SEC v. VUUZLE MEDIA CORP.; VUUZLE MEDIA CORP. LIMITED; RONALD SHANE FLYNN; and RICHARD MARCHITTO, No. 2:21-cv-01226, District of New Jersey (June 26, 2023) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
NEWARK DIVISION

U.S. SECURITIES AND EXCHANGE
COMMISSION,
  Plaintiff,
            vs.
VUUZLE MEDIA CORP., VUUZLE
MEDIA CORP. LIMITED,
RONALD SHANE FLYNN, and
RICHARD MARCHITTO,

Defendants,
-and-
VUMU MUSIC LLC,
Relief Defendant.

Civil Action No. 2:21-cv-1226 (KSH)
(CLW)

JURY TRIAL DEMANDED

AMENDED COMPLAINT
 Plaintiff United States Securities and Exchange Commission (“SEC” or the
“Commission”) alleges as follows against the following Defendants and Relief Defendant, whose
names and last known addresses are set forth below:
a. Defendant Vuuzle Media Corp. – 42 Broadway, Suite 12-117, New York, NY,
10004;

b. Defendant Vuuzle Media Corp. Limited – Ras Al Khaimah International
Corporate Centre (“RAK ICC”), United Arab Emirates;

c. Defendant Ronald Shane Flynn – Dubai, United Arab Emirates (UAE);

 d. Defendant Richard Marchitto – Rockaway, NJ; and

e. Relief Defendant Vumu Music LLC – 42 Broadway, Suite 12-117, New York,
NY, 10004.

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SUMMARY
1. The Commission brings this action to halt an ongoing offering fraud perpetrated
by Defendants Ronald Shane Flynn (“Flynn”), Vuuzle Media Corp. (together with its
predecessor entities, hereinafter referred to as “Vuuzle U.S.”), Vuuzle Media Corp. Limited
(hereinafter, referred to as “Vuuzle UAE”), and Richard Marchitto (“Marchitto”).  Vuuzle U.S.
and Vuuzle UAE, together with other entities created and controlled by Flynn, collectively
operate under the business name “Vuuzle.”
2. From approximately September 2016 to the present, Defendants Flynn, Vuuzle
U.S., Vuuzle UAE, and Marchitto engaged in a scheme to defraud investors, primarily located in
the United States, through the offer and sale of more than $22.8 million of securities in Vuuzle
U.S. and Vuuzle UAE.  Some of the securities offered by Flynn and Vuuzle UAE are being
offered in the form of a digital asset called a “VUCO security token.”
3. In violation of the securities laws, Defendants secretly diverted more than $5.9
million of the offering proceeds to support Flynn’s aggressive fund-raising operations, which
included paying commissions to stock promoters.  Flynn and Marchitto misappropriated another
more than $10.3 million in direct transfers to their personal bank accounts, cash withdrawals, and
by using corporate credit and debit cards for personal items, such as mortgage payments, dating
and gambling applications, gold bars, and luxury travel.  The remainder appears to have been
used for other expenses in furtherance of the fraud, including, but not limited to, payments to a
limited number of investors, FedEx charges, rent for a New York City office, and attorney fees.
4. To raise funds, Defendants, through email and phone communications, websites,
and press releases, have falsely represented to investors that Vuuzle was and is a successful, and
growing multinational company in the business of providing online live streaming and
entertainment services.  To reinforce the false impression that Vuuzle has a significant U.S.

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presence, Marchitto maintains a New York City address for Vuuzle and operates Vuuzle’s U.S.
bank accounts, which he has used to receive and transfer the overwhelming majority of investor
funds.
5.  In fact, Vuuzle is little more than a front for a Philippines-based boiler room
controlled by Flynn.  Operating overseas, Flynn, directly and through purported Vuuzle U.S. and
Vuuzle UAE employees acting at his direction, engages in aggressive and high-pressure sales
campaigns.  Among other tactics, Flynn and his employees cold-call potential investors and,
through relentless and deceptive phone and email communications, convince them to buy Vuuzle
securities.  In return for bringing in Vuuzle investor funds, Defendants paid substantial
undisclosed commissions to Flynn and his boiler room staff.
6. Until approximately June 2021, the securities offered were common stock in
Vuuzle U.S. and/or Vuuzle UAE.  The price per share was initially $5.00, which was later
increased to $5.50.  Many investors were also granted warrants that provided the investor the
purported right to purchase additional shares for a limited time at a discounted price that ranged
from $1 to $2.50 a share.  None of these securities are or were registered with the Commission.
7. Since June 2021, Flynn and Vuuzle, have shifted from offering and selling Vuuzle
stock to offering and selling a digital asset security offered by Vuuzle UAE, called a “VUCO
security token.”  Since that time, Flynn and Vuuzle UAE also began contacting existing investors
to urge them to convert their stock into VUCO security tokens on a 1-for-1 basis.  None of these
VUCO security tokens are or were registered with the Commission.
8. Flynn, Vuuzle U.S., and Vuuzle UAE made numerous materially false and
misleading statements in their communications with investors, websites, press releases, filings
with the Commission, and in offering documents, including Vuuzle U.S.’s Private Placement

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Memoranda (“PPMs”).  For instance, Flynn, Vuuzle U.S., and Vuuzle UAE have told and are
presently telling investors that their funds were and will be used to operate and build an online
streaming and entertainment business, which purportedly would earn millions of dollars in
revenue from service fees and advertising.  In fact, of the $22.8 million in Vuuzle investor funds
raised only approximately $3.6 million was used to build and support Vuuzle’s various products,
including several mobile phone applications, other technologies, and a purported film studio.
With the limited funds directed to their creation, these purported products have served no
purpose other than as props used to raise more investor funds.
9. Flynn and Vuuzle U.S. also falsely represented Vuuzle as a pre-initial public
offering (“IPO”) investment opportunity that would provide returns to investors in the form of
dividends and skyrocketing post-IPO stock values. Yet, Vuuzle has never made a profit, never
paid dividends to any investor, never made a public offering on any stock exchange, and never
even took the required steps to prepare for an IPO.  From Vuuzle’s inception in September 2016
through approximately July 2021, Vuuzle’s bank accounts reflect total business revenue of
approximately $12,504.
10. Until recently, public filings and offering documents for Vuuzle U.S. falsely
suggested that Flynn had only a peripheral relationship with the company, if any.  In fact,
however, Flynn exercises ultimate control over Vuuzle’s business for the primary purpose of
enriching himself.  Vuuzle U.S., Vuuzle UAE, and Flynn conceal Flynn’s control over Vuuzle
by falsely representing to investors and the public that Vuuzle is and was operated by a
legitimate team of independent executive officers overseen by an independent board of directors.
This is false.  In early 2018, Flynn hired two former executives of a publicly-traded company to
ostensibly serve as Vuuzle’s Chief Executive Officer (“CEO”) and Chief Operating Officer

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(“COO”).  Their hiring was all for show.  During their time at Vuuzle, both individuals raised
serious questions about Flynn’s operation of Vuuzle, and both were gone by November of that
year.  Vuuzle UAE investment agreements sent to investors in June 2021 now appear
acknowledge that Flynn “has undertaken responsibility for the management, operation, and
administration” of Vuuzle UAE and all affiliated entities.  In fact, Flynn has always exercised
ultimate control over every part of Vuuzle’s business for the primary purpose of enriching
himself.
11. By perpetrating this offering fraud, Defendants have violated Section 17(a) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. §
240.10b-5] thereunder.  By failing to register the offerings of Vuuzle securities, Vuuzle U.S.,
Vuuzle UAE, and Flynn also have violated Section 5 of the Securities Act [15 U.S.C. § 77e].
And Marchitto has aided and abetted the Section 5 violations.  And, by acting as a broker in
selling Vuuzle securities without being registered as, or associated with, a registered broker-
dealer, Flynn has violated Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].  Unless
restrained and enjoined, Defendants will continue to violate these provisions and are likely to
engage in future violations of the federal securities laws.
12. Because of the Defendants’ unlawful conduct, the Commission respectfully
requests that the Court: (i) permanently enjoin each Defendant from further violations of the
foregoing securities laws, (ii) order each Defendant and Relief Defendant to disgorge the
unlawful profits from their violations with prejudgment interest, (iii) impose civil money
penalties on each Defendant, and (iv) impose such other and further relief as the Court may deem
just and appropriate.

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JURISDICTION AND VENUE
13. The 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].
Defendants, directly or indirectly, singly or in concert with others, made use of the means or
instruments of transportation and communication in interstate commerce, or of the mails, in
connection with the acts, transactions, and practices alleged in this Complaint.
14. Venue is proper in this district under Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa] because, among
other things, Defendant Marchitto resides in this district, and Defendants Vuuzle U.S., Vuuzle
UAE, and Flynn have targeted, communicated with, and raised money from investors that reside
in this district.
DEFENDANTS
15. Ronald Shane Flynn (a/k/a Ronnie Shane), age 57, is a United States citizen,
and is believed to reside in the UAE.  Flynn controls Vuuzle U.S., Vuuzle UAE, and a collection
of affiliated entities that he has used to operate “Vuuzle” (collectively, “Flynn-controlled
entities”).  Flynn exercises ultimate control over all aspects of Vuuzle’s business, including its
operations, online presence, communications with investors, and finances.  Flynn has used these
entities to facilitate the offering fraud without regard to corporate formality, through a core group
of purported company executives, officers, and employees, who, in reality, work directly for
Flynn.  Individually and through these entities, Flynn controls bank accounts located in the UAE
and the Philippines, which he has used and continues to use to receive and transfer Vuuzle
investor funds.  While Flynn currently holds no official title at Vuuzle, he represents himself to
be Vuuzle’s founder and majority shareholder.

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16. Flynn has been subject to at least two state cease-and-desist orders in connection
with his prior solicitations of investors: one dated October 4, 2000 by the Ohio Division of
Securities; and a second dated September 22, 2016 by the State of California Department of
Business Oversight.  Flynn was a registered representative of a registered broker-dealer from
November 1988 to March 1989, but he is not currently registered with the Commission in any
capacity.
17. Vuuzle Media Corp. (“Vuuzle U.S.”) is a Delaware corporation formed on
August 22, 2017 and the issuer of securities offered and sold to investors from September 2016
through at least January 2021.  Vuuzle U.S. has previously operated under the names Boink Live
Streaming Corp., incorporated on August 22, 2017 and Boink Live Streaming LLC, incorporated
on September 16, 2016.  Until October 26, 2018, when the entity’s name was officially changed
to Vuuzle Media Corp., company documents referred to the entity interchangeably as Boink Live
Streaming, Boink Live Streaming Corp., Boink Live Streaming LLC, and sometimes even “Bonk
Live,” which was the name of Vuuzle’s first purported product.  For instance, the bank account
used to receive Vuuzle investor funds was initially in the name of the Boink LLC.  Yet,
documents filed with the Delaware Secretary of State on October 25, 2018 purport to reflect that
it was Boink Live Streaming Corp. that changed its name to Vuuzle Media Corp.  Vuuzle U.S.,
like these other Flynn-controlled entities, is and was controlled by Flynn at all times during the
relevant period.
18. Vuuzle U.S. has claimed at various times to have offices around the world,
including in New York City, Las Vegas, and Scottsdale, as well as the Philippines, UAE, and
United Kingdom – offices that also house other Flynn-controlled entities.  Between October
2016 and June 2021, Vuuzle U.S. maintained at least two banks accounts – located at JP Morgan

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Chase Bank N.A. (“Chase”) and Bank of America N.A. – which were used to receive and
transfer nearly $15.5 million in Vuuzle investor funds.
19. Vuuzle U.S. is the issuer of the shares offered and sold from September 2016
through approximately January 2021.  Vuuzle U.S. has never registered any of its securities with
the Commission.  Vuuzle U.S. filed a Form D Notice of Exempt Offering of Securities on
September 26, 2017 (in the name Boink Live Streaming Corp.), and an amendment on February
15, 2019 (in the name Vuuzle Media Corp.), claiming an exemption from registration under
Securities Act Rule 506(b).
20. Vuuzle Media Corp Limited (“Vuuzle UAE”) is a UAE entity formed on
December 7, 2020 under the auspices of a RAK ICC, a corporate registry operating in Ras Al
Khaimah.  Vuuzle UAE appears to operate and communicate through the same employees and
executives as Vuuzle U.S., including the same President, Treasurer, and Board of Directors.
Vuuzle UAE, like the other Flynn-controlled entities, is and was controlled by Flynn at all times
during the relevant period.  Vuuzle UAE is the issuer whose shares purportedly replaced investor
shares in Vuuzle U.S.  Vuuzle UAE is also the entity purportedly offering the VUCO security
token to investors.  Vuuzle UAE has never registered any of its securities with the Commission.
21. Richard Marchitto, age 73, is a retired dentist residing in Rockaway, New
Jersey.  Marchitto has participated in the Vuuzle scheme from the beginning and has held various
titles with Vuuzle.  For instance, in Vuuzle’s 2017 PPM, Marchitto was described as responsible
for “Accounting/Banking,” and on Vuuzle’s 2019 Form D amendment filed with the
Commission, Marchitto was identified as a board “director.”  In communications with third
parties, Flynn and Marchitto refer to each other as business “partners.”

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22.  Marchitto established the original Vuuzle U.S. entity (Boink Live Streaming
LLC) on September 28, 2016 and served as its initial member, as well facilitated the
incorporation of another Vuuzle U.S. predecessor (Boink Live Streaming Corp.).  Marchitto also
opened and controlled, as the sole signatory, the U.S. bank accounts that received more than
$16.1 million in Vuuzle investor funds.  These accounts include: a) a Chase bank account in the
name of another Flynn-controlled entity, called E Diamond Trade LLC; b) two Chase bank
accounts maintained by Vuuzle U.S.; and c) an account at TD Bank, N.A. held in the name of
Vumu Music LLC.  Marchitto was responsible for monitoring these accounts, notifying Flynn
and his boiler room staff when Vuuzle investor deposits came in, and coordinating with Flynn on
how to disburse the funds to support Flynn’s boiler room operations and for Flynn’s and his own
personal living expenses.  In addition, Marchitto opened credit card accounts in the names of his
former dental practice, Boink Live Streaming, and Vuuzle U.S., which Flynn used for his
personal expenses, and then paid those credit card bills with investor funds.  Marchitto has never
been registered with the Commission in any capacity.
RELIEF DEFENDANT
23. Vumu Music LLC, is a Delaware Limited Liability Company formed on August
1, 2019.  Vumu shares with Vuuzle U.S. an address in New York City.  On May 3, 2021,
Marchitto opened a bank account at TD Bank, N.A. in the name of Vumu, and he is using this
bank account to receive and disburse Vuuzle investor funds.  Marchitto is the sole signatory on
this account.

