SEC v. Charlie Javice; Olivier Amar; Charlie Javice 2021 Irrevocable Trust #1; and Charlie Javice 2021 Irrevocable Trust #2, No. 1:23-cv-02795, Southern District of New York (July 12, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Lindsay S. Moilanen
Daniel Loss
Wesley Wintermyer
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004
(212) 336-5571 (Loss)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------  x
SECURITIES AND EXCHANGE    :
COMMISSION,     :
       :
                                                Plaintiff,                        :            AMENDED            COMPLAINT
       :
v.                                                :            23            Civ.            2795            (LJL)
       :
CHARLIE            JAVICE            and                                                :
OLIVIER            AMAR,                                                            :            JURY            TRIAL            DEMANDED
       :
                                                Defendants,                        :
  :
   -and-    :
       :
CHARLIE JAVICE, in her capacity as Trustee   :
for the CHARLIE JAVICE 2021      :
IRREVOCABLE TRUST #1, and CHARLIE  :
JAVICE 2021  IRREVOCABLE TRUST #2, :
       :
                                                Relief            Defendants            :
--------------------------------------------------------------- x

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Charlie Javice (“Javice”) and Olivier Amar (“Amar”) (collectively, “Defendants”),
and Javice in her capacity as Trustee for Relief Defendants Charlie Javice 2021 Irrevocable Trust
#1 and Charlie Javice 2021 Irrevocable Trust #2 (collectively, “Relief Defendants”) alleges as
follows:

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SUMMARY
1. In the summer of 2021, Javice sold the company she founded, Frank,
1
 for $175
million to JPMorgan Chase Bank, N.A. (“JPMC”).  Through the deal, JPMC was eager to
acquire the identity information of Frank’s supposed 4.25 million customers or “users”—
purportedly students looking to finance their educations—that Javice repeatedly claimed Frank
had collected.  JPMC had been seeking to expand its market share for financial services and
products to the largely untapped student segment of the population and hoped to use Frank’s
customer information to target those prospects.
2. But, as both Defendants knew, Frank did not have 4.25 million student customers
or their identifying information.  Javice, as Frank’s CEO, and Amar, as the company’s Chief
Growth Officer, understood that Frank’s user data was a significant asset that JPMC wanted, and
that JPMC would not pursue an acquisition if it knew the truth:  that Frank in fact had identifying
data for only about 300,000 students.  Therefore, to ensure that JPMC went forward with the
transaction, Defendants embarked on a fraudulent scheme to (1) hide the fact that Frank had
identifying data for only about 300,000 students; and (2) fabricate data to conceal the falsity of
Javice’s claims.
3. Prior to the acquisition (which was documented as a merger), Javice repeatedly
touted—at times with Amar’s knowledge—that Frank had 4.25 million users, and explained in
meetings with JPMC employees that those 4.25 million users were students who had provided
their first name, last name, email address, and phone number to Frank.  When JPMC asked to
review the customer data, Javice paid a university professor to create fake data appearing to
represent 4.25 million customers.  Javice then provided that list of 4.25 million data entries to a

1
  The legal name for the company was TAPD, Inc. “Frank” was a doing-business-as alias.

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third-party validator, who in turn reported to JPMC that the data contained 4.25 million unique
customer accounts with a first name, last name, email address, and phone number.
4. In need of an alternative in case the university professor did not come through,
and aware that JPMC would have access to Frank’s real and much more limited student data
after the close of the acquisition, Defendants began an effort to create a list of real names that
could be falsely passed off as Frank’s customers.  To that end, Amar arranged for Frank to pay
$105,000 to a third party data compiler for a one-time use of its college student data.  Javice also
arranged for Frank to pay $75,000 to a different data compiler to augment the list Amar bought
with email and phone number data.
5. But, after the merger when JPMC used those sham lists to test a marketing
campaign by sending emails to a sample of who it thought were Frank’s customers, its campaign
reached few of the intended recipients, and the marketing email was opened by only a small
fraction of those it did reach.
6. JPMC conducted an internal investigation through which it learned that Frank did
not, in fact, have a list of 4.25 million legitimate users and that Defendants had engaged in a
months-long scheme to fabricate the data that they knew JPMC was paying $175 million to
acquire.

VIOLATIONS

7. By virtue of the foregoing conduct and as alleged further herein, Defendants
Javice and Amar have violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (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) and (c)].

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8. Defendant Javice further violated Section 17(a)(2) of the Securities Act [15
U.S.C. § 77q(a)(2)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-
5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
9. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section
20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Amar aided and abetted Javice’s
violations of Section 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 10b-5(c) thereunder.
10. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions and courses of business set forth in this Complaint, or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
11. The Commission brings this action pursuant to the authority conferred upon it by
Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)], and Section
21(d) of the Exchange Act [15 U.S.C. § 78u(d)], seeking a final judgment:  (a) permanently
enjoining Defendants from engaging in the acts, practices and courses of business alleged against
them herein; (b) ordering Defendants to disgorge all ill-gotten gains and to pay prejudgment
interest on those amounts pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15
U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Defendants to pay civil money
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)]; (d) permanently prohibiting Defendants
from acting as an officer or director of a public company 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)]; (e) ordering Relief Defendants to pay, jointly and severally with Javice, all ill-

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gotten gains by which they were unjustly enriched, with prejudgment interest, pursuant to
Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5)
and 78u(d)(7)]; and (f) ordering such other and further relief the Court may deem just and
proper.
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action 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].
13. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities
exchange, in connection with the transactions, acts, practices, or courses of business alleged
herein.
14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)],
and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions and
courses of business alleged in this Complaint occurred within this District, including that
employees of JPMC involved in the Frank acquisition worked from JPMC’s Manhattan offices,
Frank was represented in the acquisition negotiations by investment bankers located in
Manhattan, and negotiations over the terms of the acquisition, including at least two in-person
meetings took place in this District.
DEFENDANTS
15. Javice, age 31, resides in Miami Beach, Florida.  At all times relevant here,
Javice was the founder, CEO and a stockholder of TAPD, Inc., a for-profit company,
incorporated in Delaware in 2013, which began doing business as “Frank” in 2017.  As founder
and CEO, at all relevant times, Javice was the public face of Frank, and was the chief negotiator

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on behalf of Frank in its acquisition discussions with JPMC.  Javice signed the merger agreement
with JPMC on behalf of TAPD, Inc.  At the time of Frank’s acquisition, Javice controlled 8
million shares of TAPD, Inc. common stock and 2.5 million common stock warrants.  She
received approximately $9.7 million directly in proceeds from the merger, and millions more
indirectly, through the amounts JPMC paid to the Relief Defendants for Javice’s benefit.  As part
of the acquisition, JPMC appointed Javice to a managing director position at JPMC and gave her
an employment agreement that included a $20 million retention bonus.
16. Amar, age 49, resides in Port Washington, New York.  At all times relevant here,
Amar was Frank’s Chief Growth Officer, with responsibility for, among other things, user
metrics and growth strategies.  At the time of Frank’s acquisition, Amar held approximately 7
million shares of TAPD, Inc.  He received approximately $5 million in proceeds from the
merger.  As part of the acquisition, Amar became a JPMC employee and received an
employment agreement that included a $3 million retention bonus.
RELIEF DEFENDANTS
17. Charlie Javice 2021 Irrevocable Trust #1 (“Javice Trust 1”) is a Nevada trust
for which Javice acts as Trustee.  Javice formed the Javice Trust 1 in September 2021.  Pursuant
to the merger agreement by which JPMC acquired Frank (the “Merger Agreement”), JPMC
directed $4,700,000.11 of the merger consideration (minus amounts charged as selling expenses
and amounts escrowed as holdbacks) to Javice Trust 1.
18. Charlie Javice 2021 Irrevocable Trust #2 (“Javice Trust 2”) is a Nevada trust
for which Javice acts as Trustee.  Javice formed the Javice Trust 2 in September 2021.  Pursuant
to the Merger Agreement, JPMC directed $6,999,999.96 of the merger consideration (minus

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amounts charged as selling expenses and amounts escrowed as holdbacks) to Javice Trust 2.
2

RELEVANT ENTITIES
19. Frank was the doing-business-as name of TAPD, Inc., a Delaware corporation,
with its principal place of business in New York, New York.  Javice founded Frank in 2017.
Javice sought to make Frank a trusted online source to help students navigate every aspect of the
college financial aid process.  Frank offered students a tool to expedite completion of the Free
Application for Federal Student Aid (“FAFSA”), a time-consuming task required of students
seeking federal grants and loans.  As it grew, Frank also provided students with information on
scholarships, financial aid appeals, and college courses.
3

20. JPMC is a large financial institution, headquartered in Columbus, Ohio.  It
acquired Frank in a merger transaction for $175 million in mid-September 2021.
21. Investment Bank is a boutique investment and merchant bank that Javice hired to
help Frank find additional investors or to identify a possible acquirer and advise it on any
resulting transaction.  Javice was the primary source for the information that Frank’s Investment
Bank provided to potential investors and acquirers, while Amar also supplied certain data,
including information regarding Frank’s users and website visitors.

2
  Charlie Javice 2021 Irrevocable Trust #3 (“Javice Trust 3”) (also a Nevada trust for
which Javice acts as Trustee), was similarly set to receive merger proceeds pursuant to the
Merger Agreement.  However, all of the $7,133,805.83 consideration to be paid to the Javice
Trust 3 was held in escrow and has not been paid out to Javice Trust 3.

3
 JPMC ceased operating the Frank website in January 2023.

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FACTS
22. By 2021, Frank had grown to an online resource for college students and
prospective college students across the country.
23. Frank’s primary offering was its automated tool for quick completion and
submission of the FAFSA, which attracted students looking for financial aid to finance their
educations.  Frank claimed that its automated tool allowed students to complete the FAFSA in a
fraction of the time that it typically took to enter the required data manually.
24. By 2021, Frank had expanded into other areas of interest to these students.  It
offered information on available scholarships, resources for pursuing financial aid appeals, and a
market place for online college courses offered by third parties.
25. In presentations Frank made to potential acquirers in 2021, the company claimed
that it was “the trusted financial coach for students” and that its mission was “helping [students]
navigate finances from A-Z.”
26. In 2021, Frank’s website claimed that “4.25 million students choose Frank.”
Frank’s Efforts to Sell Itself
27. Since inception, Frank had financed its operations and growth primarily through
money raised in private placements of its common and preferred stock.
28. On January 25, 2021, Frank’s General Counsel (the “General Counsel”), signed
an engagement letter with the Investment Bank on behalf of Frank (the “IB Agreement”).
Pursuant to that agreement, the Investment Bank was to act as Frank’s “exclusive financial
advisor” in connection with any possible transaction by which Frank would merge with or sell
itself to a third party.

