SEC v. PREIPO CORP.; JOHN A. MATTERA; and DAVID P. GRZAN, No. 9:23-cv-81141-DMM, Southern District of New York (Aug. 18, 2023) — Complaint

SEALED
CASE NO.
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
PREIPO CORP., JOHN A. MATTERA and
DAVID
P. GRZAN,
Defendants, and
BOSS GLOBAL ADVISORY GROUP, INC.,
Relief Defendant.
AUG 1 4 2023 \
ANGELA E. NOBLE
CLERK U.S. DIST. CT.
s. o. OF FLA. · MIAMI
UNDER SEAL
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission (the "Commission") alleges as follows:
I. SUMMARY
I. The Commission brings this action to prevent further fraud and misappropriation
of investor money by PreIPO Corp. (" PreIPO"),  its founder and de facto Chief Executive Officer,
John A. Mattera (" Mattera"),  and its publicly-listed
Chief Executive Officer,  David P. Grzan
("Grzan")  (collectively, "Defendants"), and Relief Defendant Boss Global Advisory Group,  Inc.
(" Boss Global" or " Relief Defendant").
2. From at least March 2022 and continuing through the present,  Defendants have
raised at least $4.2  million from at least 50 investors residing
in various states,  including several
in Florida, through an unregistered fraudulent securities offering.  The securities are in the form of
common stock in PreIPO. PreIPO claims to have developed an online platform offering access to
1

shares in private companies before their initial public offerings. The purported purpose of the
offering
is to fund the development of this platform and the company's business operations.
3. Pref PO, Mattera, and Grzan have made material misrepresentations and omissions
to investors and are engaging
in a scheme to defraud and a course of conduct designed to deceive
investors. Specifically, Defendants have made misstatements regarding PrelPO
's management and
have omitted to disclose that Mattera,  previously convicted for securities fraud and permanently
enjoined from committing securities fraud-charges which included using investor money to
sustain a lavish lifestyle,
is acting as the de facto Chief Executive Officer ("CEO") of the company.
Defendants have also made misstatements regarding the use
of investor funds. Specifically,
investors have not been told that only a  small portion
of the offering proceeds was used to fund
the development
of PreIPO's online platform and that the company has generated no revenues
from any
of its business ventures. Instead, PreIPO has made undisclosed payments totaling at least
$1.7
million-approximately 42% of the investors' money-to Mattera,  Grzan,  and three other
officers
of the company out of the $4.2  million of investor funds. And once again,  Mattera is
pilfering investor money for his own personal use.
4. As a  result
of the conduct alleged in this Complaint,  Defendants have violated
Sections 5(a) and 5(c)
of the Securities Act of 1933 ("Securities Act") [15 U.S.C. §§ 77e(a) and
77e(c)]; Section 17(a)
of the Securities Act [15 U.S.C. § 77q(a)]; and Section l0(b) of the
Securities Exchange Act
of 1934 ("Exchange Act")(l5 U.S.C. § 78j(b)], and Exchange Act Rule
IOb-5 [17 C.F.R. § 240.l0b-5). Mattera also,  directly and indirectly, violated Exchange Act
Section 1 0(b) and Rule I 0b-5 thereunder as a control person
of PrefPO under Section 20(a) of the
Exchange Act [15 U.S.C.
§ 78t(a)].
2

5. Unless restrained and enjoined,  Defendants will continue to violate the federal
securities laws. Among other relief,  the Commission seeks permanent injunctions and civil
monetary penalties against Defendants,  and disgorgement
of ill-gotten gains with prejudgment
interest against the Defendants and Relief Defendant. The Commission also seeks an order against
Mattera and Grzan imposing an officer and director bar. To halt this ongoing offering fraud, protect
investors, and preserve investor assets,  the Commission also seeks emergency relief, including
temporary restraining order, asset freezes, and
an order prohibiting the destruction of documents,
an accounting, and preliminary injunctive relief.
II. DEFENDANTS AND RELIEF DEFENDANT
A. Defendants
6. PrelPO is a  Wyoming corporation formed in March 2021, with its principal place
of business in Boca Raton,  Florida. PreIPO  applied as foreign corporation for authorization to
transact business
in Florida in September, 2022. PreIPO and its securities have never been
registered with the Commission
in any capacity.   At no point from its incorporation through the
present, was Mattera listed as an officer, director, registered agent or otherwise for PreIPO.
7. Mattera, 61, is a  resident of Boca Raton,  Florida. In August 2010,  Mattera was
permanently enjoined from violating the registration and anti fraud provisions
of the Securities Act
of 1933 ("  Securities Act") and the antifraud provisions of the Securities Exchange Act of 1934
(" Exchange Act") and a  permanent penny stock bar was imposed against him
in a  civil action
brought by the Commission alleging that he engaged
in a fraudulent scheme involving the issuance
of bogus promissory notes and unregistered stock distributions.
1
1
SEC v. Prime  Time Group, Inc., et al., Case No. 9:09-cv-80952-JIC (S .D. Fla. Aug. 9, 2010).
3

8. ln June 2013, Mattera was sentenced based on his conviction after pleading guilty
to securities fraud, wire fraud, and money laundering charges
in a criminal action alleging that he
defrauded investors out
of$ l 3 million through false claims of ownership of stock in various private
companies before their initial public offerings
2
-a very close cousin to the conduct Mattera is
engaging in now. He was accused of spending nearly $4 million on personal items for him and
his family, such as expensive jewelry, interior decorating, and luxury cars. Mattera was sentenced
to
11 years in prison,  and an Order of Forfeiture was also thereafter entered against him for
$11,800,000. Mattera completed his sentence on March 12, 2021, and
is currently in the midst of
serving three years of supervised release. Based on that same conduct to which he pied guilty, in
December 2013,  Mattera was again permanently enjoined from violating the registration and
antifraud provisions
of both the Securities Act and the Exchange Act in a  parallel civil action
brought by the Commission.
3
9. Grzan, 62, is a  resident of West Palm Beach, Florida. In PreIPO's first annual
report, filed March 31, 2022, Grzan held the title
of Vice President. Grzan thereafter has held the
titles
of President, Chairman and CEO of PreIPO since August 2022. Between July 1986 and July
2016, Grzan was previously associated with various registered broker-dealers as a  registered
representative. From approximately November 2022 through June 2023,  Grzan was associated
with a registered broker dealer based
in Connecticut.
B. Relief Defendant
10. Boss Global is a  Florida corporation with its principal place of business in Boca
Raton, Florida. Mattera owns and controls Boss Global, and he and
his wife are its sole officers.
Boss Global received approximately $859,000
in ill-gotten gains in the form of proceeds from
2
US. v. Mattera, Case No. 12-cr-127 (S.D.N.Y. June 25, 2013).
3
SEC v. Mattera, et al., Case No. 1 :11-cv-08323-PKC (S.D.N.Y. Dec. 11, 2013).
4

