SEC v. DANIEL CATTLIN; and WILLIAM R. SHUPE, No. 1:21-cv-05294, Southern District of New York (Mar. 27, 2024) — Complaint

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
   Plaintiff,
 v.

DANIEL CATTLIN,
WILLIAM R. SHUPE

   Defendants.

Civil Action No. 21-CV-____
(___)

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against defendants Daniel Cattlin (“Cattlin”) and William R. Shupe (“Shupe” and
together “Defendants”):
SUMMARY
1. This is a securities fraud enforcement action.  Between 2016 and 2019, Cattlin
and Shupe schemed with a group including two other individuals, Timothy and Trevor Page (the
“Pages”), fraudulently to acquire and sell the stock of various publicly traded companies.  The
Commission charged the Pages (and others) today in a separate Complaint with engaging in
securities fraud.  SEC v. Page, et al., 21-cv-5292-ENF (E.D.N.Y. Sept. 23, 2021).  Defendants’
and the Pages’ fraudulent conduct generally worked as follows:
a. The Pages secretly obtained  control over publicly traded companies by acquiring,
through various nominee shareholders—including a shareholder that was
controlled, on paper, by Shupe—a significant percentage of those companies’
publicly traded stocks;

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b. The Pages controlled the operations of those companies through Shupe, who
served as an officer and director of one company and the majority shareholder of
others, and through Cattlin, who the Pages installed as the Chief Executive
Officer (“CEO”) of two companies.  Shupe and Cattlin acted at the Pages’ behest
to cause the companies to take various actions for the Pages’ benefit, including:
issuing shares to nominee entities that the Pages controlled; effecting stock splits
and other transactions to consolidate and conceal the Pages’ control of
outstanding shares; and issuing company press releases in coordination with
promotional campaigns that the Pages financed to drive demand for the stock that
the Pages were surreptitiously selling through nominee entities.  Shupe and
Cattlin thus enabled the Pages to conceal their control of the companies and to
conceal the Pages’ dumping of shares through nominee entities.
c. The Pages dumped their stock into the market and disguised their actions by
selling through various nominee entities.  Their sales yielded millions of dollars in
illegal stock sale proceeds.  The Pages funneled a portion of these proceeds to
Cattlin and to Shupe’s business, including by passing funds through entities that
Cattlin and Shupe controlled.
The details of the schemes are set forth below.
2. Starting at least by the middle of 2016 and continuing through at least November
2019, Shupe and others schemed fraudulently to sell the stock of EnviroTechnologies
International, Inc. (“EnviroTech”),  BioHemp International, Inc. (“BioHemp”) and Cyberfort
Software Inc. (“Cyberfort”), to investors in the public United States securities markets.  Cattlin

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was involved in the schemes relating to BioHemp and Cyberfort and his involvement lasted from
no later than 2017 through at least July 2020.
3. Cattlin and Shupe were the “inside men” at these companies.  They defrauded
investors by serving as fronts to help the Pages and their associates conceal their control over
these companies.  In furtherance of the scheme, Shupe served as an officer and director of
EnviroTech and as the majority shareholder of BioHemp and Cyberfort, thus enabling the Pages
and other associates to disguise the fact that the P ages actually controlled both companies.   In
furtherance of the scheme, Cattlin served as the CEO of both BioHemp and Cyberfort and helped
the Pages hide the fact that they controlled those companies.
4. The Pages’ control over EnviroTech, BioHemp, and Cyberfort meant that they
were legally prohibited from selling stock to investors in the public securities markets unless the
Pages registered those sales or otherwise complied with federal securities laws that strictly limit
sales by persons who control corporations with publicly traded stock.  They did not.  Instead, the
Pages disguised their control over EnviroTech, BioHemp, and Cyberfort by holding their
securities through a network of nominee companies.  Shupe and Cattlin concealed the Pages’
ownership and funding of EnviroTech, BioHemp, and Cyberfort and caused those companies to
take official acts to further the Pages’ efforts to profit by dumping their stock into the market.
5. To help the Pages conceal their illegal securities trading, Shupe maintained bank
accounts in the names of three corporate entities that he controlled.  Shupe permitted the Pages to
send funds into those accounts and then direct the distribution of funds out of these accounts.  By
allowing the Pages to use his companies’ accounts in this way, Shupe helped the Pages conceal
their use of the proceeds from their fraudulent scheme.

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6. In exchange for Shupe’s efforts, the Pages provided financing of least $188,000 to
EnviroTech, which owned certain technology that Shupe wanted to develop.  Shupe knew, or
was reckless or negligent in not knowing, that much, if not all, of this financing was derived
from the Pages’ illegal sale of stock.
7. In addition to operating Cyberfort and BioHemp on the Pages’ behalf and
facilitating the Pages’ illegal sales of stock, Cattlin coordinated with the Pages to provide false
and misleading information in response to Commission investigative subpoenas or questions
related to BioHemp.  Further, when interviewed by Commission staff in June 2020, about his
role as Cyberfort’s chief executive officer, Cattlin provided false and misleading answers
designed to, among other things, disguise the Pages’ involvement in the company.
8. For his efforts, the Pages paid Cattlin a total of over one hundred thousand dollars
on various dates during 2017 through 2020, some of which was derived from the Pages’ illegal
sale of stock.
VIOLATIONS
9. As a result of the conduct alleged herein, Cattlin and Shupe violated, and unless
restrained and enjoined will continue to violate, Sections 17(a)(1), and 17(a)(3) of the Securities
Act of 1933 (“Securities Act”) [15 U.S.C. §77q(1), (3)], and Section 10(b) of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c)
thereunder [17 C.F.R. §240.10b-5(a), (c)].  Cattlin and Shupe also aided and abetted, and unless
restrained and enjoined will continue to aid and abet, the Pages’ violations of Sections 17(a)(1),
and 17(a)(3) of the Securities Act, and Section 10(b) of the Exchange Act and Rules 10b-5(a)
and (c) thereunder.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT

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10. The Commission seeks a permanent injunction against Cattlin and Shupe,
enjoining them from engaging in the transactions, acts, practices, and courses of business alleged
in this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest, pursuant to Section 21(d)(7) of the Exchange Act
[15 U.S.C. §78u(d)(7)], civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C.
§77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; an order barring
Cattlin and Shupe from participating in any offering of a penny stock, pursuant to Section 20(g)
of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21(d) of the Exchange Act [15 U.S.C.
§78u(d)]; an order barring Cattlin and Shupe from serving as officers and directors of a public
company pursuant to pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)] and
Section 21(d)(2) of the Exchange Act [15 U.S.C. §78u(d)(2)]; and such other relief as the Court
may deem appropriate.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. §77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§78u(d), 78u(e), and 78aa].
12. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and 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, and were effected, directly or indirectly, by making use of means
or instrumentalities of transportation or communication in interstate commerce, or the mails.  For
example, during the period described in this Complaint, individuals who reside in the Eastern
District of New York purchased the stock of EnviroTech and BioHemp.

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DEFENDANTS
13. Daniel Cattlin, age 33, is a citizen and resident of the United Kingdom.
14. William Shupe, age 66, is a United States citizen and a resident of Lindon, Utah.
He is a disbarred lawyer formerly admitted to the bar of the state of Utah.
RELATED PARTIES
15. EnviroTech currently represents in public filings that it develops and markets
organic products for diverse industries including the cannabis industry.  EnviroTech is a
Delaware corporation that was incorporated in 1996 under the name HIS of Virginia, Inc., later
changed its name to Healthnostics, Inc., and then changed its name to EnviroTech.  EnviroTech
is currently headquartered in Pleasant Grove, Utah.  EnviroTech stock (Ticker: ETII) is quoted
on the OTC Markets (defined below).
16. BioHemp is a Nevada corporation that purportedly has a principal place of
business in New York, New York.  BioHemp was originally incorporated in Nevada in August
2012 as Book It Local Inc., later changed its name to Blake Insomnia Therapeutics, Inc.
(“Blake”), and then changed its name to BioHemp International, Inc.  In August 2013, Book It
Local registered a class of its securities with the Commission under Section 12(g) of the
Exchange Act.  As a result of that registration, the company had an obligation under Section
15(d) of the Exchange Act to file periodic and other reports with the Commission.  During the
time period at issue in this Complaint, BioHemp stock (Ticker: BKIT) was quoted on the OTC
Markets.  The Commission suspended trading in BioHemp stock for 10 days effective July 26,
2019, and on September 1, 2021, the Commission revoked the registration of its shares under the
Exchange Act for failure to comply with its reporting obligations.

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17. Cyberfort is a Nevada corporation, currently headquartered in San Francisco,
California.  Since 2016, Cyberfort has represented in public filings that it is focused on providing
cybersecurity technology.  Cyberfort’s stock (Ticker: CYBF) is quoted on the OTC Markets.
Between April 2013 and April 2020, Cyberfort’s shares were registered with the Commission
under Section 12(g) of the Exchange Act.
BACKGROUND

18. Persons who control companies which have stock that is sold to the public
(“control persons”) are subject to a variety of legal and regulatory requirements.  Such
registration requirements, sale restrictions, and disclosure obligations are safeguards designed to
inform investors about the nature of the stock they are holding or considering buying, and from
whom they would be buying that stock.
19. Before selling stock, control persons are required to: (a) register the stock sales
with the Commission pursuant to Section 5 of the Securities Act [15 U.S.C. §77e]; (b) sell the
stock pursuant to an applicable exemption from registration; or (c) sell the stock pursuant to
conditions set forth in SEC Rule 144 [17 C.F.R. §240.144], including limitations on the amount
of stock a control person can legally sell.  Also, investors in certain public companies are
required publicly to disclose any ownership interest in excess of 5% of the company’s publicly
traded stock.
20. “Restricted stock” includes stock of a company whose shares are traded publicly
(also known as an “issuer”) that has been acquired from an issuer, or an affiliate of an issuer, in a
private transaction that is not registered with the Commission.  In addition, stock held by an
issuer or affiliate of an issuer is restricted stock.  Absent an exemption under the federal
securities laws and rules, restricted stock cannot legally be offered or sold to the public unless a

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securities registration statement has been filed with the Commission (for an offer) or is in effect
(for a sale).  A registration statement contains important information about an issuer’s business
operations, financial condition, results of operations, risk factors, and management.  It also
discloses any person or group who is the beneficial owner of more than 5% of the company’s
securities.
21. An “affiliate” of an issuer is a person or entity that, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such
issuer (i.e., a control person).  “Control” means the power to direct management and policies of
the company in question.  Affiliates include officers, directors and controlling shareholders, as
well as any person who is under “common control” with or has common control of an issuer.  As
used herein, the term “control group” means a group that collectively is an “affiliate” of an
issuer.
22. “Unrestricted stock” is stock that may legally be offered and sold in the public
securities marketplace by a non-affiliate, ordinarily after having previously been subject to a
registration statement filed with the Commission.  Registration statements are transaction
specific, however, and apply to each separate offer and sale as detailed in the registration
statement.  Registration, therefore, does not attach to the security itself, and registration at one
stage for one party does not necessarily suffice to register subsequent offers and sales by the
same or different parties.  Thus, when a control person buys publicly-traded or otherwise
unrestricted shares in a company s/he controls, those shares automatically become subject to the
legal restrictions on sales by an affiliate, which strictly limit the quantity of shares that may be
sold in the public markets absent registration.  Without registration, affiliates are prohibited from
selling large quantities of an issuer’s shares, regardless of how the affiliates obtained those

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shares.
23. A “transfer agent” is a company that, among other things, issues and cancels
certificates of a company’s stock to reflect changes in ownership.  Many companies that have
publicly traded securities use transfer agents to keep track of the individuals and entities that own
their stock.  Transfer agents routinely keep track of whether shares are restricted from resale.
24. Over-the-Counter (“OTC”) Markets, Inc. is a stock quotation service that
facilitates public trading of shares in public companies that are not otherwise listed on national
securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that
do not have an obligation to file reports with the Commission may choose to file public reports
(such as quarterly and annual statements) on the OTC Markets website for investors to review
and consider when making investment decisions.
FACTUAL ALLEGATIONS
ENVIROTECH SCHEME TO DEFRAUD
25. Shupe, the Pages, and their associates schemed illegally to sell the stock of
EnviroTech by, among other things, disguising the Pages’ control of the company and disguising
the Pages’ ownership of shares that they ultimately dumped into the public markets.
26. Shupe has been friendly with Timothy Page for several decades.  He also
developed a relationship with Timothy Page’s son, Trevor Page, in or around 2015.  Shupe
contacted the Pages in 2016 because he wanted their assistance with expanding a company to
develop and sell nontoxic cleaning products that he wanted to commercialize.
27. The Pages introduced Shupe to one of their associates (“Person A”) who
controlled a dormant public shell company named, at the time, Healthnostics Inc.  A public
“shell company” typically has publicly-traded stock, but has no or nominal operations.  The

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Pages and Person A negotiated with Shupe and his business partners to reverse merge their
privately-owned cleaning products company into Healthnostics.  As a consequence of that
transaction, which was effective on July 1, 2016, Healthnostics changed its name to EnviroTech
and its stock trading symbol to ETII.  Healthnostics’ former management resigned and was
replaced by Shupe and his business partners, and the number of outstanding common shares of
EnviroTech was reduced.
28. As a result of his company’s merger into Healthnostics, Shupe became the
Secretary of EnviroTech and later became a member of its Board of Directors, which enabled
him to direct the company to facilitate the Pages’ eventual illegal stock sales.  Shupe and his
business partners, as well as Person A, owned large blocks of restricted EnviroTech stock after
this transaction.  As discussed above, restricted stock cannot be traded in the public stock market.
29. Shupe understood that the merger of his private company with a publicly traded
shell company would benefit him by potentially giving him access to funds to develop and
commercialize the cleaning products he wanted to sell.  Shupe also knew how the Pages would
benefit.  Shupe participated in conversations with the Pages and Person A in 2016 during which
the parties expressed their plan that the Pages and Person A would secretly control EnviroTech’s
unrestricted stock, would tout that stock as a good investment to investors, and would sell it
through nominee companies that the Pages controlled, without disclosing the Pages’ control.
During those discussions, Shupe was informed that he would receive financing for EnviroTech
through the Pages’ sales of EnviroTech stock.
30. Shupe was a former lawyer, a businessman, and an officer of a public company at
the time of these conversations with the Pages and Person A.  He knew, or was reckless or
negligent in not knowing, that the Pages and Person A were affiliates of EnviroTech because

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they had the power to control the company and its stock.  The Pages’ power to control
EnviroTech derived in part from their ability to instruct and direct Shupe, one of EnviroTech’s
directors.
Pages’ Stock Control over EnviroTech
31. Between mid-2016 and May 2017, Shupe assisted the Pages in acquiring, through
various foreign nominee corporations under their control, almost all of EnviroTech’s unrestricted
stock.  As Shupe knew, or recklessly or negligently disregarded, the Pages’ control over almost
all of EnviroTech’s unrestricted stock enabled the Pages to control the market price per share and
volume for the stock when they sold it to unsuspecting investors.
32. Shupe communicated with the Pages and with Person A about EnviroTech in
several ways, including through an encrypted email application (referred to herein as “Encrypted
Email”).  The Pages and Person A used code names when they communicated with Shupe by
Encrypted Email.
33. In September 2016, three foreign entities controlled by the Pages, Red Crane Ltd.
(“Red Crane”), Ticino Capital, Ltd. (“Ticino”) and Car Rus Consulting (“Car Rus”), each
acquired a class of stock that could be converted into EnviroTech common stock (i.e., a type of
stock that can typically be traded in the public securities markets if it is unrestricted).  These
three Page entities all exercised their conversion rights in October 2016, making them the owners
of a total of 30,000,000 common shares of EnviroTech.
34. As a matter of law, because the Pages were control persons of EnviroTech, the
30,000,000 shares held by the Pages were restricted shares.  That is, without registration or an
exemption, the Pages could not sell their shares into the market in bulk and were strictly limited
in the number of shares they could sell.