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29. Under the terms of the IB Agreement, Frank agreed that it would be “solely
responsible for the accuracy and completeness of the Offering Materials and represents and
warrants that the Offering Materials will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated . . . or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.”
30. Javice read and approved the IB Agreement.
31. Over the next few months, Investment Bank employees worked with Javice,
Amar, and the General Counsel to create pitch decks describing Frank’s products and market
reach (including data related to the number of users), its financials and anticipated growth,
potential new product offerings, and the status and pipeline of its contracts with third-parties for
cross-marketing partnerships.  As stated in these decks, which Javice and Amar received, Frank
had “4.25mm Students and Growing.”
32. The Investment Bank also worked with Javice, Amar, and the General Counsel to
populate a virtual data room with Frank data purporting to support the information in the pitch
decks; the data room would be opened to prospective acquirers for their review.
33. Javice reviewed and approved all pitch decks sent to potential acquirers.
34. By May 2021, Frank had entered into acquisition negotiations with one financial
institution, and Javice presented a pitch deck to that institution touting that there were “4.25mm
Frank Students & Growing.”  The large financial institution considered acquiring Frank in order
to market its financial products to what it believed was Frank’s user base of 4.25 million
students; ultimately, however, the financial institution decided not to acquire Frank.
35. In early 2021, a Frank board member approached JPMC about a possible
acquisition of Frank.  At this time, JPMC was focused on growing its market share of student

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customers and was interested in the leads that Frank offered in that market segment given its
touted engagement with over 4 million college-age or college-ready students.
36. Frank’s pitch deck, provided in early July 2021 to JPMC and approved by Javice,
included a slide that represented that Frank had “4.25mm Students and Growing.”  The 4.25
million student figure was repeated on five additional slides in the pitch deck.
37. After JPMC signed a non-disclosure agreement with Frank, Frank and the
Investment Bank opened Frank’s data room to JPMC on July 6, 2021.
38. Several documents concerning customer data were uploaded to the data room
with Javice’s approval and Amar’s knowledge.  One such document was a spreadsheet that
included a column labeled “FAFSA in Process” purporting to show 4,265,085 customers who
had started to fill out a FAFSA form using Frank’s online tool.  The spreadsheet showed that 2.1
million students had fully completed a FAFSA through Frank.
39. In later meetings, Javice explained that to begin the FAFSA process through
Frank, a user would first open an account and submit his or her name, email address, and phone
number.
40. On July 12 and July 13, 2021, JPMC employees met in Manhattan with Frank
representatives, including Javice and, remotely for a portion of the July 12 meeting, Amar, to
discuss the information in the data room and to gain a better understanding of Frank’s products
and customer base.  During both all-day meetings, Javice fielded most of the questions on behalf
of Frank.
41. At those meetings, Javice knowingly or recklessly confirmed the false statements
in the data room and the substance of her public statements about the size and nature of Frank’s
“users”:  she claimed that Frank had 4.25 million users.

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42. As Javice defined it at those meetings, a “user” was a Frank website visitor who
created a Frank account by submitting their first name, last name, email address, and phone
number to Frank.  Javice differentiated “user” from “visitor,” explaining that Frank had more
than 35 million visitors to its website, but that those visitors would be counted as “users” only
when they submitted their name, email, and phone number information.
43. The kinds of identifying information that had purportedly been provided by Frank
users were valuable to JPMC in its efforts to market to and attract new customers in the student
population because it would allow JPMC to target those students already familiar with Frank and
its financial aid services with marketing materials about JPMC’s broader array of financial
products and services.
44. Defendants understood that the student identifying information that Javice
claimed Frank had collected, in meetings as well as in documents uploaded to the data room, was
important to JPMC.
45. As Defendants knew or recklessly disregarded, the approximately 4.25 million
user number was false.  In fact, Frank had the name, email address, and phone number
information for only a fraction—approximately 300,000—of those students.
46. Javice presented the false number of users to JPMC repeatedly in multiple due
diligence meetings and calls.
47. On July 14, 2021, JPMC submitted a non-binding indication of interest to acquire
Frank’s outstanding stock for $175 million, subject to confirmatory due diligence.  Frank agreed
to grant JPMC a 14-day period of exclusivity, during which JPMC conducted additional due
diligence, including additional in-person meetings on July 19 and July 20, 2021.

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48. As part of its due diligence and follow-up requests, JPMC asked Javice to provide
a list of Frank’s customer accounts that included the identifying information Javice had
represented Frank possessed.  Javice attempted to dodge requests for specific details to support
her “user” claims, citing privacy concerns over sharing such personal identifying information
with a third party.  But JPMC insisted.
49. In an August 1, 2021 email, a JPMC employee asked Javice:  “How many
customer accounts have 100% of the below data?,” referring to first names, last names, dates of
birth, phone numbers, mailing addresses, email addresses, and other variables.  The email also
requested the following information:  “How many customer accounts have partial information?
Of partial records, what % include each data field below?  Validate the integrity of each of the
variables to the degree reasonable (e.g., data and email fields are captured in the appropriate
formats).”
50. Within minutes of receiving that email, Javice forwarded it to Amar.  Javice then
sent Amar a WhatsApp message, stating:  “Need to talk about a data pull and strategy.”  Javice
quickly followed that up with another WhatsApp message:  “Ur gonna need to block off ur day.”
51. Later on August 1, 2021, JPMC sent Javice an email stressing that its data
questions were “critical confirmatory due diligence requests” that were “conditions to closing the
transaction.”
Defendants Arranged to Provide Fabricated Data to JPMC to Support Javice’s False
User Representations

52. With the exclusivity period at an end, JPMC and Frank worked to resolve the
conflict between JPMC’s desire to verify Frank’s user claims and Frank’s stated privacy
concerns.

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53. JPMC proposed and Javice accepted the use of a third-party validator (the
“Validator”).  Pursuant to a data services and non-disclosure agreement with the Validator, Frank
would provide the Validator with “up to 4 million records of customer data,” without certain
personal identifiable information, and the Validator would “validate the coverage of the attribute
data” and “then provide a written report regarding the coverage of the attribute data” to JPMC
without disclosing any of the actual data Frank supplied.  Specifically, the validation report
would report to JPMC “[h]ow many UNIQUE customer accounts exist.”
54. Defendants recognized that they would have to fabricate data to supply to the
Validator to hide the fact that Frank actually had identifying information for only a fraction of
the approximately 4.25 million users that Javice had claimed.  Defendants agreed that they
should ask Frank’s Director of Engineering (the “Engineering Director”) to supply the missing
users by creating “synthetic data” of the users’ existence and identifying information.
55. On August 1, 2021, Javice emailed Amar and the Engineering Director a
spreadsheet that purported to show that Frank had 4,265,085 website visitors with a “FAFSA in
Process.”  As Javice noted in her cover email, this was the “data provided to JPM.”  The
spreadsheet contained certain general demographic data regarding these visitors on a cumulative
basis, such as their geographic location and degree interest.  However, the spreadsheet did not
contain their names, email addresses, phone numbers, or other identifying information.
56. Later on August 1, 2021, Amar sent Javice a WhatsApp message stating that he
would send her “the files [she] need[ed].”  In message a few minutes later, Javice asked if Amar
knew “how many records” were within the files.  Amar responded that there were “over 100k in
one of them,” which was a far cry from the approximately 4.25 million users represented to
JPMC.

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57. Early on August 2, 2021, Javice emailed the Engineering Director a link to a
website that described how to “generate synthetic data that is similar to the actual data in terms
of statistics and demographics.”
58. Javice and Amar held a videoconference call with the Engineering Director later
on August 2, 2021.  Amar explained to the Engineering Director that he and Javice wanted him
to take the information that Frank had available on 4.265 million visitors and use synthetic data
techniques to generate identifying information (e.g., names, email address, and phone numbers)
for those visitors, using the same demographics present in the real data (e.g., geographic location
and degree interest).
59. Previously, in connection with due diligence meetings with JPMC attended by the
Engineering Director, Javice had directed the Engineering Director not to discuss Frank’s user
metrics in terms of actual numbers with JPMC.
60. During the August 2, 2021 call with Defendants, the Engineering Director was
uneasy with their request.  Fearing that the synthetic data mimicking actual user data that they
were asking him to create might be used to attract investors, the Engineering Director asked
Defendants whether creating such synthetic data was legal.  Javice assured him that it was and
responded that no one would end up in “orange jumpsuits.”
61. The Engineering Director refused to comply with Defendants’ request to create
synthetic data.  Instead, on August 2, 2021, the Engineering Director forwarded Javice a link to
the data of Frank’s actual users for whom it had identifying information.  As the Engineering
Director explained to Javice in a separate message, over Slack, the data showed “142K”
individuals who had “applications at least started.”  Javice directed the Engineering Director also
to “count users who don[’]t have an application.”  The Engineering Director responded:  “if [I]

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count users with no fafsa applications, we get ~293192 records.”  Javice responded:  “Exactly.”
62. While corresponding with the Engineering Director over Slack regarding these
data counts, Javice messaged Amar on WhatsApp saying that the Engineering Director’s
spreadsheet “is only 142k rows which can’t be right[.]  We’ve spent too much $ for emails or
first names[.]”  Seconds later, Amar responded:  “No, it makes sense[.]  I think[.]”
63. Unable to obtain the fabricated data from the Engineering Director, Javice and
Amar discussed options for external parties from whom they could obtain data.  On August 2,
2021, Javice sent Amar WhatsApp messages containing links to three websites related to
retrieving personal identification information on individuals.  Javice also asked Amar to inform
her when he “g[o]t a hold of” Data Compiler 1, a marketing company that boasts “the most
comprehensive, accurate and responsive data of high school students, college students, and
young adults available anywhere.”
64. Later that day, Amar informed Javice that he had reached out to Data Compiler 1.
Amar also wrote, over WhatsApp, that he would “research [additional options] to see if they can
take data dumps.”  Javice responded:  “[Y]ep.  At this point whoever is quickest to onboard.”
65. Also on August 2, 2021, Javice reached out to a data science professor at a local
university whom she had met in college (the “Data Science Professor”).  The next day, Javice
and the Data Science Professor had a call “to walk through all the data.”  Within fifteen minutes
of that call, Javice sent Amar a WhatsApp message saying:  “I found my genius.  He says it will
take him an hour[.]”  Amar responded:  “Great.”
66. On August 3, 2021, Javice provided the Data Science Professor with the list of
approximately 142,000 individuals, which she had obtained from the Engineering Director.
Javice retained the Data Science Professor to use “synthetic data” to create 4.265 million

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customer names, email addresses, phone numbers, and varying amounts of other identifying
information requested by JPMC.
67. Thereafter, in a series of messages, Javice guided the Data Science Professor in
creating a list of fake user data, answering questions from him about how the data should look.
68. For example, Javice confirmed that the Data Science Professor would “sample
first name and last name independently and then ensure none of the sampled names are real.”
69. For address information, Javice and the Data Science Professor agreed that while
real addresses would not be used, street names would match actual street names located in the
state for that address.
70. The Data Science Professor warned that because the information he was
supplying indicated that many of the “students” were living, and attending high school and
college in the same town and state, it “would look fishy” if someone “were to audit it.”
71. When the Data Science Professor advised that it would be difficult to create real-
looking email addresses, Javice suggested that he instead insert a “unique ID.”  Unique IDs are
commonly used to share sensitive real information by replacing the real data with a unique, and
random, alphanumeric string.  But Javice was suggesting their use to conceal the obviously fake
data, and to create the misimpression that real, but sensitive, data was being protected.
72. On August 4, 2021, Javice provided the Data Science Professor with a draft data
validation “report [that they] would need to make sure matches” to the data that the Data Science
Professor was working to generate.  The report was already preloaded with counts showing that
Frank had 4,265,085 unique customer accounts with a first name, last name, email address, and
phone number.