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FACTS

I. VUUZLE’S PURPORTED BUSINESS

24. Defendants convince investors to buy Vuuzle securities by presenting Vuuzle as a
legitimate, successful, and growing technology company that provides online live streaming and
entertainment services.  Investors are inundated with communications drafted and sent by Flynn,
directly and through employees of Vuuzle U.S. and Vuuzle UAE, describing in hyperbole
Vuuzle, its technology, its products, and its projected revenues.  Among the various technologies
Vuuzle has claimed involvement with – at varying times – are online live streaming, online
gaming, online movies and television, online music, artificial intelligence, 3D technologies, and,
most recently, a film studio.  Yet, these products were never intended to earn revenue for Vuuzle
or its investors.  Instead, they were designed with minimum functionality so they could be used
by Flynn, Vuuzle U.S., and Vuuzle UAE as props to bring in Vuuzle’s true source of funds:
investor victims.
A. The Live Streaming App
25. Among the first technologies hyped by Flynn and Vuuzle U.S., beginning around
September 2016, was a mobile phone application called “Bonk.live” (also sometimes referred to
as “Bonk.be.live” and/or “Vuuzle.live”).  Flynn and Vuuzle U.S. told investors that the Bonk.live
app would provide a platform for performers who wanted to livestream their talent to an online
audience.  Flynn and Vuuzle U.S., provided investors with revenue projections showing millions
and, in some instances, even billions of dollars in expected company earnings.  For example, in a
September 11, 2016 email to investors and potential investors, Flynn claimed that “BONK LIVE
HAS 6 UNIQUE INCOME STREAMS” and depicted math formulas purportedly predicting

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potential revenues from each income stream ranging from $50,457,600 per year to more than $21
billion per year.
26. On October 30, 2016, Flynn sent an another email to investors attaching a “press
announcement” in which he described Bonk.live as “the newest streaming super app in the
world” which was “nothing less than genius as it allows digital publishers, advertisers, and the
live social streamers to make enormous money.”  In this press announcement, Flynn claimed that
the “advertising carousel” on Bonk.live “will earn the company more th[a]n 50 million United
States Dollars per year” and that advertising during an influencer’s live stream could result in
another “$350,000,000 Million” to “1 billion USD to 3 billion USD Dollars per year.”
27. Flynn and Vuuzle U.S. told investors that Bonk.live users would be able to
purchase virtual gift packages that they could send to live streamers they liked.  In that same
October 30, 2016 announcement, Flynn told investors that “Bonk potential earnings with only
100 million users buying one package of $128.95 per year is more than 12 billion [dollars] per
year.”  Performers that received enough virtual gifts were supposed to be able to cash out the
value of those gifts through debit cards.  Indeed, Flynn sent investors photos of what appeared to
be Bonk-branded debit cards.  Yet, Vuuzle never actually created or distributed any such cards.
28. Despite these promises to investors, Bonk.live never made millions of dollars, or
really any money at all.  Using outside vendors to build the platform, Flynn and Marchitto
directed just enough money to create an application that could be downloaded on a mobile
device.  Flynn then used the existence of the app as proof of Vuuzle’s legitimacy, by, for
example, sending investors images of the Bonk.live application downloaded to his own phone.
29. Vuuzle U.S.’s revenue projections relied on the assumption that there would be
millions of Bonk.live users.  In fact, there were not.  For example, from May 25 through

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November 15, 2018, the average daily number of devices using the Bonk.live app was 371.
Flynn knew the actual number of users because he received weekly emails containing updated
charts of Bonk.live user data.
30. Moreover, Flynn knew that there never could be millions of users.  In an email
dated September 27, 2018, a Vuuzle adviser told Flynn that his first discussion about the
Bonk.live application was “terrifying” because he “just found out how weak and undeveloped
this whole initiative is right now.”  In particular, the adviser emphasized that he had just learned
that the software could only handle 40,000 users with “a full system crash imminent at 50,000+.”
Apparently, Flynn already knew the app’s limitations, and responded that: “[t]he question about
users is not a new question as it was addressed months ago.”  Yet, Flynn and Vuuzle failed to
disclose this particular limitation when touting the potential millions in revenues to investors.
31. Flynn and Vuuzle U.S. knew that the mobile application was never going to earn
millions of dollars for Vuuzle when it could not support even 50,000 users.  In fact, they never
intended to build a mobile application that could earn millions of dollars for Vuuzle.  Flynn and
Vuuzle U.S. did not have to, when they could build a mobile application that was just functional
enough to earn them millions of dollars from investors.
B.        Vuuzle        TV
32. Sometime, in approximately November 2018, without disclosing the failures of
the online streaming app, Vuuzle began to shift its focus away from the Bonk.live app.  Flynn
and Vuuzle U.S., directly and through Flynn’s marketing teams, told investors that Vuuzle was
moving its business toward online streaming of television shows, through a mobile application it
eventually called “Vuuzle TV.”  Flynn drafted and sent to investors, directly and through Vuuzle
U.S. employees, multiple emails raving about Vuuzle TV, its capabilities, and its revenue

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potential.  According to this marketing material, Vuuzle TV was going to offer free as well as
paid versions of its app and would earn money through subscription fees and advertising.
Investors were told that online streaming was going to be the next revolution in entertainment
and that Vuuzle investors would earn “gargantuan return[s].”
33. For example, on April 13, 2019, Flynn sent an email to investors with an attached
document titled, “Vuuzle TV’s Ten Million Dollar Investment Is Set To Win OTT subscribers
while eliminating the competition.”  Flynn encouraged investors to “cash out of those mediocre
investments and finally make a sizeable investment in Vuuzle Media and get paid for being in
the right place at the right time with an investment that will win you BIG money!!!!!!!”
34. In order to bolster its fantastical claims about Vuuzle TV, Flynn and Vuuzle U.S.
employees began to tell investors in phone calls and by email that Vuuzle had entered into a
“partnership” with Verizon Media.  As Flynn knew, this was false.  In fact, Vuuzle U.S. had
entered into nothing more than a customer services agreement pursuant to which Verizon would
provide video streaming services to Vuuzle, and which expressly provided that no “partnership”
was created by virtue of the agreement.  In return, Vuuzle U.S. paid Verizon a monthly fee for
those services.
35. As with the live streaming app, Vuuzle TV was never intended to earn money for
Vuuzle and its investors.  Flynn’s statement that “ten million dollar[s]” was invested into
building Vuuzle TV was false.  Once again, Flynn and Marchitto directed just enough money to
build a mobile application that users could download and view a limited selection of shows.
Once the app was available, Flynn, directly and through Vuuzle U.S. employees, sent to
investors links to the Vuuzle TV site along with images of Vuuzle TV on his phone; thereby,
using it to raise millions more in investor funds.

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C. The Purported Film Studio
36. Sometime around September 2020, Flynn and Vuuzle U.S. announced a new
business venture for Vuuzle involving the building of a “state of the art” film and television
studio located in Dubai, UAE.  Using this purported film studio as the latest prop, Flynn, directly
and through his marketing teams, has been sending investors and potential investors links to
videos providing a “virtual tour” of the facility, using it as evidence of Vuuzle’s purported
business success, and attempting to raise more in investor funds.  
D. Investors Have Earned Nothing from Vuuzle’s Purported Business Ventures
37. Flynn, Vuuzle U.S., and Vuuzle UAE have falsely told investors that Vuuzle
would use their funds to grow and operate Vuuzle’s business.  Yet, of the more than $22.8
million invested with Vuuzle, only approximately $3.6 million was used to build and support the
products – just enough to maintain superficial versions of the products and technologies from
which Vuuzle was purportedly going to earn revenue.  These products are mere props Flynn,
Vuuzle U.S., and Vuuzle UAE use to raise investor funds
38. Contrary to Flynn’s promises of “BIG money,” not one of Vuuzle’s products or
technologies has resulted in the promised revenues.  From its inception in October 2016 through
at least July 2021, Vuuzle bank accounts in the U.S. and UAE reflect total business revenue of
approximately $12,504.  In its entire nearly five years of operation, through all the various
products Vuuzle U.S., Vuuzle UAE, and Flynn have hyped, Vuuzle has never made a profit.
II. VUUZLE IS A FRONT FOR FLYNN’S BOILER ROOM
39. Rather than the legitimate, successful business touted to investors, Vuuzle is
simply a front for a boiler room, of which the primary purpose is to bring in investor funds to be
spent by Flynn.  Flynn operates the boiler room primarily out of the Philippines, through at least

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three overseas entities – WorldCom Online Marketing, Inc.; Bonk Marketing Trade and
Promotion, Inc.; and iMagically Inc.  Flynn directs employees in marketing teams headed by
four to six “Investment Representatives” (“IRs”) who are mostly close associates of Flynn or
members of his family, and report directly to Flynn.
40. Flynn, together with his IRs and marketing team employees have engaged in
coordinated and aggressive sales campaigns to convince investors to buy Vuuzle securities.
These sales campaigns involve repeated, high-pressure sales calls.  Flynn and his marketing
teams also inundate current and potential investors with emailed marketing materials from
Vuuzle U.S. and Vuuzle UAE accounts – sometimes several times a day – relating to the
business of Vuuzle, its products, and the industry as a whole.
41. Flynn, Vuuzle U.S., and Vuuzle UAE identify potential investors primarily by
purchasing “lead lists” of purportedly accredited investors from several independent sellers, for
anywhere from $1,000 to $5,000 per list.  In addition to names and contact information, certain
lists also included information such as the types of investments the investor was interested in
and, sometimes, descriptions of the investors themselves.  For instance, one lead list received by
Flynn on June 5, 2019, included additional, often profane, descriptors next to certain names such
as “dumbass,” “old,” or “stroke.”
42. After receiving the lists, Flynn has his marketing teams “wash” them for duplicate
names from prior lead lists and then direct them to cold-call the remaining entries.  Flynn also
provided his marketing teams with initial “sales pitch” scripts for them to use in their calls with
potential investors.
43. Flynn’s scripts direct his marketing teams to compare Vuuzle to Facebook,
Twitter, Google, or other high profile tech companies, highlighting – for instance – the billions

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of dollars made by Facebook shareholders from the Facebook IPO.  However, in at least one
instance, aware of the misrepresentations typically made to investors, Flynn instead
recommended that a particular investor be pitched “super clean.”  In a July 19, 2018 email, Flynn
directed an IR to call an acquaintance of the then-CEO of Vuuzle U.S.  Specifically, Flynn
instructed the IR to “just pitch clean because he will tell [the CEO] everything and I don’t want
him to scare [the CEO] into thinking we are selling dirty.”  Notwithstanding Flynn’s efforts,
Vuuzle U.S.’s CEO resigned a few months after Flynn’s July 2018 email.
44. Flynn controls nearly every aspect of the sales campaigns.  He directs the sales
pitches, creates marketing material sent to investors via email, oversees Vuuzle U.S.’s and
Vuuzle UAE’s online presence, controls the content posted to Vuuzle U.S.’s and Vuuzle UAE’s
websites, follows up directly with each investor by phone to address any concerns, if necessary,
and often “closes” the investment deals.
45. In addition to the IRs and marketing representatives, Flynn retains a staff of
secretaries, IT support specialists, content writers, and finance employees who report solely to
him and who help him solicit investor funds.  Each group of employees provides Flynn with
periodic reports of their “accomplishments.”  These reports make clear that selling Vuuzle
securities – not building a legitimate business – consumes the overwhelming majority of Flynn’s
and his employees’ time and energy.
46. For example, at any given time, Flynn retains anywhere from four to thirteen
secretaries to contact existing and potential investors (who they referred to as “clients”) and to
maintain meticulous records of their efforts to procure additional investor funds.  To control the
messaging to investors, Flynn requires his secretaries to send him written investor
communications for his approval before they are sent to investors.  In addition, Flynn has

17
 
arranged for his secretaries to receive trainings in dealing with investors.  As part of these
trainings, Flynn is provided reports on each secretary’s skills in “pitch[ing] a customer,”
including evaluations of their English pronunciation and their ability to recite “rebuttals” to
standard investor concerns.
47. On a daily basis, each secretary provides Flynn with a report of her
“accomplishments.”  These reports include detailed information about which investors the
secretary had contacted, when the communications occurred, what was said, how much the
investor planned to invest, and what next steps were necessary to close the investment deal.
Periodically, secretaries also send group reports to Flynn, titled “Incoming Done Deals,” which
are consolidated lists of investors who had committed funds that Flynn could expect to receive
shortly.
48. Similarly, Flynn receives daily reports from his “IT Department.”  These reports
reflect virtually no activity relating to the production or maintenance of the Bonk.live or Vuuzle
TV applications, the ostensible focus of Vuuzle’s business.  Instead, his IT employees primarily
report providing computer and tech support to Flynn and his marketing teams, “washing” lead
lists, creating Skype and email accounts for new marketing representatives, and double-checking
investor calls reported by Flynn’s secretaries.
49. In addition, Flynn receives “Treasury Department” reports, which have nothing to
do with business revenue or Vuuzle’s books and records.  Instead, these reports detail finance
employees’ efforts to track investments made into Vuuzle, issuing share certificates and warrant
agreements, and maintaining the Vuuzle shareholder records.
50. Marketing team meeting notes similarly reflect the pressure to make investor sales
within the boiler room.  For instance, in a meeting that took place on May 25, 2019, one IR told