PreIPO' s  securities offering. Boss Global serves no business function, provides no products or
services, and its predominant source
of funding is that from PreIPO.
III. JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Sections 20(b),  20(d)(1),
and 22(a)
of the Securities Act (15 U.S.C. §§ 77t(b),  77t(d)(l), and 77v(a)]; and Sections 2l(d)
and 27(a) of the Exchange Act (15 U.S.C. §§ 78u(d) and 78aa(a)].
12. The Court has personal jurisdiction over the Defendants and venue is proper in the
Southern District
of Florida because: (a) many of Defendants'  acts and transactions constituting
violations
of the Securities Act and the Exchange Act occurred in this District; (b) PreIPO' s
principal place
of business is in this District; and ( c) some of the Pre I PO investors reside in this
District.
13. In connection with the conduct alleged in this Complaint, Defendants, directly and
indirectly, singly or
in concert with others, made use of the means or instrumentalities of interstate
commerce, the means or instruments
of transportation and communication in interstate commerce,
or the mails.
IV. FACTUAL ALLEGATIONS
A. Background
14. PreIPO purports to operate an online platform that offers investors access to shares
in private companies before their initial public offerings:
5

15. In marketing materials, PrelPO claims that it expects to receive revenue in the form
of subscription fees paid for use of its trading platform and proprietary rating software by
institutional investors and broker dealer firms, as well as from trading the private company shares
on the secondary market on PreIPO' s own account.
16. Further, on PrelPO' s website, on its " Seed Round" tab, PreIPO
is actively soliciting
investors for its Series A funding as follows:
PrelPO® for Seed Investors
Invest in PrelPO®
Get 1n on the ground floor of this dynamic company by investing in the PrelPO
Corporation's round for seed investors.
"UPDATE: PrelPO® will begin Series A round funding starting April 15, 2023. There's still
an early- stage opportunity for savvy investors to take part in the growth of the
platform that is changing the future of private equity investments.
17. PreIPO has approximately ten employees,  including Grzan who is referenced as
CEO
in various locations on Pre-IPO' s website.
6

David Grzan
Co- Fund manager & Co-
Founder
•   Serial C-Su,te e·(ecu~:ve 1n tre nvestment bankinq,
prI,·ate equ,!y, ,mcJ c:Dn'mercial hanki:-,q sectors
v;itll i-Hl emO'lrJSlc; ()", fr,dll'..ldl Pf1::Jlr1Pe>; 11:1 dllcl Ci-Jf);!d
SOLtr Ctll•J
• Pass1CJC!r1le ser•,';.mt it!d<Jer & f.YO,er1 !'-iifTI t,u l(J.,.r 'Nhc
t::ips excellerice UVflr pt>rf;:>et,cn
•
Ct1a1rman & C[O cf P1eli=lO Secur 11"'"'
18. Mattera' s involvement in PreIPO is not disclosed anywhere on its website nor was
it  disclosed
in any of its offering or marketing materials. Further, no publicly filed incorporation
documents or required annual reports filed with either the states
of Wyoming or Florida contained
Mattera' s name. It is impossible for an investor to learn that Mattera is involved with PreIPO.
B. Mattera Controls PreIPO
19. PreIPO was incorporated in September, 2022. This was approximately nine months
after Mattera completed an
11 year sentence in federal prison. The indictment alleged that Mattera
and his co-conspirators made misrepresentations to investors by offering the chance to invest
in
special purpose entities controlled by Mattera, which falsely represented they owned shares in the
stock
of then-private companies such as Facebook and Groupon. However, Mattera knew that the
entities he controlled did not own such stock. Instead of holding the investors'  money in escrow,
Mattera pilfered their funds, spending millions on personal items for himself and his family.
20. Yet,  a  mere nine months after completing his prison sentence,  while still
in the
midst
of his three-years of supervised release period, and also under the constraints of a permanent
injunction to not engage
in securities fraud again, Mattera created PreIPO. Mattera knew because
of his past that he would not be able to attract investors if his name was associated with PrelPO,
so he recruited front-men to be the listed founders and public faces
of the company.
7

21. While Mattera' s name is hidden from public view, this is only form over substance,
as Mattera controls PrelPO, the company he founded. ln fact,
in PreIPO' s  Capitalization Table
("Cap Table"), which
is a spreadsheet or table showing the equity ownership capitalization for a
company, nearly 57%
of the pre-financing equity in PrelPO is owned by Testudo Trust LTD
("Testudo Trust"), and
51 % of the post-financing equity is owned by Testudo Trust. Testudo Trust
is listed as the " Founder" on the Cap Table. Testudo Trust's sole beneficiary is Mattera. The next
closest equities for pre-financing and post-financing are 17% and 15%, respectively.
22. Consistent with his equity share
of Pre I PO, Mattera is responsible for making every
major decision
of PrelPO, including:
• Having the sole power to hire and fire employees at PreIPO, including its CEO;
• Requiring his approval for any expenditure
of funds,  including compensation,
expense reimbursements, as well as payments to outside vendors;
• Requiring that he be contemporaneously supplied with copies
of all company bank
statements and financial information for his review;
• Reviewing all marketing materials and offering memoranda prior to them being
sent out to investors.
23. PrelPO
is Mattera's company-the investing public just does not know it  and they
are being deceived. To wit, for every dollar that investors give to PreIPO, within 24 hours, at least
13.6% and
up to 14.9% of their contribution are wired directly to either Mattera's personal account
or to Relief Defendant Boss Global, his alter ego.  Grzan and all the other officers each receive at
least 4.5%.
8

C. Defendants Raised At Least $4.2 Million from At Least 50 Investors Through an
Unregistered Securities Offering
24. From at least March 2022 and continuing through the present,  PreIPO,  through
Mattera and Grzan have raised at least $4.2  million from at least 50 investors residing in various
states,  including several
in Florida,  through sales of securities in an unregistered offering. The
securities being sold are
in the form of common stock in PreIPO.
25. This offering has not been registered with the Commission. Instead,  PreIPO filed
a  Form D in April 2022 and a  slightly amended Form D
in October 2022,  claiming exemption
from registration, with the intent to raise up to $8.
75 million from investors. PreIPO offered its
common stock to investors at a price
of $5.33 per share.
26. Through April 2023,  PreIPO has not generated any revenues from its business
operations.
27. The offering materials that PreIPO has distributed to investors include a
"confidential private placement memorandum
," other marketing materials,   a " subscription
agreement
," and a  " purchaser questionnaire," which is a  "check-the-box"  type self-certification
accredited investor questionnaire.
In reality,  Defendants have taken no steps to verify whether
investors actually qualify as accredited investors and are simply relying on the representations
from investors who merely check the box that they are accredited.
28. Grzan held sole responsibility for drafting all offering materials, including the
private placement memoranda,  business plan,  and other marketing materials sent to investors.
Grzan provided these documents to Mattera,  who confirmed that Grzan had done a  " great job,"
before they were used
in soliciting investors.
29. PreIPO has solicited investors through various methods, including an in-house team
of sales agents who are " cold calling"  prospective investors. Grzan supervised the sales agents
9