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73. On August 5, 2021, the Data Science Professor finished generating a list of
exactly 4,265,085 “user” accounts with a first name, last name, email address (provided as a
Unique ID), and phone number, along with varying amounts of other identifying information.
74. Also on August 5, 2021, Javice informed Amar via WhatsApp that the Data
Science Professor had “[f]inished [the] data” earlier that morning.  Amar asked, “How’[d] it
go?,” and Javice responded that the Data Science Professor “did a fantastic job.  Truly.  We
powered through together.”  Amar responded, “Nice.”
75. That same day, Javice directed the Data Science Professor to submit his list of
4.265 million synthetically-generated users to the Validator.
76. After its review of the data, the Validator advised Javice in an August 5, 2021
email that it had validated that certain fields were “populated versus null/blank.”  The Validator
attached its “Validation” report that reflected that 100% of the 4,265,085 entries it reviewed had
data in the first name, last name, email address, and phone fields.
77. Javice authorized the Validator to release the report to JPMC, but asked that it
“not share additional background” with JPMC.
78. After the report was delivered to JPMC, Javice requested that the Validator delete
the data that Frank had provided through the Data Science Professor.
79. With their fabricated data now successfully “validated,” Javice paid the Data
Science Professor for his services.  On August 5, 2021, and in response to his invoice for
$13,300, which detailed the work he performed creating the synthetic data, Javice told the Data
Science Professor to send back an invoice for $18,000, giving him a bonus.  To avoid creating
written evidence of the fabrication, Javice also requested that the Data Science Professor prepare
a new invoice containing “just one line item for data analysis.”

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In Anticipation of JPMC’s Access to the Data Post-merger, Defendants Bought Data to
Cover Up their Earlier Deceptions

80. On August 8, 2021, JPMC and Frank entered into the definitive Merger
Agreement and set the closing date for September 14, 2021.  Javice signed the Merger
Agreement on behalf of TAPD, Inc., as its CEO.  Pursuant to the Merger Agreement, JPMC
acquired all of Frank’s outstanding common and preferred stock for total consideration of $175
million, and Defendants and others from Frank were offered positions with JPMC post-merger.
Javice was entitled to a $20 million retention bonus, and Amar was entitled to a $3 million
retention bonus.
81. Javice’s employment offer, which she signed on August 4, 2021, stated that
performance indicators of her new job would include “expand[ing] [Frank’s] engaged customer
user base of 4.25 MM households to 10MM+ households over the next three years.”
82. Defendants anticipated that, after the closing, JPMC would soon ask for
unrestricted access to Frank’s purported list of 4.25 million users.  Recognizing that their scheme
would immediately be unmasked if they delivered the data that the Data Science Professor had
fabricated, Defendants scrambled to buy data from data providers that at least consisted of real
students, even if those students never had a connection to Frank.
83. To that end, as noted above, even before the Merger Agreement was signed, Amar
reached out to Data Compiler 1 at the direction of Javice.  Amar sent the following inquiry to
Data Compiler 1 on the morning of August 2, 2021:  “We’re looking to augment the marketing
data we have to complete the picture.  Would love to speak to someone soon.”
84. Later on August 2, 2021, Amar asked Data Compiler 1 how much it would cost to
buy its “list of students currently in college.”  Data Compiler 1 responded by recommending that
Frank “licens[e] the database for annual use as opposed to renting the data for a one-time use.”

19

Amar spoke to Data Compiler 1 over the phone and kept Javice informed of his conversations
with them.
85. On the morning of August 3, 2021, Javice asked Amar over WhatsApp, “Where
are we with [Data Compiler 1]?”  Amar responded that “they’re getting back to me today with
numbers and a sample.”  Later that day, Javice sent Amar the following WhatsApp message:  “I
need the data today.”  Amar responded that Data Compiler 1 could provide “the 3m at 5 cents,”
which would cost approximately $150,000.  Javice responded:  “Do it.”  Javice signed a credit
card order form authorizing Frank to make a maximum $150,000 order from Data Compiler 1.
Amar provided the signed order form to Data Compiler 1.
86. Also on August 3, 2021, Amar informed Javice via WhatsApp that Data Compiler
1 was sending a “100K test and then we can move on the 3M.”  Javice responded:  “They don’t
have more?  Need 4.5M.”  Amar explained that Data Compiler 1 could provide up to seven
million records, but that “[o]nly 3M will have emails.”  Javice responded:  “[T]hat[’]s fine.
[A]ddresses are good[,] or phone #[.]”
87. Later on August 3, 2021, Javice executed a “Data Rental Agreement” between
Frank and Data Compiler 1 (“Data Rental Agreement 1”).  Amar was listed as Frank’s primary
contact.  The agreement specified that Data Compiler 1 would send Frank a “random select[ion]
of 100,000 records with email (where available),” for the stated purpose of “internal matching”
by Frank, for the price of $4,500.
88. Early on August 5, 2021, Amar pressed Data Compiler 1 to “prepare the lists of
4.5m (2.8m with emails and 1.7m without) as well as confirm pricing” by 3:30 p.m. that day.  He
noted that Frank was “rushed” and that if they could not “close this today, we will have to move
forward with another vendor as we have limited time with this data scientist and time is ticking.”

20

Amar was referring to the desire to share information provided by Data Compiler 1 with the Data
Science Professor to incorporate in the Data Science Professor’s then-ongoing work.
89. That same day, Javice pressed Amar to call and email Data Compiler 1, as it was
“seriously urgent” to get the data.  Amar responded that he had “spoke[n] to them,” would have a
meeting with them at 3:30 p.m. that day, and had “told them [he] wanted [the data] ready by
then.”
90. After Data Compiler 1 informed Amar that it could provide him with the data that
day (August 5, 2021), it asked him if he wanted to increase the number of records without
emails, as the “exact count for the email addresses is 2,460,489,” which was 339,511 short of
Amar’s 2,800,000 goal.  Amar confirmed that was his preference, as he wanted the “tot[al]s to be
4.5m.”  Within minutes, Amar informed Javice over WhatsApp:  “You’ll have 4.5m users today.
Just closed it[.]  2.3 cents per user.  [$]105k price.”  Javice responded:  “[P]e[r]fect.”
91. Later on August 5, 2021, Javice executed a second Data Rental Agreement
between Frank and Data Compiler 1 (“Data Rental Agreement 2”).  Amar was listed as Frank’s
primary contact.  The agreement specified that Data Compiler 1 would send Frank data from its
“File Years: 2017 – 2021,” for the stated purpose of “internal use” by Frank, for the price of
$105,000.
92. Javice approved the payment of $105,000 for Data Compiler 1’s list of 4.5 million
students.
93. On August 5, 2021, Data Compiler 1 emailed Amar links to access data on 4.5
million students broken into two lists of data:  one contained data on approximately 2,460,489
students, including their email addresses; the other contained data on approximately 2,039,511
students, but did not include their email addresses.  Neither list included telephone numbers.

21

Amar forwarded the links to these lists to Javice.
94. Early on August 6, 2021, Javice asked Amar to ask Data Compiler 1 “for the
exact row count across every data attribute from all the files they sent over” for the following
attributes:  “1. First Name. 2. Last Name. 3. Email. 4. Address.”  In response to Amar’s request,
Data Compiler 1 confirmed that both files had “100% of name and address” data populated, but
only the “email file” of 2,460,489 students had “100% of email” also populated.  Amar sent this
information to Javice.
95. After Javice learned from Amar that Data Compiler 1’s list would not include
phone numbers, on August 6, 2021, Javice texted the Data Science Professor.  She wrote:
“Weird question – if I have names, emails, physical address for contacts – can we augment the
data with phone numbers from white pages database?”  The Data Science Professor agreed to
work on the issue and asked her to send him a test batch of data files to which the phone numbers
would be appended.
96. On August 10, 2021, the Data Science Professor contacted Data Compiler 2.  Data
Compiler 2 is a public records aggregator.  At Javice’s direction, the Data Science Professor
informed Data Compiler 2 that the data sought would be used to “enrich . . . contacts.”
97. Javice sent the Data Science Professor the Data Compiler 1 student data that
Amar had sent her.  On August 23, 2021, the Data Science Professor sent the Data Compiler 1
data to Data Compiler 2 and asked that they identify matching phone numbers and email
addresses associated with that data.
98. Data Compiler 2 was able to provide email addresses for less than half of the
students in Data Compiler 1’s data.  On August 29, 2021, Javice instructed Data Compiler 2 to
run the student information through their database with just the address information from the

22

Data Compiler 1 list in an effort to increase the email hits, essentially instructing Data Compiler
2 to provide email addresses found for any person located at the provided address, whether the
student or not (the “household email data”).
99. Javice’s proposed search parameters increased the number of emails retrieved.
On September 9, 2021, Data Compiler 2 emailed Javice and the Data Science Professor data
containing approximately 1.9 million email addresses for the approximately 4.5 million student
records obtained from Data Compiler 1.
100. Frank paid Data Compiler 2 $75,000 for its data.
101. With the data bought from Data Compiler 1 and Data Compiler 2 combined,
Defendants now had a list of approximately 4.5 million students with identifying information.
Because Frank, through its own business, had attracted only 300,000 students who provided their
email, phone number, and other personal identifying information, few (if any) on the lists Javice
and Amar had caused Frank to purchase represented students who had actually interacted with
Frank.
JPMC Discovered Javice’s Fraudulent Scheme
102. The acquisition closed on September 14, 2021, and Defendants, along with a few
other Frank employees, became employees of JPMC.
103. By January 2022, Defendants were still working on the Frank product as JPMC
employees.
104. In January 2022, JPMC sought to begin the cross-marketing of JPMC’s financial
products to Frank’s users.
105. On January 6, 2022, a team of JPMC employees asked Amar for the “Frank user
data” that Javice had told JPMC that Frank possessed, and which had supposedly been validated