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35.   In order to fraudulently conceal their control and ownership, the Pages and
Person A set out to divide their common stock among multiple nominee entities, so that each
entity would own less than 5% of EnviroTech’s total outstanding common stock.  As Shupe
knew, or recklessly or negligently disregarded, brokerage firms often applied additional scrutiny
to shareholders owning 5% or more, and the securities laws require disclosure of shareholders
owning 5% or more of some companies.
36. Person A, the Pages and Shupe discussed the need to keep each entity’s
ownership under 5% in order to fraudulently conceal the Pages’ ownership from investors.  As
Shupe knew, or recklessly or negligently disregarded, EnviroTech’s OTC Markets filings
included disclosures that purported to list the company’s “Officers, Directors, and Control
Persons,” with “control persons” defined as “beneficial owners of more than five percent (5%) of
any class of the issuer’s equity securities.”  EnviroTech never disclosed the Pages as “control
persons.”
37. In his role as Secretary and Director of EnviroTech, Shupe assisted the Pages in
transferring EnviroTech shares from their three companies (Red Crane, Ticino and Car Rus) to
additional nominees that were made available by illegal trading platforms that were in the
business of facilitating illegal stock sales.  For example, on or about November 25, 2016, Shupe
signed a signature indemnification form on behalf of EnviroTech for Red Crane’s transfer of 9
million shares to another nominee controlled by an illegal trading platform.
1
  Person A sent the
transfer agent a similar signature indemnification form purportedly bearing Shupe’s signature for
Ticino’s transfer of 10 million shares on or about April 10, 2017.

1
 The Commission sued this illegal trading platform and described its operations, in SEC v. Bajic et al., No. 20-cv-
007 (S.D.N.Y. filed Jan. 2, 2020).

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38. Shortly thereafter, Shupe and Person A facilitated the assignment of portions of a
promissory note from Person A’s company to Norfolk Heights Ltd. and to another foreign entity
(“Company A”), both of which agreed to act at the direction of the Pages.  Norfolk Heights was a
nominee of the same illegal trading platform described above that agreed to trade the Pages’
shares at their direction.  Company A provided similar services t o the Pages.  The Pages then
arranged to have Norfolk Heights and Company A convert their portions of the promissory note
into a total of 20,000,000 additional common shares of EnviroTech in 2017.  Using Encrypted
Email, Tim Page informed Person A that Company A would be “the entity for the new issuance
of stock from [EnviroTech]” and asked Person A to “[p]lease liaise with Shupe and get him all
the paperwork he needs to sign.”
39. On behalf of EnviroTech, Shupe signed the Assignment of Promissory Note for
both assignments to Norfolk Heights and Company A—thus enabling the Pages secretly to dump
their undisclosed EnviroTech shares through another layer of nominee entities—and informed
EnviroTech’s transfer agent that EnviroTech would pay the fees associated with transferring
EnviroTech’s stock to Norfolk Heights and Company A.
40. The table below illustrates the stock transfers to the Pages’ entities as described in
paragraphs 33 through 39 above.  Shupe knew, or was reckless in not knowing, that the Pages
and Person A orchestrated the distribution of stock shown in this chart.  Red Crane, Ticino, Car
Rus, Norfolk Heights and Company A  were controlled by, or held stock on behalf of, the Pages.

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The Pages’ Illegal Sales of EnviroTech Stock
41. Red Crane Ltd. then transferred its shares to another foreign nominee company
that was controlled by one of the illegal trading platforms described above.  These illegal
platforms sold penny stocks like EnviroTech for various control groups, like the Pages.  Between
approximately February 2017 and May 2018, the Pages and others with whom they were
coordinating arranged for the illegal trading platform to dump their EnviroTech stock.  The sales
occurred in two waves: February through June 2017 and February through May 2018.
42. During the time period from February through June 2017, the Pages sold, through
the illegal trading platform, approximately 3.9 million shares of EnviroTech stock for proceeds
of approximately $3.7 million.  At the same time, the Pages paid for digital stock promotional
campaigns to encourage investors to purchase the EnviroTech stock they were dumping into the
market.
43. Shupe, as an EnviroTech officer and director, played a critical role in clearing an
unforeseen obstacle to the Pages’ effort to cash in on their 2017 promotional campaign by

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dumping EnviroTech shares.  On April 19, 2017, Tim Page sent an Encrypted Email message to
Shupe, Person A and Trevor Page informing them that “[w]e have a problem that really needs to
be solved now that we are going into digital.”  Tim Page informed the recipients that certain
brokerage firms would not allow investors to purchase EnviroTech shares because of a pending
dividend and said that “if we cannot get it sorted out then we are dead in the water,” meaning
that they would be unable to sell their EnviroTech shares into the demand created by the
promotional campaigns they were funding.  Tim Page asked Person A and Shupe to get the
situation fixed this week because “its really getting this situation sorted out or no/very little
trading in the stock.”
44. Shupe responded to Tim Page via Encrypted Email on April 20, 2017, reporting
on his progress in resolving the dividend problem.  He also reported that he would prepare the
required Board of Directors resolution and would work with the brokerage firms to allow their
customers to resume purchases of EnviroTech, all of which Shupe knowingly, recklessly or
negligently did to facilitate the Pages’ fraudulent stock sales.
45. The following day, Shupe sent to Person A via Encrypted Email documents to
facilitate a stock conversion by Company A, including Shupe’s signature on the Assignment of
Promissory Note described in paragraphs 38-39 above.  In the accompanying message, Shupe
asked whether he could do anything to help with the brokerage firm “mess” and told Person A
that “Tim [Page] is very concerned that we have some resolution so we don’t lose our current IR
[investor relations/promotions] partner.”  These communications show Shupe’s understanding
that the Pages were promoting EnviroTech stock to sell their own shares.
46. As an officer and director of EnviroTech, Shupe played a central role in the
Pages’ effort to dump additional shares, following the 2017 promotion campaign.  Shupe’s

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ability to control the issuance and recall of shares helped to ensure that the Pages – rather than
the investors who had bought the 3.9 million shares the Pages dumped in 2017 – would reap the
rewards of any additional promotional campaign.
47. The Pages, Person A and Shupe regrouped in August 2017 to decide what to do
next with EnviroTech shares.  They developed a plan to effect a reverse split of EnviroTech
shares in which each 8 shares would be exchanged for 1 share.  Person A sent Shupe and Tim
Page, via Encrypted Email, a list of cost estimates to do the reverse split and described the timing
of the steps that would need to happen.  Tim Page responded that Trevor Page could organize
payment of the fees and he wanted to get the split done “as soon as possible so that we can start
[selling] again as close to September as possible.”  Person A then asked Tim Page if he had
spoken with Shupe “about restructuring the outstanding shares post-split.”  Tim Page responded
to Person A that he had discussed it with Shupe and detailed the prior promotions and share sales
and the amounts of shares the Pages intended to sell going forward.
48. The Pages’ sales of EnviroTech stock in the spring of 2018 generated an
additional approximately $800,000 in profits.  In total, between February 2017 and May 2018,
the Pages’ sales of EnviroTech stock generated proceeds of more than $4.5 million.
The Pages Kicked Back Stock Sale Proceeds to EnviroTech Through Shupe
49. The Pages were a significant source of funding for EnviroTech’s business
operations between March 2017 and May 2019.  Shupe helped the Pages conceal the fact that
they were the source of that funding t o avoid the appearance that the Pages controlled
EnviroTech.  Tim Page arranged to fund EnviroTech’s operations by transferring funds from
several accounts he and Trevor Page controlled to an account controlled by Shupe in the name of
Dentasource LLC (“Dentasource”), which in turn transferred the funds to EnviroTech.  In

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testimony under oath, Shupe described Dentasource as a dormant company whose bank account
he used for personal expenses and testified that “[i]t was nothing more than an extension of me.”
Examples of transfers follow:
a. On or about March 7, 2017, Tim Page paid $16,961.65 from his personal bank
account to Dentasource.    On March 8, 2017, Dentasource wired $15,000 to
EnviroTech.  Following this wire transfer, the remaining balance in Dentasource’s
account was less than $3,600.
b. On or about March 21, 2017, Ticino paid $49,980 to Dentasource.  On the same
day, Dentasource wired $49,950 to EnviroTech.  Following this wire transfer, the
remaining balance in Dentasource’s account was less than $900.
c. On or about October 16, 2018, another foreign entity controlled by the Pages paid
$14,966 to Dentasource.  On October 17, 2018, Dentasource wired $14,960 to
EnviroTech.  Following this wire transfer, the remaining balance in Dentasource’s
account was less than $400.
50. In total, between March 2017 and May 2019, the Pages sent Dentasource
$223,214.65 from three foreign entities they controlled and from Tim Page’s personal bank
account.  In addition, in December 2018, a company controlled by Person A sent Dentasource
$14,900, for a total of $238,114.65.  The Pages sent these funds to Dentasource at the same time
they were selling EnviroTech stock, as well as the stock of BioHemp and other companies they
controlled.
51. Of the $238,114.65 that Shupe received into Dentasource’s account, he sent
$232,226.66 to EnviroTech.

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52. Shupe knew, or was reckless or negligent in not knowing, that he was funneling
money from the Pages to EnviroTech to conceal the Pages’ involvement in financing the
company.  Shupe also knew, or was reckless or negligent in not knowing, that EnviroTech’s
financing was coming from sales of its stock by company affiliates that were not being disclosed
as such in EnviroTech’s filings on OTC Markets.  Shupe also knew, or was reckless or negligent
in not knowing, that the Pages—as affiliates of EnviroTech—were legally prohibited from
selling the company’s stock without an effective registration statement or following Commission
Rule 144 safe harbor provisions—neither of which the Pages, or the entities they controlled, did.
53. As an additional step to obfuscate the Pages’ role in financing EnviroTech, Shupe
agreed to sign a series of promissory notes between Dentasource and Tim Page (or Tim Page’s
companies) to create the false appearance that the money the Pages were sending Dentasource
resulted from a loan arrangement.  There was in fact no such loan agreement.
54. For example, Shupe signed four promissory notes - dated August 25, 2017,
October 16, 2018, March 20, 2019 and May 24, 2019 - obligating Dentasource to repay one of
the Pages’ foreign entities or Tim Page the recited “loan amounts.”
55. Shupe then executed corresponding promissory notes between Dentasource and
EnviroTech that required EnviroTech to repay Dentasource or to convert the loan into
EnviroTech stock.  Shupe admitted in testimony under oath that he did not view the Dentasource
notes to Tim Page and the Page entities as real liabilities of Dentasource, that Dentasource was a
“pure pass-through,” and that the substance of the transactions was for the Pages to loan money
to EnviroTech that would eventually be converted into stock for the Pages.
56. Shupe, as an officer of EnviroTech, understood that EnviroTech’s true creditor
was the Pages and that the Pages’ names and role were not disclosed in any of EnviroTech’s

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filings.  Shupe schemed to defraud investors by concealing the material fact of the Pages’ control
over and relationship with EnviroTech, and their control over a significant percentage of its
stock.
BLAKE/BIOHEMP SCHEME TO DEFRAUD
57. Shupe also knowingly, recklessly, or negligently assisted the Pages and their
associates with their illegal scheme to sell the stock of BioHemp by, among other things,
disguising the Pages’ control of the company.
58. In or about January 2018, Tim and Trevor Page took control of BioHemp with
Shupe’s assistance.
Shupe Was a Front for the Pages’ Control of BioHemp’s stock
59. Tim and Trevor Page schemed illegally to sell the stock of BioHemp by, among
other things, disguising their control of the company through Cattlin and Shupe.
60. First, in early 2018, Trevor Page called Shupe and asked Shupe to form a
company to hold the shares of a company then called Blake Insomnia Therapeutics, Inc.
(“Blake”) that the Pages were planning to acquire.  Shupe agreed and formed a company called
FJ Investments International, Inc. (“FJ Investments”).  Shupe was designated as the President
and sole director of FJ Investments.  By agreeing to this arrangement, Shupe knowingly,
recklessly, or negligently concealed the fact that the Pages were the actual beneficiaries of the
stock held by FJ Investments.
61. On or about January 31, 2018, the then-current chief executive officer of Blake
agreed to sell his 18,000,000 restricted shares of Blake stock—which was then 60% of the
company’s outstanding shares—to FJ Investments.

20

62. In connection with purchasing the then-CEO of Blake’s shares, Shupe signed a
promissory note on behalf of FJ Investments dated February 1, 2018, which obligated FJ
Investments to pay the then-CEO of Blake $5,000 on March 1, 2018.  Shupe stated in testimony
under oath that he took instructions from Trevor Page and Person A in connection with FJ
Investments’ acquisition of Blake shares.
63.    Under Shupe’s direction, FJ Investments obtained control of 60% of Blake’s
shares.  Shupe did not, however, make the payment that was required by the promissory note.
Shupe knew that he was holding those shares on behalf of the Pages and their associates, and did
not view them as a liability that he or FJ Investments owed to the then-CEO of Blake.  Shupe
admitted in testimony under oath that he saw himself “more as a nominal participant here than an
actual participant,” that he “never really saw [him]self as owning that stock,” and that he just
“assumed” that the promissory note would be paid by Trevor Page or his associates.
64. Also in early February, the Pages and their associates arranged, via Shupe and FJ
Investments, which then controlled Blake’s stock, to install Cattlin as the new Blake Chief
Executive Officer.  Cattlin, like Shupe, took direction from the Pages.
65. On or about February 1, 2018, Blake publicly disclosed in a Form 10-K filed with
the Commission that “our Board of Directors appointed Daniel Cattlin as our President, Chief
Executive Officer, Secretary, and Chief Financial Officer, Treasurer, and Director.”  By this
filing, Cattlin became the sole Director of Blake; the only member of Blake’s “board of
directors” until February 1, 2018 was the chief executive officer who had agreed to cede control
of the company to the Pages via FJ Investments.

