course of business alleged in
this Complaint.
8. Venue lies in this District pursuant to Section 27 of the Exchange Act [15 U.S.C.
§78aa].  Certain of the acts, practices, transactions and courses of business alleged in this
Complaint occurred within the Eastern District of New York.  For example, several individuals
residing in the Eastern District of New York purchased the stock of TransGlobal Assets, Inc., V
Group, Inc., and Scepter Holdings, Inc. during the time that Borden was selling that stock on
behalf of Abujudeh.
DEFENDANT
9. Mark Borden, age 50, is an attorney licensed to practice law in Canada and a
resident of Thornhill, Ontario, Canada.
RELATED INDIVIDUALS AND ENTITIES
10. Charlie Abujudeh, age 50, is California resident.  The Commission charged
Abujudeh for his role in the fraudulent sale of Scepter stock, among others, including the stock
of Odyssey Group International, Inc.  See SEC v. Charlie Abujudeh, 21-cv-04110-PKC
(E.D.N.Y. 2021).  A judgment was entered against Abujudeh on January 20, 2023, after he

4
 
consented to the entry of a judgment.  In a parallel criminal case, Abujudeh pleaded guilty to one
count of conspiracy to commit securities fraud in violation of 18 U.S.C. §371 for his role in the
promotion and sale of Odyssey Group International, Inc. stock.  See United States v. Charlie
Zaki Abujudeh, 22-cr-00161 (E.D.N.Y. 2022).
11. Scepter Holdings, Inc. (“Scepter”) describes itself as managing “the sales and
brand development of high-performance consumer packaged goods.”  Scepter (Ticker:  BRZL)
trades on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive offices in
Las Vegas, Nevada.
12. V Group, Inc. describes itself as “a manufacturer of consumer beverage
products.”  V Group (Ticker:  VGID) trades on OTC Link.  V Group was incorporated in 2014 in
Oklahoma, and has its principal executive office in Carlsbad, California.
13. TransGlobal Assets, Inc. (“Transglobal”) described itself as “a self-sustaining
Hemp Ranch” during the period of the conduct alleged herein.  TransGlobal (Ticker:  TMSH)
trades on OTC Link.  TransGlobal was incorporated in 2007 in Nevada and was redomiciled to
Wyoming in 2013, and has its principal executive office in Cheyenne, Wyoming.
14. Vivakor, Inc. described itself as “a socially responsible operator, acquirer and
developer of clean energy technologies and environmental solutions.”  Vivakor (Ticker:  VIVK)
trades on OTC Link.  Vivakor was incorporated in Nevada, and has its principal executive office
in Salt Lake City, Utah.
FACTS
I. Borden Acted as an Unregistered Broker for Abujudeh and Others.
15. Abujudeh accumulated and sold numerous penny stocks, often while paying to
promote that stock to retail investors.  Stock promotion campaigns are typically designed to

5
 
encourage retail investors to buy a stock, often for the purpose of increasing or maintain the
stock price or volume of trading in the stock, and they are sometimes used by parties like
Abujudeh as part of a scheme to fraudulently sell stock.
16. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule
3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most
stocks that do not trade on a national securities exchange, that trade under $5 per share, and
whose issuers do not meet certain thresholds of tangible assets or revenue.
17. At all times relevant to this Complaint, the securities of Scepter, V Group,
Transglobal, and Vivakor were penny stocks.
18. At some point in 2016, the U.S. brokerage firm Abujudeh had been using to
deposit and sell his penny stocks stopped accepting deposits.  Abujudeh identified a firm in
Canada (“Canadian Firm 1”) that would deposit his stock, but only if his account was opened in
the name of a Canadian citizen.
19. Canadian Firm 1 recommended that Abujudeh retain Borden for this purpose,
noting that it had successfully referred others to Borden for the same purpose.  Abujudeh
followed Canadian Firm 1’s recommendation and by 2017, retained Borden to serve as his
broker.
20. Borden and Abujudeh discussed the services Borden would provide, including:
(a) taking possession and nominal ownership of his Abujudeh’s penny stocks; (b) drafting and
executing documents purporting to transfer ownership of those shares to Borden or his law firm;
(c) depositing those shares in accounts Borden held at various brokerage firms; (d) selling
Abujudeh’s stock at Abujudeh’s direction, and in coordination with the timing of Abujudeh’s
campaigns to promote the stock; (e) charging Abujudeh a commission based on a percentage of