23

by the Validator.  Amar responded that Frank’s engineering team was “presently bogged down in
fixing a critical issue in processing financial aid applications” and would not be able to meet
JPMC’s requested four-day “deadline as a result.”
106. In a separate email, not including Amar or Javice, JPMC employees asked an
engineering employee working on the Frank product “what the tech issue is with Frank” and
whether it was “reported somewhere.”  The engineering employee forwarded these questions to
Frank’s Engineering Director, who was now also a JPMC employee.  None of the employees
responded by identifying any tech issues.
107. On January 14, 2022, Amar held a videoconference call with the Engineering
Director to discuss JPMC’s request for Frank’s user data.
108. Over WhatsApp, Amar contemporaneously informed Javice that he was “in with
[the Engineering Director] now.”  Javice instructed Amar to “tell [the Engineering Director] to
start with [F]rank files first for data requested,” which she clarified were “[t]he fafsa
ones.”  Amar informed Javice that the Engineering Director “says he never touched the [Data
Compiler 1] list,” referring to the data lists that Frank procured from Data Compiler 1 for
$105,000.  Javice responded:  “[I] know[.]”  Amar then suggested that the Data Science
Professor “will have to do the [Data Compiler 1] list.”
109. Later on January 14, 2022, Amar informed Javice that the FAFSA list, pulled by
the Engineering Director, contained “140063 FAFSA users with the 5 parameters.”  Javice asked
Amar to put the file into an Excel spreadsheet.  She later added:  “We’ll send it all to [the Data
Science Professor] to clean and send as one file” together with the data obtained from Data
Compiler 1.

24

110. On January 21, 2022, Javice directed an engineering employee working on the
Frank product to provide JPMC’s marketing team with the data Amar had bought from Data
Compiler 1.  The engineering employee did so and, in a later email internal to the Frank group
(including Defendants), confessed that he was “not sure about the source of the data” that he had
sent JPMC’s marketing team.  Neither Javice nor Amar revealed to JPMC the actual source of
the data that the engineering employee had provided.
111. Later, in early February 2022, Javice sent the marketing team an edited version of
the combined Data Compiler 1 list with the data obtained from Data Compiler 2, which included
the household email data (the “Augmented List”).  Despite knowing that both lists had been
bought from commercial data aggregators and did not represent actual Frank users, Javice told
no one on JPMC’s marketing team that the Augmented List contained data that came from
anywhere other than Frank.
112. In July 2022, JPMC’s marketing team sampled 400,000 names from the
Augmented List to launch a test email marketing JPMC’s financial services to what it thought
were Frank users.  Of the emails sent to the sample, only 28% of the emails were confirmed
delivered to an operational email address, and just 1.1% of those were opened by the recipient.
Both statistics were far below the typical delivery success rates experienced by JPMC for its
email campaigns.
113. JPMC conducted an internal investigation regarding the poor results from the
email marketing campaign.  Because Frank’s historic emails and data had been transferred to
JPMC as part of the merger, JPMC discovered Javice’s conversations with the Data Science
Professor about creating synthetic data to provide to the Validator and the Data Compiler 1 list
that Amar had purchased.

25

114. As a result of that investigation, JPMC learned that Frank did not have any list of
4.25 million legitimate users with the identifying information Javice had represented it
possessed, and that Defendants had engaged in a months-long scheme to fabricate the data that
Defendants knew JPMC was paying $175 million to acquire.
FIRST CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(Javice)

115. The Commission realleges and incorporates by reference herein each and every
allegation in paragraphs 1–8 and 10–114.
116. Javice, directly or indirectly, singly or in concert with others, and in the offer or
sale of securities, by use of the means or instruments of transportation or communication in
interstate commerce or by use of the mails, (1) knowingly or recklessly has employed one or
more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently has
obtained money or property by means of one or more untrue statements of a material fact or
omissions of a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, and (3) knowingly, recklessly, or
negligently has engaged in one or more transactions, practices or courses of business which
operated or would operate as a fraud or deceit upon a purchaser.
117. By virtue of the foregoing, Javice, directly or indirectly, has violated, and unless
restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C.
§ 77q(a)].
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Sections 17(a)(1) and 17(a)(3)
(Amar)

118. The Commission realleges and incorporates by reference herein each and every

26

allegation in paragraphs 1–7 and 9–114.
119. As alleged above, Javice violated Sections 17(a)(1) and 17(a)(3) of the Securities
Act [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
120. Amar knowingly or recklessly provided substantial assistance to Javice with
respect to her violations of Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1)
and 77q(a)(3)].
121. By reason of the foregoing, Amar is liable pursuant to Securities Act Section
15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Javice’s violations of Securities Act Sections
17(a)(1)( and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], and, unless restrained and
enjoined, will again aid and abet these violations.
THIRD CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Javice)

122. The Commission realleges and incorporates by reference herein each and every
allegation contained in paragraphs 1–8 and 10–114.
123. Javice, directly or indirectly, singly or in concert with others, and in connection
with the purchase or sale of a security, used the means or instrumentalities of interstate
commerce or of the mails or of a facility of a national securities exchange (1) to knowingly or
recklessly employ one or more devices, schemes, or artifices to defraud; (2) to knowingly or
recklessly make one or more untrue statements of a material fact or to omit to state one or more
material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and (3) to knowingly or recklessly engage in one
or more acts, practices, or courses of business which operated or would operate as a fraud or
deceit upon others.

27

124. By virtue of the foregoing, Javice violated, and unless restrained and enjoined,
will continue violating, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a)
and 10b-5(c) Thereunder
(Amar)

125. The Commission realleges and incorporates by reference herein each and every
allegation in paragraphs 1–7 and 9–114.
126. As alleged above, Javice violated Section 10(b) of the Exchange Act [15 U.S.C.
§ 78j(b)] and Rules 10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 240.10b-
5(c)].
127. Amar knowingly or recklessly provided substantial assistance to Javice with
respect to her violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a)
and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 240.10b-5(c)].
128. By reason of the foregoing, Amar is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Javice’s violations of Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§  240.10b-
5(a) and 240.10b-5(c)], and, unless restrained and enjoined, will again aid and abet these
violations.
FIFTH CLAIM FOR RELIEF
Violations of Sections 17(a)(1) and (3) of the Securities Act
(Amar)
129. The Commission realleges and incorporates by reference herein each and every
allegation contained in paragraphs 1–7, 10–38, 40, 43–45, and 47–114.

28

130. Amar, directly or indirectly, singly or in concert with others, by use of the means
or instruments of transportation or communication in interstate commerce or by use of the mails
in the offer or sale of securities, knowingly or recklessly has employed one or more devices,
schemes or artifices to defraud; and knowingly, recklessly, or negligently has engaged in one or
more transactions, practices or courses of business which operated or would operate as a fraud or
deceit upon a purchaser.
131. By virtue of the foregoing, Amar directly or indirectly, violated, and unless
restrained and enjoined, will continue violating, Sections 17(a)(1) and (3) of the Securities Act
[15 U.S.C. §§ 77q(a)(1) and (3)].
SIXTH CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) Thereunder
(Amar)
132. The Commission realleges and incorporates by reference herein each and every
allegation contained in paragraphs 1–7, 10–38, 40, 43-45, and 47-114.
133. Amar directly or indirectly, singly or in concert with others, in connection with
the purchase or sale of a security, used the means or instrumentalities of interstate commerce or
of the mails or of a facility of a national securities exchange to knowingly or recklessly employ
devices, schemes, or artifices to defraud; and to knowingly or recklessly engage in one or more
acts, practices, or courses of business which operated or would operate as a fraud or deceit upon
others.
134. By virtue of the foregoing, Amar violated, and unless restrained and enjoined,
will continue violating, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-
5(a) and (c) [17 C.F.R. § 240.10b-5(a) and (c)].

29

SEVENTH CLAIM FOR RELIEF
Unjust Enrichment
(Relief Defendants Javice Trust 1 and Javice Trust 2)

135. The Commission realleges and incorporates by reference herein each and every
allegation contained in paragraphs 1–114.
136. Javice Trust 1 and Javice Trust 2 each received proceeds from JPMC pursuant to
the Merger Agreement.
137. Neither Javice Trust 1 nor Javice Trust 2 has any legitimate claim to those ill-
gotten gains.
138. Javice Trust 1 and Javice Trust 2 each obtained the funds under circumstances in
which it is not just, equitable, or conscionable for any of them to retain the funds.
139. Javice Trust 1 and Javice Trust 2 each has therefore been unjustly enriched.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently restraining and enjoining Javice, and her agents, servants, employees and
attorneys and all 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, directly or
indirectly, Section 17(a) of the Securities Act [15 U.S .C. § 77q(a)] and Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.§ 240.10b-5];
II.
Permanently restraining and enjoining Amar, and his agents, servants, employees and
attorneys and all persons in active concert or participation with them who receive actual notice

30

of the injunction by personal service or otherwise, and each of them, from violating, directly or
indirectly, Section 17(a) of the Securities Act [15 U.S .C. § 77q(a)] and Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.§ 240.10b-5];
III.
Ordering Defendants to disgorge all ill-gotten gains she received directly or indirectly,
with prejudgment interest thereon, as a result of the alleged violations, pursuant to Sections
21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and
78u(d)(7)];
IV.

Ordering Defendants to pay civil money 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)];
V.
Permanently prohibiting Javice and Amar from acting as an officer or director of a public
company 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)];
VI.
Ordering Relief Defendants Javice Trust 1 and Javice Trust 2 to pay, jointly and severally
with Javice, all ill-gotten gains by which each of them was unjustly enriched, with prejudgment
interest, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§
78u(d)(3), 78u(d)(5), and 78u(d)(7)]; and
VII.
Granting such other and further relief as this Court deems just and appropriate.