21

66. On February 1, 2018, the previous chief executive officer of Blake resigned “from
all officer positions and as a member of the board of directors,” thereby paving the way for
Cattlin to have complete control of Blake on the Pages’ behalf.
67. Cattlin knew that he was operating as the Pages’ inside man and facilitating their
secret control of the company.  Below are several examples of Cattlin working with the Pages.
68. In or about June 2018, Cattlin paid a vendor for Blake with a credit card issued in
the name of Tim Page’s wife.  The purpose of the payment was to facilitate Blake’s filing of
public reports required by the Commission.
69. Several months later, in September 2018, Shupe signed documents that were sent
to Blake’s transfer agent to correct the name of FJ Investments on its Blake stock certificates.
He signed these documents at the instruction of Trevor Page, Person A and Cattlin, who were
functioning, together as a group, as the management of Blake and who, according to Shupe, were
anxious to get shares reissued in the correct name.
70. At the time that Shupe took these actions on behalf of the Pages, he knew that
Tim Page had previously been charged with securities fraud by the Securities and Exchange
Commission, but Shupe claimed in testimony under oath that this did not raise concerns for him
when the Pages were asking him to hold the majority block of stock in a public company.
71. In September 2018, Cattlin coordinated with the Pages, Person A and Shupe about
how to respond to a subpoena issued to Blake by the Commission —because Cattlin knew the
Pages funded Blake’s operations and otherwise had the power to control Blake and also knew
that Person A and Shupe were also part of the scheme.  Specifically:
a. On or about September 12, 2018, Cattlin—using Encrypted Email—forwarded to
the Pages and Person A an email that Cattlin had received from Commission

22

staff.  The subject line of the email was “Re: SEC Investigation.”  In the email,
Cattlin wrote, among other things: “Received the below email and attached form
from the SEC regarding the investigation of BKIT [Blake].  Can we please have
a call to discuss[?]”.  On the same day, Person A wrote: “[i]t would be important
to have Bill [Shupe] on this call as well re FJ [Investments]” and Cattlin
promptly replied: “I agree. We really need to prepare for this.  As the last thing
we want to happen is for it to drag on and get more in-depth.”  Also on
September 12, 2018, Cattlin noted: “[The Commission is] specifically asking
how i became involved with BKIT.  So we should definitely write up how this
happened, with every possible question they could ask relating to it.”  Cattlin
included the Pages on each email.
b. Later that day, Cattlin—using Encrypted Email—sent a message to the Pages and
Person A with the subject line: “Subpoena.”  Among other things, Cattlin—
anticipating questions from the Commission that he had flagged in the initial
series of emails on September 12—summarized Cattlin’s proposal to describe
falsely his initial introduction to Blake as follows: “My first contact with FJ
Investments, Inc. [] was around the end of September 2017, when I received a call
from Bill Shupe offering potential investment for my company.  We began
negotiations for FJ Investments to fund the company, which progressed into the
new year.  In January 2018, he came to me with the opportunity to work with him
to bring Blake Insomnia, which was behind in its filings, up to date.  He was
finalizing talks with the current CEO [to] purchase the control block and bring in
new management . . . .”  As Cattlin and Shupe both knew, this chronology was

23

false.  In actuality, in January 2018, the Pages asked Shupe to purchase the Blake
“control block” of restricted shares owned by the prior CEO and the Pages – not
Shupe – worked with Blake to get its filings up to date so it would appear
attractive to investors.  Cattlin further opined: “Questions they [the Commission]
could ask . . . Who funds the operations of BKIT [Blake].”  As Cattlin knew, the
Pages funded the operations of Blake.  Cattlin’s comment reflects his awareness
that the Pages’ intent was to conceal their relationship to Blake.
c. Several days later, on September 17, 2018, Cattlin again wrote to Person A and
the Pages about what to say to the Commission and asked “has anyone heard from
Bill [Shupe]?”  Trevor Page responded promptly and told Cattlin that Shupe had
just contacted him via Encrypted Email.
d. Between September 14 and 20, 2018, Shupe communicated by Encrypted Email
with the Pages, Person A and Cattlin and took the lead role in retaining counsel to
represent Cattlin and Blake in responding to the Commission’s investigation.
e. By September 24, 2018, before Shupe completed the arrangements to retain
counsel for Cattlin and Blake, Shupe sent Cattlin a message by Encrypted Email
directing Cattlin about what to say to the Commission’s investigator.
f. On October 4, 2018, after Shupe had retained counsel to represent Cattlin and
Blake, Cattlin wrote to Shupe by Encrypted Email to say that the counsel wanted
a written description of how Cattlin was introduced to Blake.  Cattlin drafted an
explanation, which Shupe rewrote.  Shupe’s rewrite misrepresented his role in
introducing Cattlin to Blake, and misrepresented Shupe’s role in negotiating with
the former CEO of Blake to purchase his control block shares.  Significantly,

24

while Shupe’s rewrite mentioned the involvement of Person A, it said nothing
about the role of the Pages.
72. In or about October 2018, Shupe and Cattlin effected corporate transactions in
order to consolidate the Pages’ secret control of the shares of Blake that were available for public
trading.  Cattlin, in his role as officer and sole Director of Blake, caused Blake to execute a 1-
for-1,000 reverse split of its stock (1 share is exchanged for every 1,000 shares outstanding),
which had the effect of (a) dramatically reducing the company’s existing shareholders (because
any shareholder holding less than 1,000 shares would receive a payout instead of holding a
fraction of a share); and (b) reducing the “float” (the company’s purportedly unrestricted stock
that was available for trading) to approximately 11,000 shares.  As Shupe and Cattlin knew, or
recklessly or negligently disregarded, this was a first step toward enabling the Pages to control
virtually the entirety of the float such that the Pages could secretly control the market price per
share and volume of Blake’s stock when they eventually dumped it on unsuspecting investors.
73. In November 2018, Cattlin continued to confer with the Pages, Person A and
Shupe about the Commission’s investigation into Blake.  For example, on or about November 7,
2018, Cattlin sent an Encrypted Email message to the Pages, Person A and Shupe with the
subject line “BKIT-SEC update.”  By this time, Cattlin had already caused Blake to provide
documents to the Commission, and Cattlin sought guidance as to whether he should follow up
with the Commission about the status of its investigation.  In response, Trevor Page wrote: “Ask
Bill [Shupe], but I think you should leave it for the time being and we just proceed as before.
We plan to do the name change soon, as soon as we have completed the negotiations with the
new asset holders.”  Shupe then responded “Yes – let the bear [the Commission] hibernate!”

25

74. Trevor Page’s reference to the “name change” concerned the Pages’ efforts to
pivot the company’s purported line of business.  As of November 2018, the company was called
Blake Insomnia Therapeutics, Inc.—and purported to be a pharmaceutical company devoted to
improving quality of life for people with insomnia.
75. During 2018 and 2019, Cattlin knowingly, recklessly, or negligently failed to
disclose to investors the Pages’ beneficial ownership interest in Blake’s stock.  Cattlin signed a
Form 10-K for Blake dated February 19, 2019 (for the annual period ended August 31, 2018)
that purported to disclose all beneficial owners of more than five percent of Blake’s stock, but
only FJ Investments was identified.  It did not mention the Pages.
76. In June 2019, as Trevor Page had foreshadowed in November 2018, the company
was renamed BioHemp International Inc. and purportedly became a distributor of cannabidiol
products.  As Cattlin and Shupe knew, the Pages had the power to change the company’s name
and to complete negotiations for a new business model because they controlled the company.
77. In March 2019, Cattlin caused Blake to issue 25,000,000 restricted shares to FJ
Investments, the “nominee” company controlled by Shupe on behalf of the Pages.  Shupe agreed
to hold these shares for the Pages and their associates, which had the effect of continuing to
conceal the Pages’ ownership of Blake shares from investors.  Blake announced that the issuance
was “in preparation of a pending acquisition and investment agreement.”
78. In actuality, as Cattlin and Shupe knew or recklessly or negligently disregarded,
the issuance of additional shares to the Pages was not connected to any acquisition or investment
agreement.  Rather, the purpose was to consolidate the Pages’ control over Blake and its
outstanding stock.  As of March 2019, as a result of this new share issuance, the Pages controlled
99.99% of Blake’s outstanding stock through FJ Investments.

26

79. On or about March 20, 2019, Cattlin sent an encrypted email to the Pages and
Person A seeking their input on a response Cattlin was preparing to another Commission inquiry.
This time, the Commission had asked, in substance, why Tim Page’s wife had made payments to
a vendor on behalf of Blake.  Cattlin cleared his proposed response with the Pages because he
knew that they were ultimately responsible for the payment, and in control of the company.
Cattlin Oversaw the Issuance of BioHemp Stock to the Pages
80. Between May and July 2019, Cattlin caused Blake/BioHemp to issue more stock
to various nominee entities controlled by Tim and Trevor Page.
81. For example, on or about May 8, 2019, Blake issued 1,227,273 shares to
Emergent Investments Co. Ltd. (“Emergent”), which Cattlin knew, or recklessly or negligently
disregarded, was controlled by the Pages.  Cattlin submitted the stock transfer paperwork to
Blake’s transfer agent to facilitate the issuance.
82. Cattlin arranged the transfer of stock to Emergent and other Page-controlled
nominee entities in 2019 to facilitate the Pages’ efforts to conceal their significant control of
Blake’s/BioHemp’s stock.
83. Cattlin knew that the Pages, by virtue of their beneficial ownership through
various nominee shareholders of more than 10% of BioHemp’s stock, were affiliates of the
issuer.  Accordingly, the Pages were legally required to register their BioHemp shares (and
disclose information about their plans to sell stock) in a public filing with the Commission.
Instead, the Pages used an attorney to falsely represent to Blake’s/BioHemp’s transfer agent that
Emergent (and other Page entities) were not affiliates of the company.  In turn, the transfer
agent—in reliance on those false representations—enabled the Pages to sell Blake/BioHemp
shares without registration, as reflected in the tables below:

27

Shupe Was a Front for the Pages’ Payments to BioHemp
84. In addition to serving as a front to conceal the Pages’ control over BioHemp, by
allowing the Pages to direct FJ Investments, Shupe also served as a front to conceal the Pages’
payment of BioHemp’s expenses.
85. In or about February 2018, shortly after Shupe formed FJ Investments, Trevor
Page asked Shupe to open a bank account for FJ Investments.  At the further request of the Pages
and Cattlin, Shupe used the FJ Investments bank account to receive money from the Pages and to
pay it out for expenditures related to BioHemp. Though Shupe was the only person with the
authority to make payments from FJ Investments’ bank account, he authorized Cattlin to use the
debit card associated with the account.
86. For example, on May 30, 2019, Tim Page asked Shupe via Encrypted Email
“what funds we have in FJ [Investments] and BKIT please?”  Shupe responded that BioHemp’s
account has “$0 – this has been a small balance since opened.  I put $50 or so dollars in when
necessary to keep it open.  FJ: $14,177.90.  Testre: $1,572.48.”
MO NTHEMER GEN T   IN V ES T MEN T S
COMPANY
PORRIMA LTDWELLES LEY HOLDINGS  LTD
TOTAL
May -19
337,329

337,329

Jun-19
426,744

919,388

1,346,132

Ju l-19
7,500

1,127,137

 307,885

1,442,522

TOTAL
771,573

1,127,137

1,227,273

3,125,983

MO NTHEMER GEN T   IN V ES T MEN T S
COMPANY
PORRIMA LTD
WELLES LEY HOLDINGS  LTD
TOTAL
May -19
391,555
$

391,555
$

Jun-19
531,777
$

1,364,174
$

1,895,952
$

Ju l-19
14,040$

753,239
$
 564,733
$
 1,332,011
$

TOTAL
937,373$
 753,239
$
 1,928,907
$
 3,619,518
$

QUANTITY OF BIOHEMP STOCK SOLD
PROCEEDS OF BIOHEMP STOCK SOLD

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87. In total, between October 2018 and July 2019, Shupe received into the FJ
Investments bank account a total of $80,246 in payments from the Pages or the foreign entities
they controlled.
88. On numerous dates in 2019, Shupe received instructions via Encrypted Email
from the Pages and Cattlin to pay expenses for BioHemp through the FJ Investments bank
account.  Shupe was asked to pay, among other items: fees to OTC Markets, payments to the
Nevada Secretary of State for corporate filings, fees to BioHemp’s transfer agent for making its
stock eligible for electronic transfer, and an invoice from the company that provided BioHemp’s
virtual office.
89. In total, between October 2018 and July 2019, Shupe directed FJ Investments to
make $36,133 in payments for the benefit of BioHemp.
90. Shupe maintained another corporate entity named Testre LP (“Testre”).  Testre
had a bank account in the United States.  Just as Shupe allowed the Pages to use his FJ
Investments bank account to funnel money to, or for the benefit of, BioHemp, Shupe also
allowed the Pages to use his Testre bank account to move money in connection with their
securities fraud schemes.  In total between December 2018 and January 2020, Shupe received
about $159,941 into his Testre account from three foreign entities controlled by the Pages.
These funds were the proceeds of the Pages’ securities fraud scheme.  Shupe wired all of these
funds from Testre’s bank account to Tim Page’s personal accounts in foreign countries.
91. Shupe knew, or was reckless or negligent in disregarding, that by allowing the
Pages to use his entities to transfer money relating to BioHemp, he was facilitating the Pages’
concealment of their control over BioHemp.

29

Pages’ Illegal Stock Sales
92. Between May and July 2019, the Pages obtained 3,818,813 shares of purportedly
unrestricted BioHemp shares, through three foreign entities they controlled, which represented
99.7% of BioHemp’s float (in light of the prior 1-for-1,000 reverse stock split).
93. The Pages’ scheme to defraud BioHemp’s transfer agent and investors was
successful, and the Pages ultimately dumped over 3.1 million shares of BioHemp into the
market, for illegal proceeds of approximately $3.6 million.
94. Shupe and Cattlin provided substantial assistance to the Pages’ scheme to illegally
amass and dump millions of shares of BioHemp stock.  Shupe’s service in using FJ Investments
as the front to hold the control block of BioHemp shares, and in allowing the Pages to pay
BioHemp’s expenses without detection, set the stage for the Pages’ illegal stock sales.  Cattlin’s
role as officer and sole director of Blake/BioHemp and his willingness to facilitate share
transfers to the Pages’ nominees also enabled those sales.
95. Shupe and Cattlin knew, or were reckless or negligent in not knowing, that the
Pages were affiliates of BioHemp by virtue of their control over the company, and could not sell
the shares they controlled unless they complied with the disclosure and registration requirements
of the federal securities laws.
CYBERFORT SCHEME TO DEFRAUD
96. Cattlin and Shupe assisted the Pages and their associates with their illegal scheme
to sell the stock of Cyberfort by, among other things, disguising the Pages’ control of the
company.

30

97. On or about March 21, 2014, Cyberfort appointed Cattlin as its President, and on
or about June 23, 2014, Cyberfort appointed Cattlin as the sole officer and director of the
company.
98. Cattlin continued to be the “President, Chief Executive Officer, Secretary,
Treasurer and Director” of Cyberfort through at least March 10, 2020, which enabled him to
control the daily operations of the company while the Pages stayed in the shadows.
99. No later than early 2018, Tim and Trevor Page took control of Cyberfort with
Cattlin’s and Shupe’s assistance.
100. On or about February 19, 2018, the Pages -- through Ticino -- acquired a partial
interest in a convertible promissory note issued by Cyberfort.  By the terms of the promissory
note, Cyberfort promised to repay $150,000 or allow the note to be converted into Cyberfort
stock in lieu of a monetary repayment.  Cattlin co-signed the assignment on behalf of Cyberfort.
The assignment gave the Pages, through Ticino, the right to convert the partially assigned
promissory note into 1,250,000 shares.
101. Three days later, on or about February 22, 2018, the Pages -- through Car Rus --
acquired an additional partial interest in the same convertible promissory note.  Cattlin co-signed
the assignment on behalf of Cyberfort.  The assignment gave the Pages, through Car Rus, the
right to convert the partially assigned promissory note into 1,250,000 shares.
102. In or about April 2018, the Pages—through Ticino—elected to convert the
promissory note between Ticino and Cyberfort into 1,250,000 shares of Cyberfort.  On or about
April 23, 2018, Cattlin signed a board resolution on behalf of Cyberfort agreeing to issue these
shares to Ticino.