6
 
the stock sale proceeds; and (f) disbursing stock sale proceeds to Abujudeh.  Abujudeh and
Borden negotiated Borden’s commission, which ranged from 8% to 16% of the stock sale
proceeds, depending on the security.
21. In order to transfer the stock to Borden, Abujudeh and Borden executed stock
purchase agreements or stock assignments for each security.  Abujudeh transferred his stock
either to Borden individually, or to Borden’s law firm, Borden Family Lawyers—a distinction
that made little difference to Borden.  As Borden explained to Abujudeh in an email about one
issuer, “I put [the stock] in my firm name as it is easier to have money deposited and cleared that
way but you can change it to my personal name if you want.”
22. Notwithstanding these arrangements, which brokerage firms required for Borden
to deposit and sell the shares, Borden and Abujudeh understood from the start of their
relationship that Abujudeh remained, at all times, the beneficial owner of the stock.  After selling
Abujudeh’s stock for him, Borden transmitted the stock sale proceeds back to Abujudeh, less
fees and Borden’s commission.
23. Moreover, Borden entered written agreements with Abujudeh expressly
identifying Abujudeh (or one of the entities Abujudeh controlled) as the “Beneficial Owner” of
Abujudeh’s stock, despite the fact that the shares would be “vested in the name of Mark
Borden.”  The agreements also described the specific commission Borden charged for selling
Abujudeh’s stock.
24. Various other aspects of Borden’s business were also memorialized in written
agreements with his customers.  In one document titled “Assignment/Commission Agreement,”
for example, Abujudeh and Borden agreed that once the subject “shares are assigned and
transferred to Borden Family Lawyers[,] they will be deposited to the credit of the trading

7
 
account of Borden Family Lawyers and thereafter sold on the open market.  The net proceeds of
sale of all of the shares of each company shall be paid and transferred to [Abujudeh] after
Borden Family Lawyers has retained a commission in the total amount of 8% on all sales.”
Borden entered similar types of agreements with other customers.
25. Borden and Abujudeh stayed in frequent contact via phone, email, and the
encrypted messaging app Telegram regarding Abujudeh’s stock and Borden’s efforts to deposit
and sell it on Abujudeh’s behalf.
26. Borden opened accounts at multiple brokerage firms in order to serve Abujudeh
and his other customers.  For example, in or around the fall of 2017, Canadian Firm 1 no longer
accepted deposits of stock.  As a result, Borden opened an account at a second Canadian
brokerage firm (“Canadian Firm 2”).  Borden also opened at least one more account in June 2020
at another Canadian brokerage firm (“Canadian Firm 3”) for the purpose of depositing and
selling the stock of Abujudeh and Borden’s other customers.
 
II. Borden Deposited and Sold Millions of Dollars of Stock for His Customers.
27. Between May 2018 and April 2021, Borden sent Abujudeh over $15 million
generated from selling Abujudeh’s penny stocks from his three brokerage accounts.  Those stock
sales included:
a. Nearly half a billion shares of V Group Inc., which Borden sold for more
than $1.3 million in just over one month.  V Group stock was the subject
of a paid promotional campaign at the time of Borden’s sales; and
b. More than 65 million shares of Scepter, which Borden sold for $344,395
in less than a month.  Scepter stock was the subject of a paid promotional
campaign at the time of Boden’s sales.

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28. Borden’s unregistered broker business was substantial.  In a 6-month period from
November 2020 to April 2021, for example, Borden sold from just one of his brokerage accounts
more than 8 billion shares of stock from 26 different issuers on behalf of his customers,
generating approximately $15.5 million dollars in proceeds.
29. As noted, Borden sold stock on behalf of multiple customers in addition to
Abujudeh.  From December 2019 through January 2020, for example, Borden used accounts at
Canadian Firm 1 and Canadian Firm 2 to obtain, deposit, and sell at least three million shares of
Vivakor Inc. for another customers (“Customer #2”).  These sales generated at least $700,000 in
proceeds before commission and fees.
30. In March of 2021, another Customer (“Customer #3”), directed Borden, through
Abujudeh, to sell 20 million of shares of Transglobal.  Borden sold Customer #3’s shares and
sent via wire approximately $200,000 in stock sale proceeds (having deducted his commission
and fees) to Customer #3.  Transglobal stock was the subject of a paid promotional campaign at
this time.
III. Borden’s Unlawful Activity Caused Investor Harm.
31. Borden understood in many cases the stock he was selling on behalf of Abujudeh
was being sold into the demand created by stock promotional campaigns paid for by Abujudeh.
The two coordinated the timing of Borden’s sales to coincide with the stock promotional activity
paid for by Abujudeh.
32. Abujudeh instructed Borden to sell as much stock as he could without negatively
impacting the price—generally about twenty to thirty percent of the market volume.
33. The stock promotional campaigns Abujudeh sponsored were part of an ongoing
scheme in which Abujudeh hired stock promoters to promote his penny stocks to retail investors