31

JURY DEMAND
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.
Dated:  New York, New York
July 12, 2023
/s/ Antonia M. Apps________________________
 ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Lindsay S. Moilanen
Daniel Loss
Wesley Wintermyer, pro hac vice
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-5571 (Loss)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
Lindsay S. Moilanen 
Daniel Loss 
Wesley Wintermyer 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004 
(212) 336-5571 (Loss) 
  
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
-------------------------------------------------------------- x 
SECURITIES AND EXCHANGE    : 
COMMISSION,     : 
       : 
    Plaintiff,  : AMENDED COMPLAINT  
       : 

v.    : 23 Civ. 2795 (LJL) 
       :   
CHARLIE JAVICE and    : 
OLIVIER AMAR,     : JURY TRIAL DEMANDED 
       : 
    Defendants,  : 

  : 
   -and-    : 
       : 
CHARLIE JAVICE, in her capacity as Trustee : 
for the CHARLIE JAVICE 2021    : 
IRREVOCABLE TRUST #1, and CHARLIE  : 
JAVICE 2021  IRREVOCABLE TRUST #2, : 
       : 
    Relief Defendants : 
--------------------------------------------------------------- x 
  

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

Defendants Charlie Javice (“Javice”) and Olivier Amar (“Amar”) (collectively, “Defendants”), 

and Javice in her capacity as Trustee for Relief Defendants Charlie Javice 2021 Irrevocable Trust 

#1 and Charlie Javice 2021 Irrevocable Trust #2 (collectively, “Relief Defendants”) alleges as 

follows: 

 

Case 1:23-cv-02795-LJL   Document 41   Filed 07/12/23   Page 1 of 31



 

2 
 

SUMMARY 

1. In the summer of 2021, Javice sold the company she founded, Frank,1 for $175 

million to JPMorgan Chase Bank, N.A. (“JPMC”).  Through the deal, JPMC was eager to 

acquire the identity information of Frank’s supposed 4.25 million customers or “users”—

purportedly students looking to finance their educations—that Javice repeatedly claimed Frank 

had collected.  JPMC had been seeking to expand its market share for financial services and 

products to the largely untapped student segment of the population and hoped to use Frank’s 

customer information to target those prospects. 

2. But, as both Defendants knew, Frank did not have 4.25 million student customers 

or their identifying information.  Javice, as Frank’s CEO, and Amar, as the company’s Chief 

Growth Officer, understood that Frank’s user data was a significant asset that JPMC wanted, and 

that JPMC would not pursue an acquisition if it knew the truth:  that Frank in fact had identifying 

data for only about 300,000 students.  Therefore, to ensure that JPMC went forward with the 

transaction, Defendants embarked on a fraudulent scheme to (1) hide the fact that Frank had 

identifying data for only about 300,000 students; and (2) fabricate data to conceal the falsity of 

Javice’s claims.     

3. Prior to the acquisition (which was documented as a merger), Javice repeatedly 

touted—at times with Amar’s knowledge—that Frank had 4.25 million users, and explained in 

meetings with JPMC employees that those 4.25 million users were students who had provided 

their first name, last name, email address, and phone number to Frank.  When JPMC asked to 

review the customer data, Javice paid a university professor to create fake data appearing to 

represent 4.25 million customers.  Javice then provided that list of 4.25 million data entries to a 

                                                 
1  The legal name for the company was TAPD, Inc. “Frank” was a doing-business-as alias. 

Case 1:23-cv-02795-LJL   Document 41   Filed 07/12/23   Page 2 of 31



 

3 
 

third-party validator, who in turn reported to JPMC that the data contained 4.25 million unique 

customer accounts with a first name, last name, email address, and phone number.   

4. In need of an alternative in case the university professor did not come through, 

and aware that JPMC would have access to Frank’s real and much more limited student data 

after the close of the acquisition, Defendants began an effort to create a list of real names that 

could be falsely passed off as Frank’s customers.  To that end, Amar arranged for Frank to pay 

$105,000 to a third party data compiler for a one-time use of its college student data.  Javice also 

arranged for Frank to pay $75,000 to a different data compiler to augment the list Amar bought 

with email and phone number data. 

5. But, after the merger when JPMC used those sham lists to test a marketing 

campaign by sending emails to a sample of who it thought were Frank’s customers, its campaign 

reached few of the intended recipients, and the marketing email was opened by only a small 

fraction of those it did reach.   

6. JPMC conducted an internal investigation through which it learned that Frank did 

not, in fact, have a list of 4.25 million legitimate users and that Defendants had engaged in a 

months-long scheme to fabricate the data that they knew JPMC was paying $175 million to 

acquire. 

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Defendants 

Javice and Amar have violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (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) and (c)]. 

Case 1:23-cv-02795-LJL   Document 41   Filed 07/12/23   Page 3 of 31



 

4 
 

8. Defendant Javice further violated Section 17(a)(2) of the Securities Act [15 

U.S.C. § 77q(a)(2)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-

5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

9. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section 

20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Amar aided and abetted Javice’s 

violations of Section 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 10b-5(c) thereunder. 

10. Unless Defendants are restrained and enjoined, they will engage in the acts, 

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

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

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

11. The Commission brings this action pursuant to the authority conferred upon it by 

Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)], and Section 

21(d) of the Exchange Act [15 U.S.C. § 78u(d)], seeking a final judgment:  (a) permanently 

enjoining Defendants from engaging in the acts, practices and courses of business alleged against 

them herein; (b) ordering Defendants to disgorge all ill-gotten gains and to pay prejudgment 

interest on those amounts pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 

U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Defendants to pay civil money 

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)]; (d) permanently prohibiting Defendants 

from acting as an officer or director of a public company 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)]; (e) ordering Relief Defendants to pay, jointly and severally with Javice, all ill-

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gotten gains by which they were unjustly enriched, with prejudgment interest, pursuant to 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) 

and 78u(d)(7)]; and (f) ordering such other and further relief the Court may deem just and 

proper. 

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action 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].   

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

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

exchange, in connection with the transactions, acts, practices, or courses of business alleged 

herein. 

14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], 

and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions and 

courses of business alleged in this Complaint occurred within this District, including that 

employees of JPMC involved in the Frank acquisition worked from JPMC’s Manhattan offices, 

Frank was represented in the acquisition negotiations by investment bankers located in 

Manhattan, and negotiations over the terms of the acquisition, including at least two in-person 

meetings took place in this District. 

DEFENDANTS 

15. Javice, age 31, resides in Miami Beach, Florida.  At all times relevant here, 

Javice was the founder, CEO and a stockholder of TAPD, Inc., a for-profit company, 

incorporated in Delaware in 2013, which began doing business as “Frank” in 2017.  As founder 

and CEO, at all relevant times, Javice was the public face of Frank, and was the chief negotiator 

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on behalf of Frank in its acquisition discussions with JPMC.  Javice signed the merger agreement 

with JPMC on behalf of TAPD, Inc.  At the time of Frank’s acquisition, Javice controlled 8 

million shares of TAPD, Inc. common stock and 2.5 million common stock warrants.  She 

received approximately $9.7 million directly in proceeds from the merger, and millions more 

indirectly, through the amounts JPMC paid to the Relief Defendants for Javice’s benefit.  As part 

of the acquisition, JPMC appointed Javice to a managing director position at JPMC and gave her 

an employment agreement that included a $20 million retention bonus.   

16. Amar, age 49, resides in Port Washington, New York.  At all times relevant here, 

Amar was Frank’s Chief Growth Officer, with responsibility for, among other things, user 

metrics and growth strategies.  At the time of Frank’s acquisition, Amar held approximately 7 

million shares of TAPD, Inc.  He received approximately $5 million in proceeds from the 

merger.  As part of the acquisition, Amar became a JPMC employee and received an 

employment agreement that included a $3 million retention bonus.  

RELIEF DEFENDANTS 

17. Charlie Javice 2021 Irrevocable Trust #1 (“Javice Trust 1”) is a Nevada trust 

for which Javice acts as Trustee.  Javice formed the Javice Trust 1 in September 2021.  Pursuant 

to the merger agreement by which JPMC acquired Frank (the “Merger Agreement”), JPMC 

directed $4,700,000.11 of the merger consideration (minus amounts charged as selling expenses 

and amounts escrowed as holdbacks) to Javice Trust 1. 

18. Charlie Javice 2021 Irrevocable Trust #2 (“Javice Trust 2”) is a Nevada trust 

for which Javice acts as Trustee.  Javice formed the Javice Trust 2 in September 2021.  Pursuant 

to the Merger Agreement, JPMC directed $6,999,999.96 of the merger consideration (minus 

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amounts charged as selling expenses and amounts escrowed as holdbacks) to Javice Trust 2.2   

RELEVANT ENTITIES 

19. Frank was the doing-business-as name of TAPD, Inc., a Delaware corporation, 

with its principal place of business in New York, New York.  Javice founded Frank in 2017.  

Javice sought to make Frank a trusted online source to help students navigate every aspect of the 

college financial aid process.  Frank offered students a tool to expedite completion of the Free 

Application for Federal Student Aid (“FAFSA”), a time-consuming task required of students 

seeking federal grants and loans.  As it grew, Frank also provided students with information on 

scholarships, financial aid appeals, and college courses.3   

20. JPMC is a large financial institution, headquartered in Columbus, Ohio.  It 

acquired Frank in a merger transaction for $175 million in mid-September 2021.   

21. Investment Bank is a boutique investment and merchant bank that Javice hired to 

help Frank find additional investors or to identify a possible acquirer and advise it on any 

resulting transaction.  Javice was the primary source for the information that Frank’s Investment 

Bank provided to potential investors and acquirers, while Amar also supplied certain data, 

including information regarding Frank’s users and website visitors.   

                                                 
2  Charlie Javice 2021 Irrevocable Trust #3 (“Javice Trust 3”) (also a Nevada trust for 
which Javice acts as Trustee), was similarly set to receive merger proceeds pursuant to the 
Merger Agreement.  However, all of the $7,133,805.83 consideration to be paid to the Javice 
Trust 3 was held in escrow and has not been paid out to Javice Trust 3. 
   
3 JPMC ceased operating the Frank website in January 2023.  

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FACTS 

22. By 2021, Frank had grown to an online resource for college students and 

prospective college students across the country.   

23. Frank’s primary offering was its automated tool for quick completion and 

submission of the FAFSA, which attracted students looking for financial aid to finance their 

educations.  Frank claimed that its automated tool allowed students to complete the FAFSA in a 

fraction of the time that it typically took to enter the required data manually. 

24. By 2021, Frank had expanded into other areas of interest to these students.  It 

offered information on available scholarships, resources for pursuing financial aid appeals, and a 

market place for online college courses offered by third parties. 

25. In presentations Frank made to potential acquirers in 2021, the company claimed 

that it was “the trusted financial coach for students” and that its mission was “helping [students] 

navigate finances from A-Z.” 

26. In 2021, Frank’s website claimed that “4.25 million students choose Frank.”   

Frank’s Efforts to Sell Itself 

27. Since inception, Frank had financed its operations and growth primarily through 

money raised in private placements of its common and preferred stock.   

28. On January 25, 2021, Frank’s General Counsel (the “General Counsel”), signed 

an engagement letter with the Investment Bank on behalf of Frank (the “IB Agreement”).  

Pursuant to that agreement, the Investment Bank was to act as Frank’s “exclusive financial 

advisor” in connection with any possible transaction by which Frank would merge with or sell 

itself to a third party.   

 

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29. Under the terms of the IB Agreement, Frank agreed that it would be “solely 

responsible for the accuracy and completeness of the Offering Materials and represents and 

warrants that the Offering Materials will not contain any untrue statement of a material fact or 

omit to state a material fact required to be stated . . . or necessary in order to make the statements 

therein, in light of the circumstances under which they were made, not misleading.”   