31

103. On or about June 18, 2018, the Pages—through Car Rus—elected to convert the
promissory note between Car Rus and Cyberfort into 1,250,000 shares of Cyberfort.  On or about
June 22, 2018, Cattlin signed a board resolution on behalf of Cyberfort agreeing to issue these
shares to Car Rus.
104. The transfer agent issued Cyberfort shares to Ticino and Car Rus, respectively, in
June 2018 and July 2018.
105. On or about September 10, 2018, the Pages, through Emergent, obtained another
1,250,000 shares of Cyberfort.  This time, the original note holder partially converted t he
promissory note, and transferred the resulting shares to Emergent.  Cattlin knew that the Pages
were ultimately behind Emergent.  For example, on or about September 10, 2018, Trevor Page
sent an email to Cattlin and to Person A to finalize the deposit of these shares in which he wrote,
among other things: “[j]ust received the [stock deposit instruction] for emergent back from
broker.  Please find it attached.”
106.  Upon completion of the three transactions, each conveying 1,250,000 shares, the
Pages controlled – through Ticino, Car Rus and Emergent – virtually the entire float of
Cyberfort.
Shupe Was a Front for the Pages’ Control of Cyberfort’s stock
107. In April 2018, the Pages asked Shupe, acting through FJ Investments, to hold the
control block of Cyberfort shares, just like he held the control block of BioHemp shares.
108. Cattlin, as Cyberfort’s sole director, signed a Unanimous Consent of the
Cyberfort Board of Directors, dated April 19, 2018, by which Cyberfort issued 5 million shares
of Cyberfort stock to Cattlin and 25 million shares of Cyberfort stock to FJ Investments, under
the terms of a purported Financing Agreement between FJ Investments and Cyberfort.

32

109.  Cattlin delivered the Board of Directors authorization to Cyberfort’s transfer
agent, with a request that the transfer agent issue the share certificates for his and FJ
Investments’ shares on an expedited basis.  Cattlin further instructed the transfer agent to send FJ
Investments’ shares to Shupe at his address.
110. When they were issued, these 30 million shares owned by Cattlin and FJ
Investments were over 95% of Cyberfort’s total outstanding shares.  These were restricted shares
that could not be sold publicly without registration.
111. Shupe took instructions from the Pages and their associates in connection with FJ
Investments’ acquisition of Cyberfort shares, and knew, when he agreed to acquire those shares,
that he was holding those shares on behalf of the Pages and their associates.
112. The purpose in arranging for FJ Investments to hold a large block of Cyberfort
shares was to reduce to less than 5% the percentage of Cyberfort shares held by the three foreign
entities that the Pages controlled.  By this ruse, the Pages hid their control of Cyberfort, and
created the false appearance that the shares they held in the names Ticino, Car Rus, and
Emergent were eligible for public trading.
113. Approximately one month after the 25 million shares were issued to FJ
Investments, Cattlin provided Cyberfort’s transfer agent with a Cyberfort Board Resolution
authorizing the issuance of 25 million shares to himself, and requested that the transfer agent
issue a share certificate for those shares.  Cattlin’s cover email to the transfer agent also indicated
that FJ Investments’ share certificate would be returned to the transfer agent for cancellation.
114. Several months after FJ Investments had agreed to acquire 25 million Cyberfort
shares, those shares were officially cancelled.  Shupe signed a Board Resolution of FJ
Investments’ Board of Directors (of which he was the only member), dated July 31, 2018, stating

33

that it was in FJ Investments’ best interest to cancel its ownership of 18 million shares of
Cyberfort and to cancel the share certificate representing its ownership of those shares.  Shupe
also wrote a letter to Cyberfort’s transfer agent, dated July 30, 2018, returning FJ Investments’
certificate for 25 million Cyberfort shares and requesting that the share certificate be cancelled.
115. During the time period that FJ Investments held Cyberfort stock, the Pages
controlled over 99% of Cyberfort stock through a combination of their foreign entities, Cattlin
and Shupe.
Cattlin Facilitated the Pages’ Control Over Cyberfort’s Press Releases
116. Cattlin, by virtue of his position as the sole officer and director of Cyberfort, was
in a position to issue Cyberfort press releases that were designed to coordinate with and reinforce
a promotional campaign to drive investor demand for Cyberfort stock.  Cattlin exercised that
authority at the instruction of, and for the benefit of, the Pages.
117. Cattlin knew, or was reckless in not knowing, that the Pages were affiliates of
Cyberfort because they had the power to control the company.  The Pages could and did direct
Cattlin to issue Cyberfort press releases and controlled the company through him.
118. For example, on or about August 29, 2018, Cattlin wrote the following encrypted
email to Person A: “[S]poke with finter [a code name for Trevor Page] and mud [a code name for
Tim Page] this morning and they have asked me to get together a list of potential PRs [press
releases] to run over the next 2 months.  They wanted 7.”
119. In that same August 29, 2018 email, Cattlin described five press releases: (a)
“CYBF Announce partnership with NNW,” “CYBF Acquires New Ad Block Technology, Just
Content,” “CYBF Files Application to Upgrade to OTCQB,” “CYBF Releases New Just Content
App After Successful Initial Funding,” and “CYBF Complete Rebranding of Viveo App.”

34

120. On or about September 8, 2018, Cattlin sent a proposed press release to the Pages
and Person A via encrypted email.  The next day, Tim Page replied: “I like this PR.  Lets [sic]
discuss it when we next talk. . . .”
121. On or about September 10, 2018, Cattlin asked the Pages via encrypted email
“Should I approve [the press release]?”  Trevor Page promptly replied: “If you approve then will
it go out?  Just wondering if mud wanted to wait to wed to discuss or not. . . . Will call you . . . .”
Cattlin replied: “FYI the PR is free and will be release[d] to 5000+ websites.”  The next day, on
or about September 11, 2018, Tim Page replied: “Lets [sic] do it. They do [one] per week?  And
no cost to us.  It’s a no brainer!!”  Cattlin then asked whether he should try to issue the press
release before markets opened, and Trevor Page said “absolutely!!.”
122. On or about September 14, 2018, Cattlin sought and obtained approval from the
Pages to issue another Cyberfort press release.
123. On or about September 20, 2018, Cattlin sent an encrypted email to the Pages and
Person A and noted that Cyberfort’s marketing company (“NNW”) “created a twitter and
Facebook page for Cyberfort, which I will get them to create a PR to go with it.  These events are
all going to [be] happening very close to each other, which may not be the best thing for the
brokers, but we can always rely on NNW to come up with some extra news.  And once funds are
coming in, I think Updates for Just Content will be able to happen quite quickly.”
124. Cattlin worked in concert with the Pages to issue press releases describing
purported Cyberfort business developments “over the next 2 months” to encourage investors to
buy Cyberfort stock.  As Cattlin knew, or was reckless or negligent in disregarding, at or about
the same time, the Pages schemed illegally to sell Cyberfort stock into the markets.

35

125. Cattlin’s press releases painted a false and misleading picture of Cyberfort’s
growth and development.  In actuality, and as Cattlin knew, any purported growth or
development of Cyberfort was merely theoretical because Cattlin did not actually have the
financing necessary to develop its business.  To that end, Cattlin expected that Cyberfort would
eventually receive funding derived from the Pages’ illegal stock sales.  Specifically, Cattlin
arranged with the Pages to provide financing to Cyberfort (thereby benefiting Cattlin) through
the sale of unregistered securities that the Pages were legally required to register.
Shupe Was a Front for the Pages’ Payments to Cyberfort
126. In addition to serving as a front to hold the Pages’ stock in Cyberfort, Shupe also
served as a front to conceal the Pages’ payment of Cyberfort’s expenses.
127. As he did for BioHemp expenses, Shupe used the FJ Investments bank account to
receive money from the Pages and to pay it out for expenditures related to Cyberfort.
128. As described in paragraph 87 above, between October 2018 and July 2019, Shupe
received into the FJ Investments bank account a total of $80,246 in payments from the Pages or
the foreign entities they controlled.
129. In total, between October 2018 and July 2019, Shupe directed FJ Investments to
make $16,700 in payments for the benefit of Cyberfort.  These payments consisted of five
payments made to Cyberfort’s auditors in May and July of 2019.
130. Shupe knew, or was reckless or negligent in disregarding, that by allowing the
Pages to use his entities to transfer money relating to Cyberfort, he was facilitating the Pages’
concealment of their control over Cyberfort.
The Pages’ Illegal Stock Sales

36

131. In June and July 2018, the Pages deposited into a foreign brokerage account the
2,500,000 shares of Cyberfort they had obtained through Ticino and Car Rus.  The Pages sold all
of the Ticino shares they had deposited into the United States securities markets, from June
through September 2018.
132. Similarly, in October 2018, the Pages deposited into a foreign brokerage account
the additional 1,250,000 shares of Cyberfort they had obtained through Emergent in September
2018.  The Pages proceeded to direct the sale of about 20,000 of these shares into the United
States securities markets in November and December 2018.
133. The Pages’ scheme to defraud Cyberfort’s transfer agent and investors was
successful, and the Pages sold at least 1.27 million shares of Cyberfort for illegal proceeds of at
least $1.9 million.
134. Cattlin and Shupe provided substantial assistance to the Pages’ Cyberfort scheme.
Cattlin’s willingness to allow the Pages to direct Cyberfort’s actions and Shupe’s willingness to
serve as the front to hold Cyberfort shares, and conceal the Pages’ payment of Cyberfort’s
expenses without detection, were critical to the Pages’ concealment of their control of Cyberfort.
135. Cattlin and Shupe knew, or were reckless or negligent in not knowing, that the
Pages were affiliates of Cyberfort by virtue of their control over the company, and that the Pages
could not legally sell the shares they controlled unless they complied with the disclosure and
registration requirements of the federal securities laws.
Cattlin’s False and Misleading Statements to the Commission
136. In June 2020, Cattlin still served as Cyberfort’s chief executive officer, among
other roles.  On or about June 30, 2020, Commission staff interviewed Cattlin about Cyberfort.

37

Cattlin provided false and misleading information to conceal his illegal conduct.  Among other
things:
a. Cattlin falsely claimed that nobody was helping him with corporate filings even
though, in actuality, Person A—who, by this point, had been charged by the
Commission with violating the federal securities laws—continued to act as
Cyberfort’s consultant.
b. Cattlin falsely claimed, in substance, that he was unfamiliar with Trevor and Tim
Page.
c. Cattlin falsely claimed that he did not use the Encrypted Email service.  In
actuality, Cattlin routinely communicated with Tim Page, Trevor Page, Shupe,
and Person A using Encrypted Email.
Cattlin’s Proceeds
137. The table below reflects the money paid by the Pages, directly or indirectly, to
Cattlin for serving as an officer or director of BioHemp and Cyberfort on the Pages’ behalf.  The
Pages used money derived from their illegal sales of stock to pay Cattlin:

38

FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a)(1), (3) of the Securities Act by Cattlin and Shupe)

138. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if
fully set forth herein.
139. By reason of the conduct described above, Cattlin and Shupe, in the offer or sale
of securities, by the use of the means or instrumentalities of interstate commerce or of the mails,
directly or indirectly, acting intentionally, knowingly, recklessly or negligently (i) employed
devices, schemes, or artifices to defraud; and (ii) engaged in transactions, practices, or courses of
business which operated or would operate as a fraud or deceit upon any persons, including
purchasers or sellers of the securities.
140. By reason of the conduct described above, Cattlin and Shupe violated Securities
Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1), (3)].
SECOND CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder by
Cattlin and Shupe)

141. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if
fully set forth herein.
142. By reason of the conduct described above, Cattlin and Shupe directly or
indirectly, in connection with the purchase or sale of securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, or of any facility of any national
securities exchange, intentionally, knowingly or recklessly, (i) employed devices, schemes, or
artifices to defraud; and (ii) engaged in acts, practices, or courses of business which operated or

39

would operate as a fraud or deceit upon any persons, including purchasers or sellers of the
securities.
143. By reason of the conduct described above, Cattlin and Shupe violated Exchange
Act Section 10(b) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c) [17 C.F.R. §240.10b-5(a), (c)]
thereunder.
THIRD CLAIM FOR RELIEF
AIDING AND ABETTING
(Cattlin’s and Shupe’s Aiding and Abetting of Violations of Sections 17(a)(1) and (3) of the
Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) by the
Pages)

144. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if
fully set forth herein.
145. By reason of the conduct described above, Timothy and Trevor Page and their
associates, directly or indirectly, in the offer or sale of securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, intentionally, knowingly, recklessly, or
negligently (i) employed devices, schemes, or artifices to defraud; and (ii) engaged in
transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon any persons, including purchasers or sellers of the securities.
146. By reason of the conduct described above, Timothy and Trevor Page and their
associates, directly or indirectly, in connection with the purchase or sale of securities, by the use
of the means or instrumentalities of interstate commerce or of the mails, or of any facility of any
national securities exchange, intentionally, knowingly or recklessly, (i) employed devices,
schemes, or artifices to defraud; and (ii) engaged in acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon any persons, including purchasers or sellers
of the securities.

40

147. Defendants Cattlin and Shupe knowingly or recklessly provided substantial
assistance to Timothy and Trevor Page and their associates in their violations of Sections
17(a)(1) and (3) of the Securities Act and Section 10(b) and Rules 10b-5(a) and (c) under the
Exchange Act.
148. As a result, Cattlin and Shupe aided and abetted violations of Sections 17(a)(1)
and (3) of the Securities Act, and Section 10(b) and Rules 10b-5(a) and (c) under the Exchange
Act, as proscribed by Section 15(b) the Securities Act [15 U.S.C. §77o(b)] and Section 20(e) of
the Exchange Act [15 U.S.C. §78t(e)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Permanently enjoin Cattlin and Shupe and their agents, servants, employees and
attorneys, and those persons in active concert or participation with them who receive actual
notice of the injunction by personal service or otherwise, and each of them, from violating, or
aiding and abetting violations of, Section 17(a) of the Securities Act [15 U.S.C. §77q], and
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].
B. Order Cattlin and Shupe to disgorge, with prejudgment interest, all ill-gotten
gains obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Section
21(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7);
C. Order Cattlin and Shupe to pay civil monetary penalties pursuant to Section 20(d)
of the Securities Act [15 U.S.C. §77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§78u(d)(3)];

41

D. Enter orders barring Cattlin and Shupe from participating in any offering of a
penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or 21(d) of
the Exchange Act [15 U.S.C. §78u(d)];
E. Enter orders prohibiting Cattlin and Shupe from acting as officers or directors of
any public company pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)] and/or
Section 21(d)(2) of the Exchange Act [15 U.S.C. §78u(d)(2)];
F. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
G. Grant such other and further relief as this Court may deem just and proper.
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.
DATED September 23, 2021.
      Respectfully submitted,
                                           _s/ Nita K. Klunder__________________
      Nita Klunder
Kathleen Shields*
Eric Forni*
Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch St., 24
th
 Floor
Boston, MA 02110

*Not admitted in the U.S. District Court for the
Eastern District of New York

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
   Plaintiff, 
 v. 
 
DANIEL CATTLIN, 
WILLIAM R. SHUPE 
 
   Defendants. 
 