and acted as the "closer"  on calls with potential investors. Specifically,  sales agents have been
instructed to pass the phone to Grzan to complete sales
of securities to interested investors.
30.
In addition to using sales agents,  PreIPO has also solicited investors through its
website. On the website,  investors are told that " [a]fter completing the $8.75M Seed round,
PreIPO Corp. will be ideally positioned to fund massive growth through revenue generation"  and
that the company "
is ready to transact its [approximately] $1 B of private investment deals for
revenue generation."
31. Investors sent their money to PrelPO either by check or wire transfer. Investor
funds were then deposited into PreIPO' s  bank accounts, on which Grzan
is a  signatory.   Mattera
is not named as a  signatory on any of PreIPO' s bank accounts. Yet, in January 2023,  Mattera' s
wife,  who had never been an officer or director
of PrelPO,  was added as a  signatory  on the
accounts.
32. The PreIPO common stock offered and sold. by the Defendants
is a security within
the meaning
of Section 2(a)(l) of the Securities Act,  and Section 3(a)(l0) of the Exchange Act.
The investments
in PreIPO constitute investment contracts in that investors committed funds to
participate
in an investment opportunity; their fortunes were inextricably tied to the success or
failure
of PreIPO' s  management;  and their reasonable expectation of  profits were derived from
PreIPO management' s  efforts.
In addition,  PreIPO's offering materials provided to investors
identified the common shares as securities.
D. Defendants Made Material Misrepresentations and Omissions to Investors in
Connection with the Offering of PreIPO's Securities
(1) Defendants' Misstatements Regarding Pre/PO's Management
33. Defendants PrelPO,  Mattera, and Grzan have made misstatements and omissions
to investors and prospective investors regarding the identity
of PreIPO' s highest-ranking executive
10

officer. Specifically,  PreIPO's offering materials and website identify Grzan as being the
company's CEO and include a  biography that touts Grzan's experience as a  " Serial C-Suite
executive in  the investment banking,  private equity,  and commercial banking sectors." Prior
iterations
of the offering materials used until August 31, 2022,  identified a different individual as
the company' s CEO.
34. These statements made to investors regarding the company's management are false
and misleading.
In reality, Mattera, a securities recidivist, is and has been at all times, the de facto
CEO of PreIPO. Mattera has exercised complete control over all aspects of PreIPO' s business and
operations and he
is responsible for making or approving every major decision for the company.
In fact, Mattera fired the former purported CEO of PreIPO after a disagreement and replaced him
with Grzan.
(2) Defendants' Misstatements and Omissions Regarding Use of Investor Funds
35. Defendants PreIPO, Mattera, and Grzan have made misstatements and omissions
regarding the use
of investor proceeds and are misusing investor funds. The private placement
memoranda
(PPM) provided to investors include a  " Use of Proceeds"  section that specifically
states:
Proceeds from the Offering will be used to pay the costs
of the
Offering, for working capital, including, expansion
of the
management team development
of the operating platform and
business-related costs and expenses.
In other marketing materials distributed to investors, PreIPO claims that it is using its offering for
" [t]unding massive growth" and that the company
is "poised to realize huge revenue through a
combination
of spreads,  arbitrages,  and licensing fees." On PrerPO' s  website, in the available
" Company Deck," investors are also told that the company "
is ready to transact its -$1 B of private
investment deals for revenue generation."
11

36. These representations are false and misleading. PreIPO' s PPM and other offering
materials fail to disclose to investors that
of the $4.2 million raised from investors,  only about
$244,000,  or 6%
of investor money,  has been towards the purchase of third-party software to
support PreIPO' s purported online platform.
37. Instead,
in just a little over a year, PrelPO has used about $1.7 million, or more than
42%
of the offering proceeds, to make undisclosed payments to Mattera,  Grzan,  and three other
officers
of PreIPO. The payments attributable to Mattera through a  combination of his personal
account and that
of Boss Global's account totaled approximately $875,750. The payments
attributable to Grzan totaled approximately $270,000.
38. Specifically as to Mattera' s alter-ego, Boss Global, which has no apparent business
function,  received approximately $859,432 out
of the $875,750 of investor funds attributable to
Mattera, for
no apparent legitimate purpose. And, true to Mattera' s modus operandi for which he
has been criminally convicted and also subject to a  permanent injunction from the Commission,
Mattera has used investor money for his own personal use,  spending several hundred thousand
dollars on credit card bills and also spending toward financing high-end vehicles, amongst other
expenditures.
39. Mattera' s actual business plan appears to be to continue to raise investor money for
his own personal consumption while spending minimum amounts on PreIPO' s actual
functionality.
12

V. CLAIMS FOR RELIEF
COUNTI
Violations of Section 17(a)(l) of the Securities Act
(as to all Defendants)
40. The Commission adopts by reference paragraphs l  through 39
of this Complaint.
41. Since at least March 2022 and continuing through the present,  Defendants, in the
offer or sale
of securities by use of any means or instruments of transportation or communication
in interstate commerce or by use of the mails,  knowingly or recklessly,  directly or indirectly
employed devices, schemes, or artifices to defraud.
42. By reason
of the foregoing,   Defendants violated and,   unless enjoined,   are
reasonably likely to continue to violate Section 17(a)(l)
of the Securities Act [15 U.S.C. §
77q(a)(l)].
COUNT II
Violations
of Section 17(a)(2) of the Securities Act
(as to all Defendants)
43. The Commission adopts by reference paragraphs I  through 39 of this Complaint.
44. Since at least March 2022 and continuing through the present,  Defendants,
in the
offer or sale
of securities by use of any means or instruments of transportation or communication
in interstate commerce or by use of the mails, directly or indirectly,  negligently obtained money
or property by means
of untrue statements of material facts and omissions to state material facts
necessary
in order to make the statements made, in the light of the circumstances under which they
were made, not misleading.
13

45. By reason of the foregoing,   Defendants violated and,   unless restrained and
enjoined, are reasonably likely to continue to violate Section 17(a)(2)
of the Securities Act [15
U.S.C. § 77q(a)(2)].
COUNT III
Violations
of Section 17(a)(3) of the Securities Act
(as to all Defendants)
46. The Commission adopts by reference paragraphs 1 through 39 of this Complaint.
47. Since at least March 2022 and continuing through the present, Defendants,
in the
offer or sale
of securities by use of any means or instruments of transportation or communication
in interstate commerce or by use of the mails,  directly or indirectly,  negligently engaged in
transactions,  practices,  or courses
of business which have operated, are now operating or will
operate as a fraud or deceit upon the purchasers.
48. By reason
of the foregoing,   Defendants violated   and,   unless enjoined,   are
reasonably likely to continue to violate Section 17(a)(3)
of the Securities Act (15 U.S.C. §
77q(a)(3)].
COUNT IV
Violations
of Section lO(b) and Rule 1 0b-S(a) of the Exchange Act
(as to all Defendants)
49. The Commission adopts by reference paragraphs 1 through 39 of this Complaint.
50. Since at least March 2022 and continuing through the present, Defendants, directly
or indirectly,  by the use
of any means or instrumentality of interstate commerce, or of the mails,
knowingly or recklessly employed devices, schemes or artifices to defraud
in connection with the
purchase or sale
of any security.
14