9
 
without disclosing that Abujudeh controlled most of the shares of these issuers that were
deposited with brokerage firms and available for trading (the stock “float”); that he was paying
for the promotions; or that he intended to sell his shares into the demand generated by the
promotions.
34. Abujudeh sponsored stock promotional campaigns for Scepter, Transglobal, and
V Group which artificially inflated the price of each stock during the time Borden sold shares of
these issuers on behalf of Abujudeh and others.  Borden’s sale of Scepter, TransGlobal, and V
Group stock accordingly resulted in investor harm.
35. Borden was also aware that other Customers were directing him to sell shares on
their behalf during paid promotional campaigns.
CLAIM FOR RELIEF
ACTING AS AN UNREGISTERED BROKER
(Violation of Section 15(a)(1))

36. Paragraphs 1 through 35 above are re-alleged and incorporated by reference as if
fully set forth herein.
37. By engaging in the conduct alleged above, Borden acted as a broker within the
meaning of Section 3(a)(4) of the Exchange Act [15 U.S.C. §78c(4)], and made use of the mails
or any means or instrumentality of interstate commerce to effect transactions in, or to induce or
attempt to induce the purchase or sale of, securities.
38. With respect to the securities transactions at issue, Borden was not registered
with, or an associated person of a firm registered with, the Commission.
39. Borden did not qualify for an exemption from the registration requirements.
40. By reason of the foregoing, Borden violated, and unless enjoined will continue to
violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)].

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PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Permanently restrain Defendant, his officers, agents, servants, employees and
attorneys, and those persons in active concert or participation with him who receive actual notice
of the injunction by personal service or otherwise, from violating Section 15(a) of the Exchange
Act [15 U.S.C. § 78o(a)].
B. Order the Defendant to disgorge, with prejudgment interest, all ill-gotten gains
obtained by reason of the unlawful conduct alleged in this Complaint;
C. Order the Defendant to pay civil monetary penalties pursuant to Section 21(d)(3)
of the Exchange Act [15 U.S.C. § 78u(d)(3)];
D. Enter an order barring the Defendant from participating in any offering of a penny
stock, pursuant to 21(d) of the Exchange Act [15 U.S.C. § 78u(d)];
E. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
F. Grant such other and further relief as this Court may deem just and proper.

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JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.

DATED this 8
th
 day of April, 2024.

                                                                        Respectfully            submitted,
/s/ David D’Addio________
David D’Addio
Nita K. Klunder

Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-4526 (D’Addio)

David D’Addio  
Nita K. Klunder  
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-4526 (David D’Addio) 

 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
    Plaintiff, 
 v. 
 
 
MARK BORDEN, 
 
    Defendant. 
 

 
 

Civil Action No. 24-cv-2621 (____) 
 

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the 

following against the defendant: 

SUMMARY  

1. Defendant Mark Borden, an attorney based in Canada, engaged in the business of 

being a broker by selling penny stocks on behalf of his customers without either registering with 

the Commission as a broker or being associated with a registered broker, as required by U.S. 

federal securities laws.  

2. Borden’s business included:  (a) taking possession of his customers’ penny 

stocks; (b) drafting documents purporting to transfer ownership of those shares to himself or his 

law firm and providing those documents to transfer agents; (c) depositing those shares in 

Case 1:24-cv-02621   Document 1   Filed 04/08/24   Page 1 of 11 PageID #: 1



2 
 

accounts Borden held at various brokerage firms; (d) selling those shares at the direction of his 

customers, often coordinating with the timing of his customers’ paid campaigns to promote the 

stock in order to encourage retail investors to buy the stock; (e) charging his customers a 

commission based on a percentage of the stock sale proceeds; and (f) disbursing stock sale 

proceeds to his customers.   