 
 

Civil Action No. 21-CV-____ 
(___) 

 
JURY TRIAL DEMANDED 

 
 

 
COMPLAINT 

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

following against defendants Daniel Cattlin (“Cattlin”) and William R. Shupe (“Shupe” and 

together “Defendants”):  

SUMMARY  

1. This is a securities fraud enforcement action.  Between 2016 and 2019, Cattlin 

and Shupe schemed with a group including two other individuals, Timothy and Trevor Page (the 

“Pages”), fraudulently to acquire and sell the stock of various publicly traded companies.  The 

Commission charged the Pages (and others) today in a separate Complaint with engaging in 

securities fraud.  SEC v. Page, et al., 21-cv-5292-ENF (E.D.N.Y. Sept. 23, 2021).  Defendants’ 

and the Pages’ fraudulent conduct generally worked as follows:  

a. The Pages secretly obtained  control over publicly traded companies by acquiring, 

through various nominee shareholders—including a shareholder that was 

controlled, on paper, by Shupe—a significant percentage of those companies’ 

publicly traded stocks;  

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b. The Pages controlled the operations of those companies through Shupe, who 

served as an officer and director of one company and the majority shareholder of 

others, and through Cattlin, who the Pages installed as the Chief Executive 

Officer (“CEO”) of two companies.  Shupe and Cattlin acted at the Pages’ behest 

to cause the companies to take various actions for the Pages’ benefit, including: 

issuing shares to nominee entities that the Pages controlled; effecting stock splits 

and other transactions to consolidate and conceal the Pages’ control of 

outstanding shares; and issuing company press releases in coordination with 

promotional campaigns that the Pages financed to drive demand for the stock that 

the Pages were surreptitiously selling through nominee entities.  Shupe and 

Cattlin thus enabled the Pages to conceal their control of the companies and to 

conceal the Pages’ dumping of shares through nominee entities.   

c. The Pages dumped their stock into the market and disguised their actions by 

selling through various nominee entities.  Their sales yielded millions of dollars in 

illegal stock sale proceeds.  The Pages funneled a portion of these proceeds to 

Cattlin and to Shupe’s business, including by passing funds through entities that 

Cattlin and Shupe controlled.      

The details of the schemes are set forth below. 

2. Starting at least by the middle of 2016 and continuing through at least November 

2019, Shupe and others schemed fraudulently to sell the stock of EnviroTechnologies 

International, Inc. (“EnviroTech”), BioHemp International, Inc. (“BioHemp”) and Cyberfort 

Software Inc. (“Cyberfort”), to investors in the public United States securities markets.  Cattlin 

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was involved in the schemes relating to BioHemp and Cyberfort and his involvement lasted from 

no later than 2017 through at least July 2020.   

3. Cattlin and Shupe were the “inside men” at these companies.  They defrauded 

investors by serving as fronts to help the Pages and their associates conceal their control over 

these companies.  In furtherance of the scheme, Shupe served as an officer and director of 

EnviroTech and as the majority shareholder of BioHemp and Cyberfort, thus enabling the Pages 

and other associates to disguise the fact that the Pages actually controlled both companies.  In 

furtherance of the scheme, Cattlin served as the CEO of both BioHemp and Cyberfort and helped 

the Pages hide the fact that they controlled those companies.    

4. The Pages’ control over EnviroTech, BioHemp, and Cyberfort meant that they 

were legally prohibited from selling stock to investors in the public securities markets unless the 

Pages registered those sales or otherwise complied with federal securities laws that strictly limit 

sales by persons who control corporations with publicly traded stock.  They did not.  Instead, the 

Pages disguised their control over EnviroTech, BioHemp, and Cyberfort by holding their 

securities through a network of nominee companies.  Shupe and Cattlin concealed the Pages’ 

ownership and funding of EnviroTech, BioHemp, and Cyberfort and caused those companies to 

take official acts to further the Pages’ efforts to profit by dumping their stock into the market.   

5. To help the Pages conceal their illegal securities trading, Shupe maintained bank 

accounts in the names of three corporate entities that he controlled.  Shupe permitted the Pages to 

send funds into those accounts and then direct the distribution of funds out of these accounts.  By 

allowing the Pages to use his companies’ accounts in this way, Shupe helped the Pages conceal 

their use of the proceeds from their fraudulent scheme. 

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6. In exchange for Shupe’s efforts, the Pages provided financing of least $188,000 to 

EnviroTech, which owned certain technology that Shupe wanted to develop.  Shupe knew, or 

was reckless or negligent in not knowing, that much, if not all, of this financing was derived 

from the Pages’ illegal sale of stock.    

7. In addition to operating Cyberfort and BioHemp on the Pages’ behalf and 

facilitating the Pages’ illegal sales of stock, Cattlin coordinated with the Pages to provide false 

and misleading information in response to Commission investigative subpoenas or questions 

related to BioHemp.  Further, when interviewed by Commission staff in June 2020, about his 

role as Cyberfort’s chief executive officer, Cattlin provided false and misleading answers 

designed to, among other things, disguise the Pages’ involvement in the company.    

8. For his efforts, the Pages paid Cattlin a total of over one hundred thousand dollars 

on various dates during 2017 through 2020, some of which was derived from the Pages’ illegal 

sale of stock.   

VIOLATIONS 

9. As a result of the conduct alleged herein, Cattlin and Shupe violated, and unless 

restrained and enjoined will continue to violate, Sections 17(a)(1), and 17(a)(3) of the Securities 

Act of 1933 (“Securities Act”) [15 U.S.C. §77q(1), (3)], and Section 10(b) of the Securities 

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c) 

thereunder [17 C.F.R. §240.10b-5(a), (c)].  Cattlin and Shupe also aided and abetted, and unless 

restrained and enjoined will continue to aid and abet, the Pages’ violations of Sections 17(a)(1), 

and 17(a)(3) of the Securities Act, and Section 10(b) of the Exchange Act and Rules 10b-5(a) 

and (c) thereunder. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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10. The Commission seeks a permanent injunction against Cattlin and Shupe, 

enjoining them from engaging in the transactions, acts, practices, and courses of business alleged 

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

Complaint, together with prejudgment interest, pursuant to Section 21(d)(7) of the Exchange Act 

[15 U.S.C. §78u(d)(7)], civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. 

§77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; an order barring 

Cattlin and Shupe from participating in any offering of a penny stock, pursuant to Section 20(g) 

of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21(d) of the Exchange Act [15 U.S.C. 

§78u(d)]; an order barring Cattlin and Shupe from serving as officers and directors of a public 

company pursuant to pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)] and 

Section 21(d)(2) of the Exchange Act [15 U.S.C. §78u(d)(2)]; and such other relief as the Court 

may deem appropriate. 

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. §77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C. §§78u(d), 78u(e), and 78aa]. 

12. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and 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, and were effected, directly or indirectly, by making use of means 

or instrumentalities of transportation or communication in interstate commerce, or the mails.  For 

example, during the period described in this Complaint, individuals who reside in the Eastern 

District of New York purchased the stock of EnviroTech and BioHemp.  

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DEFENDANTS 

13. Daniel Cattlin, age 33, is a citizen and resident of the United Kingdom. 

14. William Shupe, age 66, is a United States citizen and a resident of Lindon, Utah.  

He is a disbarred lawyer formerly admitted to the bar of the state of Utah. 

RELATED PARTIES 

15. EnviroTech currently represents in public filings that it develops and markets 

organic products for diverse industries including the cannabis industry.  EnviroTech is a 

Delaware corporation that was incorporated in 1996 under the name HIS of Virginia, Inc., later 

changed its name to Healthnostics, Inc., and then changed its name to EnviroTech.  EnviroTech 

is currently headquartered in Pleasant Grove, Utah.  EnviroTech stock (Ticker: ETII) is quoted 

on the OTC Markets (defined below).   

16. BioHemp is a Nevada corporation that purportedly has a principal place of 

business in New York, New York.  BioHemp was originally incorporated in Nevada in August 

2012 as Book It Local Inc., later changed its name to Blake Insomnia Therapeutics, Inc. 

(“Blake”), and then changed its name to BioHemp International, Inc.  In August 2013, Book It 

Local registered a class of its securities with the Commission under Section 12(g) of the 

Exchange Act.  As a result of that registration, the company had an obligation under Section 

15(d) of the Exchange Act to file periodic and other reports with the Commission.  During the 

time period at issue in this Complaint, BioHemp stock (Ticker: BKIT) was quoted on the OTC 

Markets.  The Commission suspended trading in BioHemp stock for 10 days effective July 26, 

2019, and on September 1, 2021, the Commission revoked the registration of its shares under the 

Exchange Act for failure to comply with its reporting obligations.  

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17. Cyberfort is a Nevada corporation, currently headquartered in San Francisco, 

California.  Since 2016, Cyberfort has represented in public filings that it is focused on providing 

cybersecurity technology.  Cyberfort’s stock (Ticker: CYBF) is quoted on the OTC Markets.  

Between April 2013 and April 2020, Cyberfort’s shares were registered with the Commission 

under Section 12(g) of the Exchange Act. 

BACKGROUND 

18. Persons who control companies which have stock that is sold to the public 

(“control persons”) are subject to a variety of legal and regulatory requirements.  Such 

registration requirements, sale restrictions, and disclosure obligations are safeguards designed to 

inform investors about the nature of the stock they are holding or considering buying, and from 

whom they would be buying that stock.   

19. Before selling stock, control persons are required to: (a) register the stock sales 

with the Commission pursuant to Section 5 of the Securities Act [15 U.S.C. §77e]; (b) sell the 

stock pursuant to an applicable exemption from registration; or (c) sell the stock pursuant to 

conditions set forth in SEC Rule 144 [17 C.F.R. §240.144], including limitations on the amount 

of stock a control person can legally sell.  Also, investors in certain public companies are 

required publicly to disclose any ownership interest in excess of 5% of the company’s publicly 

traded stock.   

20. “Restricted stock” includes stock of a company whose shares are traded publicly 

(also known as an “issuer”) that has been acquired from an issuer, or an affiliate of an issuer, in a 

private transaction that is not registered with the Commission.  In addition, stock held by an 

issuer or affiliate of an issuer is restricted stock.  Absent an exemption under the federal 

securities laws and rules, restricted stock cannot legally be offered or sold to the public unless a 

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securities registration statement has been filed with the Commission (for an offer) or is in effect 

(for a sale).  A registration statement contains important information about an issuer’s business 

operations, financial condition, results of operations, risk factors, and management.  It also 

discloses any person or group who is the beneficial owner of more than 5% of the company’s 

securities.   

21. An “affiliate” of an issuer is a person or entity that, directly or indirectly through 

one or more intermediaries, controls, is controlled by, or is under common control with, such 

issuer (i.e., a control person).  “Control” means the power to direct management and policies of 

the company in question.  Affiliates include officers, directors and controlling shareholders, as 

well as any person who is under “common control” with or has common control of an issuer.  As 

used herein, the term “control group” means a group that collectively is an “affiliate” of an 

issuer.   

22. “Unrestricted stock” is stock that may legally be offered and sold in the public 

securities marketplace by a non-affiliate, ordinarily after having previously been subject to a 

registration statement filed with the Commission.  Registration statements are transaction 

specific, however, and apply to each separate offer and sale as detailed in the registration 

statement.  Registration, therefore, does not attach to the security itself, and registration at one 

stage for one party does not necessarily suffice to register subsequent offers and sales by the 

same or different parties.  Thus, when a control person buys publicly-traded or otherwise 

unrestricted shares in a company s/he controls, those shares automatically become subject to the 

legal restrictions on sales by an affiliate, which strictly limit the quantity of shares that may be 

sold in the public markets absent registration.  Without registration, affiliates are prohibited from 

selling large quantities of an issuer’s shares, regardless of how the affiliates obtained those 

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shares.   

23. A “transfer agent” is a company that, among other things, issues and cancels 

certificates of a company’s stock to reflect changes in ownership.  Many companies that have 

publicly traded securities use transfer agents to keep track of the individuals and entities that own 

their stock.  Transfer agents routinely keep track of whether shares are restricted from resale. 

24. Over-the-Counter (“OTC”) Markets, Inc. is a stock quotation service that 

facilitates public trading of shares in public companies that are not otherwise listed on national 

securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that 

do not have an obligation to file reports with the Commission may choose to file public reports 

(such as quarterly and annual statements) on the OTC Markets website for investors to review 

and consider when making investment decisions.   

FACTUAL ALLEGATIONS 

ENVIROTECH SCHEME TO DEFRAUD 

25. Shupe, the Pages, and their associates schemed illegally to sell the stock of 

EnviroTech by, among other things, disguising the Pages’ control of the company and disguising 

the Pages’ ownership of shares that they ultimately dumped into the public markets.   

26. Shupe has been friendly with Timothy Page for several decades.  He also 

developed a relationship with Timothy Page’s son, Trevor Page, in or around 2015.  Shupe 

contacted the Pages in 2016 because he wanted their assistance with expanding a company to 

develop and sell nontoxic cleaning products that he wanted to commercialize.   

27. The Pages introduced Shupe to one of their associates (“Person A”) who 

controlled a dormant public shell company named, at the time, Healthnostics Inc.  A public 

“shell company” typically has publicly-traded stock, but has no or nominal operations.  The 

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Pages and Person A negotiated with Shupe and his business partners to reverse merge their 

privately-owned cleaning products company into Healthnostics.  As a consequence of that 

transaction, which was effective on July 1, 2016, Healthnostics changed its name to EnviroTech 

and its stock trading symbol to ETII.  Healthnostics’ former management resigned and was 

replaced by Shupe and his business partners, and the number of outstanding common shares of 

EnviroTech was reduced.   

28. As a result of his company’s merger into Healthnostics, Shupe became the 

Secretary of EnviroTech and later became a member of its Board of Directors, which enabled 

him to direct the company to facilitate the Pages’ eventual illegal stock sales.  Shupe and his 

business partners, as well as Person A, owned large blocks of restricted EnviroTech stock after 

this transaction.  As discussed above, restricted stock cannot be traded in the public stock market. 

29. Shupe understood that the merger of his private company with a publicly traded 

shell company would benefit him by potentially giving him access to funds to develop and 

commercialize the cleaning products he wanted to sell.  Shupe also knew how the Pages would 

benefit.  Shupe participated in conversations with the Pages and Person A in 2016 during which 

the parties expressed their plan that the Pages and Person A would secretly control EnviroTech’s 

unrestricted stock, would tout that stock as a good investment to investors, and would sell it 

through nominee companies that the Pages controlled, without disclosing the Pages’ control.  

During those discussions, Shupe was informed that he would receive financing for EnviroTech 

through the Pages’ sales of EnviroTech stock. 

30. Shupe was a former lawyer, a businessman, and an officer of a public company at 

the time of these conversations with the Pages and Person A.  He knew, or was reckless or 

negligent in not knowing, that the Pages and Person A were affiliates of EnviroTech because 

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11 
 

they had the power to control the company and its stock.  The Pages’ power to control 

EnviroTech derived in part from their ability to instruct and direct Shupe, one of EnviroTech’s 

directors. 

Pages’ Stock Control over EnviroTech 

31. Between mid-2016 and May 2017, Shupe assisted the Pages in acquiring, through 

various foreign nominee corporations under their control, almost all of EnviroTech’s unrestricted 

stock.  As Shupe knew, or recklessly or negligently disregarded, the Pages’ control over almost 

all of EnviroTech’s unrestricted stock enabled the Pages to control the market price per share and 

volume for the stock when they sold it to unsuspecting investors.   

32. Shupe communicated with the Pages and with Person A about EnviroTech in 

several ways, including through an encrypted email application (referred to herein as “Encrypted 

Email”).  The Pages and Person A used code names when they communicated with Shupe by 

Encrypted Email. 

33. In September 2016, three foreign entities controlled by the Pages, Red Crane Ltd. 

(“Red Crane”), Ticino Capital, Ltd. (“Ticino”) and Car Rus Consulting (“Car Rus”), each 

acquired a class of stock that could be converted into EnviroTech common stock (i.e., a type of 

stock that can typically be traded in the public securities markets if it is unrestricted).  These 

three Page entities all exercised their conversion rights in October 2016, making them the owners 

of a total of 30,000,000 common shares of EnviroTech.   

34. As a matter of law, because the Pages were control persons of EnviroTech, the 

30,000,000 shares held by the Pages were restricted shares.  That is, without registration or an 

exemption, the Pages could not sell their shares into the market in bulk and were strictly limited 

in the number of shares they could sell. 