18
 
his marketing representatives that he needed potential investors to be “fully pitched and not half-
pitched,” and that marketing representatives should “do whatever it takes every day to produce”
investor sales.  As the IR reminded his marketing team, their focus should always be on the
money: “[y]ou have good opportunities to make good cash right here and right now if you stay
focus[ed] and do what needs to be done every day.”
51. As compensation for recruiting investors, Defendants pay commissions to Flynn,
his IRs, and other boiler room staff based upon their respective roles.  To receive payment, an IR
submits a request or invoice to Flynn.  Flynn and Marchitto coordinate to direct funds into the
account of an overseas Flynn-controlled entity.  Then Flynn directs the payments out.  No one
gets paid without Flynn’s approval.
52. Accordingly, detailed spreadsheets were emailed to Flynn by his IRs, which
calculated each investor’s “done deal” investment amount, the initials of the boiler room staff
person credited with “opening” and/or “closing” the deal, and the percentage commission earned.
According to these charts, Flynn and his IRs received commissions from 8% to 15% of investor
funds, while lower level marketing reps were paid commissions of up to 2.5% of investor funds.
III. MARCHITTO AND FLYNN COORDINATED TO CREATE THE FALSE
IMPRESSION THAT VUUZLE HAS A SUBSTANTIAL U.S. PRESENCE

53. Although the primary business of Vuuzle – the boiler room – operates overseas,
the vast majority of Vuuzle investors are U.S. individuals.  Therefore, maintaining the false
impression that Vuuzle has a substantial U.S. presence has been critical to getting U.S. investors
comfortable investing.  While Flynn remains overseas, travelling between the Philippines, the
UAE, and elsewhere, he coordinates with and relies on Marchitto to maintain this illusion.
Marchitto did so by facilitating the creation of Vuuzle’s predecessor entities in the U.S. and
maintaining a New York City office space that was represented in offering documents to be

19
 
Vuuzle’s headquarters.  Marchitto also opened and operated a series of bank accounts located at
three different U.S. financial institutions into which investors were directed to send their funds.
54. Marchitto and Flynn have been business partners for years in what now appears to
be a repeating pattern, wherein Flynn sells securities, and Marchitto collects the investor funds
and provides the U.S. presence.  For instance, bank records reflect that, on April 13, 2015,
Marchitto opened and maintained, as sole signatory, a Chase bank account in a now-defunct
Flynn-controlled entity called E Diamond Trade LLC.  Over the following year, Marchitto used
that account to receive and transfer funds clearly marked as investments by E Diamond
investors.
55. When Flynn began sell Vuuzle U.S. securities – before even the first Vuuzle
entity was formally established – Marchitto used the E Diamond bank account to receive Vuuzle
investor funds.  From at least September 9, 2016 through approximately November 23, 2016,
Marchitto received and transferred approximately $176,000 in Vuuzle investor funds into this
account via both wire-transfers and checks that were clearly marked for investment in Vuuzle.
56. On September 16, 2016, Marchitto organized Vuuzle U.S.’s first predecessor
entity, Boink Live Streaming LLC (“Boink LLC”), in Delaware, using his home address in
Rockaway, New Jersey, as the entity’s corporate address.  On September 23, 2016, Marchitto
successfully obtained a tax identification number for Boink LLC from the Internal Revenue
Service.  And, on September 28, 2016, Marchitto was designated the “Initial Member” of Boink
LLC.  Later, Marchitto facilitated the incorporation of Boink Live Streaming Corp. (“Boink
Corp.”) by writing a letter to the Delaware Secretary of State, Division of Corporations, wherein
he identified himself as the “organizer of ‘Boink Live Streaming LLC’” and expressly authorized

20
 
the incorporation of Boink Corp.  Flynn used both of these entities interchangeably to raise
investor funds.
57. On October 11, 2016, Marchitto opened a bank account for Vuuzle U.S. at Chase
bank.  The account was initially opened in the name of Boink LLC and later changed to Vuuzle
Media Corp.  From October 2016, through approximately May 2020, this was Vuuzle’s primary
U.S. bank account.  Flynn and Vuuzle U.S. directed to this account approximately $13.7 million
in investor funds.  Although account records listed Marchitto as the sole signatory at all times,
Marchitto gave Flynn electronic access to the account.  Marchitto also arranged for the bank to
send wire transfer confirmations directly to Flynn’s email address.
58. On approximately May 26 2020, Vuuzle U.S.’s Chase bank account was the
subject of a seizure warrant executed by the Federal Bureau of Investigation (“FBI”).  At the
time of the seizure, the account held a total of $3,357.12.  Shortly thereafter, Vuuzle and Flynn
stopped directing investors to send their funds to that account.  The Chase bank account was
eventually closed in September 2020 with a balance of $0.
59. After the FBI seizure of the Chase bank account, Defendants operated without a
U.S. bank account for a short time, during which U.S. investors were directed to send funds to
Flynn-controlled bank accounts in the UAE and the Philippines, including accounts held by
Bonk Marketing Trade and Promotion, Inc. and iMagically LLC, through which Flynn operated
his boiler room.
60. However, on information and belief, Defendants quickly realized that many
investors were not comfortable sending their funds overseas.  Therefore, on July 9, 2020,
Marchitto opened another U.S. bank account for Vuuzle U.S. – this time at Bank of America
N.A. – and, again, designated himself as the sole signatory.  Almost immediately, Flynn and

21
 
Vuuzle began directing Vuuzle investors to send their funds to the new Bank of America
account.  Between July 9, 2020 and approximately May 3, 2021, this was Vuuzle’s primary U.S.
bank account, and it was used to receive and transfer more than $1.7 million in Vuuzle investor
funds.  On June 8, 2021, this account was shut down by Bank of America.
61. On approximately May 3, 2021, having been notified that Bank of America
intended to close the accounts, Marchitto opened a new bank account at TD Bank and, again,
designated himself as the sole signatory.  The owner of the account is ostensibly, Vumu Music
LLC, but deposits to the account are Vuuzle investor funds.  In fact, Flynn and Vuuzle UAE are
currently distributing a “Confidential STO (Security Tokens) Memorandum” to investors that
directs investors to deposit their funds to the TD Bank account.  Bank records reflect that from
May 3, 2021 to at least July 15, 2021, the TD Bank account has received more than $500,000 in
investor funds.
62. From Vuuzle’s inception, Marchitto’s primary responsibility was to monitor the
U.S. bank accounts and communicate on a regular basis with Flynn, Flynn’s secretaries, and
other boiler room staff to keep them informed as to when a given investor’s funds have been
deposited, the investment amount, and when funds will be available for disbursement.  Investor
deposits were readily identifiable as they are made in form wire transfers or checks, primarily
from individuals or retirement accounts, in large, round dollar increments.  In many instances,
investors clearly mark the wire or check as being for the purchase of Vuuzle securities.  When
investor funds are deposited, Flynn and Marchitto coordinate to determine where the money
should go and it is quickly transferred out.
63. Thus, Marchitto knew the accounts were funded almost exclusively by Vuuzle
investors.  In fact, Marchitto received a warning from an investor that the primary source of

22
 
Vuuzle’s funds came from investors.  Specifically, on July 31, 2017, an investor contacted
Marchitto about his investment, noting that he had received inconsistent information from
Vuuzle about dividends and revenues.  That investor explicitly warned Marchitto to “[j]ust be
aware and make your own decisions consistent with fact.”  On September 4, 2017, that same
investor emailed Marchitto again, this time with a series of questions, noting that “[i]t seems that
the primary income ...was from the sale of stock.”  Marchitto responded by saying “I have no
knowledge to answer[] the questions u presented.”  Yet, at that time, Marchitto was actively
monitoring Vuuzle’s primary bank account, for the express purpose of identifying investor
deposits and notifying Flynn and his boiler room staff.
64. In addition to handling Vuuzle’s U.S. bank accounts, Marchitto also facilitated the
process of obtaining and maintaining a New York City address for Vuuzle at 42 Broadway– the
same building where Marchitto’s former dental practice was located.  Flynn, Vuuzle U.S., and
Vuuzle UAE direct investors to send mail to this New York address – including subscription
documentation and investment checks – where Marchitto picks them up, forwards relevant
communications on to Flynn and his boiler room staff, and deposits any investor checks into
Vuuzle’s U.S. bank account.  Flynn and Vuuzle have used this address on Vuuzle U.S. PPMs,
Vuuzle U.S. Forms D, and in Vuuzle U.S. and Vuuzle UAE email communications with
investors, all to create the false impression that Vuuzle’s headquarters are in New York City.  In
fact, the New York City address houses no Vuuzle operations, has no employees (other than
Marchitto), and serves no function except to assure investors that Vuuzle is a legitimate U.S.-
based company.

23
 
IV. DEFENDANTS HAVE HARVESTED MILLIONS FROM VUUZLE INVESTORS
65. As a result of Defendants’ misconduct, millions of dollars have been raised from
Vuuzle investors.  Bank records reflect that from, approximately September 2016 through at
least July 2021, at least 165 investors deposited more than $22.8 million into accounts in the U.S.
and UAE held by Vuuzle U.S. and at least five other Flynn-controlled entities. These deposits
were made primarily in the form of wires, electronic transfers, and checks.  The majority of these
investors are located throughout the United States, including in New Jersey.
66. The majority – or approximately $16.1 million – of these Vuuzle investor funds
were deposited to one of four U.S. bank accounts controlled by Marchitto in the names of E
Diamond Trade LLC, Vuuzle U.S., and Vumu Music LLC.  Another approximately $183,300
was invested via credit card payments to third-party entities that did business with Flynn.
Investor funds did not typically remain in U.S. accounts for long, and were usually transferred
out within a week.  While, each month, these accounts have received hundreds of thousands of
dollars in investor deposits, by each month-end, the accounts usually held less than $10,000.
67. The other approximately $6.5 million in Vuuzle investor funds were deposited
directly to three Flynn-controlled accounts in the UAE held in names of Vuuzle Media Fze LLC
and Vuuzle Media Entertainment.
V. DEFENDANTS HAVE MISUSED AND ARE CONTINUING TO MISUSE
VUUZLE INVESTOR FUNDS
68. Flynn falsely represent to investors, directly and through Vuuzle U.S. and Vuuzle
UAE communications, that Vuuzle is a legitimate business and that investor funds would be used
to grow and operate the company.  For example, a 2017 PPM that was provided to investors
describes the use of investor proceeds as follows:

24
 

69. In this chart and other similar statements, Flynn and Vuuzle U.S. represented that
Vuuzle would use more than 99% of investor funds for building, marketing, and selling Vuuzle’s
online products.  They also claimed that only 0.5% of investor funds would be used in
connection with offering securities.  Flynn reinforced this understanding in direct
communications with investors.  For instance, in an email dated April 20, 2020, Flynn told an
investor that “the corporation is using its funds to grow the platform.”
70. Vuuzle U.S. made similarly false statements in two Forms D it filed with the
Commission in 2017 and 2019.

25
 

71. Both Forms D contained identical responses that specifically represent that
Vuuzle U.S. had paid $0 in sales commissions and $0 in finders’ fees in connection with the
offering of Vuuzle U.S. securities.
72. As Defendants know, these statements are false.  Of the more than $22.8 million
in Vuuzle offering proceeds, only approximately $3.6 million was ultimately used for the costs
of building and maintaining Vuuzle’s purported products and technologies.  Together, Flynn and
Marchitto have diverted a total of more than $16.3 million for their personal use and benefit and
to support the boiler room operations, including paying commissions to Flynn and others.  The
remainder was spent on other expenses in furtherance of the fraud.
A. Flynn and Marchitto diverted more than $10 million of Investor Funds to
Support Flynn’s Lavish Lifestyle

73. While Flynn presents himself as an internationally successful businessman, his
only real success over the past five years has been raising investor funds.  Flynn does not appear
to have any other significant income.  Instead, Flynn lives off of Vuuzle investor funds.  Over the
past five years – from Vuuzle’s inception – Flynn and Marchitto have diverted from the U.S. and
UAE bank accounts a total of more than $10.3 million of Vuuzle investor proceeds to support
Flynn’s life of luxury.

26
 
74. Of this $10.3 million, more than $5 million was transferred directly from U.S. and
UAE bank accounts to Flynn’s personal bank accounts in Singapore and the UAE.  Another
nearly $1.2 million of Vuuzle investor funds were taken by Flynn in cash withdrawals from
ostensibly business bank accounts of Flynn-controlled entities in the UAE.  Flynn used more
than $400,000 to pay his personal expenses directly from Vuuzle investor funds.  And, Marchitto
used investor funds from U.S. bank accounts to pay nearly $3.4 million in expenses Flynn
incurred using a series of ostensibly corporate American Express credit and cards opened by
Marchitto in the names of Boink, Vuuzle, and Marchitto’s former dental practice.
75. The overwhelming majority of these credit card charges were personal, and
included, for instance, more than $1 million in purchases at jewelry stores in Singapore, Dubai,
and the Philippines.  Receipts from the Dubai jewelry store reflect that Flynn has been using
investor funds to purchase several 24 Karat gold bars.  Flynn also racked up more than $500,000
in credit card charges for his travel and entertainment, including international business class
flights, luxury hotels, strip clubs, and restaurants.
76. Marchitto knew, or was reckless in not knowing, that he was using Vuuzle
investor funds to cover Flynn’s personal expenses.  Marchitto was the one sending Vuuzle
investor funds to overseas bank accounts in Flynn’s name.  Marchitto was the account holder on
the credit card accounts and he had direct access to the credit card statements reflecting clearly
personal expenses.  Yet, Marchitto, nonetheless, diverted Vuuzle investor funds for Flynn’s
personal use.
B. Flynn and Marchitto Diverted Hundreds of Thousands Dollars of Investor
Funds for Marchitto’s personal use

77. In addition to diverting Vuuzle investor funds for Flynn’s use, Marchitto has also
diverted investor funds for his own personal use.  As a retired dentist, Marchitto does not have a

27
 
regular stream of income apart from his U.S. government social security checks.  Nonetheless,
from September 2016 through May 2020, Marchitto regularly transferred thousands of dollars in
Vuuzle investor funds between Vuuzle’s primary U.S. bank accounts and his own personal and
business accounts.  Marchitto has made these transfers in the form of cash withdrawals, direct
transfers to his personal bank accounts, and direct payments of his personal expenses, including
fees for his personal attorney.  As of May 2020, after nearly $800,000 in transfers back and forth,
Marchitto appeared to have paid into Vuuzle accounts approximately $111,829.42 more than he
had taken.
78. However, since May 2020, Marchitto has received another more than $307,000 in
Vuuzle investor funds.  These funds include transfers he made to himself out of Vuuzle accounts
he controls, payments for his personal expenses out of Vuuzle investor funds, and approximately
$103,000 transferred to him by Flynn from Flynn-controlled accounts in the UAE.  As a result,
Marchitto has, in total, improperly gained more than $195,000 in Vuuzle investor funds.
79. Marchitto and Flynn also used a Vuuzle debit card, connected to the Chase bank
account, to make additional charges of more than $26,000 in investor funds for expenses – such
as Netflix, and iTunes – that have no discernable business purpose.  Apple receipts sent to Flynn
and Marchitto confirm the personal nature of the iTunes purchases, the vast majority of which
were for mobile applications relating to online gambling, dating, and video games.
C. Vuuzle Paid Undisclosed Commissions to Flynn and Others