51. By reason of the foregoing,   Defendants violated and,   unless enjoined, are
reasonably likely to continue to violate Section l0(b)
of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule l 0b-5(a) [17 C.F.
R. § 240.1 0b-5(a)].
COUNTY
Violations of Section 1 0(b) and Rule 1 0b-S(b) of the Exchange Act
(as to all Defendants)
52. The Commission adopts by reference paragraphs I  through 39 of this Complaint.
53. Since at least March 2022 and continuing through the present, Defendants, directly
or indirectly,  by the use
of any means or instrumentality of interstate commerce, or of the mails,
knowingly or recklessly made untrue statements
of material facts or omitted to state material facts
necessary
in order to make the statements made, in the light of the circumstances under which they
were made, not misleading,
in connection with the purchase or sale of any security.
54. By reason
of the foregoing,   Defendants violated and,   unless enjoined,   are
reasonably likely to continue to violate Section l 0(b)
of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule 1 0b-5(b) [
17 C.F.R. § 240.1 0b-5(b)).
COUNT VI
Violations
of Section lO(b) and Rule 10b-5(c) of the Exchange Act
(as to all Defendants)
55. The Commission adopts by reference paragraphs 1 through 39 of this Complaint.
56. Since at least March 2022 and continuing through the present, Defendants, directly
or indirectly,  by use
of any means or instrumentality of interstate commerce,  or of the mails,
knowingly or recklessly engaged
in acts, practices, and courses of business which have operated,
are now operating or will operate as a  fraud upon any person
in connection with the purchase or
sale
of any security.
15

57. By reason of the foregoing,   Defendants violated and, unless enjoined, are
reasonably likely to continue to violate Section l0(b)
of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule l 0b-5(c) [17 C.F.R. § 240. l 0b-5(c)].
COUNT VII
Violations
of Sections 5(a) and 5(c) of the Securities Act
(as to all Defendants)
58. The Commission adopts by reference paragraphs l  through 39 of this Complaint.
59. Since at least March 2022 and continuing through the present,  the Defendants,
directly or indirectly,   have made use
of the means or instruments of transportation or
communication
in interstate commerce or of the mails to sell securities,  when no registration
statement was
in effect with the Commission as to such securities, and have made use of the means
or instruments
of transportation or communication in interstate commerce or of the mails to offer
to sell such securities when no registration statement had been filed with the Commission as to
such securities.
60. There were no applicable exemptions from registration.
61. By reason
of the foregoing,   Defendants violated and,  . unless enjoined,   are
reasonably likely to continue to violate Sections 5(a) and 5(c)
of the Securities Act [15 U.S.C. §
77e(a), (  c)].
16

COUNT VIII
Violations
of Section 20(a) of the Exchange Act -Control Personal Liability
(As to Mattera)
62. The Commission adopts by reference paragraphs I  through 39 of this Complaint.
63. From March 2022 and continuing through the present,  Mattera has been,  directly
or indirectly,  a  control person
of Pre I PO for purposes of Section 20(a) of the Exchange Act, 15
U.S.C. § 78t(a).
64. From March 2022 through the present, PreIPO has violated Section 1 0(b) and Rule
1 0b-5
of the Exchange Act.
65. As a  control person
of PrelPO,  Mattera is jointly and severally liable with and to
the same extent as PreIPO for each
of its violations of Section 1 0(b) and Rule 1 0b-5 of the
Exchange Act.
66. By reason
of the foregoing,  Mattera has violated and,  unless restrained and
enjoined,
is reasonably likely to continue to violate,  Sections 1 0(b) and 20(a), and Rule 1 0b-5 of
the Exchange Act, 15 U.S.C. § 78j(b) and§ 78t(a), and 17 C.F.R. § 240.l0b-5.
COUNTIX
Unjust Enrichment
(as to Relief Defendant Boss Global)
67. The Commission adopts by reference paragraphs 1 through 39 of this Complaint.
68. The Relief Defendant Boss Global obtained funds as part, and
in furtherance of, the
securities violations alleged above without a  legitimate claim to those funds, and under those
circumstances it  is  not just, equitable or considerable for the Relief Defendant to retain the funds.
The Reli
ef Defendant was unjustly enriched.
69. Relief Defendant should be ordered to disgorge the funds it  received as a  result of
Defendants'  violations of the federal securities laws.
17

VI. RELIEF REQUESTED
WHEREFORE,
the Commission respectfully requests the Court find the Defendants
committed the violations alleged, and:
I.
Temporary Restraining Order and Preliminary Injunction
Issue a Temporary Restraining Order and Preliminary Injunction, restraining and
enjoining the Defendants from violating Sections 5(a) and 5(c) and l 7(a)
of the Securities Act,
and Sections l 0(b) and Rule l 0b-5
of the Exchange Act, and additionally as to Defendant
Mattera, Section 20(a)
of the Exchange Act.
II.
Permanent Injunction
Issue a Permanent Injunction enjoining PrelPO,  Mattera,  and Grzan from violating
Sections 5(a),  5(c),  and l 7(a)
of the Securities Act (15 U.S.C. §§ 77e(a),  77e(c),  77q(a)], and
Section l0(b)
of the Exchange Act (15 U.S.C. § 78j(b)] and Rule !0b-5 thereunder (17 C.F.R. §
240. 1 0b-5], and additionally as to Defendant Mattera, Section 20(a) of the Exchange Act.
III.
Asset Freeze and Accounting
Issue an order freezing assets of PreIPO,  Mattera,  Grzan, and the Relief Defendant Boss
Global until further notice
of this Court, and further ordering Defendants PreIPO, Mattera, Grzan,
and the Relief Defendant Boss Global to provide the Court with a sworn accounting.
18

IV.
Records Preservation
Issue an order restraining and enjoining PreIPO,  Mattera,  Grzan,  and Relief Defendant
Boss Global,  and each
of their directors,  officers,  agents,   servants,   employees,   attorneys,
depositories,  banks, and those persons
in active concert or participation with any one or more of
them, and each of them,  from, directly or indirectly, destroying,  mutilating, concealing, altering,
disposing
of, or otherwise rendering illegible in an y manner, an y of the books, records, documents,
correspondence,  brochures,  manuals,  papers,  ledgers, accounts,  statements,  obligations,  files and
other property
of or pertaining to PreIPO,  Mattera,  Grzan,  and Relief Defendant Boss Global,
wherever located and
in whatever form, electronic or otherwise, that refer or relate to the acts or
courses
of conduct alleged in this Complaint, until further Order of this Court.
V.
Disgorgement and Prejudgment Interest
Issue an Order directing PreIPO,  Mattera,  Grzan,  and Relief Defendant Boss Global to
disgorge all ill-gotten gains, including prejudgment interest, resulting from the acts and/or courses
of conduct alleged in this Complaint.
VI.
Civil Penalty
Issue an Order directing PreIPO, Mattera, and Grzan to pay civil money penalties
pursuant to Section 20(d)
of the Securities Act [15 U.S.C. § 77t(d)], and Section 2l(d)(3) of the
Exchange Act [15 U.S.C.
§ 78(d)(3)].
19

VII.
Officer and Director Bar
Issue an Order barring Mattera and Grzan, pursuant to Section 20( e) of the Securities Act
[15 U.S.C.
§ 77t(d)], and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from
serving as an officer or director
of any company that has a class of securities registered with the
Commission pursuant to Section
12 of the Exchange Act [15 U.S.C. § 781], or that is required to
file reports pursuant to Section 15(d)
of the Exchange Act [15 U.S.C. § 78o(d)].
VIII.
Further
Relief
Grant such other and further relief as may be necessary and appropriate.
IX.
Retention
of Jurisdiction
Further, the Commission respectfully requests the Court retain jurisdiction over this
action
in order to implement and carry out the terms of all orders and decrees that it may enter, or
to entertain any suitable application or motion by the Commission for additional relief within the
jurisdiction
of this Court.
X.
Demand for Jury Trial
The Commission hereby demands a trial by jury on any and all issues in this action so
triable.
20

Dated: August 14, 2023
By:
Respectfully submitted,
Russell Koonin
Senior Trial Counsel
Fla. Bar No. 474479
Direct Dial: (305) 982-6390
Email: [email protected]
Attorney for Plaintiff
Securities and Exchange Commission
801 Brickell Avenue, Suite 1950
Miami, FL 33131
Telephone: (305) 982-6300
Facsimile: (305) 536-4154
21

SEALED 

CASE NO. 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
v. 