3. In 2017, Borden took on Charlie Abujudeh, a resident of California who was 

previously charged by the Commission with securities fraud, as a customer.  Due to restrictions 

for depositing low liquidity penny stocks with U.S.-based brokerage firms, Abujudeh began 

looking for brokerage firms in Canada, most of which required accounts to be opened by a 

Canadian citizen.  Over the next five years, Borden took possession of Abujudeh’s stock in 

dozens of issuers of stock (often referred to simply as “issuers”), deposited that stock in his 

brokerage firm accounts, and sold that stock on behalf of Abujudeh.  For his services, Borden 

retained at least eight percent of the stock sale proceeds.  Between May 2018 and April 2021, 

Borden sent Abujudeh over $15 million generated from the sale of Abujudeh’s stock.  Abujudeh 

was just one of Borden’s customers.   

4. By engaging in the conduct alleged herein, Borden violated, and unless restrained 

and enjoined will continue to violate, Section 15(a)(1) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. §78o(a)(1)].   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

5. The Commission seeks a permanent injunction against the defendant, enjoining 

him from engaging in transactions, acts, practices, and courses of business of the type alleged in 

this Complaint, disgorgement of ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest; civil penalties pursuant to Section 21(d)(3) of the 

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Exchange Act [15 U.S.C. §78u(d)(3)]; an order barring the defendant from participating in any 

offering of a penny stock, pursuant to Section 21(d) of the Exchange Act [15 U.S.C. §78u(d)]; 

and such other relief as the Court may deem appropriate. 

JURISDICTION AND VENUE 

6. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 

27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), and 78aa]. 

7. Defendant made use of the mails or means or instrumentalities of interstate 

commerce in connection with the acts, practices, transactions, and course of business alleged in 

this Complaint.   

8. Venue lies in this District pursuant to Section 27 of the Exchange Act [15 U.S.C. 

§78aa].  Certain of the acts, practices, transactions and courses of business alleged in this 

Complaint occurred within the Eastern District of New York.  For example, several individuals 

residing in the Eastern District of New York purchased the stock of TransGlobal Assets, Inc., V 

Group, Inc., and Scepter Holdings, Inc. during the time that Borden was selling that stock on 

behalf of Abujudeh.  

DEFENDANT 

9. Mark Borden, age 50, is an attorney licensed to practice law in Canada and a 

resident of Thornhill, Ontario, Canada.   

RELATED INDIVIDUALS AND ENTITIES 

10. Charlie Abujudeh, age 50, is California resident.  The Commission charged 

Abujudeh for his role in the fraudulent sale of Scepter stock, among others, including the stock 

of Odyssey Group International, Inc.  See SEC v. Charlie Abujudeh, 21-cv-04110-PKC 

(E.D.N.Y. 2021).  A judgment was entered against Abujudeh on January 20, 2023, after he 

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consented to the entry of a judgment.  In a parallel criminal case, Abujudeh pleaded guilty to one 

count of conspiracy to commit securities fraud in violation of 18 U.S.C. §371 for his role in the 

promotion and sale of Odyssey Group International, Inc. stock.  See United States v. Charlie 

Zaki Abujudeh, 22-cr-00161 (E.D.N.Y. 2022). 

11. Scepter Holdings, Inc. (“Scepter”) describes itself as managing “the sales and 

brand development of high-performance consumer packaged goods.”  Scepter (Ticker:  BRZL) 

trades on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive offices in 

Las Vegas, Nevada. 

12. V Group, Inc. describes itself as “a manufacturer of consumer beverage 

products.”  V Group (Ticker:  VGID) trades on OTC Link.  V Group was incorporated in 2014 in 

Oklahoma, and has its principal executive office in Carlsbad, California. 

13. TransGlobal Assets, Inc. (“Transglobal”) described itself as “a self-sustaining 

Hemp Ranch” during the period of the conduct alleged herein.  TransGlobal (Ticker:  TMSH) 

trades on OTC Link.  TransGlobal was incorporated in 2007 in Nevada and was redomiciled to 

Wyoming in 2013, and has its principal executive office in Cheyenne, Wyoming. 

14. Vivakor, Inc. described itself as “a socially responsible operator, acquirer and 

developer of clean energy technologies and environmental solutions.”  Vivakor (Ticker:  VIVK) 

trades on OTC Link.  Vivakor was incorporated in Nevada, and has its principal executive office 

in Salt Lake City, Utah. 

FACTS 

I. Borden Acted as an Unregistered Broker for Abujudeh and Others. 

15. Abujudeh accumulated and sold numerous penny stocks, often while paying to 

promote that stock to retail investors.  Stock promotion campaigns are typically designed to 

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5 
 

encourage retail investors to buy a stock, often for the purpose of increasing or maintain the 

stock price or volume of trading in the stock, and they are sometimes used by parties like 

Abujudeh as part of a scheme to fraudulently sell stock.  

16. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule 

3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most 

stocks that do not trade on a national securities exchange, that trade under $5 per share, and 

whose issuers do not meet certain thresholds of tangible assets or revenue.  

17. At all times relevant to this Complaint, the securities of Scepter, V Group, 

Transglobal, and Vivakor were penny stocks. 

18. At some point in 2016, the U.S. brokerage firm Abujudeh had been using to 

deposit and sell his penny stocks stopped accepting deposits.  Abujudeh identified a firm in 

Canada (“Canadian Firm 1”) that would deposit his stock, but only if his account was opened in 

the name of a Canadian citizen.   

19. Canadian Firm 1 recommended that Abujudeh retain Borden for this purpose, 

noting that it had successfully referred others to Borden for the same purpose.  Abujudeh 

followed Canadian Firm 1’s recommendation and by 2017, retained Borden to serve as his 

broker.   

20. Borden and Abujudeh discussed the services Borden would provide, including:  

(a) taking possession and nominal ownership of his Abujudeh’s penny stocks; (b) drafting and 

executing documents purporting to transfer ownership of those shares to Borden or his law firm; 

(c) depositing those shares in accounts Borden held at various brokerage firms; (d) selling 

Abujudeh’s stock at Abujudeh’s direction, and in coordination with the timing of Abujudeh’s 

campaigns to promote the stock; (e) charging Abujudeh a commission based on a percentage of 

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the stock sale proceeds; and (f) disbursing stock sale proceeds to Abujudeh.  Abujudeh and 

Borden negotiated Borden’s commission, which ranged from 8% to 16% of the stock sale 

proceeds, depending on the security.   

21. In order to transfer the stock to Borden, Abujudeh and Borden executed stock 

purchase agreements or stock assignments for each security.  Abujudeh transferred his stock 

either to Borden individually, or to Borden’s law firm, Borden Family Lawyers—a distinction 

that made little difference to Borden.  As Borden explained to Abujudeh in an email about one 

issuer, “I put [the stock] in my firm name as it is easier to have money deposited and cleared that 

way but you can change it to my personal name if you want.”  

22. Notwithstanding these arrangements, which brokerage firms required for Borden 

to deposit and sell the shares, Borden and Abujudeh understood from the start of their 

relationship that Abujudeh remained, at all times, the beneficial owner of the stock.  After selling 

Abujudeh’s stock for him, Borden transmitted the stock sale proceeds back to Abujudeh, less 

fees and Borden’s commission.   

23. Moreover, Borden entered written agreements with Abujudeh expressly 

identifying Abujudeh (or one of the entities Abujudeh controlled) as the “Beneficial Owner” of 

Abujudeh’s stock, despite the fact that the shares would be “vested in the name of Mark 

Borden.”  The agreements also described the specific commission Borden charged for selling 

Abujudeh’s stock.   

24. Various other aspects of Borden’s business were also memorialized in written 

agreements with his customers.  In one document titled “Assignment/Commission Agreement,” 

for example, Abujudeh and Borden agreed that once the subject “shares are assigned and 

transferred to Borden Family Lawyers[,] they will be deposited to the credit of the trading 

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account of Borden Family Lawyers and thereafter sold on the open market.  The net proceeds of 

sale of all of the shares of each company shall be paid and transferred to [Abujudeh] after 

Borden Family Lawyers has retained a commission in the total amount of 8% on all sales.”  

Borden entered similar types of agreements with other customers.   

25. Borden and Abujudeh stayed in frequent contact via phone, email, and the 

encrypted messaging app Telegram regarding Abujudeh’s stock and Borden’s efforts to deposit 

and sell it on Abujudeh’s behalf.   

26. Borden opened accounts at multiple brokerage firms in order to serve Abujudeh 

and his other customers.  For example, in or around the fall of 2017, Canadian Firm 1 no longer 

accepted deposits of stock.  As a result, Borden opened an account at a second Canadian 

brokerage firm (“Canadian Firm 2”).  Borden also opened at least one more account in June 2020 

at another Canadian brokerage firm (“Canadian Firm 3”) for the purpose of depositing and 

selling the stock of Abujudeh and Borden’s other customers.  