80. Defendants diverted another approximately $5.9 million in Vuuzle investor funds
to sustain the boiler room operations, including payments to lead list providers and undisclosed
commissions to Flynn and his marketing staff.  Flynn and Marchitto fund the expenses of the

28
 
boiler room by transferring investor funds from Vuuzle’s bank accounts in the U.S. and UAE to
accounts held by other Flynn-controlled entities, primarily located in the Philippines.
81. Knowing that investors were not told of these payments, Flynn has made efforts
to conceal their nature.  For example, Flynn and Marchitto have transferred a total of more than
$3.8 million in Vuuzle investor funds to iMagically, a Flynn-controlled entity in the Philippines.
Flynn attempted to legitimize some of these payments by directing iMagically to send Vuuzle
invoices for “consulting fees.”  However, these invoices clearly reflect commissions, as they
contain investor names, along with the amounts invested, and a description of the charges that
said “40% Fees, Consulting, meetings, phone, time, FedEx, Credit charges & secretarial.”  The
bottom of each invoice had a note stating “[i]f you have any questions about this invoice please
contact Ronnie Shane Flynn” and providing Flynn’s phone and email address.
82. Once the funds arrive in the overseas accounts, Flynn directs them to be disbursed
to himself and his marketing staff, mostly in the form of commissions.  For example, on April 9,
2019, Flynn sent his treasury staff an email with the subject line, “10k sent to magically” and a
message saying, “SENT YOU TEN THOUSAND, GET JOSHUA PAID...”  Similarly, on
August 24, 2019, Flynn sent his staff an email that stated “I have sent off an additional 5 k that
can be used for the commission this week coming up.”  “JOSHUA” is a reference to Flynn’s
adult son, Joshua Flynn, who worked as an IR in Flynn’s boiler room.
83. In addition to directing Vuuzle investor funds to the entities that Flynn used to
operate the boiler room, Flynn and Marchitto also made direct payments to lead list providers
and independent stock promoters.  Emails between Flynn and these stock promoters reflect that
the payments were commissions based on the amounts invested by their investor recruits.

29
 
VI.       OTHER       MATERIAL       MISREPRESENTATIONS TO INVESTORS
84. To induce investors to purchase securities, Vuuzle U.S., Vuuzle UAE, and Flynn
have made additional materially false and misleading statements, including that Vuuzle U.S.
intended to proceed with an IPO, pay investors dividends, and that Vuuzle U.S. and Vuuzle UAE
are operated by a team of independent executive officers.
A. False Promises of an Initial Public Offering
85. From the beginning, Flynn and Vuuzle U.S. falsely presented Vuuzle (which they
sometimes called “Bonk Live”) as a pre-IPO investment opportunity.  For example, a December
15, 2016 email sent to investors and potential investors stated, in part:
This is your Opportunity to finally win big!  You missed out on
FACEBOOK, you missed out on TWITTER and GOOGLE, you
didn’t have an opportunity to be considered for SNAPCHAT.
Now you have a chance to get involved with the #1 social platform
for broadcasting, advertising and watching live streaming
videos.... Facebook founder Mark Zuckerberg earned 19.1 Billion
United States Dollars after just 30 seconds in the stock market!!!!
... BONK LIVE is like mixing up FACEBOOK, GOOGLE,
TWITTER, and SNAPCHAT and injecting it with an overdose of
steroids!
86. Another email sent on the same day to many of the same investors and potential
investors emphasized the supposed urgency of investing immediately, stating:
The opportunity is now and it won’t last forever, or even a few
more months.  Investment is secured and once the 250 investors
required to go public has been reached, Bonk Live will be the next
big stock people wish they didn’t pass down no matter how much
money they didn’t have at the time.  Beg, Borrow, Steal or make
more excuses...

87. Flynn and Vuuzle U.S. employees were even more explicit in phone
conversations, telling investors and potential investors that they could expect Vuuzle U.S.’s

30
 
stock price to increase to up to $25 to $30 a share or more after the promised IPO.  However,
notwithstanding claims that the investment opportunity would not last “a few more months,”
Vuuzle did not go public.
88. The inevitable lack of an IPO – Vuuzle was, after all, little more than a boiler
room front – did not deter Flynn and Vuuzle U.S. from continuing to lure investors with
promises that an IPO would eventually occur.  For example, on August 19, 2019, Vuuzle U.S.
sent investors an email stating that “[w]e are very close to making the announcement that the
company will be going public.”  The email claimed that Vuuzle had hired a “federally regulated
trust company in Canada” as the company’s transfer agent.  Investors were advised that
“[e]veryone must talk with Ronnie Flynn who will be gathering information” to provide to the
transfer agent.
89. These representations were false and misleading, and Flynn knew it.  As of
August 2019, Vuuzle U.S. had made no preparations to go public.  The representation that
Vuuzle had hired a transfer agent was false.  In fact, Flynn sent an email to a former Vuuzle U.S.
CEO five days later, stating “[w]hen we have a transfer agent, I will inform you. Until then, I am
still building the company.”  In a later email to the former CEO that same day, Flynn, denied that
Vuuzle had any plans to go public, adding, “[i]f there was anything to tell you I would ... [r]ight
now the company is negative and owes lots of money.”
90. In May 2020, Vuuzle U.S. and Flynn sent investors yet another email announcing
plans for an IPO.  This time, they claimed that a group of Swedish investors had paid $50 million
to acquire 10% of Vuuzle.  Vuuzle U.S. and Flynn represented that these purported investors
would form a Swedish corporation, called Vuuzle Media Sweden AB, which would be publicly

31
 
listed on the Nasdaq Stockholm.  These representations also were false and misleading.  To this
day, Vuuzle bank accounts in the U.S. and UAE reflect nowhere near $50 million in investments.
91. Nonetheless, from May through approximately November 2020, Flynn and
Vuuzle U.S. maintained the story – telling investors that their Vuuzle stock would be converted
to stock in the Swedish entity, thereby allowing them to participate in the Swedish IPO.  Flynn
and Vuuzle U.S. even used the purported upcoming Swedish IPO to pressure some investors to
invest additional funds by exercising their warrant options.  Yet Vuuzle never began the listing
process to go public in Sweden.  In fact, the Nasdaq Stockholm has certain listing criteria –
including a documented history of profitability – which Vuuzle could not possibly meet because,
as Flynn knows, Vuuzle has never made a profit.  Not surprisingly, Vuuzle ultimately abandoned
the Swedish IPO story.
92. In around November of 2020, Flynn and Vuuzle U.S. sent investors emails
announcing that Vuuzle had assigned all of its intellectual property to a new Vuuzle entity –
Vuuzle UAE.  The assignment agreement attached to the email reflected that Flynn had signed
on behalf of Vuuzle U.S.  Also attached to this email, was a “nominee agreement,” which
notified investors – for the first time – that they no longer held shares in Vuuzle U.S., but rather
their shares were now shares of Vuuzle UAE.  Investors were then asked to sign the nominee
agreement, which would grant legal title to the investor’s shares to yet another new entity, called
“New Formula TV Limited.”  Flynn had also signed this agreement on behalf of New Formula
TV.
93. For those investors that signed the assignment agreement – and for some investors
that did not sign the agreement – Vuuzle U.S.’s treasury department emailed new stock
certificates reflecting that the investors owned shares in Vuuzle UAE.  These stock certificates

32
 
reflected that they which were held on behalf of the shareholder – not by New Formula TV – but
by another new entity called “New Formula Chanel.”  Stock certificates were signed by the
treasurer for Vuuzle U.S.
B. False Promises of Dividends
94. To induce individuals to invest, Vuuzle U.S. and Flynn also promised that Vuuzle
would pay shareholders dividends.
95. Flynn and Vuuzle U.S. employees however, apparently gave different investors
and potential investors different information about the dividends.  Some earlier investors were
told to expect dividend payments within a few months of their investments.  For instance, one
email Vuuzle U.S. sent to investors and potential investors on December 5, 2016 stated that,
“[t]he first projected dividend is for the end of February amounting to around $2.50 per share per
quarter on the low side to $10 per share on the high side,” based on expected revenues of
$50,000,000 in the first quarter of 2017.
96. Another investor received an emailed memorandum from the purported
“CEO/President” of Vuuzle U.S., dated July 26, 2017, which represented in relevant part that
“[a]s a result of the stream of revenue, the company intends to pay its first quarterly dividend on
or about Oct. 19, 2017 with additional quarterly dividends on or about every 90 days thereafter
....”
97. According to the July 26, 2017 memo, “[a]t the time the company goes public, the
dividend will cease or be re-evaluated.”  In contrast, other investors were told they would not
receive dividends until Vuuzle was publicly listed.
98. In any event, no dividends were ever paid, and no dividends were ever going to be
paid because, as Flynn knew, Vuuzle was not a legitimate business.

33
 
C. Flynn Concealed his Interest and Control from Investors
99. Flynn has exercised and continues to exercise ultimate control over every part of
Vuuzle’s business through a collection of entities all staffed by the same core group of purported
company executives, officers, and employees who work directly for Flynn.  Flynn has used these
entities in furtherance of the fraud without regard for corporate formalities.  For instance, Flynn
raised funds for Vuuzle’s predecessor entity, Boink Live Streaming, before that entity even
existed.  Before Vuuzle’s U.S. bank account was established, Flynn directed investors to deposit
their funds to the account of another Flynn-controlled entity, E Diamond Trade LLC.  Moreover,
subscription agreements for early Vuuzle (then Boink Live Streaming) investors were printed on
letterhead of another Flynn-controlled entity, Bonk Marketing.  And now, Flynn and Vuuzle
UAE are directing Vuuzle investors to send their funds to an account in the name of another
Flynn-controlled entity, Vumu Music LLC.
100. Regardless of the purported corporate name, no one at any Vuuzle entity is paid
without Flynn’s approval – from the purported President and CEO, to the technical vendors, to
the lead list providers, to his own marketing representatives.  Flynn controls who is hired and
fired, what material is posted to Vuuzle’s websites, what is said to investors and prospective
investors, how and when share certificates are issued, and how investor funds are spent.
101. Yet Flynn, Vuuzle U.S. and Vuuzle UAE have falsely represented to investors
and the public that Vuuzle is a legitimate business operated by a team of independent executive
officers.  For instance, Vuuzle U.S.’s 2017 PPM only mentioned Flynn as the “non-voting
beneficial owner” of iMagically LLC, which was described as the majority shareholder of
Vuuzle U.S., holding 80 million shares.  According to the PPM, Joshua Flynn (Flynn’s adult son)

34
 
was the “manager” of iMagically, and he was, supposedly, “free to vote his shares without
consequence from the Non-Voting Member” (Flynn).
102. This statement is false.  Flynn himself is Vuuzle’s majority shareholder, and the
80 million shares were issued in his name.  iMagically is nothing more than one of many
corporate names used by Flynn to operate the boiler room, where Flynn is everyone’s “boss,”,
including his son Joshua.
103. Indeed, Joshua Flynn has to request his father’s approval even to get paid.  And
on those occasions when Flynn determined that Joshua Flynn (along with other boiler room
employees) had not met his employment obligations, Flynn disciplines him by taking away some
of his commissions for the relevant period.
104. For example, on July 19, 2019, Flynn directed a treasury department employee to
send a notice to a group of four IRs, including his son, Joshua Flynn, which stated:
Despite all of the reminders and warnings by the Founder, still it
has been observed that you are not reporting to work daily and if
it’s not late, early our or worse is absent.

International Representatives should be on top of their Marketing
Sales to drive cash, as you know that the Founder is paying all the
bills and expense of the Company...

For this reason, the Founder will be deducting certain amount
from your commission for the following violation:

a. Absent for 1 day ---------------------------$200.00 Deduction
b. Late for the day or early out-------------$100.00 Deduction

105. Yet, when investors asked Flynn questions about Vuuzle, such as why dividends
had not been paid or why the company has not progressed to an IPO as promised, Flynn claimed
he was not in control.  For instance, on April 12, 2019, an investor emailed Flynn stating, “you
should remember what you put me through on this thing when you told me over and over again

35
 
that this comp[a]ny would go public and I would have my money in time to pay my taxes.”  In
response, Flynn stated “I am a shareholder in the company like you are.”  He then directed the
investor to speak with an IR for additional information.
106. In that same email, the investor asked Flynn to return $10,000 because “I relied
on what you told me and now I am really in a pickle.”  Flynn responded by claiming he did not
have the money to give the investor; yet, less than two weeks later, Flynn found $13,000 to pay
commissions to his boiler room staff.  In an email dated April 23, 2019, Flynn forwarded a wire
transfer notice of $13,000 from Vuuzle’s U.S. bank account to iMagically, directing his staff to
“get Joshua his commission asap...money sent!!!!!!!!”
107. Vuuzle U.S. also concealed from investors Flynn’s financial relationship with the
company, including the many transfers of funds between Vuuzle U.S. and other Flynn-controlled
entities domestically and overseas.  In fact, the PPM included a section that expressly denied the
existence of any related party transactions:
Certain Relationships and Related Transactions
We have not entered into any material transactions with any
director, executive officer, promoter, security holder who is a
beneficial owner of 5% or more of our common stock, or any
immediate family member of such persons.

108. This statement was obviously false.  As discussed above, Flynn and Marchitto
directed approximately $5.9 million to support the boiler room operations, which included
transfers of $5.3 million to other Flynn-controlled entities.
109. While Vuuzle U.S.’s PPM misrepresented the nature of Flynn’s role, Vuuzle
U.S.’s Forms D, filed with the Commission in 2017 and 2019, did not even name Flynn as a
related party.