PREIPO CORP., JOHN A. MATTERA and 
DAVID P. GRZAN, 

Defendants, and 

BOSS GLOBAL ADVISORY GROUP, INC., 

Relief Defendant. 

AUG 1 4 2023 \ 
ANGELA E. NOBLE 

CLERK U.S. DIST. CT. 
s. o. OF FLA. · MIAMI 

UNDER SEAL 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff Securities and Exchange Commission (the "Commission") alleges as follows : 

I. SUMMARY 

I. The Commission brings this action to prevent further fraud and misappropriation 

of investor money by PreIPO Corp. ("PreIPO"), its founder and de facto Chief Executive Officer, 

John A. Mattera ("Mattera"), and its publicly-listed Chief Executive Officer, David P. Grzan 

("Grzan") (collectively, "Defendants"), and Relief Defendant Boss Global Advisory Group, Inc. 

("Boss Global" or "Relief Defendant"). 

2. From at least March 2022 and continuing through the present, Defendants have 

raised at least $4.2 million from at least 50 investors residing in various states, including several 

in Florida, through an unregistered fraudulent securities offering. The securities are in the form of 

common stock in PreIPO. PreIPO claims to have developed an online platform offering access to 

1 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 1 of 21



shares in private companies before their initial public offerings. The purported purpose of the 

offering is to fund the development of this platform and the company's business operations. 

3. Pref PO, Mattera, and Grzan have made material misrepresentations and omissions 

to investors and are engaging in a scheme to defraud and a course of conduct designed to deceive 

investors. Specifically, Defendants have made misstatements regarding PrelPO's management and 

have omitted to disclose that Mattera, previously convicted for securities fraud and permanently 

enjoined from committing securities fraud-charges which included using investor money to 

sustain a lavish lifestyle, is acting as the de facto Chief Executive Officer ("CEO") of the company. 

Defendants have also made misstatements regarding the use of investor funds. Specifically, 

investors have not been told that only a small portion of the offering proceeds was used to fund 

the development of PreIPO's online platform and that the company has generated no revenues 

from any of its business ventures. Instead, PreIPO has made undisclosed payments totaling at least 

$1.7 million-approximately 42% of the investors' money- to Mattera, Grzan, and three other 

officers of the company out of the $4.2 million of investor funds. And once again, Mattera is 

pilfering investor money for his own personal use. 

4. As a result of the conduct alleged in this Complaint, Defendants have violated 

Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. §§ 77e(a) and 

77e(c)]; Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and Section l0(b) of the 

Securities Exchange Act of 1934 ("Exchange Act")(l5 U.S.C. § 78j(b)], and Exchange Act Rule 

IOb-5 [17 C.F.R. § 240.l0b-5). Mattera also, directly and indirectly, violated Exchange Act 

Section 1 0(b) and Rule I 0b-5 thereunder as a control person of PrefPO under Section 20(a) of the 

Exchange Act [15 U.S.C. § 78t(a)] . 

2 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 2 of 21



5. Unless restrained and enjoined, Defendants will continue to violate the federal 

securities laws. Among other relief, the Commission seeks permanent injunctions and civil 

monetary penalties against Defendants, and disgorgement of ill-gotten gains with prejudgment 

interest against the Defendants and Relief Defendant. The Commission also seeks an order against 

Mattera and Grzan imposing an officer and director bar. To halt this ongoing offering fraud, protect 

investors, and preserve investor assets, the Commission also seeks emergency relief, including 

temporary restraining order, asset freezes, and an order prohibiting the destruction of documents, 

an accounting, and preliminary injunctive relief. 

II. DEFENDANTS AND RELIEF DEFENDANT 

A. Defendants 

6. PrelPO is a Wyoming corporation formed in March 2021 , with its principal place 

of business in Boca Raton, Florida. PreIPO applied as foreign corporation for authorization to 

transact business in Florida in September, 2022. PreIPO and its securities have never been 

registered with the Commission in any capacity. At no point from its incorporation through the 

present, was Mattera listed as an officer, director, registered agent or otherwise for PreIPO. 

7. Mattera, 61, is a resident of Boca Raton, Florida. In August 2010, Mattera was 

permanently enjoined from violating the registration and anti fraud provisions of the Securities Act 

of 1933 ("Securities Act") and the antifraud provisions of the Securities Exchange Act of 1934 

(" Exchange Act") and a permanent penny stock bar was imposed against him in a civil action 

brought by the Commission alleging that he engaged in a fraudulent scheme involving the issuance 

of bogus promissory notes and unregistered stock distributions.1 

1 SEC v. Prime Time Group, Inc., et al., Case No. 9:09-cv-80952-JIC (S .D. Fla. Aug. 9, 2010). 

3 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 3 of 21



8. ln June 2013, Mattera was sentenced based on his conviction after pleading guilty 

to securities fraud, wire fraud, and money laundering charges in a criminal action alleging that he 

defrauded investors out of$ l 3 million through false claims of ownership of stock in various private 

companies before their initial public offerings2-a very close cousin to the conduct Mattera is 

engaging in now. He was accused of spending nearly $4 million on personal items for him and 

his family, such as expensive jewelry, interior decorating, and luxury cars. Mattera was sentenced 

to 11 years in prison, and an Order of Forfeiture was also thereafter entered against him for 

$11,800,000. Mattera completed his sentence on March 12, 2021, and is currently in the midst of 

serving three years of supervised release. Based on that same conduct to which he pied guilty, in 

December 2013, Mattera was again permanently enjoined from violating the registration and 

antifraud provisions of both the Securities Act and the Exchange Act in a parallel civil action 

brought by the Commission. 3 

9. Grzan, 62, is a resident of West Palm Beach, Florida. In PreIPO's first annual 

report, filed March 31, 2022, Grzan held the title of Vice President. Grzan thereafter has held the 

titles of President, Chairman and CEO of PreIPO since August 2022. Between July 1986 and July 

2016, Grzan was previously associated with various registered broker-dealers as a registered 

representative. From approximately November 2022 through June 2023, Grzan was associated 

with a registered broker dealer based in Connecticut. 

B. Relief Defendant 

10. Boss Global is a Florida corporation with its principal place of business in Boca 

Raton, Florida. Mattera owns and controls Boss Global, and he and his wife are its sole officers. 