30. Javice read and approved the IB Agreement.  

31. Over the next few months, Investment Bank employees worked with Javice, 

Amar, and the General Counsel to create pitch decks describing Frank’s products and market 

reach (including data related to the number of users), its financials and anticipated growth, 

potential new product offerings, and the status and pipeline of its contracts with third-parties for 

cross-marketing partnerships.  As stated in these decks, which Javice and Amar received, Frank 

had “4.25mm Students and Growing.”   

32. The Investment Bank also worked with Javice, Amar, and the General Counsel to 

populate a virtual data room with Frank data purporting to support the information in the pitch 

decks; the data room would be opened to prospective acquirers for their review. 

33. Javice reviewed and approved all pitch decks sent to potential acquirers.   

34. By May 2021, Frank had entered into acquisition negotiations with one financial 

institution, and Javice presented a pitch deck to that institution touting that there were “4.25mm 

Frank Students & Growing.”  The large financial institution considered acquiring Frank in order 

to market its financial products to what it believed was Frank’s user base of 4.25 million 

students; ultimately, however, the financial institution decided not to acquire Frank.  

35. In early 2021, a Frank board member approached JPMC about a possible 

acquisition of Frank.  At this time, JPMC was focused on growing its market share of student 

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customers and was interested in the leads that Frank offered in that market segment given its 

touted engagement with over 4 million college-age or college-ready students. 

36. Frank’s pitch deck, provided in early July 2021 to JPMC and approved by Javice, 

included a slide that represented that Frank had “4.25mm Students and Growing.”  The 4.25 

million student figure was repeated on five additional slides in the pitch deck. 

37. After JPMC signed a non-disclosure agreement with Frank, Frank and the 

Investment Bank opened Frank’s data room to JPMC on July 6, 2021. 

38. Several documents concerning customer data were uploaded to the data room 

with Javice’s approval and Amar’s knowledge.  One such document was a spreadsheet that 

included a column labeled “FAFSA in Process” purporting to show 4,265,085 customers who 

had started to fill out a FAFSA form using Frank’s online tool.  The spreadsheet showed that 2.1 

million students had fully completed a FAFSA through Frank.   

39. In later meetings, Javice explained that to begin the FAFSA process through 

Frank, a user would first open an account and submit his or her name, email address, and phone 

number.   

40. On July 12 and July 13, 2021, JPMC employees met in Manhattan with Frank 

representatives, including Javice and, remotely for a portion of the July 12 meeting, Amar, to 

discuss the information in the data room and to gain a better understanding of Frank’s products 

and customer base.  During both all-day meetings, Javice fielded most of the questions on behalf 

of Frank.  

41. At those meetings, Javice knowingly or recklessly confirmed the false statements 

in the data room and the substance of her public statements about the size and nature of Frank’s 

“users”:  she claimed that Frank had 4.25 million users.   

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42. As Javice defined it at those meetings, a “user” was a Frank website visitor who 

created a Frank account by submitting their first name, last name, email address, and phone 

number to Frank.  Javice differentiated “user” from “visitor,” explaining that Frank had more 

than 35 million visitors to its website, but that those visitors would be counted as “users” only 

when they submitted their name, email, and phone number information.   

43. The kinds of identifying information that had purportedly been provided by Frank 

users were valuable to JPMC in its efforts to market to and attract new customers in the student 

population because it would allow JPMC to target those students already familiar with Frank and 

its financial aid services with marketing materials about JPMC’s broader array of financial 

products and services. 

44. Defendants understood that the student identifying information that Javice 

claimed Frank had collected, in meetings as well as in documents uploaded to the data room, was 

important to JPMC. 

45. As Defendants knew or recklessly disregarded, the approximately 4.25 million 

user number was false.  In fact, Frank had the name, email address, and phone number 

information for only a fraction—approximately 300,000—of those students. 

46. Javice presented the false number of users to JPMC repeatedly in multiple due 

diligence meetings and calls. 

47. On July 14, 2021, JPMC submitted a non-binding indication of interest to acquire 

Frank’s outstanding stock for $175 million, subject to confirmatory due diligence.  Frank agreed 

to grant JPMC a 14-day period of exclusivity, during which JPMC conducted additional due 

diligence, including additional in-person meetings on July 19 and July 20, 2021. 

 

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48. As part of its due diligence and follow-up requests, JPMC asked Javice to provide 

a list of Frank’s customer accounts that included the identifying information Javice had 

represented Frank possessed.  Javice attempted to dodge requests for specific details to support 

her “user” claims, citing privacy concerns over sharing such personal identifying information 

with a third party.  But JPMC insisted. 

49. In an August 1, 2021 email, a JPMC employee asked Javice:  “How many 

customer accounts have 100% of the below data?,” referring to first names, last names, dates of 

birth, phone numbers, mailing addresses, email addresses, and other variables.  The email also 

requested the following information:  “How many customer accounts have partial information?  

Of partial records, what % include each data field below?  Validate the integrity of each of the 

variables to the degree reasonable (e.g., data and email fields are captured in the appropriate 

formats).”   

50. Within minutes of receiving that email, Javice forwarded it to Amar.  Javice then 

sent Amar a WhatsApp message, stating:  “Need to talk about a data pull and strategy.”  Javice 

quickly followed that up with another WhatsApp message:  “Ur gonna need to block off ur day.”  

51. Later on August 1, 2021, JPMC sent Javice an email stressing that its data 

questions were “critical confirmatory due diligence requests” that were “conditions to closing the 

transaction.” 

Defendants Arranged to Provide Fabricated Data to JPMC to Support Javice’s False 
User Representations 
        
52. With the exclusivity period at an end, JPMC and Frank worked to resolve the 

conflict between JPMC’s desire to verify Frank’s user claims and Frank’s stated privacy 

concerns.   

 

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53. JPMC proposed and Javice accepted the use of a third-party validator (the 

“Validator”).  Pursuant to a data services and non-disclosure agreement with the Validator, Frank 

would provide the Validator with “up to 4 million records of customer data,” without certain 

personal identifiable information, and the Validator would “validate the coverage of the attribute 

data” and “then provide a written report regarding the coverage of the attribute data” to JPMC 

without disclosing any of the actual data Frank supplied.  Specifically, the validation report 

would report to JPMC “[h]ow many UNIQUE customer accounts exist.”  

54. Defendants recognized that they would have to fabricate data to supply to the 

Validator to hide the fact that Frank actually had identifying information for only a fraction of 

the approximately 4.25 million users that Javice had claimed.  Defendants agreed that they 

should ask Frank’s Director of Engineering (the “Engineering Director”) to supply the missing 

users by creating “synthetic data” of the users’ existence and identifying information.   

55. On August 1, 2021, Javice emailed Amar and the Engineering Director a 

spreadsheet that purported to show that Frank had 4,265,085 website visitors with a “FAFSA in 

Process.”  As Javice noted in her cover email, this was the “data provided to JPM.”  The 

spreadsheet contained certain general demographic data regarding these visitors on a cumulative 

basis, such as their geographic location and degree interest.  However, the spreadsheet did not 

contain their names, email addresses, phone numbers, or other identifying information.  

56. Later on August 1, 2021, Amar sent Javice a WhatsApp message stating that he 

would send her “the files [she] need[ed].”  In message a few minutes later, Javice asked if Amar 

knew “how many records” were within the files.  Amar responded that there were “over 100k in 

one of them,” which was a far cry from the approximately 4.25 million users represented to 

JPMC.  

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57. Early on August 2, 2021, Javice emailed the Engineering Director a link to a 

website that described how to “generate synthetic data that is similar to the actual data in terms 

of statistics and demographics.”   

58. Javice and Amar held a videoconference call with the Engineering Director later 

on August 2, 2021.  Amar explained to the Engineering Director that he and Javice wanted him 

to take the information that Frank had available on 4.265 million visitors and use synthetic data 

techniques to generate identifying information (e.g., names, email address, and phone numbers) 

for those visitors, using the same demographics present in the real data (e.g., geographic location 

and degree interest). 

59. Previously, in connection with due diligence meetings with JPMC attended by the 

Engineering Director, Javice had directed the Engineering Director not to discuss Frank’s user 

metrics in terms of actual numbers with JPMC.  

60. During the August 2, 2021 call with Defendants, the Engineering Director was 

uneasy with their request.  Fearing that the synthetic data mimicking actual user data that they 

were asking him to create might be used to attract investors, the Engineering Director asked 

Defendants whether creating such synthetic data was legal.  Javice assured him that it was and 

responded that no one would end up in “orange jumpsuits.” 

61. The Engineering Director refused to comply with Defendants’ request to create 

synthetic data.  Instead, on August 2, 2021, the Engineering Director forwarded Javice a link to 

the data of Frank’s actual users for whom it had identifying information.  As the Engineering 

Director explained to Javice in a separate message, over Slack, the data showed “142K” 

individuals who had “applications at least started.”  Javice directed the Engineering Director also 

to “count users who don[’]t have an application.”  The Engineering Director responded:  “if [I] 

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count users with no fafsa applications, we get ~293192 records.”  Javice responded:  “Exactly.” 

62. While corresponding with the Engineering Director over Slack regarding these 

data counts, Javice messaged Amar on WhatsApp saying that the Engineering Director’s 

spreadsheet “is only 142k rows which can’t be right[.]  We’ve spent too much $ for emails or 

first names[.]”  Seconds later, Amar responded:  “No, it makes sense[.]  I think[.]”    

63. Unable to obtain the fabricated data from the Engineering Director, Javice and 

Amar discussed options for external parties from whom they could obtain data.  On August 2, 

2021, Javice sent Amar WhatsApp messages containing links to three websites related to 

retrieving personal identification information on individuals.  Javice also asked Amar to inform 

her when he “g[o]t a hold of” Data Compiler 1, a marketing company that boasts “the most 

comprehensive, accurate and responsive data of high school students, college students, and 

young adults available anywhere.”   

64. Later that day, Amar informed Javice that he had reached out to Data Compiler 1.  

Amar also wrote, over WhatsApp, that he would “research [additional options] to see if they can 

take data dumps.”  Javice responded:  “[Y]ep.  At this point whoever is quickest to onboard.” 

65. Also on August 2, 2021, Javice reached out to a data science professor at a local 

university whom she had met in college (the “Data Science Professor”).  The next day, Javice 

and the Data Science Professor had a call “to walk through all the data.”  Within fifteen minutes 

of that call, Javice sent Amar a WhatsApp message saying:  “I found my genius.  He says it will 

take him an hour[.]”  Amar responded:  “Great.”  

66. On August 3, 2021, Javice provided the Data Science Professor with the list of 

approximately 142,000 individuals, which she had obtained from the Engineering Director.  