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35.   In order to fraudulently conceal their control and ownership, the Pages and 

Person A set out to divide their common stock among multiple nominee entities, so that each 

entity would own less than 5% of EnviroTech’s total outstanding common stock.  As Shupe 

knew, or recklessly or negligently disregarded, brokerage firms often applied additional scrutiny 

to shareholders owning 5% or more, and the securities laws require disclosure of shareholders 

owning 5% or more of some companies.   

36. Person A, the Pages and Shupe discussed the need to keep each entity’s 

ownership under 5% in order to fraudulently conceal the Pages’ ownership from investors.  As 

Shupe knew, or recklessly or negligently disregarded, EnviroTech’s OTC Markets filings 

included disclosures that purported to list the company’s “Officers, Directors, and Control 

Persons,” with “control persons” defined as “beneficial owners of more than five percent (5%) of 

any class of the issuer’s equity securities.”  EnviroTech never disclosed the Pages as “control 

persons.”   

37. In his role as Secretary and Director of EnviroTech, Shupe assisted the Pages in 

transferring EnviroTech shares from their three companies (Red Crane, Ticino and Car Rus) to 

additional nominees that were made available by illegal trading platforms that were in the 

business of facilitating illegal stock sales.  For example, on or about November 25, 2016, Shupe 

signed a signature indemnification form on behalf of EnviroTech for Red Crane’s transfer of 9 

million shares to another nominee controlled by an illegal trading platform.1  Person A sent the 

transfer agent a similar signature indemnification form purportedly bearing Shupe’s signature for 

Ticino’s transfer of 10 million shares on or about April 10, 2017. 

                                                           
1 The Commission sued this illegal trading platform and described its operations, in SEC v. Bajic et al., No. 20-cv-
007 (S.D.N.Y. filed Jan. 2, 2020). 

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38. Shortly thereafter, Shupe and Person A facilitated the assignment of portions of a 

promissory note from Person A’s company to Norfolk Heights Ltd. and to another foreign entity 

(“Company A”), both of which agreed to act at the direction of the Pages.  Norfolk Heights was a 

nominee of the same illegal trading platform described above that agreed to trade the Pages’ 

shares at their direction.  Company A provided similar services to the Pages.  The Pages then 

arranged to have Norfolk Heights and Company A convert their portions of the promissory note 

into a total of 20,000,000 additional common shares of EnviroTech in 2017.  Using Encrypted 

Email, Tim Page informed Person A that Company A would be “the entity for the new issuance 

of stock from [EnviroTech]” and asked Person A to “[p]lease liaise with Shupe and get him all 

the paperwork he needs to sign.”  

39. On behalf of EnviroTech, Shupe signed the Assignment of Promissory Note for 

both assignments to Norfolk Heights and Company A—thus enabling the Pages secretly to dump 

their undisclosed EnviroTech shares through another layer of nominee entities—and informed 

EnviroTech’s transfer agent that EnviroTech would pay the fees associated with transferring 

EnviroTech’s stock to Norfolk Heights and Company A.   

40. The table below illustrates the stock transfers to the Pages’ entities as described in 

paragraphs 33 through 39 above.  Shupe knew, or was reckless in not knowing, that the Pages 

and Person A orchestrated the distribution of stock shown in this chart.  Red Crane, Ticino, Car 

Rus, Norfolk Heights and Company A were controlled by, or held stock on behalf of, the Pages.   

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The Pages’ Illegal Sales of EnviroTech Stock 

41. Red Crane Ltd. then transferred its shares to another foreign nominee company 

that was controlled by one of the illegal trading platforms described above.  These illegal 

platforms sold penny stocks like EnviroTech for various control groups, like the Pages.  Between 

approximately February 2017 and May 2018, the Pages and others with whom they were 

coordinating arranged for the illegal trading platform to dump their EnviroTech stock.  The sales 

occurred in two waves: February through June 2017 and February through May 2018. 

42. During the time period from February through June 2017, the Pages sold, through 

the illegal trading platform, approximately 3.9 million shares of EnviroTech stock for proceeds 

of approximately $3.7 million.  At the same time, the Pages paid for digital stock promotional 

campaigns to encourage investors to purchase the EnviroTech stock they were dumping into the 

market.   

43. Shupe, as an EnviroTech officer and director, played a critical role in clearing an 

unforeseen obstacle to the Pages’ effort to cash in on their 2017 promotional campaign by 

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dumping EnviroTech shares.  On April 19, 2017, Tim Page sent an Encrypted Email message to 

Shupe, Person A and Trevor Page informing them that “[w]e have a problem that really needs to 

be solved now that we are going into digital.”  Tim Page informed the recipients that certain 

brokerage firms would not allow investors to purchase EnviroTech shares because of a pending 

dividend and said that “if we cannot get it sorted out then we are dead in the water,” meaning 

that they would be unable to sell their EnviroTech shares into the demand created by the 

promotional campaigns they were funding.  Tim Page asked Person A and Shupe to get the 

situation fixed this week because “its really getting this situation sorted out or no/very little 

trading in the stock.” 

44. Shupe responded to Tim Page via Encrypted Email on April 20, 2017, reporting 

on his progress in resolving the dividend problem.  He also reported that he would prepare the 

required Board of Directors resolution and would work with the brokerage firms to allow their 

customers to resume purchases of EnviroTech, all of which Shupe knowingly, recklessly or 

negligently did to facilitate the Pages’ fraudulent stock sales.   

45. The following day, Shupe sent to Person A via Encrypted Email documents to 

facilitate a stock conversion by Company A, including Shupe’s signature on the Assignment of 

Promissory Note described in paragraphs 38-39 above.  In the accompanying message, Shupe 

asked whether he could do anything to help with the brokerage firm “mess” and told Person A 

that “Tim [Page] is very concerned that we have some resolution so we don’t lose our current IR 

[investor relations/promotions] partner.”  These communications show Shupe’s understanding 

that the Pages were promoting EnviroTech stock to sell their own shares. 

46. As an officer and director of EnviroTech, Shupe played a central role in the 

Pages’ effort to dump additional shares, following the 2017 promotion campaign.  Shupe’s 

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ability to control the issuance and recall of shares helped to ensure that the Pages – rather than 

the investors who had bought the 3.9 million shares the Pages dumped in 2017 – would reap the 

rewards of any additional promotional campaign. 

47. The Pages, Person A and Shupe regrouped in August 2017 to decide what to do 

next with EnviroTech shares.  They developed a plan to effect a reverse split of EnviroTech 

shares in which each 8 shares would be exchanged for 1 share.  Person A sent Shupe and Tim 

Page, via Encrypted Email, a list of cost estimates to do the reverse split and described the timing 

of the steps that would need to happen.  Tim Page responded that Trevor Page could organize 

payment of the fees and he wanted to get the split done “as soon as possible so that we can start 

[selling] again as close to September as possible.”  Person A then asked Tim Page if he had 

spoken with Shupe “about restructuring the outstanding shares post-split.”  Tim Page responded 

to Person A that he had discussed it with Shupe and detailed the prior promotions and share sales 

and the amounts of shares the Pages intended to sell going forward. 

48. The Pages’ sales of EnviroTech stock in the spring of 2018 generated an 

additional approximately $800,000 in profits.  In total, between February 2017 and May 2018, 

the Pages’ sales of EnviroTech stock generated proceeds of more than $4.5 million. 

The Pages Kicked Back Stock Sale Proceeds to EnviroTech Through Shupe 

49. The Pages were a significant source of funding for EnviroTech’s business 

operations between March 2017 and May 2019.  Shupe helped the Pages conceal the fact that 

they were the source of that funding to avoid the appearance that the Pages controlled 

EnviroTech.  Tim Page arranged to fund EnviroTech’s operations by transferring funds from 

several accounts he and Trevor Page controlled to an account controlled by Shupe in the name of 

Dentasource LLC (“Dentasource”), which in turn transferred the funds to EnviroTech.  In 

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testimony under oath, Shupe described Dentasource as a dormant company whose bank account 

he used for personal expenses and testified that “[i]t was nothing more than an extension of me.”  

Examples of transfers follow: 

a. On or about March 7, 2017, Tim Page paid $16,961.65 from his personal bank 

account to Dentasource.  On March 8, 2017, Dentasource wired $15,000 to 

EnviroTech.  Following this wire transfer, the remaining balance in Dentasource’s 

account was less than $3,600. 

b. On or about March 21, 2017, Ticino paid $49,980 to Dentasource.  On the same 

day, Dentasource wired $49,950 to EnviroTech.  Following this wire transfer, the 

remaining balance in Dentasource’s account was less than $900. 

c. On or about October 16, 2018, another foreign entity controlled by the Pages paid 

$14,966 to Dentasource.  On October 17, 2018, Dentasource wired $14,960 to 

EnviroTech.  Following this wire transfer, the remaining balance in Dentasource’s 

account was less than $400. 

50. In total, between March 2017 and May 2019, the Pages sent Dentasource 

$223,214.65 from three foreign entities they controlled and from Tim Page’s personal bank 

account.  In addition, in December 2018, a company controlled by Person A sent Dentasource 

$14,900, for a total of $238,114.65.  The Pages sent these funds to Dentasource at the same time 

they were selling EnviroTech stock, as well as the stock of BioHemp and other companies they 

controlled.   

51. Of the $238,114.65 that Shupe received into Dentasource’s account, he sent 

$232,226.66 to EnviroTech.   

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52. Shupe knew, or was reckless or negligent in not knowing, that he was funneling 

money from the Pages to EnviroTech to conceal the Pages’ involvement in financing the 

company.  Shupe also knew, or was reckless or negligent in not knowing, that EnviroTech’s 

financing was coming from sales of its stock by company affiliates that were not being disclosed 

as such in EnviroTech’s filings on OTC Markets.  Shupe also knew, or was reckless or negligent 

in not knowing, that the Pages—as affiliates of EnviroTech—were legally prohibited from 

selling the company’s stock without an effective registration statement or following Commission 

Rule 144 safe harbor provisions—neither of which the Pages, or the entities they controlled, did.   

53. As an additional step to obfuscate the Pages’ role in financing EnviroTech, Shupe 

agreed to sign a series of promissory notes between Dentasource and Tim Page (or Tim Page’s 

companies) to create the false appearance that the money the Pages were sending Dentasource 

resulted from a loan arrangement.  There was in fact no such loan agreement. 

54. For example, Shupe signed four promissory notes - dated August 25, 2017, 

October 16, 2018, March 20, 2019 and May 24, 2019 - obligating Dentasource to repay one of 

the Pages’ foreign entities or Tim Page the recited “loan amounts.”  

55. Shupe then executed corresponding promissory notes between Dentasource and 

EnviroTech that required EnviroTech to repay Dentasource or to convert the loan into 

EnviroTech stock.  Shupe admitted in testimony under oath that he did not view the Dentasource 

notes to Tim Page and the Page entities as real liabilities of Dentasource, that Dentasource was a 

“pure pass-through,” and that the substance of the transactions was for the Pages to loan money 

to EnviroTech that would eventually be converted into stock for the Pages. 

56. Shupe, as an officer of EnviroTech, understood that EnviroTech’s true creditor 

was the Pages and that the Pages’ names and role were not disclosed in any of EnviroTech’s 

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filings.  Shupe schemed to defraud investors by concealing the material fact of the Pages’ control 

over and relationship with EnviroTech, and their control over a significant percentage of its 

stock.   

BLAKE/BIOHEMP SCHEME TO DEFRAUD 

57. Shupe also knowingly, recklessly, or negligently assisted the Pages and their 

associates with their illegal scheme to sell the stock of BioHemp by, among other things, 

disguising the Pages’ control of the company.   

58. In or about January 2018, Tim and Trevor Page took control of BioHemp with 

Shupe’s assistance. 

Shupe Was a Front for the Pages’ Control of BioHemp’s stock 

59. Tim and Trevor Page schemed illegally to sell the stock of BioHemp by, among 

other things, disguising their control of the company through Cattlin and Shupe.   

60. First, in early 2018, Trevor Page called Shupe and asked Shupe to form a 

company to hold the shares of a company then called Blake Insomnia Therapeutics, Inc. 

(“Blake”) that the Pages were planning to acquire.  Shupe agreed and formed a company called 

FJ Investments International, Inc. (“FJ Investments”).  Shupe was designated as the President 

and sole director of FJ Investments.  By agreeing to this arrangement, Shupe knowingly, 

recklessly, or negligently concealed the fact that the Pages were the actual beneficiaries of the 

stock held by FJ Investments.  

61. On or about January 31, 2018, the then-current chief executive officer of Blake 

agreed to sell his 18,000,000 restricted shares of Blake stock—which was then 60% of the 

company’s outstanding shares—to FJ Investments.   

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62. In connection with purchasing the then-CEO of Blake’s shares, Shupe signed a 

promissory note on behalf of FJ Investments dated February 1, 2018, which obligated FJ 

Investments to pay the then-CEO of Blake $5,000 on March 1, 2018.  Shupe stated in testimony 

under oath that he took instructions from Trevor Page and Person A in connection with FJ 

Investments’ acquisition of Blake shares. 

63.    Under Shupe’s direction, FJ Investments obtained control of 60% of Blake’s 

shares.  Shupe did not, however, make the payment that was required by the promissory note.  

Shupe knew that he was holding those shares on behalf of the Pages and their associates, and did 

not view them as a liability that he or FJ Investments owed to the then-CEO of Blake.  Shupe 

admitted in testimony under oath that he saw himself “more as a nominal participant here than an 

actual participant,” that he “never really saw [him]self as owning that stock,” and that he just 

“assumed” that the promissory note would be paid by Trevor Page or his associates.    

64. Also in early February, the Pages and their associates arranged, via Shupe and FJ 

Investments, which then controlled Blake’s stock, to install Cattlin as the new Blake Chief 

Executive Officer.  Cattlin, like Shupe, took direction from the Pages.  

65. On or about February 1, 2018, Blake publicly disclosed in a Form 10-K filed with 

the Commission that “our Board of Directors appointed Daniel Cattlin as our President, Chief 

Executive Officer, Secretary, and Chief Financial Officer, Treasurer, and Director.”  By this 

filing, Cattlin became the sole Director of Blake; the only member of Blake’s “board of 

directors” until February 1, 2018 was the chief executive officer who had agreed to cede control 

of the company to the Pages via FJ Investments. 

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66. On February 1, 2018, the previous chief executive officer of Blake resigned “from 

all officer positions and as a member of the board of directors,” thereby paving the way for 

Cattlin to have complete control of Blake on the Pages’ behalf.   

67. Cattlin knew that he was operating as the Pages’ inside man and facilitating their 

secret control of the company.  Below are several examples of Cattlin working with the Pages. 

68. In or about June 2018, Cattlin paid a vendor for Blake with a credit card issued in 

the name of Tim Page’s wife.  The purpose of the payment was to facilitate Blake’s filing of 

public reports required by the Commission.      

69. Several months later, in September 2018, Shupe signed documents that were sent 

to Blake’s transfer agent to correct the name of FJ Investments on its Blake stock certificates.  

He signed these documents at the instruction of Trevor Page, Person A and Cattlin, who were 

functioning, together as a group, as the management of Blake and who, according to Shupe, were 

anxious to get shares reissued in the correct name. 

70. At the time that Shupe took these actions on behalf of the Pages, he knew that 

Tim Page had previously been charged with securities fraud by the Securities and Exchange 

Commission, but Shupe claimed in testimony under oath that this did not raise concerns for him 

when the Pages were asking him to hold the majority block of stock in a public company.   