Boss Global received approximately $859,000 in ill-gotten gains in the form of proceeds from 

2 US. v. Mattera, Case No. 12-cr-127 (S .D.N.Y. June 25, 2013). 
3 SEC v. Mattera, et al. , Case No. 1 :11 -cv-08323-PKC (S.D.N.Y. Dec. 11, 2013). 

4 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 4 of 21



PreIPO' s securities offering. Boss Global serves no business function, provides no products or 

services, and its predominant source of funding is that from PreIPO. 

III. JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act (15 U.S.C. §§ 77t(b), 77t(d)(l), and 77v(a)] ; and Sections 2l(d) 

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

12. The Court has personal jurisdiction over the Defendants and venue is proper in the 

Southern District of Florida because: (a) many of Defendants' acts and transactions constituting 

violations of the Securities Act and the Exchange Act occurred in this District; (b) PreIPO' s 

principal place of business is in this District; and ( c) some of the Pre I PO investors reside in this 

District. 

13 . In connection with the conduct alleged in this Complaint, Defendants, directly and 

indirectly, singly or in concert with others, made use of the means or instrumentalities of interstate 

commerce, the means or instruments of transportation and communication in interstate commerce, 

or the mails. 

IV. FACTUAL ALLEGATIONS 

A. Background 

14. PreIPO purports to operate an online platform that offers investors access to shares 

in private companies before their initial public offerings: 

5 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 5 of 21



15. In marketing materials, PrelPO claims that it expects to receive revenue in the form 

of subscription fees paid for use of its trading platform and proprietary rating software by 

institutional investors and broker dealer firms, as well as from trading the private company shares 

on the secondary market on PreIPO's own account. 

16. Further, on PrelPO' s website, on its "Seed Round" tab, PreIPO is actively soliciting 

investors for its Series A funding as follows: 

PrelPO® for Seed Investors 
Invest in PrelPO® 

Get 1n on the ground floor of this dynamic company by investing in the PrelPO 

Corporation's round for seed investors. 

"UPDATE: PrelPO® will begin Series A round funding starting April 15, 2023. There's still 

an early-stage opportunity for savvy investors to take part in the growth of the 

platform that is changing the future of private equity investments. 

17. PreIPO has approximately ten employees, including Grzan who is referenced as 

CEO in various locations on Pre-IPO' s website. 

6 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 6 of 21



David Grzan 
Co-Fund manager & Co­

Founder 

• Serial C-Su,te e·(ecu~:ve 1n tre nvestment bankinq, 
prI,·ate equ,!y, ,mcJ c:Dn'mercial hanki:-,q sectors 
v;itll i-Hl emO'lrJSlc; ()", fr,dll'..ldl Pf1::Jlr1Pe>; 11:1 dllcl Ci-Jf);!d 

SOLtr Ctll•J 

• Pass1CJC!r1le ser•,';.mt it!d<Jer & f.YO,er1 !'-iifTI t,u l(J.,.r 'Nhc 

t::ips excellerice UVflr pt>rf;:>et,cn 

• Ct1a1rman & C[O cf P1eli=lO Secur 11"'"' 

18. Mattera ' s involvement in PreIPO is not disclosed anywhere on its website nor was 

it disclosed in any of its offering or marketing materials. Further, no publicly filed incorporation 

documents or required annual reports filed with either the states of Wyoming or Florida contained 

Mattera' s name. It is impossible for an investor to learn that Mattera is involved with PreIPO. 

B. Mattera Controls PreIPO 

19. PreIPO was incorporated in September, 2022. This was approximately nine months 

after Mattera completed an 11 year sentence in federal prison. The indictment alleged that Mattera 

and his co-conspirators made misrepresentations to investors by offering the chance to invest in 

special purpose entities controlled by Mattera, which falsely represented they owned shares in the 

stock of then-private companies such as Facebook and Groupon. However, Mattera knew that the 

entities he controlled did not own such stock. Instead of holding the investors ' money in escrow, 

Mattera pilfered their funds , spending millions on personal items for himself and his family. 

20. Yet, a mere nine months after completing his prison sentence, while still in the 

midst of his three-years of supervised release period, and also under the constraints of a permanent 

injunction to not engage in securities fraud again, Mattera created PreIPO. Mattera knew because 

of his past that he would not be able to attract investors if his name was associated with PrelPO, 

so he recruited front-men to be the listed founders and public faces of the company. 

7 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 7 of 21



21. While Mattera' s name is hidden from public view, this is only form over substance, 

as Mattera controls PrelPO, the company he founded. ln fact, in PreIPO' s Capitalization Table 

("Cap Table"), which is a spreadsheet or table showing the equity ownership capitalization for a 

company, nearly 57% of the pre-financing equity in PrelPO is owned by Testudo Trust LTD 

("Testudo Trust"), and 51 % of the post-financing equity is owned by Testudo Trust. Testudo Trust 

is listed as the "Founder" on the Cap Table. Testudo Trust's sole beneficiary is Mattera. The next 

closest equities for pre-financing and post-financing are 17% and 15%, respectively. 

22. Consistent with his equity share of Pre I PO, Mattera is responsible for making every 

major decision of PrelPO, including: 

• Having the sole power to hire and fire employees at PreIPO, including its CEO; 

• Requiring his approval for any expenditure of funds, including compensation, 

expense reimbursements, as well as payments to outside vendors; 

• Requiring that he be contemporaneously supplied with copies of all company bank 

statements and financial information for his review; 

• Reviewing all marketing materials and offering memoranda prior to them being 

sent out to investors. 

23. PrelPO is Mattera's company-the investing public just does not know it and they 

are being deceived. To wit, for every dollar that investors give to PreIPO, within 24 hours, at least 

13.6% and up to 14.9% of their contribution are wired directly to either Mattera's personal account 

or to Relief Defendant Boss Global, his alter ego. Grzan and all the other officers each receive at 

least 4.5%. 

8 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 8 of 21



C. Defendants Raised At Least $4.2 Million from At Least 50 Investors Through an 
Unregistered Securities Offering 

24. From at least March 2022 and continuing through the present, PreIPO, through 

Mattera and Grzan have raised at least $4.2 million from at least 50 investors residing in various 

states, including several in Florida, through sales of securities in an unregistered offering. The 

securities being sold are in the form of common stock in PreIPO. 

25. This offering has not been registered with the Commission. Instead, PreIPO filed 

a Form D in April 2022 and a slightly amended Form D in October 2022, claiming exemption 

from registration, with the intent to raise up to $8.75 million from investors. PreIPO offered its 

common stock to investors at a price of $5.33 per share. 

26. Through April 2023, PreIPO has not generated any revenues from its business 

operations. 

27. The offering materials that PreIPO has distributed to investors include a 

"confidential private placement memorandum," other marketing materials, a "subscription 

agreement," and a "purchaser questionnaire," which is a "check-the-box" type self-certification 

accredited investor questionnaire. In reality, Defendants have taken no steps to verify whether 

investors actually qualify as accredited investors and are simply relying on the representations 

from investors who merely check the box that they are accredited. 

28. Grzan held sole responsibility for drafting all offering materials, including the 

private placement memoranda, business plan, and other marketing materials sent to investors. 

Grzan provided these documents to Mattera, who confirmed that Grzan had done a "great job," 

before they were used in soliciting investors. 