Javice retained the Data Science Professor to use “synthetic data” to create 4.265 million 

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customer names, email addresses, phone numbers, and varying amounts of other identifying 

information requested by JPMC. 

67. Thereafter, in a series of messages, Javice guided the Data Science Professor in 

creating a list of fake user data, answering questions from him about how the data should look.   

68. For example, Javice confirmed that the Data Science Professor would “sample 

first name and last name independently and then ensure none of the sampled names are real.” 

69. For address information, Javice and the Data Science Professor agreed that while 

real addresses would not be used, street names would match actual street names located in the 

state for that address.   

70. The Data Science Professor warned that because the information he was 

supplying indicated that many of the “students” were living, and attending high school and 

college in the same town and state, it “would look fishy” if someone “were to audit it.”   

71. When the Data Science Professor advised that it would be difficult to create real-

looking email addresses, Javice suggested that he instead insert a “unique ID.”  Unique IDs are 

commonly used to share sensitive real information by replacing the real data with a unique, and 

random, alphanumeric string.  But Javice was suggesting their use to conceal the obviously fake 

data, and to create the misimpression that real, but sensitive, data was being protected. 

72. On August 4, 2021, Javice provided the Data Science Professor with a draft data 

validation “report [that they] would need to make sure matches” to the data that the Data Science 

Professor was working to generate.  The report was already preloaded with counts showing that 

Frank had 4,265,085 unique customer accounts with a first name, last name, email address, and 

phone number.   

 

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73. On August 5, 2021, the Data Science Professor finished generating a list of 

exactly 4,265,085 “user” accounts with a first name, last name, email address (provided as a 

Unique ID), and phone number, along with varying amounts of other identifying information.  

74. Also on August 5, 2021, Javice informed Amar via WhatsApp that the Data 

Science Professor had “[f]inished [the] data” earlier that morning.  Amar asked, “How’[d] it 

go?,” and Javice responded that the Data Science Professor “did a fantastic job.  Truly.  We 

powered through together.”  Amar responded, “Nice.”   

75. That same day, Javice directed the Data Science Professor to submit his list of 

4.265 million synthetically-generated users to the Validator.   

76. After its review of the data, the Validator advised Javice in an August 5, 2021 

email that it had validated that certain fields were “populated versus null/blank.”  The Validator 

attached its “Validation” report that reflected that 100% of the 4,265,085 entries it reviewed had 

data in the first name, last name, email address, and phone fields. 

77. Javice authorized the Validator to release the report to JPMC, but asked that it 

“not share additional background” with JPMC. 

78. After the report was delivered to JPMC, Javice requested that the Validator delete 

the data that Frank had provided through the Data Science Professor. 

79. With their fabricated data now successfully “validated,” Javice paid the Data 

Science Professor for his services.  On August 5, 2021, and in response to his invoice for 

$13,300, which detailed the work he performed creating the synthetic data, Javice told the Data 

Science Professor to send back an invoice for $18,000, giving him a bonus.  To avoid creating 

written evidence of the fabrication, Javice also requested that the Data Science Professor prepare 

a new invoice containing “just one line item for data analysis.”   

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In Anticipation of JPMC’s Access to the Data Post-merger, Defendants Bought Data to 
Cover Up their Earlier Deceptions    
 
80. On August 8, 2021, JPMC and Frank entered into the definitive Merger 

Agreement and set the closing date for September 14, 2021.  Javice signed the Merger 

Agreement on behalf of TAPD, Inc., as its CEO.  Pursuant to the Merger Agreement, JPMC 

acquired all of Frank’s outstanding common and preferred stock for total consideration of $175 

million, and Defendants and others from Frank were offered positions with JPMC post-merger.  

Javice was entitled to a $20 million retention bonus, and Amar was entitled to a $3 million 

retention bonus.  

81. Javice’s employment offer, which she signed on August 4, 2021, stated that 

performance indicators of her new job would include “expand[ing] [Frank’s] engaged customer 

user base of 4.25 MM households to 10MM+ households over the next three years.”  

82. Defendants anticipated that, after the closing, JPMC would soon ask for 

unrestricted access to Frank’s purported list of 4.25 million users.  Recognizing that their scheme 

would immediately be unmasked if they delivered the data that the Data Science Professor had 

fabricated, Defendants scrambled to buy data from data providers that at least consisted of real 

students, even if those students never had a connection to Frank. 

83. To that end, as noted above, even before the Merger Agreement was signed, Amar 

reached out to Data Compiler 1 at the direction of Javice.  Amar sent the following inquiry to 

Data Compiler 1 on the morning of August 2, 2021:  “We’re looking to augment the marketing 

data we have to complete the picture.  Would love to speak to someone soon.”  

84. Later on August 2, 2021, Amar asked Data Compiler 1 how much it would cost to 

buy its “list of students currently in college.”  Data Compiler 1 responded by recommending that 

Frank “licens[e] the database for annual use as opposed to renting the data for a one-time use.”  

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Amar spoke to Data Compiler 1 over the phone and kept Javice informed of his conversations 

with them.  

85. On the morning of August 3, 2021, Javice asked Amar over WhatsApp, “Where 

are we with [Data Compiler 1]?”  Amar responded that “they’re getting back to me today with 

numbers and a sample.”  Later that day, Javice sent Amar the following WhatsApp message:  “I 

need the data today.”  Amar responded that Data Compiler 1 could provide “the 3m at 5 cents,” 

which would cost approximately $150,000.  Javice responded:  “Do it.”  Javice signed a credit 

card order form authorizing Frank to make a maximum $150,000 order from Data Compiler 1.  

Amar provided the signed order form to Data Compiler 1.  

86. Also on August 3, 2021, Amar informed Javice via WhatsApp that Data Compiler 

1 was sending a “100K test and then we can move on the 3M.”  Javice responded:  “They don’t 

have more?  Need 4.5M.”  Amar explained that Data Compiler 1 could provide up to seven 

million records, but that “[o]nly 3M will have emails.”  Javice responded:  “[T]hat[’]s fine.  

[A]ddresses are good[,] or phone #[.]”   

87. Later on August 3, 2021, Javice executed a “Data Rental Agreement” between 

Frank and Data Compiler 1 (“Data Rental Agreement 1”).  Amar was listed as Frank’s primary 

contact.  The agreement specified that Data Compiler 1 would send Frank a “random select[ion] 

of 100,000 records with email (where available),” for the stated purpose of “internal matching” 

by Frank, for the price of $4,500.     

88. Early on August 5, 2021, Amar pressed Data Compiler 1 to “prepare the lists of 

4.5m (2.8m with emails and 1.7m without) as well as confirm pricing” by 3:30 p.m. that day.  He 

noted that Frank was “rushed” and that if they could not “close this today, we will have to move 

forward with another vendor as we have limited time with this data scientist and time is ticking.”  

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Amar was referring to the desire to share information provided by Data Compiler 1 with the Data 

Science Professor to incorporate in the Data Science Professor’s then-ongoing work.   

89. That same day, Javice pressed Amar to call and email Data Compiler 1, as it was 

“seriously urgent” to get the data.  Amar responded that he had “spoke[n] to them,” would have a 

meeting with them at 3:30 p.m. that day, and had “told them [he] wanted [the data] ready by 

then.”   

90. After Data Compiler 1 informed Amar that it could provide him with the data that 

day (August 5, 2021), it asked him if he wanted to increase the number of records without 

emails, as the “exact count for the email addresses is 2,460,489,” which was 339,511 short of 

Amar’s 2,800,000 goal.  Amar confirmed that was his preference, as he wanted the “tot[al]s to be 

4.5m.”  Within minutes, Amar informed Javice over WhatsApp:  “You’ll have 4.5m users today.  

Just closed it[.]  2.3 cents per user.  [$]105k price.”  Javice responded:  “[P]e[r]fect.”   

91. Later on August 5, 2021, Javice executed a second Data Rental Agreement 

between Frank and Data Compiler 1 (“Data Rental Agreement 2”).  Amar was listed as Frank’s 

primary contact.  The agreement specified that Data Compiler 1 would send Frank data from its 

“File Years: 2017 – 2021,” for the stated purpose of “internal use” by Frank, for the price of 

$105,000.   

92. Javice approved the payment of $105,000 for Data Compiler 1’s list of 4.5 million 

students.   

93. On August 5, 2021, Data Compiler 1 emailed Amar links to access data on 4.5 

million students broken into two lists of data:  one contained data on approximately 2,460,489 

students, including their email addresses; the other contained data on approximately 2,039,511 

students, but did not include their email addresses.  Neither list included telephone numbers.  

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Amar forwarded the links to these lists to Javice.  

94. Early on August 6, 2021, Javice asked Amar to ask Data Compiler 1 “for the 

exact row count across every data attribute from all the files they sent over” for the following 

attributes:  “1. First Name. 2. Last Name. 3. Email. 4. Address.”  In response to Amar’s request, 

Data Compiler 1 confirmed that both files had “100% of name and address” data populated, but 

only the “email file” of 2,460,489 students had “100% of email” also populated.  Amar sent this 

information to Javice.  

95. After Javice learned from Amar that Data Compiler 1’s list would not include 

phone numbers, on August 6, 2021, Javice texted the Data Science Professor.  She wrote:  

“Weird question – if I have names, emails, physical address for contacts – can we augment the 

data with phone numbers from white pages database?”  The Data Science Professor agreed to 

work on the issue and asked her to send him a test batch of data files to which the phone numbers 

would be appended. 

96. On August 10, 2021, the Data Science Professor contacted Data Compiler 2.  Data 

Compiler 2 is a public records aggregator.  At Javice’s direction, the Data Science Professor 

informed Data Compiler 2 that the data sought would be used to “enrich . . . contacts.”  

97. Javice sent the Data Science Professor the Data Compiler 1 student data that 

Amar had sent her.  On August 23, 2021, the Data Science Professor sent the Data Compiler 1 

data to Data Compiler 2 and asked that they identify matching phone numbers and email 

addresses associated with that data.    

98. Data Compiler 2 was able to provide email addresses for less than half of the 

students in Data Compiler 1’s data.  On August 29, 2021, Javice instructed Data Compiler 2 to 

run the student information through their database with just the address information from the 

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Data Compiler 1 list in an effort to increase the email hits, essentially instructing Data Compiler 

2 to provide email addresses found for any person located at the provided address, whether the 

student or not (the “household email data”). 

99. Javice’s proposed search parameters increased the number of emails retrieved.  

On September 9, 2021, Data Compiler 2 emailed Javice and the Data Science Professor data 

containing approximately 1.9 million email addresses for the approximately 4.5 million student 

records obtained from Data Compiler 1. 