71. In September 2018, Cattlin coordinated with the Pages, Person A and Shupe about 

how to respond to a subpoena issued to Blake by the Commission —because Cattlin knew the 

Pages funded Blake’s operations and otherwise had the power to control Blake and also knew 

that Person A and Shupe were also part of the scheme.  Specifically: 

a. On or about September 12, 2018, Cattlin—using Encrypted Email—forwarded to 

the Pages and Person A an email that Cattlin had received from Commission 

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staff.  The subject line of the email was “Re: SEC Investigation.”  In the email, 

Cattlin wrote, among other things: “Received the below email and attached form 

from the SEC regarding the investigation of BKIT [Blake].  Can we please have 

a call to discuss[?]”.  On the same day, Person A wrote: “[i]t would be important 

to have Bill [Shupe] on this call as well re FJ [Investments]” and Cattlin 

promptly replied: “I agree. We really need to prepare for this.  As the last thing 

we want to happen is for it to drag on and get more in-depth.”  Also on 

September 12, 2018, Cattlin noted: “[The Commission is] specifically asking 

how i became involved with BKIT.  So we should definitely write up how this 

happened, with every possible question they could ask relating to it.”  Cattlin 

included the Pages on each email.    

b. Later that day, Cattlin—using Encrypted Email—sent a message to the Pages and 

Person A with the subject line: “Subpoena.”  Among other things, Cattlin—

anticipating questions from the Commission that he had flagged in the initial 

series of emails on September 12—summarized Cattlin’s proposal to describe 

falsely his initial introduction to Blake as follows: “My first contact with FJ 

Investments, Inc. [] was around the end of September 2017, when I received a call 

from Bill Shupe offering potential investment for my company.  We began 

negotiations for FJ Investments to fund the company, which progressed into the 

new year.  In January 2018, he came to me with the opportunity to work with him 

to bring Blake Insomnia, which was behind in its filings, up to date.  He was 

finalizing talks with the current CEO [to] purchase the control block and bring in 

new management . . . .”  As Cattlin and Shupe both knew, this chronology was 

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false.  In actuality, in January 2018, the Pages asked Shupe to purchase the Blake 

“control block” of restricted shares owned by the prior CEO and the Pages – not 

Shupe – worked with Blake to get its filings up to date so it would appear 

attractive to investors.  Cattlin further opined: “Questions they [the Commission] 

could ask . . . Who funds the operations of BKIT [Blake].”  As Cattlin knew, the 

Pages funded the operations of Blake.  Cattlin’s comment reflects his awareness 

that the Pages’ intent was to conceal their relationship to Blake. 

c. Several days later, on September 17, 2018, Cattlin again wrote to Person A and 

the Pages about what to say to the Commission and asked “has anyone heard from 

Bill [Shupe]?”  Trevor Page responded promptly and told Cattlin that Shupe had 

just contacted him via Encrypted Email.   

d. Between September 14 and 20, 2018, Shupe communicated by Encrypted Email 

with the Pages, Person A and Cattlin and took the lead role in retaining counsel to 

represent Cattlin and Blake in responding to the Commission’s investigation.  

e. By September 24, 2018, before Shupe completed the arrangements to retain 

counsel for Cattlin and Blake, Shupe sent Cattlin a message by Encrypted Email 

directing Cattlin about what to say to the Commission’s investigator. 

f. On October 4, 2018, after Shupe had retained counsel to represent Cattlin and 

Blake, Cattlin wrote to Shupe by Encrypted Email to say that the counsel wanted 

a written description of how Cattlin was introduced to Blake.  Cattlin drafted an 

explanation, which Shupe rewrote.  Shupe’s rewrite misrepresented his role in 

introducing Cattlin to Blake, and misrepresented Shupe’s role in negotiating with 

the former CEO of Blake to purchase his control block shares.  Significantly, 

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while Shupe’s rewrite mentioned the involvement of Person A, it said nothing 

about the role of the Pages. 

72. In or about October 2018, Shupe and Cattlin effected corporate transactions in 

order to consolidate the Pages’ secret control of the shares of Blake that were available for public 

trading.  Cattlin, in his role as officer and sole Director of Blake, caused Blake to execute a 1-

for-1,000 reverse split of its stock (1 share is exchanged for every 1,000 shares outstanding), 

which had the effect of (a) dramatically reducing the company’s existing shareholders (because 

any shareholder holding less than 1,000 shares would receive a payout instead of holding a 

fraction of a share); and (b) reducing the “float” (the company’s purportedly unrestricted stock 

that was available for trading) to approximately 11,000 shares.  As Shupe and Cattlin knew, or 

recklessly or negligently disregarded, this was a first step toward enabling the Pages to control 

virtually the entirety of the float such that the Pages could secretly control the market price per 

share and volume of Blake’s stock when they eventually dumped it on unsuspecting investors.   

73. In November 2018, Cattlin continued to confer with the Pages, Person A and 

Shupe about the Commission’s investigation into Blake.  For example, on or about November 7, 

2018, Cattlin sent an Encrypted Email message to the Pages, Person A and Shupe with the 

subject line “BKIT-SEC update.”  By this time, Cattlin had already caused Blake to provide 

documents to the Commission, and Cattlin sought guidance as to whether he should follow up 

with the Commission about the status of its investigation.  In response, Trevor Page wrote: “Ask 

Bill [Shupe], but I think you should leave it for the time being and we just proceed as before.  

We plan to do the name change soon, as soon as we have completed the negotiations with the 

new asset holders.”  Shupe then responded “Yes – let the bear [the Commission] hibernate!” 

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74. Trevor Page’s reference to the “name change” concerned the Pages’ efforts to 

pivot the company’s purported line of business.  As of November 2018, the company was called 

Blake Insomnia Therapeutics, Inc.—and purported to be a pharmaceutical company devoted to 

improving quality of life for people with insomnia.   

75. During 2018 and 2019, Cattlin knowingly, recklessly, or negligently failed to 

disclose to investors the Pages’ beneficial ownership interest in Blake’s stock.  Cattlin signed a 

Form 10-K for Blake dated February 19, 2019 (for the annual period ended August 31, 2018) 

that purported to disclose all beneficial owners of more than five percent of Blake’s stock, but 

only FJ Investments was identified.  It did not mention the Pages.   

76. In June 2019, as Trevor Page had foreshadowed in November 2018, the company 

was renamed BioHemp International Inc. and purportedly became a distributor of cannabidiol 

products.  As Cattlin and Shupe knew, the Pages had the power to change the company’s name 

and to complete negotiations for a new business model because they controlled the company.   

77. In March 2019, Cattlin caused Blake to issue 25,000,000 restricted shares to FJ 

Investments, the “nominee” company controlled by Shupe on behalf of the Pages.  Shupe agreed 

to hold these shares for the Pages and their associates, which had the effect of continuing to 

conceal the Pages’ ownership of Blake shares from investors.  Blake announced that the issuance 

was “in preparation of a pending acquisition and investment agreement.”   

78. In actuality, as Cattlin and Shupe knew or recklessly or negligently disregarded, 

the issuance of additional shares to the Pages was not connected to any acquisition or investment 

agreement.  Rather, the purpose was to consolidate the Pages’ control over Blake and its 

outstanding stock.  As of March 2019, as a result of this new share issuance, the Pages controlled 

99.99% of Blake’s outstanding stock through FJ Investments.   

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79. On or about March 20, 2019, Cattlin sent an encrypted email to the Pages and 

Person A seeking their input on a response Cattlin was preparing to another Commission inquiry.  

This time, the Commission had asked, in substance, why Tim Page’s wife had made payments to 

a vendor on behalf of Blake.  Cattlin cleared his proposed response with the Pages because he 

knew that they were ultimately responsible for the payment, and in control of the company.     

Cattlin Oversaw the Issuance of BioHemp Stock to the Pages 

80. Between May and July 2019, Cattlin caused Blake/BioHemp to issue more stock 

to various nominee entities controlled by Tim and Trevor Page.   

81. For example, on or about May 8, 2019, Blake issued 1,227,273 shares to 

Emergent Investments Co. Ltd. (“Emergent”), which Cattlin knew, or recklessly or negligently 

disregarded, was controlled by the Pages.  Cattlin submitted the stock transfer paperwork to 

Blake’s transfer agent to facilitate the issuance.   

82. Cattlin arranged the transfer of stock to Emergent and other Page-controlled 

nominee entities in 2019 to facilitate the Pages’ efforts to conceal their significant control of 

Blake’s/BioHemp’s stock.   

83. Cattlin knew that the Pages, by virtue of their beneficial ownership through 

various nominee shareholders of more than 10% of BioHemp’s stock, were affiliates of the 

issuer.  Accordingly, the Pages were legally required to register their BioHemp shares (and 

disclose information about their plans to sell stock) in a public filing with the Commission.  

Instead, the Pages used an attorney to falsely represent to Blake’s/BioHemp’s transfer agent that 

Emergent (and other Page entities) were not affiliates of the company.  In turn, the transfer 

agent—in reliance on those false representations—enabled the Pages to sell Blake/BioHemp 

shares without registration, as reflected in the tables below: 

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Shupe Was a Front for the Pages’ Payments to BioHemp 

84. In addition to serving as a front to conceal the Pages’ control over BioHemp, by 

allowing the Pages to direct FJ Investments, Shupe also served as a front to conceal the Pages’ 

payment of BioHemp’s expenses. 

85. In or about February 2018, shortly after Shupe formed FJ Investments, Trevor 

Page asked Shupe to open a bank account for FJ Investments.  At the further request of the Pages 

and Cattlin, Shupe used the FJ Investments bank account to receive money from the Pages and to 

pay it out for expenditures related to BioHemp. Though Shupe was the only person with the 

authority to make payments from FJ Investments’ bank account, he authorized Cattlin to use the 

debit card associated with the account. 

86. For example, on May 30, 2019, Tim Page asked Shupe via Encrypted Email 

“what funds we have in FJ [Investments] and BKIT please?”  Shupe responded that BioHemp’s 

account has “$0 – this has been a small balance since opened.  I put $50 or so dollars in when 

necessary to keep it open.  FJ: $14,177.90.  Testre: $1,572.48.”   

MONTH EMERGENT INVESTMENTS 
COMPANY

PORRIMA LTD WELLESLEY HOLDINGS LTD TOTAL

May-19 337,329                                           337,329               
Jun-19 426,744                                           919,388                                           1,346,132            
Jul-19 7,500                                               1,127,137                                        307,885                                           1,442,522            
TOTAL 771,573                                         1,127,137                                     1,227,273                                     3,125,983          

MONTH EMERGENT INVESTMENTS 
COMPANY

PORRIMA LTD WELLESLEY HOLDINGS LTD TOTAL

May-19 391,555$                                         391,555$             
Jun-19 531,777$                                         1,364,174$                                      1,895,952$          
Jul-19 14,040$                                           753,239$                                         564,733$                                         1,332,011$          
TOTAL 937,373$                                      753,239$                                      1,928,907$                                   3,619,518$       

QUANTITY OF BIOHEMP STOCK SOLD

PROCEEDS OF BIOHEMP STOCK SOLD

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87. In total, between October 2018 and July 2019, Shupe received into the FJ 

Investments bank account a total of $80,246 in payments from the Pages or the foreign entities 

they controlled. 

88. On numerous dates in 2019, Shupe received instructions via Encrypted Email 

from the Pages and Cattlin to pay expenses for BioHemp through the FJ Investments bank 

account.  Shupe was asked to pay, among other items: fees to OTC Markets, payments to the 

Nevada Secretary of State for corporate filings, fees to BioHemp’s transfer agent for making its 

stock eligible for electronic transfer, and an invoice from the company that provided BioHemp’s 

virtual office. 

89. In total, between October 2018 and July 2019, Shupe directed FJ Investments to 

make $36,133 in payments for the benefit of BioHemp. 

90. Shupe maintained another corporate entity named Testre LP (“Testre”).  Testre 

had a bank account in the United States.  Just as Shupe allowed the Pages to use his FJ 

Investments bank account to funnel money to, or for the benefit of, BioHemp, Shupe also 

allowed the Pages to use his Testre bank account to move money in connection with their 

securities fraud schemes.  In total between December 2018 and January 2020, Shupe received 

about $159,941 into his Testre account from three foreign entities controlled by the Pages.  

These funds were the proceeds of the Pages’ securities fraud scheme.  Shupe wired all of these 

funds from Testre’s bank account to Tim Page’s personal accounts in foreign countries. 

91. Shupe knew, or was reckless or negligent in disregarding, that by allowing the 

Pages to use his entities to transfer money relating to BioHemp, he was facilitating the Pages’ 

concealment of their control over BioHemp. 

 

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Pages’ Illegal Stock Sales 

92. Between May and July 2019, the Pages obtained 3,818,813 shares of purportedly 

unrestricted BioHemp shares, through three foreign entities they controlled, which represented 

99.7% of BioHemp’s float (in light of the prior 1-for-1,000 reverse stock split). 

93. The Pages’ scheme to defraud BioHemp’s transfer agent and investors was 

successful, and the Pages ultimately dumped over 3.1 million shares of BioHemp into the 

market, for illegal proceeds of approximately $3.6 million. 

94. Shupe and Cattlin provided substantial assistance to the Pages’ scheme to illegally 

amass and dump millions of shares of BioHemp stock.  Shupe’s service in using FJ Investments 

as the front to hold the control block of BioHemp shares, and in allowing the Pages to pay 

BioHemp’s expenses without detection, set the stage for the Pages’ illegal stock sales.  Cattlin’s 

role as officer and sole director of Blake/BioHemp and his willingness to facilitate share 

transfers to the Pages’ nominees also enabled those sales.  

95. Shupe and Cattlin knew, or were reckless or negligent in not knowing, that the 

Pages were affiliates of BioHemp by virtue of their control over the company, and could not sell 

the shares they controlled unless they complied with the disclosure and registration requirements 

of the federal securities laws. 

CYBERFORT SCHEME TO DEFRAUD 

96. Cattlin and Shupe assisted the Pages and their associates with their illegal scheme 

to sell the stock of Cyberfort by, among other things, disguising the Pages’ control of the 

company.   

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97. On or about March 21, 2014, Cyberfort appointed Cattlin as its President, and on 

or about June 23, 2014, Cyberfort appointed Cattlin as the sole officer and director of the 

company. 

98. Cattlin continued to be the “President, Chief Executive Officer, Secretary, 

Treasurer and Director” of Cyberfort through at least March 10, 2020, which enabled him to 

control the daily operations of the company while the Pages stayed in the shadows. 

99. No later than early 2018, Tim and Trevor Page took control of Cyberfort with 

Cattlin’s and Shupe’s assistance. 

100. On or about February 19, 2018, the Pages -- through Ticino -- acquired a partial 

interest in a convertible promissory note issued by Cyberfort.  By the terms of the promissory 

note, Cyberfort promised to repay $150,000 or allow the note to be converted into Cyberfort 

stock in lieu of a monetary repayment.  Cattlin co-signed the assignment on behalf of Cyberfort.  

The assignment gave the Pages, through Ticino, the right to convert the partially assigned 

promissory note into 1,250,000 shares. 

101. Three days later, on or about February 22, 2018, the Pages -- through Car Rus -- 

acquired an additional partial interest in the same convertible promissory note.  Cattlin co-signed 

the assignment on behalf of Cyberfort.  The assignment gave the Pages, through Car Rus, the 

right to convert the partially assigned promissory note into 1,250,000 shares. 

102. In or about April 2018, the Pages—through Ticino—elected to convert the 

promissory note between Ticino and Cyberfort into 1,250,000 shares of Cyberfort.  On or about 

April 23, 2018, Cattlin signed a board resolution on behalf of Cyberfort agreeing to issue these 

shares to Ticino.   