29. PreIPO has solicited investors through various methods, including an in-house team 

of sales agents who are "cold calling" prospective investors. Grzan supervised the sales agents 

9 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 9 of 21



and acted as the "closer" on calls with potential investors. Specifically, sales agents have been 

instructed to pass the phone to Grzan to complete sales of securities to interested investors. 

30. In addition to using sales agents, PreIPO has also solicited investors through its 

website. On the website, investors are told that " [a]fter completing the $8.75M Seed round, 

PreIPO Corp. will be ideally positioned to fund massive growth through revenue generation" and 

that the company "is ready to transact its [approximately] $1 B of private investment deals for 

revenue generation." 

31 . Investors sent their money to PrelPO either by check or wire transfer. Investor 

funds were then deposited into PreIPO's bank accounts, on which Grzan is a signatory. Mattera 

is not named as a signatory on any of PreIPO' s bank accounts. Yet, in January 2023, Mattera' s 

wife, who had never been an officer or director of PrelPO, was added as a signatory on the 

accounts. 

32. The PreIPO common stock offered and sold. by the Defendants is a security within 

the meaning of Section 2(a)(l) of the Securities Act, and Section 3(a)(l0) of the Exchange Act. 

The investments in PreIPO constitute investment contracts in that investors committed funds to 

participate in an investment opportunity; their fortunes were inextricably tied to the success or 

failure of PreIPO' s management; and their reasonable expectation of profits were derived from 

PreIPO management ' s efforts. In addition, PreIPO's offering materials provided to investors 

identified the common shares as securities. 

D. Defendants Made Material Misrepresentations and Omissions to Investors in 
Connection with the Offering of PreIPO's Securities 

(1) Defendants' Misstatements Regarding Pre/PO's Management 

33 . Defendants PrelPO, Mattera, and Grzan have made misstatements and omissions 

to investors and prospective investors regarding the identity of PreIPO's highest-ranking executive 

10 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 10 of 21



officer. Specifically, PreIPO's offering materials and website identify Grzan as being the 

company's CEO and include a biography that touts Grzan's experience as a "Serial C-Suite 

executive in the investment banking, private equity, and commercial banking sectors." Prior 

iterations of the offering materials used until August 31 , 2022, identified a different individual as 

the company' s CEO. 

34. These statements made to investors regarding the company's management are false 

and misleading. In reality, Mattera, a securities recidivist, is and has been at all times, the de facto 

CEO of PreIPO. Mattera has exercised complete control over all aspects of PreIPO' s business and 

operations and he is responsible for making or approving every major decision for the company. 

In fact, Mattera fired the former purported CEO of PreIPO after a disagreement and replaced him 

with Grzan. 

(2) Defendants' Misstatements and Omissions Regarding Use of Investor Funds 

35. Defendants PreIPO, Mattera, and Grzan have made misstatements and omissions 

regarding the use of investor proceeds and are misusing investor funds. The private placement 

memoranda (PPM) provided to investors include a "Use of Proceeds" section that specifically 

states: 

Proceeds from the Offering will be used to pay the costs of the 
Offering, for working capital, including, expansion of the 
management team development of the operating platform and 
business-related costs and expenses. 

In other marketing materials distributed to investors, PreIPO claims that it is using its offering for 

"[t]unding massive growth" and that the company is "poised to realize huge revenue through a 

combination of spreads, arbitrages, and licensing fees. " On PrerPO' s website, in the available 

"Company Deck," investors are also told that the company " is ready to transact its - $1 B of private 

investment deals for revenue generation." 

11 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 11 of 21



36. These representations are false and misleading. PreIPO's PPM and other offering 

materials fail to disclose to investors that of the $4.2 million raised from investors, only about 

$244,000, or 6% of investor money, has been towards the purchase of third-party software to 

support PreIPO' s purported online platform. 

37. Instead, in just a little over a year, PrelPO has used about $1 .7 million, or more than 

42% of the offering proceeds, to make undisclosed payments to Mattera, Grzan, and three other 

officers of PreIPO. The payments attributable to Mattera through a combination of his personal 

account and that of Boss Global's account totaled approximately $875,750. The payments 

attributable to Grzan totaled approximately $270,000. 

38. Specifically as to Mattera' s alter-ego, Boss Global, which has no apparent business 

function, received approximately $859,432 out of the $875,750 of investor funds attributable to 

Mattera, for no apparent legitimate purpose. And, true to Mattera' s modus operandi for which he 

has been criminally convicted and also subject to a permanent injunction from the Commission, 

Mattera has used investor money for his own personal use, spending several hundred thousand 

dollars on credit card bills and also spending toward financing high-end vehicles, amongst other 

expenditures. 

39. Mattera' s actual business plan appears to be to continue to raise investor money for 

his own personal consumption while spending minimum amounts on PreIPO's actual 

functionality. 

12 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 12 of 21



V. CLAIMS FOR RELIEF 

COUNTI 

Violations of Section 17(a)(l) of the Securities Act 
(as to all Defendants) 

40. The Commission adopts by reference paragraphs l through 39 of this Complaint. 

41 . Since at least March 2022 and continuing through the present, Defendants, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, knowingly or recklessly, directly or indirectly 

employed devices, schemes, or artifices to defraud. 

42. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(l) of the Securities Act [15 U.S.C. § 

77q(a)(l)] . 

COUNT II 

Violations of Section 17(a)(2) of the Securities Act 
(as to all Defendants) 

43 . The Commission adopts by reference paragraphs I through 39 of this Complaint. 

44. Since at least March 2022 and continuing through the present, Defendants, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, negligently obtained money 

or property by means of untrue statements of material facts and omissions to state material facts 

necessary in order to make the statements made, in the light of the circumstances under which they 

were made, not misleading. 

13 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 13 of 21



45. By reason of the foregoing, Defendants violated and, unless restrained and 

enjoined, are reasonably likely to continue to violate Section 17(a)(2) of the Securities Act [15 

U.S.C. § 77q(a)(2)]. 

COUNT III 

Violations of Section 17(a)(3) of the Securities Act 
(as to all Defendants) 

46. The Commission adopts by reference paragraphs 1 through 39 of this Complaint. 

47. Since at least March 2022 and continuing through the present, Defendants, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, negligently engaged in 

transactions, practices, or courses of business which have operated, are now operating or will 

operate as a fraud or deceit upon the purchasers. 

48. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(3) of the Securities Act (15 U.S.C. § 

77q(a)(3)]. 

COUNT IV 

Violations of Section lO(b) and Rule 1 0b-S(a) of the Exchange Act 
(as to all Defendants) 

49. The Commission adopts by reference paragraphs 1 through 39 of this Complaint. 

50. Since at least March 2022 and continuing through the present, Defendants, directly 

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly employed devices, schemes or artifices to defraud in connection with the 

purchase or sale of any security. 

14 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 14 of 21



51. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section l0(b) of the Exchange Act [15 U.S.C. § 78j(b)], 

and Exchange Act Rule l 0b-5(a) [17 C.F.R. § 240.1 0b-5(a)] . 

COUNTY 

Violations of Section 1 0(b) and Rule 1 0b-S(b) of the Exchange Act 
(as to all Defendants) 

52. The Commission adopts by reference paragraphs I through 39 of this Complaint. 

53. Since at least March 2022 and continuing through the present, Defendants, directly 

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in the light of the circumstances under which they 

were made, not misleading, in connection with the purchase or sale of any security. 

54. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section l 0(b) of the Exchange Act [15 U.S.C. § 78j(b)] , 

and Exchange Act Rule 1 0b-5(b) [ 17 C.F.R. § 240.1 0b-5(b)). 

COUNT VI 

Violations of Section lO(b) and Rule 10b-5(c) of the Exchange Act 
(as to all Defendants) 

55. The Commission adopts by reference paragraphs 1 through 39 of this Complaint. 

56. Since at least March 2022 and continuing through the present, Defendants, directly 

or indirectly, by use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly engaged in acts, practices, and courses of business which have operated, 

are now operating or will operate as a fraud upon any person in connection with the purchase or 

sale of any security. 

15 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 15 of 21



57. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section l0(b) of the Exchange Act [15 U.S.C. § 78j(b)], 

and Exchange Act Rule l 0b-5(c) [17 C.F.R. § 240. l 0b-5(c)]. 

COUNT VII 

Violations of Sections 5(a) and 5(c) of the Securities Act 
(as to all Defendants) 

58. The Commission adopts by reference paragraphs l through 39 of this Complaint. 

59. Since at least March 2022 and continuing through the present, the Defendants, 

directly or indirectly, have made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to sell securities, when no registration 

statement was in effect with the Commission as to such securities, and have made use of the means 

or instruments of transportation or communication in interstate commerce or of the mails to offer 

to sell such securities when no registration statement had been filed with the Commission as to 

such securities. 

60. There were no applicable exemptions from registration. 

61. By reason of the foregoing, Defendants violated and, . unless enjoined, are 

reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 

77e(a), (c)] . 

16 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 16 of 21



COUNT VIII 

Violations of Section 20(a) of the Exchange Act - Control Personal Liability 
(As to Mattera) 

62. The Commission adopts by reference paragraphs I through 39 of this Complaint. 

63. From March 2022 and continuing through the present, Mattera has been, directly 

or indirectly, a control person of Pre I PO for purposes of Section 20(a) of the Exchange Act, 15 

U.S.C. § 78t(a). 

64. From March 2022 through the present, PreIPO has violated Section 1 0(b) and Rule 

1 0b-5 of the Exchange Act. 

65. As a control person of PrelPO, Mattera is jointly and severally liable with and to 

the same extent as PreIPO for each of its violations of Section 1 0(b) and Rule 1 0b-5 of the 

Exchange Act. 

66. By reason of the foregoing, Mattera has violated and, unless restrained and 

enjoined, is reasonably likely to continue to violate, Sections 1 0(b) and 20(a), and Rule 1 0b-5 of 

the Exchange Act, 15 U.S.C. § 78j(b) and§ 78t(a), and 17 C.F.R. § 240.l0b-5. 

COUNTIX 

Unjust Enrichment 
(as to Relief Defendant Boss Global) 

67. The Commission adopts by reference paragraphs 1 through 39 of this Complaint. 

68. The Relief Defendant Boss Global obtained funds as part, and in furtherance of, the 

securities violations alleged above without a legitimate claim to those funds, and under those 

circumstances it is not just, equitable or considerable for the Relief Defendant to retain the funds. 

The Rel ief Defendant was unjustly enriched. 

69. Relief Defendant should be ordered to disgorge the funds it received as a result of 

Defendants' violations of the federal securities laws. 

17 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 17 of 21



VI. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court find the Defendants 

committed the violations alleged, and: 

I. 

Temporary Restraining Order and Preliminary Injunction 

Issue a Temporary Restraining Order and Preliminary Injunction, restraining and 

enjoining the Defendants from violating Sections 5(a) and 5(c) and l 7(a) of the Securities Act, 

and Sections l 0(b) and Rule l 0b-5 of the Exchange Act, and additionally as to Defendant 

Mattera, Section 20(a) of the Exchange Act. 

II. 

Permanent Injunction 

Issue a Permanent Injunction enjoining PrelPO, Mattera, and Grzan from violating 

Sections 5(a), 5(c), and l 7(a) of the Securities Act (15 U.S.C. §§ 77e(a), 77e(c), 77q(a)], and 

Section l0(b) of the Exchange Act (15 U.S.C. § 78j(b)] and Rule !0b-5 thereunder (17 C.F.R. § 

240.1 0b-5], and additionally as to Defendant Mattera, Section 20(a) of the Exchange Act. 

III. 

Asset Freeze and Accounting 

Issue an order freezing assets of PreIPO, Mattera, Grzan, and the Relief Defendant Boss 

Global until further notice of this Court, and further ordering Defendants PreIPO, Mattera, Grzan, 

and the Relief Defendant Boss Global to provide the Court with a sworn accounting. 

18 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 18 of 21



IV. 

Records Preservation 

Issue an order restraining and enjoining PreIPO, Mattera, Grzan, and Relief Defendant 

Boss Global, and each of their directors, officers, agents, servants, employees, attorneys, 

depositories, banks, and those persons in active concert or participation with any one or more of 

them, and each of them, from, directly or indirectly, destroying, mutilating, concealing, altering, 

disposing of, or otherwise rendering illegible in any manner, any of the books, records, documents, 

correspondence, brochures, manuals, papers, ledgers, accounts, statements, obligations, files and 

other property of or pertaining to PreIPO, Mattera, Grzan, and Relief Defendant Boss Global, 

wherever located and in whatever form , electronic or otherwise, that refer or relate to the acts or 

courses of conduct alleged in this Complaint, until further Order of this Court. 

V. 

Disgorgement and Prejudgment Interest 

Issue an Order directing PreIPO, Mattera, Grzan, and Relief Defendant Boss Global to 

disgorge all ill-gotten gains, including prejudgment interest, resulting from the acts and/or courses 

of conduct alleged in this Complaint. 

VI. 

Civil Penalty 

Issue an Order directing PreIPO, Mattera, and Grzan to pay civil money penalties 

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 2l(d)(3) of the 

Exchange Act [15 U.S.C. § 78(d)(3)]. 

19 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 19 of 21



VII. 

Officer and Director Bar 

Issue an Order barring Mattera and Grzan, pursuant to Section 20( e) of the Securities Act 

[15 U.S .C. § 77t(d)], and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from 

serving as an officer or director of any company that has a class of securities registered with the 

Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781], or that is required to 

file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

VIII. 

Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

IX. 

Retention of Jurisdiction 

Further, the Commission respectfully requests the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

to entertain any suitable application or motion by the Commission for additional relief within the 

jurisdiction of this Court. 

X. 

Demand for Jury Trial 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

20 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 20 of 21



Dated: August 14, 2023 

By: 

Respectfully submitted, 

Russell Koonin 
Senior Trial Counsel 
Fla. Bar No. 474479 
Direct Dial: (305) 982-6390 
Email: [email protected] 

Attorney for Plaintiff 
Securities and Exchange Commission 
801 Brickell Avenue, Suite 1950 
Miami, FL 33131 
Telephone: (305) 982-6300 
Facsimile: (305) 536-4154 

21 

Case 9:23-cv-81141-DMM   Document 1   Entered on FLSD Docket 08/14/2023   Page 21 of 21