36
 
110. The regulations for such Forms D required Vuuzle U.S. to provide: (1) a list of
related persons, defined to include “[e]ach executive officer and director of the issuer and person
performing similar functions”; (2) the name and address of each person who was to be or will be
paid commissions or other consideration in connection with the sales of securities in the offering;
(3) the amount of sales commissions paid or estimated to be paid; and (4) the “amount of gross
proceeds of the offering that has been paid or is proposed to be used for payments to any of the
persons required to be named as executive officers, directors or promotors” of the issuer.
111. Accordingly, Vuuzle U.S. was required to identify Flynn on the Forms D as both
the person “functionally” in control of Vuuzle U.S. and as a promoter of Vuuzle U.S. securities
who was paid commissions.  Instead, the Forms D listed as related parties, individuals that, in
reality, were hired by Flynn, reported to Flynn, and relied on Flynn to be paid.
VII.     DEFENDANTS     ARE     CONTINUING THE FRAUD THROUGH THE VUCO
SECURITY TOKEN OFFERING

112. After repeatedly promising and failing to deliver on purported plans for an IPO
and the payment of dividends, Flynn and Vuuzle have shifted their focus, once again, from
offering and selling Vuuzle stock to offering and selling a digital asset offered by Vuuzle UAE,
called a “VUCO security token.”  Presumably, Flynn’s and Vuuzle’s transition from traditional,
stock-based securities to digital tokens was an effort to capitalize on the market’s enthusiasm for
blockchain-based assets.
113. Vuuzle first announced plans to issue a digital asset sometime in late 2019.  For
example, on December 9, 2019, Vuuzle U.S. sent to investors an email with the subject line . . .
“Why Vuuzle Is Going Crypto In 20/20.”  In the email, investors were told that Vuuzle was
going to issue a “security token that can be bought or sold” and directed investors to linked
articles about other investments that had been turned into digital securities.

37
 
114. In early 2021, Vuuzle launched a campaign to market and sell its VUCO security
tokens.  For instance, on April 20, 2021, Vuuzle U.S. sent a series of emails to investors
announcing that “Vuuzle is going to tokenize the company.”  In those emails, Vuuzle U.S. made
clear that the VUCO token being offered is an investment “representing [] Vuuzle shares on a
digital infrastructure” backed by the value of the assets of Vuuzle.  Attached to one email, was a
document titled “How to Buy ICO Tokens: Vuuzle Beginner’s Guide,” which contained detailed
instructions for setting up a digital asset account and obtaining other digital assets (e.g., Ether) to
be used to buy VUCO.
115. At the same time, Flynn, Vuuzle U.S. and Vuuzle UAE began issuing press
releases offering the VUCO security token to the public.  On April 29, 2021, Vuuzle U.S. issued
a press release announcing that “’Vuuzle coins’ will be available in several markets where there
is a tokenization system supported by bitcoins or Etherium.”  A May 5, 2021 press release issued
by Vuuzle U.S. noted a recently announced $5 billion acquisition of Verizon Media by Apollo
Global Management, and concluded “[c]onsidering the potential that was seen with Verizon
Media, the growth expectancy also follows with Vuuzle media Corp, through its token VUCO.”
Nearly all of these press releases offer the public an opportunity to “find out what we are doing
and how you can become an investor partner with Vuuzle.TV.”
116. By approximately June 2021, Vuuzle U.S, Vuuzle UAE, and Flynn began to
contact investors directly to encourage them to convert their Vuuzle stock into VUCO security
tokens and to invest more money to buy additional VUCO security tokens.  For example, on June
29, 2021, an email to one investor (purportedly from “the Vuuzle Group”) contained attached
“Investment Agreement” (purportedly from Vuuzle UAE) with instructions to sign the
agreement to convert his Vuuzle stock into VUCO tokens on a 1-for-1 basis.  The email provided

38
 
that if the investor did not sign the agreement within five days, he would be considered to have
accepted its terms anyway.
117. On July 7, 2021, Vuuzle UAE held a virtual shareholder meeting via Zoom, at
which many of Vuuzle’s executives, directors, and employees spoke, including Flynn.
Throughout this meeting, Flynn and Vuuzle UAE made numerous false and misleading
statements about Vuuzle and the VUCO token.  Flynn acknowledged that he had “promised” to
take Vuuzle public, and blamed the SEC’s and DOJ’s cases against him and Vuuzle for causing
him to shut down Vuuzle U.S., move offshore, and drop the purported plans for an IPO.
118.  In that same meeting, Flynn falsely implied that investors could still profit from
their Vuuzle investments by converting those investments into VUCO security tokens.
Specifically, Flynn falsely represented that he had two billion tokens currently “worth $5.50”
each and that would soon be worth $10 each.
119. Flynn also stated that Vuuzle had a “Fintech license” that purportedly authorized
Vuuzle to issue debit and/or credit cards that investors could use to directly liquidate the value of
their tokens.  Flynn and Vuuzle UAE instructed investors to set up an online account through a
web application called “MetaMask,” which provides the user an electronic wallet to hold digital
assets, including the VUCO tokens.
120. Blockchain records reflect that the VUCO token has been distributed to at least
267 unique account numbers.  Moreover, the TD bank account set up and managed by Marchitto
to receive funds from the VUCO token offering reflects investor deposits that reference the
purchase of “coins” as the purpose of the investment.
121. This offering of the VUCO security token by Vuuzle UAE is nothing but a
continuation of the same offering fraud that Flynn, Marchitto, and Vuuzle U.S. have been

39
 
operating from the beginning.  VUCO tokens, like the common stock preceding them, have no
real value because Vuuzle is nothing but a sham, and its assets have been and are continuing to
be drained by Flynn and Marchitto for their own personal use and to sustain the boiler room
operations.
VIII.   NO VUUZLE SECURITIES OFFERING HAS BEEN REGISTERED WITH THE
COMMISSION
122. Despite raising over $22.8 million through the sale of stocks, warrants, and
VUCO security tokens from 2016 to at least July 2021, no Vuuzle entity has registered any
securities offering with the Commission.  On September 26, 2017, Vuuzle U.S. filed with the
Commission a Form D Notice of Exempt Offering of Securities (under its previous name, Boink
Live Streaming Corp.), which announced a $10,000,000 private offering of securities.  An
amended Form D was filed on February 15, 2019.  In these notices, Vuuzle U.S. claimed that its
offering was exempt from registration under Rule 506(b) under the Securities Act.
123. In fact, however, neither Vuuzle U.S. nor Vuuzle UAE qualifies for any
exemption for a “private offering” of securities because, inter alia, they have been and are
conducting a general solicitation through the cold-calling of potential investors.  Flynn, Vuuzle
U.S., and  Vuuzle UAE have continued to buy lead lists and cold call investors and potential
investors even after the filing of the SEC’s initial Complaint in this case on January 27, 2021,
and through at least August 25, 2021.
124. Moreover, it does not appear that Flynn, Vuuzle U.S., or Vuuzle UAE was or is
making any independent effort to confirm the accredited investor status, financial qualifications,
or investment experience of Vuuzle investors, all of which is pertinent to the availability of the
Rule 506(b) exemption Vuuzle U.S. claimed.

40
 
125. Vuuzle U.S.’s 2017 PPM stated that it was offering shares to “accredited and
sophisticated investors only.”  The associated subscription documents contained a check-the-box
certification for investors to indicate whether they were “accredited” or “sophisticated.”
Although these completed subscription forms were sent to Flynn and his marketing teams for
their review, many investors never checked either box on the subscription form.  For instance,
according to a treasury department report sent to Flynn on August 2, 2019, one investor
apparently told a Vuuzle U.S. employee that he was not accredited.  This information was
provided to Flynn, who instructed that the investor be accepted anyway.  Four days later, Vuuzle
U.S. accepted the investment and issued the investor Vuuzle U.S. shares. Other investors were
told to check the box even though they were not accredited.  Still, Flynn and Vuuzle U.S. took
their money.
126. As a result, numerous unaccredited investors ended up investing in Vuuzle U.S.
None of these investors ever received the financial or other information regarding Vuuzle to
which they were entitled.
127. Vuuzle UAE’s and Flynn’s more recent offering of VUCO tokens is also a
securities offering,  Vuuzle UAE and Flynn have repeatedly described the VUCO token as an
“investment” backed by the value of Vuuzle itself, which they claim will increase due to the
predicted success of Vuuzle.  Moreover, in promoting the VUCO token, Vuuzle UAE and Flynn
have explicitly described it as a “security.”
128. Therefore, the VUCO token is required to be registered with the Commission –
yet it is not.

41
 
129. Flynn, Vuuzle U.S., and Vuuzle UAE each directly and/or indirectly offered and
sold Vuuzle securities, engaged in steps necessary to the public distribution of Vuuzle securities,
and was a necessary participant in the offering of Vuuzle securities.
IX. MARCHITTO AIDED AND ABETTED THE UNREGISTERED OFFERINGS
130. Flynn, Vuuzle U.S., and Vuuzle UAE were aided and abetted in their unregistered
securities offerings by Marchitto.
131. Marchitto provided substantial assistance to Flynn, Vuuzle U.S., and Vuuzle UAE
by establishing a U.S. corporate and financial presence for Vuuzle.  Because Flynn and his boiler
room operations are located overseas, Marchitto’s acts were essential to the success of the
unregistered offering, which targeted U.S. investors.  As described in further detail above,
Marchitto: (a) organized Vuuzle’s predecessor legal entity and served as its initial member; (b)
opened and maintained as sole signatory a series of U.S. bank accounts used to receive and
disburse more than $16.1 million of Vuuzle investor funds; and (c) maintained a New York City
office space, which was represented to investors as Vuuzle’s primary place of business.
132. Marchitto knew, or was reckless in not knowing, that Flynn, Vuuzle U.S., and
Vuuzle UAE were conducting securities offerings.  He monitored the banks accounts for the
express purpose of flagging investor deposits and notifying Flynn’s boiler room staff when
investor funds were received into the account.  Marchitto monitored mail sent to the New York
office space he maintained, and collected investor checks for deposit and investment subscription
agreements that he forwarded to Flynn and his boiler room staff.
133. Moreover, Marchitto knew, or was reckless in not knowing, that the securities
offerings were unregistered.  He is named as a board director on the Form D that Vuuzle U.S.
filed with the SEC in 2019.  And Marchitto continued to substantially assist the unregistered

42
 
offering even after the SEC’s initial complaint was filed on January 27, 2021 – which
specifically alleged that Vuuzle U.S. and Flynn were conducting an unregistered securities
offering in violation of the securities laws.  In fact, in May 2021, when Bank of America notified
Marchitto of its intent close Vuuzle U.S.’s bank account, Marchitto opened a new bank account
at TD Bank to ensure the flow of Vuuzle investor funds from the U.S.  Flynn and Vuuzle UAE
are now directing investors to send their funds to this new TD bank account in connection with
their offering of the VUCO security token.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act
and Rule 10b-5(a) and (c) Thereunder
(Against all Defendants)

134. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
135. By engaging in the conduct described above, Defendants directly and indirectly,
in connection with the purchase or sale of securities, and by use of the means or instrumentalities
of interstate commerce, or the mails, have, with scienter: (a) employed devices, schemes or
artifices to defraud; and/or (b) engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon any person in connection with the purchase or sale of
any security.
136. By engaging in the foregoing misconduct, Defendants have violated, and unless
enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5].

43
 
SECOND CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act
and Rule 10b-5(b) Thereunder
 (Against Vuuzle U.S., Vuuzle UAE, and Flynn)

137. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
138. By engaging in the conduct described above, Defendants Vuuzle U.S., Vuuzle
UAE, and Flynn directly and indirectly, in connection with the purchase or sale of securities, and
by use of the means or instrumentalities of interstate commerce, or the mails, have, with scienter
made untrue statements of material facts or omitted to state material facts necessary in order to
make the statements made, in light of the circumstances they were made, not misleading.
139. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn
have violated, and unless enjoined will continue to violate, Section 10(b) of the Exchange Act
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5]

THIRD CLAIM FOR RELIEF
Violation of Section 17(a)(1) and (3) of the Securities Act
 (Against all Defendants)

140. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
141. By engaging in the conduct described above, Defendants directly and indirectly,
in the offer or sale of a security by the use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, have, with scienter: (a) employed
a device, scheme, or artifice to defraud; or (b) engaged in a transaction, practice, or course of
business which operates or would operate as a fraud or deceit upon a purchaser.

44
 
142. By engaging in the foregoing misconduct, Defendants have violated, and unless
enjoined will continue to violate, Section 17(a)(1) and (3) of the Securities Act [15 U.S.C. §
77q(a)(1) and (3)].
FOURTH CLAIM FOR RELIEF
Violation of Section 17(a)(2) of the Securities Act
 (Against Vuuzle U.S., Vuuzle UAE, and Flynn)

143. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
144. By engaging in the conduct described above, Vuuzle U.S., Vuuzle UAE, and
Flynn, directly and indirectly, in the offer or sale of a security by the use of the means or
instruments of transportation or communication in interstate commerce or by use of the mails,
have, with scienter obtained money or property by means of any untrue statement of a material
fact or any omission of a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.
145. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn
have violated, and unless enjoined will continue to violate, Section 17(a)(2) of the Securities Act
[15 U.S.C. § 77q(a)(2)].
FIFTH CLAIM FOR RELIEF
Violation of Sections 5(a) and 5(c) of the Securities Act
(Against Vuuzle U.S., Vuuzle UAE, and Flynn)

146. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
147. The U.S. securities laws require that companies disclose certain information
through the registration with the SEC of the offer or sale of securities.

45
 
148. By engaging in the conduct described above, Defendants Vuuzle U.S., Vuuzle
UAE, and Flynn offered and sold securities without a registration statement in effect and without
an exemption from the registration requirement.
149. Defendants Vuuzle U.S., Vuuzle UAE, and Flynn directly and/or indirectly
offered and sold securities without a registration statement in effect, engaged in steps necessary
to the public distribution of unregistered securities, and was a necessary participant in the
offering of unregistered securities
150. By engaging in conduct alleged above, Defendants Vuuzle U.S., Vuuzle UAE,
and Flynn, each violated Section 5(a) of the Securities Act, which states that unless a registration
statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly, to
make use of any means or instruments of transportation or communication in interstate
commerce or of the mails to sell such security through the use or medium of any prospectus or
otherwise; or to carry or cause to be carried through the mails or in interstate commerce, by any
means or instruments of transportation, any such security for the purpose of sale or for delivery
after sale.
151. Also as a result of the conduct described above, Defendants Vuuzle U.S., Vuuzle
UAE, and Flynn, each violated Section 5(c) of the Securities Act, which states that it shall be
unlawful for any person, directly or indirectly, to make use of any means or instruments of
transportation or communication in interstate commerce or of the mails to offer to sell or offer to
buy through the use or medium of any prospectus or otherwise any security, unless a registration
statement has been filed as to such security.