100. Frank paid Data Compiler 2 $75,000 for its data. 

101. With the data bought from Data Compiler 1 and Data Compiler 2 combined, 

Defendants now had a list of approximately 4.5 million students with identifying information.  

Because Frank, through its own business, had attracted only 300,000 students who provided their 

email, phone number, and other personal identifying information, few (if any) on the lists Javice 

and Amar had caused Frank to purchase represented students who had actually interacted with 

Frank. 

JPMC Discovered Javice’s Fraudulent Scheme 

102. The acquisition closed on September 14, 2021, and Defendants, along with a few 

other Frank employees, became employees of JPMC. 

103. By January 2022, Defendants were still working on the Frank product as JPMC 

employees. 

104. In January 2022, JPMC sought to begin the cross-marketing of JPMC’s financial 

products to Frank’s users. 

105. On January 6, 2022, a team of JPMC employees asked Amar for the “Frank user 

data” that Javice had told JPMC that Frank possessed, and which had supposedly been validated 

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by the Validator.  Amar responded that Frank’s engineering team was “presently bogged down in 

fixing a critical issue in processing financial aid applications” and would not be able to meet 

JPMC’s requested four-day “deadline as a result.” 

106. In a separate email, not including Amar or Javice, JPMC employees asked an 

engineering employee working on the Frank product “what the tech issue is with Frank” and 

whether it was “reported somewhere.”  The engineering employee forwarded these questions to 

Frank’s Engineering Director, who was now also a JPMC employee.  None of the employees 

responded by identifying any tech issues.   

107. On January 14, 2022, Amar held a videoconference call with the Engineering 

Director to discuss JPMC’s request for Frank’s user data.   

108. Over WhatsApp, Amar contemporaneously informed Javice that he was “in with 

[the Engineering Director] now.”  Javice instructed Amar to “tell [the Engineering Director] to 

start with [F]rank files first for data requested,” which she clarified were “[t]he fafsa 

ones.”  Amar informed Javice that the Engineering Director “says he never touched the [Data 

Compiler 1] list,” referring to the data lists that Frank procured from Data Compiler 1 for 

$105,000.  Javice responded:  “[I] know[.]”  Amar then suggested that the Data Science 

Professor “will have to do the [Data Compiler 1] list.”   

109. Later on January 14, 2022, Amar informed Javice that the FAFSA list, pulled by 

the Engineering Director, contained “140063 FAFSA users with the 5 parameters.”  Javice asked 

Amar to put the file into an Excel spreadsheet.  She later added:  “We’ll send it all to [the Data 

Science Professor] to clean and send as one file” together with the data obtained from Data 

Compiler 1.  

 

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110. On January 21, 2022, Javice directed an engineering employee working on the 

Frank product to provide JPMC’s marketing team with the data Amar had bought from Data 

Compiler 1.  The engineering employee did so and, in a later email internal to the Frank group 

(including Defendants), confessed that he was “not sure about the source of the data” that he had 

sent JPMC’s marketing team.  Neither Javice nor Amar revealed to JPMC the actual source of 

the data that the engineering employee had provided.  

111. Later, in early February 2022, Javice sent the marketing team an edited version of 

the combined Data Compiler 1 list with the data obtained from Data Compiler 2, which included 

the household email data (the “Augmented List”).  Despite knowing that both lists had been 

bought from commercial data aggregators and did not represent actual Frank users, Javice told 

no one on JPMC’s marketing team that the Augmented List contained data that came from 

anywhere other than Frank. 

112. In July 2022, JPMC’s marketing team sampled 400,000 names from the 

Augmented List to launch a test email marketing JPMC’s financial services to what it thought 

were Frank users.  Of the emails sent to the sample, only 28% of the emails were confirmed 

delivered to an operational email address, and just 1.1% of those were opened by the recipient.  

Both statistics were far below the typical delivery success rates experienced by JPMC for its 

email campaigns. 

113. JPMC conducted an internal investigation regarding the poor results from the 

email marketing campaign.  Because Frank’s historic emails and data had been transferred to 

JPMC as part of the merger, JPMC discovered Javice’s conversations with the Data Science 

Professor about creating synthetic data to provide to the Validator and the Data Compiler 1 list 

that Amar had purchased. 

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114. As a result of that investigation, JPMC learned that Frank did not have any list of 

4.25 million legitimate users with the identifying information Javice had represented it 

possessed, and that Defendants had engaged in a months-long scheme to fabricate the data that 

Defendants knew JPMC was paying $175 million to acquire. 

FIRST CLAIM FOR RELIEF 
Violations of Section 17(a) of the Securities Act 

(Javice) 
 

115. The Commission realleges and incorporates by reference herein each and every 

allegation in paragraphs 1–8 and 10–114. 

116. Javice, directly or indirectly, singly or in concert with others, and in the offer or 

sale of securities, by use of the means or instruments of transportation or communication in 

interstate commerce or by use of the mails, (1) knowingly or recklessly has employed one or 

more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently has 

obtained money or property by means of one or more untrue statements of a material fact or 

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

circumstances under which they were made, not misleading, and (3) knowingly, recklessly, or 

negligently has engaged in one or more transactions, practices or courses of business which 

operated or would operate as a fraud or deceit upon a purchaser. 

117. By virtue of the foregoing, Javice, directly or indirectly, has violated, and unless 

restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Sections 17(a)(1) and 17(a)(3) 

(Amar) 
 

118. The Commission realleges and incorporates by reference herein each and every 

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allegation in paragraphs 1–7 and 9–114. 

119. As alleged above, Javice violated Sections 17(a)(1) and 17(a)(3) of the Securities 

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

120. Amar knowingly or recklessly provided substantial assistance to Javice with 

respect to her violations of Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) 

and 77q(a)(3)]. 

121. By reason of the foregoing, Amar is liable pursuant to Securities Act Section 

15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Javice’s violations of Securities Act Sections 

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

enjoined, will again aid and abet these violations. 

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

(Javice) 
 

122. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1–8 and 10–114. 

123. Javice, directly or indirectly, singly or in concert with others, and in connection 

with the purchase or sale of a security, used the means or instrumentalities of interstate 

commerce or of the mails or of a facility of a national securities exchange (1) to knowingly or 

recklessly employ one or more devices, schemes, or artifices to defraud; (2) to knowingly or 

recklessly make one or more untrue statements of a material fact or to omit to state one or more 

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

under which they were made, not misleading; and (3) to knowingly or recklessly engage in one 

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

deceit upon others.  

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124. By virtue of the foregoing, Javice violated, and unless restrained and enjoined, 

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

thereunder [17 C.F.R. § 240.10b-5]. 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) 

and 10b-5(c) Thereunder 
(Amar) 

 
125. The Commission realleges and incorporates by reference herein each and every 

allegation in paragraphs 1–7 and 9–114. 

126. As alleged above, Javice violated Section 10(b) of the Exchange Act [15 U.S.C. 

§ 78j(b)] and Rules 10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) and 240.10b-

5(c)]. 

127. Amar knowingly or recklessly provided substantial assistance to Javice with 

respect to her violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) 

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

128. By reason of the foregoing, Amar is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Javice’s violations of Exchange Act Section 

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

5(a) and 240.10b-5(c)], and, unless restrained and enjoined, will again aid and abet these 

violations. 

FIFTH CLAIM FOR RELIEF 
Violations of Sections 17(a)(1) and (3) of the Securities Act 

(Amar) 

129. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1–7, 10–38, 40, 43–45, and 47–114. 

 

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130. Amar, directly or indirectly, singly or in concert with others, by use of the means 

or instruments of transportation or communication in interstate commerce or by use of the mails 

in the offer or sale of securities, knowingly or recklessly has employed one or more devices, 

schemes or artifices to defraud; and knowingly, recklessly, or negligently has engaged in one or 

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

deceit upon a purchaser. 

131. By virtue of the foregoing, Amar directly or indirectly, violated, and unless 

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

[15 U.S.C. §§ 77q(a)(1) and (3)]. 

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

(Amar) 

132. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1–7, 10–38, 40, 43-45, and 47-114. 

133. Amar directly or indirectly, singly or in concert with others, in connection with 

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

of the mails or of a facility of a national securities exchange to knowingly or recklessly employ 

devices, schemes, or artifices to defraud; and to knowingly or recklessly engage in one or more 

acts, practices, or courses of business which operated or would operate as a fraud or deceit upon 

others. 

134. By virtue of the foregoing, Amar violated, and unless restrained and enjoined, 

will continue violating, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-

5(a) and (c) [17 C.F.R. § 240.10b-5(a) and (c)]. 

 

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SEVENTH CLAIM FOR RELIEF 
Unjust Enrichment 

(Relief Defendants Javice Trust 1 and Javice Trust 2) 
 

135. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1–114. 

136. Javice Trust 1 and Javice Trust 2 each received proceeds from JPMC pursuant to 

the Merger Agreement. 

137. Neither Javice Trust 1 nor Javice Trust 2 has any legitimate claim to those ill-

gotten gains. 

138. Javice Trust 1 and Javice Trust 2 each obtained the funds under circumstances in 

which it is not just, equitable, or conscionable for any of them to retain the funds. 

139. Javice Trust 1 and Javice Trust 2 each has therefore been unjustly enriched.  

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently restraining and enjoining Javice, and her agents, servants, employees and 

attorneys and all 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, directly or 

indirectly, Section 17(a) of the Securities Act [15 U.S .C. § 77q(a)] and Section 10(b) of the 

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

II. 

Permanently restraining and enjoining Amar, and his agents, servants, employees and 

attorneys and all persons in active concert or participation with them who receive actual notice 

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

indirectly, Section 17(a) of the Securities Act [15 U.S .C. § 77q(a)] and Section 10(b) of the 

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

III. 

Ordering Defendants to disgorge all ill-gotten gains she received directly or indirectly, 

with prejudgment interest thereon, as a result of the alleged violations, pursuant to Sections 

21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 

78u(d)(7)]; 

IV.  
 

Ordering Defendants to pay civil money 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)]; 

V. 

Permanently prohibiting Javice and Amar from acting as an officer or director of a public 

company 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)];  

VI. 

Ordering Relief Defendants Javice Trust 1 and Javice Trust 2 to pay, jointly and severally 

with Javice, all ill-gotten gains by which each of them was unjustly enriched, with prejudgment 

interest, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 

78u(d)(3), 78u(d)(5), and 78u(d)(7)]; and 

VII. 

Granting such other and further relief as this Court deems just and appropriate. 

 

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JURY DEMAND 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

Dated: New York, New York     
July 12, 2023 

/s/ Antonia M. Apps________________________ 
 ANTONIA M. APPS  

REGIONAL DIRECTOR  
Tejal D. Shah 
Lindsay S. Moilanen 
Daniel Loss 
Wesley Wintermyer, pro hac vice 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-5571 (Loss) 
[email protected]  

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