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103. On or about June 18, 2018, the Pages—through Car Rus—elected to convert the 

promissory note between Car Rus and Cyberfort into 1,250,000 shares of Cyberfort.  On or about 

June 22, 2018, Cattlin signed a board resolution on behalf of Cyberfort agreeing to issue these 

shares to Car Rus. 

104. The transfer agent issued Cyberfort shares to Ticino and Car Rus, respectively, in 

June 2018 and July 2018.  

105. On or about September 10, 2018, the Pages, through Emergent, obtained another 

1,250,000 shares of Cyberfort.  This time, the original note holder partially converted the 

promissory note, and transferred the resulting shares to Emergent.  Cattlin knew that the Pages 

were ultimately behind Emergent.  For example, on or about September 10, 2018, Trevor Page 

sent an email to Cattlin and to Person A to finalize the deposit of these shares in which he wrote, 

among other things: “[j]ust received the [stock deposit instruction] for emergent back from 

broker.  Please find it attached.” 

106.  Upon completion of the three transactions, each conveying 1,250,000 shares, the 

Pages controlled – through Ticino, Car Rus and Emergent – virtually the entire float of 

Cyberfort.   

Shupe Was a Front for the Pages’ Control of Cyberfort’s stock 

107. In April 2018, the Pages asked Shupe, acting through FJ Investments, to hold the 

control block of Cyberfort shares, just like he held the control block of BioHemp shares. 

108. Cattlin, as Cyberfort’s sole director, signed a Unanimous Consent of the 

Cyberfort Board of Directors, dated April 19, 2018, by which Cyberfort issued 5 million shares 

of Cyberfort stock to Cattlin and 25 million shares of Cyberfort stock to FJ Investments, under 

the terms of a purported Financing Agreement between FJ Investments and Cyberfort.  

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109.  Cattlin delivered the Board of Directors authorization to Cyberfort’s transfer 

agent, with a request that the transfer agent issue the share certificates for his and FJ 

Investments’ shares on an expedited basis.  Cattlin further instructed the transfer agent to send FJ 

Investments’ shares to Shupe at his address. 

110. When they were issued, these 30 million shares owned by Cattlin and FJ 

Investments were over 95% of Cyberfort’s total outstanding shares.  These were restricted shares 

that could not be sold publicly without registration. 

111. Shupe took instructions from the Pages and their associates in connection with FJ 

Investments’ acquisition of Cyberfort shares, and knew, when he agreed to acquire those shares, 

that he was holding those shares on behalf of the Pages and their associates. 

112. The purpose in arranging for FJ Investments to hold a large block of Cyberfort 

shares was to reduce to less than 5% the percentage of Cyberfort shares held by the three foreign 

entities that the Pages controlled.  By this ruse, the Pages hid their control of Cyberfort, and 

created the false appearance that the shares they held in the names Ticino, Car Rus, and 

Emergent were eligible for public trading. 

113. Approximately one month after the 25 million shares were issued to FJ 

Investments, Cattlin provided Cyberfort’s transfer agent with a Cyberfort Board Resolution 

authorizing the issuance of 25 million shares to himself, and requested that the transfer agent 

issue a share certificate for those shares.  Cattlin’s cover email to the transfer agent also indicated 

that FJ Investments’ share certificate would be returned to the transfer agent for cancellation.   

114. Several months after FJ Investments had agreed to acquire 25 million Cyberfort 

shares, those shares were officially cancelled.  Shupe signed a Board Resolution of FJ 

Investments’ Board of Directors (of which he was the only member), dated July 31, 2018, stating 

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that it was in FJ Investments’ best interest to cancel its ownership of 18 million shares of 

Cyberfort and to cancel the share certificate representing its ownership of those shares.  Shupe 

also wrote a letter to Cyberfort’s transfer agent, dated July 30, 2018, returning FJ Investments’ 

certificate for 25 million Cyberfort shares and requesting that the share certificate be cancelled. 

115. During the time period that FJ Investments held Cyberfort stock, the Pages 

controlled over 99% of Cyberfort stock through a combination of their foreign entities, Cattlin 

and Shupe. 

Cattlin Facilitated the Pages’ Control Over Cyberfort’s Press Releases 

116. Cattlin, by virtue of his position as the sole officer and director of Cyberfort, was 

in a position to issue Cyberfort press releases that were designed to coordinate with and reinforce 

a promotional campaign to drive investor demand for Cyberfort stock.  Cattlin exercised that 

authority at the instruction of, and for the benefit of, the Pages. 

117. Cattlin knew, or was reckless in not knowing, that the Pages were affiliates of 

Cyberfort because they had the power to control the company.  The Pages could and did direct 

Cattlin to issue Cyberfort press releases and controlled the company through him. 

118. For example, on or about August 29, 2018, Cattlin wrote the following encrypted 

email to Person A: “[S]poke with finter [a code name for Trevor Page] and mud [a code name for 

Tim Page] this morning and they have asked me to get together a list of potential PRs [press 

releases] to run over the next 2 months.  They wanted 7.”   

119. In that same August 29, 2018 email, Cattlin described five press releases: (a) 

“CYBF Announce partnership with NNW,” “CYBF Acquires New Ad Block Technology, Just 

Content,” “CYBF Files Application to Upgrade to OTCQB,” “CYBF Releases New Just Content 

App After Successful Initial Funding,” and “CYBF Complete Rebranding of Viveo App.” 

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120. On or about September 8, 2018, Cattlin sent a proposed press release to the Pages 

and Person A via encrypted email.  The next day, Tim Page replied: “I like this PR.  Lets [sic] 

discuss it when we next talk. . . .”    

121. On or about September 10, 2018, Cattlin asked the Pages via encrypted email 

“Should I approve [the press release]?”  Trevor Page promptly replied: “If you approve then will 

it go out?  Just wondering if mud wanted to wait to wed to discuss or not. . . . Will call you . . . .”  

Cattlin replied: “FYI the PR is free and will be release[d] to 5000+ websites.”  The next day, on 

or about September 11, 2018, Tim Page replied: “Lets [sic] do it. They do [one] per week?  And 

no cost to us.  It’s a no brainer!!”  Cattlin then asked whether he should try to issue the press 

release before markets opened, and Trevor Page said “absolutely!!.”   

122. On or about September 14, 2018, Cattlin sought and obtained approval from the 

Pages to issue another Cyberfort press release.   

123. On or about September 20, 2018, Cattlin sent an encrypted email to the Pages and 

Person A and noted that Cyberfort’s marketing company (“NNW”) “created a twitter and 

Facebook page for Cyberfort, which I will get them to create a PR to go with it.  These events are 

all going to [be] happening very close to each other, which may not be the best thing for the 

brokers, but we can always rely on NNW to come up with some extra news.  And once funds are 

coming in, I think Updates for Just Content will be able to happen quite quickly.”    

124. Cattlin worked in concert with the Pages to issue press releases describing 

purported Cyberfort business developments “over the next 2 months” to encourage investors to 

buy Cyberfort stock.  As Cattlin knew, or was reckless or negligent in disregarding, at or about 

the same time, the Pages schemed illegally to sell Cyberfort stock into the markets.   

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125. Cattlin’s press releases painted a false and misleading picture of Cyberfort’s 

growth and development.  In actuality, and as Cattlin knew, any purported growth or 

development of Cyberfort was merely theoretical because Cattlin did not actually have the 

financing necessary to develop its business.  To that end, Cattlin expected that Cyberfort would 

eventually receive funding derived from the Pages’ illegal stock sales.  Specifically, Cattlin 

arranged with the Pages to provide financing to Cyberfort (thereby benefiting Cattlin) through 

the sale of unregistered securities that the Pages were legally required to register.  

Shupe Was a Front for the Pages’ Payments to Cyberfort 

126. In addition to serving as a front to hold the Pages’ stock in Cyberfort, Shupe also 

served as a front to conceal the Pages’ payment of Cyberfort’s expenses. 

127. As he did for BioHemp expenses, Shupe used the FJ Investments bank account to 

receive money from the Pages and to pay it out for expenditures related to Cyberfort. 

128. As described in paragraph 87 above, between October 2018 and July 2019, Shupe 

received into the FJ Investments bank account a total of $80,246 in payments from the Pages or 

the foreign entities they controlled. 

129. In total, between October 2018 and July 2019, Shupe directed FJ Investments to 

make $16,700 in payments for the benefit of Cyberfort.  These payments consisted of five 

payments made to Cyberfort’s auditors in May and July of 2019. 

130. Shupe knew, or was reckless or negligent in disregarding, that by allowing the 

Pages to use his entities to transfer money relating to Cyberfort, he was facilitating the Pages’ 

concealment of their control over Cyberfort. 

The Pages’ Illegal Stock Sales 

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131. In June and July 2018, the Pages deposited into a foreign brokerage account the 

2,500,000 shares of Cyberfort they had obtained through Ticino and Car Rus.  The Pages sold all 

of the Ticino shares they had deposited into the United States securities markets, from June 

through September 2018.   

132. Similarly, in October 2018, the Pages deposited into a foreign brokerage account 

the additional 1,250,000 shares of Cyberfort they had obtained through Emergent in September 

2018.  The Pages proceeded to direct the sale of about 20,000 of these shares into the United 

States securities markets in November and December 2018.   

133. The Pages’ scheme to defraud Cyberfort’s transfer agent and investors was 

successful, and the Pages sold at least 1.27 million shares of Cyberfort for illegal proceeds of at 

least $1.9 million. 

134. Cattlin and Shupe provided substantial assistance to the Pages’ Cyberfort scheme.  

Cattlin’s willingness to allow the Pages to direct Cyberfort’s actions and Shupe’s willingness to 

serve as the front to hold Cyberfort shares, and conceal the Pages’ payment of Cyberfort’s 

expenses without detection, were critical to the Pages’ concealment of their control of Cyberfort.   

135. Cattlin and Shupe knew, or were reckless or negligent in not knowing, that the 

Pages were affiliates of Cyberfort by virtue of their control over the company, and that the Pages 

could not legally sell the shares they controlled unless they complied with the disclosure and 

registration requirements of the federal securities laws. 

Cattlin’s False and Misleading Statements to the Commission 

136. In June 2020, Cattlin still served as Cyberfort’s chief executive officer, among 

other roles.  On or about June 30, 2020, Commission staff interviewed Cattlin about Cyberfort.  

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Cattlin provided false and misleading information to conceal his illegal conduct.  Among other 

things: 

a. Cattlin falsely claimed that nobody was helping him with corporate filings even 

though, in actuality, Person A—who, by this point, had been charged by the 

Commission with violating the federal securities laws—continued to act as 

Cyberfort’s consultant. 

b. Cattlin falsely claimed, in substance, that he was unfamiliar with Trevor and Tim 

Page. 

c. Cattlin falsely claimed that he did not use the Encrypted Email service.  In 

actuality, Cattlin routinely communicated with Tim Page, Trevor Page, Shupe, 

and Person A using Encrypted Email. 

Cattlin’s Proceeds 

137. The table below reflects the money paid by the Pages, directly or indirectly, to 

Cattlin for serving as an officer or director of BioHemp and Cyberfort on the Pages’ behalf.  The 

Pages used money derived from their illegal sales of stock to pay Cattlin: 

 

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FIRST CLAIM FOR RELIEF 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

(Violations of Sections 17(a)(1), (3) of the Securities Act by Cattlin and Shupe) 
 

138. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

139. By reason of the conduct described above, Cattlin and Shupe, in the offer or sale 

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

directly or indirectly, acting intentionally, knowingly, recklessly or negligently (i) employed 

devices, schemes, or artifices to defraud; and (ii) engaged in transactions, practices, or courses of 

business which operated or would operate as a fraud or deceit upon any persons, including 

purchasers or sellers of the securities.   

140. By reason of the conduct described above, Cattlin and Shupe violated Securities 

Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1), (3)]. 

SECOND CLAIM FOR RELIEF 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

(Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder by 
Cattlin and Shupe) 

 

141. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

142. By reason of the conduct described above, Cattlin and Shupe directly or 

indirectly, in connection with the purchase or sale of securities, by the use of the means or 

instrumentalities of interstate commerce or of the mails, or of any facility of any national 

securities exchange, intentionally, knowingly or recklessly, (i) employed devices, schemes, or 

artifices to defraud; and (ii) engaged in acts, practices, or courses of business which operated or 

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would operate as a fraud or deceit upon any persons, including purchasers or sellers of the 

securities. 

143. By reason of the conduct described above, Cattlin and Shupe violated Exchange 

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

thereunder. 

THIRD CLAIM FOR RELIEF 
AIDING AND ABETTING 

(Cattlin’s and Shupe’s Aiding and Abetting of Violations of Sections 17(a)(1) and (3) of the 
Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) by the 

Pages) 
 

144. Paragraphs 1 through 137 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

145. By reason of the conduct described above, Timothy and Trevor Page and their 

associates, directly or indirectly, in the offer or sale of securities, by the use of the means or 

instrumentalities of interstate commerce or of the mails, intentionally, knowingly, recklessly, or 

negligently (i) employed devices, schemes, or artifices to defraud; and (ii) engaged in 

transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon any persons, including purchasers or sellers of the securities. 

146. By reason of the conduct described above, Timothy and Trevor Page and their 

associates, directly or indirectly, in connection with the purchase or sale of securities, by the use 

of the means or instrumentalities of interstate commerce or of the mails, or of any facility of any 

national securities exchange, intentionally, knowingly or recklessly, (i) employed devices, 

schemes, or artifices to defraud; and (ii) engaged in acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon any persons, including purchasers or sellers 

of the securities. 

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147. Defendants Cattlin and Shupe knowingly or recklessly provided substantial 

assistance to Timothy and Trevor Page and their associates in their violations of Sections 

17(a)(1) and (3) of the Securities Act and Section 10(b) and Rules 10b-5(a) and (c) under the 

Exchange Act.   

148. As a result, Cattlin and Shupe aided and abetted violations of Sections 17(a)(1) 

and (3) of the Securities Act, and Section 10(b) and Rules 10b-5(a) and (c) under the Exchange 

Act, as proscribed by Section 15(b) the Securities Act [15 U.S.C. §77o(b)] and Section 20(e) of 

the Exchange Act [15 U.S.C. §78t(e)].  

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Permanently enjoin Cattlin and Shupe and their agents, servants, employees and 

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

notice of the injunction by personal service or otherwise, and each of them, from violating, or 

aiding and abetting violations of, Section 17(a) of the Securities Act [15 U.S.C. §77q], and 

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].   

B. Order Cattlin and Shupe to disgorge, with prejudgment interest, all ill-gotten 

gains obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Section 

21(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7); 

C. Order Cattlin and Shupe to pay civil monetary penalties pursuant to Section 20(d) 

of the Securities Act [15 U.S.C. §77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§78u(d)(3)];  

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D. Enter orders barring Cattlin and Shupe from participating in any offering of a 

penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or 21(d) of 

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

E. Enter orders prohibiting Cattlin and Shupe from acting as officers or directors of 

any public company pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)] and/or 

Section 21(d)(2) of the Exchange Act [15 U.S.C. §78u(d)(2)]; 

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

orders and decrees that may be entered; and  

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

JURY DEMAND 

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

DATED September 23, 2021. 

      Respectfully submitted, 

                                           _s/ Nita K. Klunder__________________ 
      Nita Klunder  

Kathleen Shields*  
Eric Forni*  
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office 
33 Arch St., 24th Floor 
Boston, MA 02110  

 
*Not admitted in the U.S. District Court for the 
Eastern District of New York 

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