46
 
152. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn
have violated, and unless enjoined will continue to violate, Sections 5(a) and 5(c) of the
Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 5(a) and 5(c) of the Securities Act
(Against Marchitto)

153. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
154. By engaging in the conduct alleged above, Defendant Marchitto knowingly or
recklessly provided substantial assistance to Defendants Vuuzle U.S., Vuuzle UAE, and Flynn,
who, each violated Section 5(a) of the Securities Act, which states that unless a registration
statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly, to
make use of any means or instruments of transportation or communication in interstate
commerce or of the mails to sell such security through the use or medium of any prospectus or
otherwise; or to carry or cause to be carried through the mails or in interstate commerce, by any
means or instruments of transportation, any such security for the purpose of sale or for delivery
after sale.
155. By engaging in the conduct alleged above, Defendant Marchitto knowingly or
recklessly provided substantial assistance to Defendants Vuuzle U.S., Vuuzle UAE, and Flynn,
in their violations of Section 5(c) of the Securities Act, which states that it shall be unlawful for
any person, directly or indirectly, to make use of any means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or offer to buy through the
use or medium of any prospectus or otherwise any security, unless a registration statement has
been filed as to such security.

47
 
SEVENTH CLAIM FOR RELIEF
Violation of Section 15(a)(1) of the Exchange Act
(Against Flynn)

156. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.
157. By engaging in the in conduct alleged above, Defendant Flynn, by the use of
means or instrumentalities of interstate commerce or of the mails, has engaged in the business of
effectuating transactions in, or inducing or attempting to induce the purchase or sale of securities
as a “broker.”
158. Flynn solicited investors, promoted the merits of a Vuuzle investment, facilitated
and negotiated the transactions, supervised and controlled a securities sales force, handled
customer funds, drafted offering documents, and was paid in commissions.
159. During the relevant time period, Defendant Flynn was not registered with the
Commission as a broker-dealer or a person associated with a broker-dealer registered with the
Commission.  Nor did any exemption from the broker-dealer registration requirements exist with
respect to the securities and transactions described in this Complaint.
160. By engaging in the foregoing misconduct, Flynn has violated, and unless enjoined
will continue to violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].
EIGHTH CLAIM FOR RELIEF
Unjust Enrichment
(Against Relief Defendant Vumu Music LLC)

161. The Commission realleges and incorporates by reference the allegations in
paragraphs 1 through 133, as if they were fully set forth herein.

48
 
162. As described above, Relief Defendant Vumu Music received investor funds and
assets that were the proceeds, or are traceable to the proceeds, of Defendants’ unlawful activities.
Relief Defendant has no legitimate claims to those proceeds.
163. Relief Defendant obtained the funds and assets as part of and in furtherance of the
securities violations alleged in paragraphs 1 through 133 above and under circumstances in
which it is not just, equitable, or conscionable for it to retain the funds and assets.  As a
consequence, Relief Defendant was unjustly enriched.
PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court grant the following
relief:
(a) Enter a Final Judgment finding that all Defendants violated the securities laws and
rules promulgated thereunder as alleged against them herein;
(b) Enter an Order permanently restraining and enjoining Defendants from
committing future violations of the securities laws and rules promulgated thereunder;
(c) Enter an Order requiring all Defendants and Relief Defendant to disgorge all ill-
gotten gains, including prejudgment interest, resulting from the violations alleged herein;
(d) Enter an Order requiring all 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)]; and
(e) Award such other and further relief as this Court may deem just and appropriate.

49
 
JURY DEMAND
 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case by tried to a jury.
Dated:  February 17, 2022        Respectfully submitted,

/s/ Devon Staren
Devon Staren
Daniel J. Maher
Attorneys for Plaintiff
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
(202) 551-5346 (Staren)
[email protected]
(202) 551-4737 (Maher)
[email protected]

Of Counsel:

Drew Isler Grossman
U.S. Securities and Exchange Commission
100 F. Street N.E.
Washington DC 20549

50
 
DESIGNATION OF AGENT FOR SERVICE UNDER LOCAL CIVIL RULE 101.1(f)

In accordance with Local Civil Rule 101.1(f), the undersigned hereby makes the
following designation for the receipt of service of all notices or papers in this action at the
following address:
 United States Attorney's Office
 District of New Jersey
 Attention:  J. Andrew Ruymann
 Assistant U.S. Attorney
 402 East State Street, Room 430
            Trenton,            NJ            08608.

Dated: February 17, 2022
                                                                        Respectfully            submitted,

/s/ Devon Staren
Devon Staren
Daniel J. Maher
Attorneys for Plaintiff
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
(202) 551-5346 (Staren)
[email protected]
(202) 551-4737 (Maher)
[email protected]

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

NEWARK DIVISION 
 

U.S. SECURITIES AND EXCHANGE 
COMMISSION, 

  Plaintiff, 

 vs. 

VUUZLE MEDIA CORP., VUUZLE 
MEDIA CORP. LIMITED, 
RONALD SHANE FLYNN, and 
RICHARD MARCHITTO, 
 

Defendants, 

-and- 

VUMU MUSIC LLC, 

Relief Defendant. 

 
 
 
 
 
 
 
 

Civil Action No. 2:21-cv-1226 (KSH) 
(CLW) 
 
JURY TRIAL DEMANDED 
 

 
AMENDED COMPLAINT 

 Plaintiff United States Securities and Exchange Commission (“SEC” or the 

“Commission”) alleges as follows against the following Defendants and Relief Defendant, whose 

names and last known addresses are set forth below: 

a. Defendant Vuuzle Media Corp. – 42 Broadway, Suite 12-117, New York, NY, 
10004; 

 
b. Defendant Vuuzle Media Corp. Limited – Ras Al Khaimah International 

Corporate Centre (“RAK ICC”), United Arab Emirates; 
 

c. Defendant Ronald Shane Flynn – Dubai, United Arab Emirates (UAE); 
 

 d. Defendant Richard Marchitto – Rockaway, NJ; and 
 

e. Relief Defendant Vumu Music LLC – 42 Broadway, Suite 12-117, New York, 
NY, 10004. 

 
 

Case 2:21-cv-01226-KSH-CLW   Document 86   Filed 02/17/22   Page 1 of 50 PageID: 2858



2 
 

SUMMARY 

1. The Commission brings this action to halt an ongoing offering fraud perpetrated 

by Defendants Ronald Shane Flynn (“Flynn”), Vuuzle Media Corp. (together with its 

predecessor entities, hereinafter referred to as “Vuuzle U.S.”), Vuuzle Media Corp. Limited 

(hereinafter, referred to as “Vuuzle UAE”), and Richard Marchitto (“Marchitto”).  Vuuzle U.S. 

and Vuuzle UAE, together with other entities created and controlled by Flynn, collectively 

operate under the business name “Vuuzle.” 

2. From approximately September 2016 to the present, Defendants Flynn, Vuuzle 

U.S., Vuuzle UAE, and Marchitto engaged in a scheme to defraud investors, primarily located in 

the United States, through the offer and sale of more than $22.8 million of securities in Vuuzle 

U.S. and Vuuzle UAE.  Some of the securities offered by Flynn and Vuuzle UAE are being 

offered in the form of a digital asset called a “VUCO security token.”   

3. In violation of the securities laws, Defendants secretly diverted more than $5.9 

million of the offering proceeds to support Flynn’s aggressive fund-raising operations, which 

included paying commissions to stock promoters.  Flynn and Marchitto misappropriated another 

more than $10.3 million in direct transfers to their personal bank accounts, cash withdrawals, and 

by using corporate credit and debit cards for personal items, such as mortgage payments, dating 

and gambling applications, gold bars, and luxury travel.  The remainder appears to have been 

used for other expenses in furtherance of the fraud, including, but not limited to, payments to a 

limited number of investors, FedEx charges, rent for a New York City office, and attorney fees. 

4. To raise funds, Defendants, through email and phone communications, websites, 

and press releases, have falsely represented to investors that Vuuzle was and is a successful, and 

growing multinational company in the business of providing online live streaming and 

entertainment services.  To reinforce the false impression that Vuuzle has a significant U.S. 

Case 2:21-cv-01226-KSH-CLW   Document 86   Filed 02/17/22   Page 2 of 50 PageID: 2859



3 
 

presence, Marchitto maintains a New York City address for Vuuzle and operates Vuuzle’s U.S. 

bank accounts, which he has used to receive and transfer the overwhelming majority of investor 

funds.  

5.  In fact, Vuuzle is little more than a front for a Philippines-based boiler room 

controlled by Flynn.  Operating overseas, Flynn, directly and through purported Vuuzle U.S. and 

Vuuzle UAE employees acting at his direction, engages in aggressive and high-pressure sales 

campaigns.  Among other tactics, Flynn and his employees cold-call potential investors and, 

through relentless and deceptive phone and email communications, convince them to buy Vuuzle 

securities.  In return for bringing in Vuuzle investor funds, Defendants paid substantial 

undisclosed commissions to Flynn and his boiler room staff. 

6. Until approximately June 2021, the securities offered were common stock in 

Vuuzle U.S. and/or Vuuzle UAE.  The price per share was initially $5.00, which was later 

increased to $5.50.  Many investors were also granted warrants that provided the investor the 

purported right to purchase additional shares for a limited time at a discounted price that ranged 

from $1 to $2.50 a share.  None of these securities are or were registered with the Commission. 

7. Since June 2021, Flynn and Vuuzle, have shifted from offering and selling Vuuzle 

stock to offering and selling a digital asset security offered by Vuuzle UAE, called a “VUCO 

security token.”  Since that time, Flynn and Vuuzle UAE also began contacting existing investors 

to urge them to convert their stock into VUCO security tokens on a 1-for-1 basis.  None of these 

VUCO security tokens are or were registered with the Commission. 

8. Flynn, Vuuzle U.S., and Vuuzle UAE made numerous materially false and 

misleading statements in their communications with investors, websites, press releases, filings 

with the Commission, and in offering documents, including Vuuzle U.S.’s Private Placement 

Case 2:21-cv-01226-KSH-CLW   Document 86   Filed 02/17/22   Page 3 of 50 PageID: 2860



4 
 

Memoranda (“PPMs”).  For instance, Flynn, Vuuzle U.S., and Vuuzle UAE have told and are 

presently telling investors that their funds were and will be used to operate and build an online 

streaming and entertainment business, which purportedly would earn millions of dollars in 

revenue from service fees and advertising.  In fact, of the $22.8 million in Vuuzle investor funds 

raised only approximately $3.6 million was used to build and support Vuuzle’s various products, 

including several mobile phone applications, other technologies, and a purported film studio.  

With the limited funds directed to their creation, these purported products have served no 

purpose other than as props used to raise more investor funds.   

9. Flynn and Vuuzle U.S. also falsely represented Vuuzle as a pre-initial public 

offering (“IPO”) investment opportunity that would provide returns to investors in the form of 

dividends and skyrocketing post-IPO stock values. Yet, Vuuzle has never made a profit, never 

paid dividends to any investor, never made a public offering on any stock exchange, and never 

even took the required steps to prepare for an IPO.  From Vuuzle’s inception in September 2016 

through approximately July 2021, Vuuzle’s bank accounts reflect total business revenue of 

approximately $12,504. 

10. Until recently, public filings and offering documents for Vuuzle U.S. falsely 

suggested that Flynn had only a peripheral relationship with the company, if any.  In fact, 

however, Flynn exercises ultimate control over Vuuzle’s business for the primary purpose of 

enriching himself.  Vuuzle U.S., Vuuzle UAE, and Flynn conceal Flynn’s control over Vuuzle 

by falsely representing to investors and the public that Vuuzle is and was operated by a 

legitimate team of independent executive officers overseen by an independent board of directors.  

This is false.  In early 2018, Flynn hired two former executives of a publicly-traded company to 

ostensibly serve as Vuuzle’s Chief Executive Officer (“CEO”) and Chief Operating Officer 

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(“COO”).  Their hiring was all for show.  During their time at Vuuzle, both individuals raised 

serious questions about Flynn’s operation of Vuuzle, and both were gone by November of that 

year.  Vuuzle UAE investment agreements sent to investors in June 2021 now appear 

acknowledge that Flynn “has undertaken responsibility for the management, operation, and 

administration” of Vuuzle UAE and all affiliated entities.  In fact, Flynn has always exercised 

ultimate control over every part of Vuuzle’s business for the primary purpose of enriching 

himself. 

11. By perpetrating this offering fraud, Defendants have violated Section 17(a) of the 

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

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 

240.10b-5] thereunder.  By failing to register the offerings of Vuuzle securities, Vuuzle U.S., 

Vuuzle UAE, and Flynn also have violated Section 5 of the Securities Act [15 U.S.C. § 77e].  

And Marchitto has aided and abetted the Section 5 violations.  And, by acting as a broker in 

selling Vuuzle securities without being registered as, or associated with, a registered broker-

dealer, Flynn has violated Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].  Unless 

restrained and enjoined, Defendants will continue to violate these provisions and are likely to 

engage in future violations of the federal securities laws. 

12. Because of the Defendants’ unlawful conduct, the Commission respectfully 

requests that the Court: (i) permanently enjoin each Defendant from further violations of the 

foregoing securities laws, (ii) order each Defendant and Relief Defendant to disgorge the 

unlawful profits from their violations with prejudgment interest, (iii) impose civil money 

penalties on each Defendant, and (iv) impose such other and further relief as the Court may deem 

just and appropriate. 

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JURISDICTION AND VENUE 

13. The 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].  

Defendants, directly or indirectly, singly or in concert with others, made use of the means or 

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

connection with the acts, transactions, and practices alleged in this Complaint. 