II. Borden Deposited and Sold Millions of Dollars of Stock for His Customers.  

27. Between May 2018 and April 2021, Borden sent Abujudeh over $15 million 

generated from selling Abujudeh’s penny stocks from his three brokerage accounts.  Those stock 

sales included:    

a. Nearly half a billion shares of V Group Inc., which Borden sold for more 

than $1.3 million in just over one month.  V Group stock was the subject 

of a paid promotional campaign at the time of Borden’s sales; and  

b. More than 65 million shares of Scepter, which Borden sold for $344,395 

in less than a month.  Scepter stock was the subject of a paid promotional 

campaign at the time of Boden’s sales.   

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28. Borden’s unregistered broker business was substantial.  In a 6-month period from 

November 2020 to April 2021, for example, Borden sold from just one of his brokerage accounts 

more than 8 billion shares of stock from 26 different issuers on behalf of his customers, 

generating approximately $15.5 million dollars in proceeds.   

29. As noted, Borden sold stock on behalf of multiple customers in addition to 

Abujudeh.  From December 2019 through January 2020, for example, Borden used accounts at 

Canadian Firm 1 and Canadian Firm 2 to obtain, deposit, and sell at least three million shares of 

Vivakor Inc. for another customers (“Customer #2”).  These sales generated at least $700,000 in 

proceeds before commission and fees. 

30. In March of 2021, another Customer (“Customer #3”), directed Borden, through 

Abujudeh, to sell 20 million of shares of Transglobal.  Borden sold Customer #3’s shares and 

sent via wire approximately $200,000 in stock sale proceeds (having deducted his commission 

and fees) to Customer #3.  Transglobal stock was the subject of a paid promotional campaign at 

this time.  

III. Borden’s Unlawful Activity Caused Investor Harm.  

31. Borden understood in many cases the stock he was selling on behalf of Abujudeh 

was being sold into the demand created by stock promotional campaigns paid for by Abujudeh.  

The two coordinated the timing of Borden’s sales to coincide with the stock promotional activity 

paid for by Abujudeh.   

32. Abujudeh instructed Borden to sell as much stock as he could without negatively 

impacting the price—generally about twenty to thirty percent of the market volume.   

33. The stock promotional campaigns Abujudeh sponsored were part of an ongoing 

scheme in which Abujudeh hired stock promoters to promote his penny stocks to retail investors 

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without disclosing that Abujudeh controlled most of the shares of these issuers that were 

deposited with brokerage firms and available for trading (the stock “float”); that he was paying 

for the promotions; or that he intended to sell his shares into the demand generated by the 

promotions. 

34. Abujudeh sponsored stock promotional campaigns for Scepter, Transglobal, and 

V Group which artificially inflated the price of each stock during the time Borden sold shares of 

these issuers on behalf of Abujudeh and others.  Borden’s sale of Scepter, TransGlobal, and V 

Group stock accordingly resulted in investor harm.   

35. Borden was also aware that other Customers were directing him to sell shares on 

their behalf during paid promotional campaigns.   

CLAIM FOR RELIEF 
ACTING AS AN UNREGISTERED BROKER 

(Violation of Section 15(a)(1)) 
 

36. Paragraphs 1 through 35 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

37. By engaging in the conduct alleged above, Borden acted as a broker within the 

meaning of Section 3(a)(4) of the Exchange Act [15 U.S.C. §78c(4)], and made use of the mails 

or any means or instrumentality of interstate commerce to effect transactions in, or to induce or 

attempt to induce the purchase or sale of, securities. 

38. With respect to the securities transactions at issue, Borden was not registered 

with, or an associated person of a firm registered with, the Commission. 

39. Borden did not qualify for an exemption from the registration requirements.  

40. By reason of the foregoing, Borden violated, and unless enjoined will continue to 

violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)]. 

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Permanently restrain Defendant, his officers, agents, servants, employees and 

attorneys, and those persons in active concert or participation with him who receive actual notice 

of the injunction by personal service or otherwise, from violating Section 15(a) of the Exchange 

Act [15 U.S.C. § 78o(a)]. 

B. Order the Defendant to disgorge, with prejudgment interest, all ill-gotten gains 

obtained by reason of the unlawful conduct alleged in this Complaint; 

C. Order the Defendant to pay civil monetary penalties pursuant to Section 21(d)(3) 

of the Exchange Act [15 U.S.C. § 78u(d)(3)];  

D. Enter an order barring the Defendant from participating in any offering of a penny 

stock, pursuant to 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]; 

E. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

F. Grant such other and further relief as this Court may deem just and proper. 

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JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

 

DATED this 8th day of April, 2024. 

 

      Respectfully submitted, 

/s/ David D’Addio________ 
David D’Addio 
Nita K. Klunder  

 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-4526 (D’Addio) 

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