14. Venue is proper in this district under Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa] because, among 

other things, Defendant Marchitto resides in this district, and Defendants Vuuzle U.S., Vuuzle 

UAE, and Flynn have targeted, communicated with, and raised money from investors that reside 

in this district. 

DEFENDANTS 

15. Ronald Shane Flynn (a/k/a Ronnie Shane), age 57, is a United States citizen, 

and is believed to reside in the UAE.  Flynn controls Vuuzle U.S., Vuuzle UAE, and a collection 

of affiliated entities that he has used to operate “Vuuzle” (collectively, “Flynn-controlled 

entities”).  Flynn exercises ultimate control over all aspects of Vuuzle’s business, including its 

operations, online presence, communications with investors, and finances.  Flynn has used these 

entities to facilitate the offering fraud without regard to corporate formality, through a core group 

of purported company executives, officers, and employees, who, in reality, work directly for 

Flynn.  Individually and through these entities, Flynn controls bank accounts located in the UAE 

and the Philippines, which he has used and continues to use to receive and transfer Vuuzle 

investor funds.  While Flynn currently holds no official title at Vuuzle, he represents himself to 

be Vuuzle’s founder and majority shareholder.   

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16. Flynn has been subject to at least two state cease-and-desist orders in connection 

with his prior solicitations of investors: one dated October 4, 2000 by the Ohio Division of 

Securities; and a second dated September 22, 2016 by the State of California Department of 

Business Oversight.  Flynn was a registered representative of a registered broker-dealer from 

November 1988 to March 1989, but he is not currently registered with the Commission in any 

capacity. 

17. Vuuzle Media Corp. (“Vuuzle U.S.”) is a Delaware corporation formed on 

August 22, 2017 and the issuer of securities offered and sold to investors from September 2016 

through at least January 2021.  Vuuzle U.S. has previously operated under the names Boink Live 

Streaming Corp., incorporated on August 22, 2017 and Boink Live Streaming LLC, incorporated 

on September 16, 2016.  Until October 26, 2018, when the entity’s name was officially changed 

to Vuuzle Media Corp., company documents referred to the entity interchangeably as Boink Live 

Streaming, Boink Live Streaming Corp., Boink Live Streaming LLC, and sometimes even “Bonk 

Live,” which was the name of Vuuzle’s first purported product.  For instance, the bank account 

used to receive Vuuzle investor funds was initially in the name of the Boink LLC.  Yet, 

documents filed with the Delaware Secretary of State on October 25, 2018 purport to reflect that 

it was Boink Live Streaming Corp. that changed its name to Vuuzle Media Corp.  Vuuzle U.S., 

like these other Flynn-controlled entities, is and was controlled by Flynn at all times during the 

relevant period. 

18. Vuuzle U.S. has claimed at various times to have offices around the world, 

including in New York City, Las Vegas, and Scottsdale, as well as the Philippines, UAE, and 

United Kingdom – offices that also house other Flynn-controlled entities.  Between October 

2016 and June 2021, Vuuzle U.S. maintained at least two banks accounts – located at JP Morgan 

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Chase Bank N.A. (“Chase”) and Bank of America N.A. – which were used to receive and 

transfer nearly $15.5 million in Vuuzle investor funds. 

19. Vuuzle U.S. is the issuer of the shares offered and sold from September 2016 

through approximately January 2021.  Vuuzle U.S. has never registered any of its securities with 

the Commission.  Vuuzle U.S. filed a Form D Notice of Exempt Offering of Securities on 

September 26, 2017 (in the name Boink Live Streaming Corp.), and an amendment on February 

15, 2019 (in the name Vuuzle Media Corp.), claiming an exemption from registration under 

Securities Act Rule 506(b).   

20. Vuuzle Media Corp Limited (“Vuuzle UAE”) is a UAE entity formed on 

December 7, 2020 under the auspices of a RAK ICC, a corporate registry operating in Ras Al 

Khaimah.  Vuuzle UAE appears to operate and communicate through the same employees and 

executives as Vuuzle U.S., including the same President, Treasurer, and Board of Directors.  

Vuuzle UAE, like the other Flynn-controlled entities, is and was controlled by Flynn at all times 

during the relevant period.  Vuuzle UAE is the issuer whose shares purportedly replaced investor 

shares in Vuuzle U.S.  Vuuzle UAE is also the entity purportedly offering the VUCO security 

token to investors.  Vuuzle UAE has never registered any of its securities with the Commission. 

21. Richard Marchitto, age 73, is a retired dentist residing in Rockaway, New 

Jersey.  Marchitto has participated in the Vuuzle scheme from the beginning and has held various 

titles with Vuuzle.  For instance, in Vuuzle’s 2017 PPM, Marchitto was described as responsible 

for “Accounting/Banking,” and on Vuuzle’s 2019 Form D amendment filed with the 

Commission, Marchitto was identified as a board “director.”  In communications with third 

parties, Flynn and Marchitto refer to each other as business “partners.”  

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22.  Marchitto established the original Vuuzle U.S. entity (Boink Live Streaming 

LLC) on September 28, 2016 and served as its initial member, as well facilitated the 

incorporation of another Vuuzle U.S. predecessor (Boink Live Streaming Corp.).  Marchitto also 

opened and controlled, as the sole signatory, the U.S. bank accounts that received more than 

$16.1 million in Vuuzle investor funds.  These accounts include: a) a Chase bank account in the 

name of another Flynn-controlled entity, called E Diamond Trade LLC; b) two Chase bank 

accounts maintained by Vuuzle U.S.; and c) an account at TD Bank, N.A. held in the name of 

Vumu Music LLC.  Marchitto was responsible for monitoring these accounts, notifying Flynn 

and his boiler room staff when Vuuzle investor deposits came in, and coordinating with Flynn on 

how to disburse the funds to support Flynn’s boiler room operations and for Flynn’s and his own 

personal living expenses.  In addition, Marchitto opened credit card accounts in the names of his 

former dental practice, Boink Live Streaming, and Vuuzle U.S., which Flynn used for his 

personal expenses, and then paid those credit card bills with investor funds.  Marchitto has never 

been registered with the Commission in any capacity. 

RELIEF DEFENDANT 

23. Vumu Music LLC, is a Delaware Limited Liability Company formed on August 

1, 2019.  Vumu shares with Vuuzle U.S. an address in New York City.  On May 3, 2021, 

Marchitto opened a bank account at TD Bank, N.A. in the name of Vumu, and he is using this 

bank account to receive and disburse Vuuzle investor funds.  Marchitto is the sole signatory on 

this account. 

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FACTS 
 

I. VUUZLE’S PURPORTED BUSINESS 
 

24. Defendants convince investors to buy Vuuzle securities by presenting Vuuzle as a 

legitimate, successful, and growing technology company that provides online live streaming and 

entertainment services.  Investors are inundated with communications drafted and sent by Flynn, 

directly and through employees of Vuuzle U.S. and Vuuzle UAE, describing in hyperbole 

Vuuzle, its technology, its products, and its projected revenues.  Among the various technologies 

Vuuzle has claimed involvement with – at varying times – are online live streaming, online 

gaming, online movies and television, online music, artificial intelligence, 3D technologies, and, 

most recently, a film studio.  Yet, these products were never intended to earn revenue for Vuuzle 

or its investors.  Instead, they were designed with minimum functionality so they could be used 

by Flynn, Vuuzle U.S., and Vuuzle UAE as props to bring in Vuuzle’s true source of funds:  

investor victims. 

A. The Live Streaming App 

25. Among the first technologies hyped by Flynn and Vuuzle U.S., beginning around 

September 2016, was a mobile phone application called “Bonk.live” (also sometimes referred to 

as “Bonk.be.live” and/or “Vuuzle.live”).  Flynn and Vuuzle U.S. told investors that the Bonk.live 

app would provide a platform for performers who wanted to livestream their talent to an online 

audience.  Flynn and Vuuzle U.S., provided investors with revenue projections showing millions 

and, in some instances, even billions of dollars in expected company earnings.  For example, in a 

September 11, 2016 email to investors and potential investors, Flynn claimed that “BONK LIVE 

HAS 6 UNIQUE INCOME STREAMS” and depicted math formulas purportedly predicting 

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potential revenues from each income stream ranging from $50,457,600 per year to more than $21 

billion per year. 

26. On October 30, 2016, Flynn sent an another email to investors attaching a “press 

announcement” in which he described Bonk.live as “the newest streaming super app in the 

world” which was “nothing less than genius as it allows digital publishers, advertisers, and the 

live social streamers to make enormous money.”  In this press announcement, Flynn claimed that 

the “advertising carousel” on Bonk.live “will earn the company more th[a]n 50 million United 

States Dollars per year” and that advertising during an influencer’s live stream could result in 

another “$350,000,000 Million” to “1 billion USD to 3 billion USD Dollars per year.” 

27. Flynn and Vuuzle U.S. told investors that Bonk.live users would be able to 

purchase virtual gift packages that they could send to live streamers they liked.  In that same 

October 30, 2016 announcement, Flynn told investors that “Bonk potential earnings with only 

100 million users buying one package of $128.95 per year is more than 12 billion [dollars] per 

year.”  Performers that received enough virtual gifts were supposed to be able to cash out the 

value of those gifts through debit cards.  Indeed, Flynn sent investors photos of what appeared to 

be Bonk-branded debit cards.  Yet, Vuuzle never actually created or distributed any such cards.  

28. Despite these promises to investors, Bonk.live never made millions of dollars, or 

really any money at all.  Using outside vendors to build the platform, Flynn and Marchitto 

directed just enough money to create an application that could be downloaded on a mobile 

device.  Flynn then used the existence of the app as proof of Vuuzle’s legitimacy, by, for 

example, sending investors images of the Bonk.live application downloaded to his own phone.   

29. Vuuzle U.S.’s revenue projections relied on the assumption that there would be 

millions of Bonk.live users.  In fact, there were not.  For example, from May 25 through 

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November 15, 2018, the average daily number of devices using the Bonk.live app was 371.  

Flynn knew the actual number of users because he received weekly emails containing updated 

charts of Bonk.live user data.  

30. Moreover, Flynn knew that there never could be millions of users.  In an email 

dated September 27, 2018, a Vuuzle adviser told Flynn that his first discussion about the 

Bonk.live application was “terrifying” because he “just found out how weak and undeveloped 

this whole initiative is right now.”  In particular, the adviser emphasized that he had just learned 

that the software could only handle 40,000 users with “a full system crash imminent at 50,000+.”  

Apparently, Flynn already knew the app’s limitations, and responded that: “[t]he question about 

users is not a new question as it was addressed months ago.”  Yet, Flynn and Vuuzle failed to 

disclose this particular limitation when touting the potential millions in revenues to investors. 

31. Flynn and Vuuzle U.S. knew that the mobile application was never going to earn 

millions of dollars for Vuuzle when it could not support even 50,000 users.  In fact, they never 

intended to build a mobile application that could earn millions of dollars for Vuuzle.  Flynn and 

Vuuzle U.S. did not have to, when they could build a mobile application that was just functional 

enough to earn them millions of dollars from investors.   

B. Vuuzle TV 

32. Sometime, in approximately November 2018, without disclosing the failures of 

the online streaming app, Vuuzle began to shift its focus away from the Bonk.live app.  Flynn 

and Vuuzle U.S., directly and through Flynn’s marketing teams, told investors that Vuuzle was 

moving its business toward online streaming of television shows, through a mobile application it 

eventually called “Vuuzle TV.”  Flynn drafted and sent to investors, directly and through Vuuzle 

U.S. employees, multiple emails raving about Vuuzle TV, its capabilities, and its revenue 

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potential.  According to this marketing material, Vuuzle TV was going to offer free as well as 

paid versions of its app and would earn money through subscription fees and advertising.  

Investors were told that online streaming was going to be the next revolution in entertainment 

and that Vuuzle investors would earn “gargantuan return[s].” 

33. For example, on April 13, 2019, Flynn sent an email to investors with an attached 

document titled, “Vuuzle TV’s Ten Million Dollar Investment Is Set To Win OTT subscribers 

while eliminating the competition.”  Flynn encouraged investors to “cash out of those mediocre 

investments and finally make a sizeable investment in Vuuzle Media and get paid for being in 

the right place at the right time with an investment that will win you BIG money!!!!!!!” 

34. In order to bolster its fantastical claims about Vuuzle TV, Flynn and Vuuzle U.S. 

employees began to tell investors in phone calls and by email that Vuuzle had entered into a 

“partnership” with Verizon Media.  As Flynn knew, this was false.  In fact, Vuuzle U.S. had 

entered into nothing more than a customer services agreement pursuant to which Verizon would 

provide video streaming services to Vuuzle, and which expressly provided that no “partnership” 

was created by virtue of the agreement.  In return, Vuuzle U.S. paid Verizon a monthly fee for 

those services.   

35. As with the live streaming app, Vuuzle TV was never intended to earn money for 

Vuuzle and its investors.  Flynn’s statement that “ten million dollar[s]” was invested into 

building Vuuzle TV was false.  Once again, Flynn and Marchitto directed just enough money to 

build a mobile application that users could download and view a limited selection of shows.  

Once the app was available, Flynn, directly and through Vuuzle U.S. employees, sent to 

investors links to the Vuuzle TV site along with images of Vuuzle TV on his phone; thereby, 

using it to raise millions more in investor funds. 

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C. The Purported Film Studio 

36. Sometime around September 2020, Flynn and Vuuzle U.S. announced a new 

business venture for Vuuzle involving the building of a “state of the art” film and television 

studio located in Dubai, UAE.  Using this purported film studio as the latest prop, Flynn, directly 

and through his marketing teams, has been sending investors and potential investors links to 

videos providing a “virtual tour” of the facility, using it as evidence of Vuuzle’s purported 

business success, and attempting to raise more in investor funds.  

D. Investors Have Earned Nothing from Vuuzle’s Purported Business Ventures 

37. Flynn, Vuuzle U.S., and Vuuzle UAE have falsely told investors that Vuuzle 

would use their funds to grow and operate Vuuzle’s business.  Yet, of the more than $22.8 

million invested with Vuuzle, only approximately $3.6 million was used to build and support the 

products – just enough to maintain superficial versions of the products and technologies from 

which Vuuzle was purportedly going to earn revenue.  These products are mere props Flynn, 

Vuuzle U.S., and Vuuzle UAE use to raise investor funds 

38. Contrary to Flynn’s promises of “BIG money,” not one of Vuuzle’s products or 

technologies has resulted in the promised revenues.  From its inception in October 2016 through 

at least July 2021, Vuuzle bank accounts in the U.S. and UAE reflect total business revenue of 

approximately $12,504.  In its entire nearly five years of operation, through all the various 

products Vuuzle U.S., Vuuzle UAE, and Flynn have hyped, Vuuzle has never made a profit.  

II. VUUZLE IS A FRONT FOR FLYNN’S BOILER ROOM 

39. Rather than the legitimate, successful business touted to investors, Vuuzle is 

simply a front for a boiler room, of which the primary purpose is to bring in investor funds to be 

spent by Flynn.  Flynn operates the boiler room primarily out of the Philippines, through at least 

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three overseas entities – WorldCom Online Marketing, Inc.; Bonk Marketing Trade and 

Promotion, Inc.; and iMagically Inc.  Flynn directs employees in marketing teams headed by 

four to six “Investment Representatives” (“IRs”) who are mostly close associates of Flynn or 

members of his family, and report directly to Flynn. 

40. Flynn, together with his IRs and marketing team employees have engaged in 

coordinated and aggressive sales campaigns to convince investors to buy Vuuzle securities.  

These sales campaigns involve repeated, high-pressure sales calls.  Flynn and his marketing 

teams also inundate current and potential investors with emailed marketing materials from 

Vuuzle U.S. and Vuuzle UAE accounts – sometimes several times a day – relating to the 

business of Vuuzle, its products, and the industry as a whole.   

41. Flynn, Vuuzle U.S., and Vuuzle UAE identify potential investors primarily by 

purchasing “lead lists” of purportedly accredited investors from several independent sellers, for 

anywhere from $1,000 to $5,000 per list.  In addition to names and contact information, certain 

lists also included information such as the types of investments the investor was interested in 

and, sometimes, descriptions of the investors themselves.  For instance, one lead list received by 

Flynn on June 5, 2019, included additional, often profane, descriptors next to certain names such 

as “dumbass,” “old,” or “stroke.”    

42. After receiving the lists, Flynn has his marketing teams “wash” them for duplicate 

names from prior lead lists and then direct them to cold-call the remaining entries.  Flynn also 

provided his marketing teams with initial “sales pitch” scripts for them to use in their calls with 

potential investors.   

43. Flynn’s scripts direct his marketing teams to compare Vuuzle to Facebook, 

Twitter, Google, or other high profile tech companies, highlighting – for instance – the billions 

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of dollars made by Facebook shareholders from the Facebook IPO.  However, in at least one 

instance, aware of the misrepresentations typically made to investors, Flynn instead 

recommended that a particular investor be pitched “super clean.”  In a July 19, 2018 email, Flynn 

directed an IR to call an acquaintance of the then-CEO of Vuuzle U.S.  Specifically, Flynn 

instructed the IR to “just pitch clean because he will tell [the CEO] everything and I don’t want 

him to scare [the CEO] into thinking we are selling dirty.”  Notwithstanding Flynn’s efforts, 

Vuuzle U.S.’s CEO resigned a few months after Flynn’s July 2018 email. 

44. Flynn controls nearly every aspect of the sales campaigns.  He directs the sales 

pitches, creates marketing material sent to investors via email, oversees Vuuzle U.S.’s and 

Vuuzle UAE’s online presence, controls the content posted to Vuuzle U.S.’s and Vuuzle UAE’s 

websites, follows up directly with each investor by phone to address any concerns, if necessary, 

and often “closes” the investment deals.   

45. In addition to the IRs and marketing representatives, Flynn retains a staff of 

secretaries, IT support specialists, content writers, and finance employees who report solely to 

him and who help him solicit investor funds.  Each group of employees provides Flynn with 

periodic reports of their “accomplishments.”  These reports make clear that selling Vuuzle 

securities – not building a legitimate business – consumes the overwhelming majority of Flynn’s 

and his employees’ time and energy. 

46. For example, at any given time, Flynn retains anywhere from four to thirteen 

secretaries to contact existing and potential investors (who they referred to as “clients”) and to 

maintain meticulous records of their efforts to procure additional investor funds.  To control the 

messaging to investors, Flynn requires his secretaries to send him written investor 

communications for his approval before they are sent to investors.  In addition, Flynn has 

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arranged for his secretaries to receive trainings in dealing with investors.  As part of these 

trainings, Flynn is provided reports on each secretary’s skills in “pitch[ing] a customer,” 

including evaluations of their English pronunciation and their ability to recite “rebuttals” to 

standard investor concerns. 

47. On a daily basis, each secretary provides Flynn with a report of her 

“accomplishments.”  These reports include detailed information about which investors the 

secretary had contacted, when the communications occurred, what was said, how much the 

investor planned to invest, and what next steps were necessary to close the investment deal.  

Periodically, secretaries also send group reports to Flynn, titled “Incoming Done Deals,” which 

are consolidated lists of investors who had committed funds that Flynn could expect to receive 

shortly. 

48. Similarly, Flynn receives daily reports from his “IT Department.”  These reports 

reflect virtually no activity relating to the production or maintenance of the Bonk.live or Vuuzle 

TV applications, the ostensible focus of Vuuzle’s business.  Instead, his IT employees primarily 

report providing computer and tech support to Flynn and his marketing teams, “washing” lead 

lists, creating Skype and email accounts for new marketing representatives, and double-checking 

investor calls reported by Flynn’s secretaries. 

49. In addition, Flynn receives “Treasury Department” reports, which have nothing to 

do with business revenue or Vuuzle’s books and records.  Instead, these reports detail finance 

employees’ efforts to track investments made into Vuuzle, issuing share certificates and warrant 

agreements, and maintaining the Vuuzle shareholder records. 

50. Marketing team meeting notes similarly reflect the pressure to make investor sales 

within the boiler room.  For instance, in a meeting that took place on May 25, 2019, one IR told 

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his marketing representatives that he needed potential investors to be “fully pitched and not half-

pitched,” and that marketing representatives should “do whatever it takes every day to produce” 

investor sales.  As the IR reminded his marketing team, their focus should always be on the 

money: “[y]ou have good opportunities to make good cash right here and right now if you stay 

focus[ed] and do what needs to be done every day.” 

51. As compensation for recruiting investors, Defendants pay commissions to Flynn, 

his IRs, and other boiler room staff based upon their respective roles.  To receive payment, an IR 

submits a request or invoice to Flynn.  Flynn and Marchitto coordinate to direct funds into the 

account of an overseas Flynn-controlled entity.  Then Flynn directs the payments out.  No one 

gets paid without Flynn’s approval.  

52. Accordingly, detailed spreadsheets were emailed to Flynn by his IRs, which 

calculated each investor’s “done deal” investment amount, the initials of the boiler room staff 

person credited with “opening” and/or “closing” the deal, and the percentage commission earned.  

According to these charts, Flynn and his IRs received commissions from 8% to 15% of investor 

funds, while lower level marketing reps were paid commissions of up to 2.5% of investor funds.   

III. MARCHITTO AND FLYNN COORDINATED TO CREATE THE FALSE 
IMPRESSION THAT VUUZLE HAS A SUBSTANTIAL U.S. PRESENCE  
 
53. Although the primary business of Vuuzle – the boiler room – operates overseas, 

the vast majority of Vuuzle investors are U.S. individuals.  Therefore, maintaining the false 

impression that Vuuzle has a substantial U.S. presence has been critical to getting U.S. investors 

comfortable investing.  While Flynn remains overseas, travelling between the Philippines, the 

UAE, and elsewhere, he coordinates with and relies on Marchitto to maintain this illusion.  

Marchitto did so by facilitating the creation of Vuuzle’s predecessor entities in the U.S. and 

maintaining a New York City office space that was represented in offering documents to be 

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Vuuzle’s headquarters.  Marchitto also opened and operated a series of bank accounts located at 

three different U.S. financial institutions into which investors were directed to send their funds.   

54. Marchitto and Flynn have been business partners for years in what now appears to 

be a repeating pattern, wherein Flynn sells securities, and Marchitto collects the investor funds 

and provides the U.S. presence.  For instance, bank records reflect that, on April 13, 2015, 

Marchitto opened and maintained, as sole signatory, a Chase bank account in a now-defunct 

Flynn-controlled entity called E Diamond Trade LLC.  Over the following year, Marchitto used 

that account to receive and transfer funds clearly marked as investments by E Diamond 

investors.   

55. When Flynn began sell Vuuzle U.S. securities – before even the first Vuuzle 

entity was formally established – Marchitto used the E Diamond bank account to receive Vuuzle 

investor funds.  From at least September 9, 2016 through approximately November 23, 2016, 

Marchitto received and transferred approximately $176,000 in Vuuzle investor funds into this 

account via both wire-transfers and checks that were clearly marked for investment in Vuuzle.   

56. On September 16, 2016, Marchitto organized Vuuzle U.S.’s first predecessor 

entity, Boink Live Streaming LLC (“Boink LLC”), in Delaware, using his home address in 

Rockaway, New Jersey, as the entity’s corporate address.  On September 23, 2016, Marchitto 

successfully obtained a tax identification number for Boink LLC from the Internal Revenue 

Service.  And, on September 28, 2016, Marchitto was designated the “Initial Member” of Boink 

LLC.  Later, Marchitto facilitated the incorporation of Boink Live Streaming Corp. (“Boink 

Corp.”) by writing a letter to the Delaware Secretary of State, Division of Corporations, wherein 

he identified himself as the “organizer of ‘Boink Live Streaming LLC’” and expressly authorized 

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the incorporation of Boink Corp.  Flynn used both of these entities interchangeably to raise 

investor funds. 

57. On October 11, 2016, Marchitto opened a bank account for Vuuzle U.S. at Chase 

bank.  The account was initially opened in the name of Boink LLC and later changed to Vuuzle 

Media Corp.  From October 2016, through approximately May 2020, this was Vuuzle’s primary 

U.S. bank account.  Flynn and Vuuzle U.S. directed to this account approximately $13.7 million 

in investor funds.  Although account records listed Marchitto as the sole signatory at all times, 

Marchitto gave Flynn electronic access to the account.  Marchitto also arranged for the bank to 

send wire transfer confirmations directly to Flynn’s email address. 

58. On approximately May 26 2020, Vuuzle U.S.’s Chase bank account was the 

subject of a seizure warrant executed by the Federal Bureau of Investigation (“FBI”).  At the 

time of the seizure, the account held a total of $3,357.12.  Shortly thereafter, Vuuzle and Flynn 

stopped directing investors to send their funds to that account.  The Chase bank account was 

eventually closed in September 2020 with a balance of $0. 

59. After the FBI seizure of the Chase bank account, Defendants operated without a 

U.S. bank account for a short time, during which U.S. investors were directed to send funds to 

Flynn-controlled bank accounts in the UAE and the Philippines, including accounts held by 

Bonk Marketing Trade and Promotion, Inc. and iMagically LLC, through which Flynn operated 

his boiler room. 

60. However, on information and belief, Defendants quickly realized that many 

investors were not comfortable sending their funds overseas.  Therefore, on July 9, 2020, 

Marchitto opened another U.S. bank account for Vuuzle U.S. – this time at Bank of America 

N.A. – and, again, designated himself as the sole signatory.  Almost immediately, Flynn and 

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Vuuzle began directing Vuuzle investors to send their funds to the new Bank of America 

account.  Between July 9, 2020 and approximately May 3, 2021, this was Vuuzle’s primary U.S. 

bank account, and it was used to receive and transfer more than $1.7 million in Vuuzle investor 

funds.  On June 8, 2021, this account was shut down by Bank of America. 

61. On approximately May 3, 2021, having been notified that Bank of America 

intended to close the accounts, Marchitto opened a new bank account at TD Bank and, again, 

designated himself as the sole signatory.  The owner of the account is ostensibly, Vumu Music 

LLC, but deposits to the account are Vuuzle investor funds.  In fact, Flynn and Vuuzle UAE are 

currently distributing a “Confidential STO (Security Tokens) Memorandum” to investors that 

directs investors to deposit their funds to the TD Bank account.  Bank records reflect that from 

May 3, 2021 to at least July 15, 2021, the TD Bank account has received more than $500,000 in 

investor funds. 

62. From Vuuzle’s inception, Marchitto’s primary responsibility was to monitor the 

U.S. bank accounts and communicate on a regular basis with Flynn, Flynn’s secretaries, and 

other boiler room staff to keep them informed as to when a given investor’s funds have been 

deposited, the investment amount, and when funds will be available for disbursement.  Investor 

deposits were readily identifiable as they are made in form wire transfers or checks, primarily 

from individuals or retirement accounts, in large, round dollar increments.  In many instances, 

investors clearly mark the wire or check as being for the purchase of Vuuzle securities.  When 

investor funds are deposited, Flynn and Marchitto coordinate to determine where the money 

should go and it is quickly transferred out.   

63. Thus, Marchitto knew the accounts were funded almost exclusively by Vuuzle 

investors.  In fact, Marchitto received a warning from an investor that the primary source of 

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Vuuzle’s funds came from investors.  Specifically, on July 31, 2017, an investor contacted 

Marchitto about his investment, noting that he had received inconsistent information from 

Vuuzle about dividends and revenues.  That investor explicitly warned Marchitto to “[j]ust be 

aware and make your own decisions consistent with fact.”  On September 4, 2017, that same 

investor emailed Marchitto again, this time with a series of questions, noting that “[i]t seems that 

the primary income …was from the sale of stock.”  Marchitto responded by saying “I have no 

knowledge to answer[] the questions u presented.”  Yet, at that time, Marchitto was actively 

monitoring Vuuzle’s primary bank account, for the express purpose of identifying investor 

deposits and notifying Flynn and his boiler room staff. 

64. In addition to handling Vuuzle’s U.S. bank accounts, Marchitto also facilitated the 

process of obtaining and maintaining a New York City address for Vuuzle at 42 Broadway– the 

same building where Marchitto’s former dental practice was located.  Flynn, Vuuzle U.S., and 

Vuuzle UAE direct investors to send mail to this New York address – including subscription 

documentation and investment checks – where Marchitto picks them up, forwards relevant 

communications on to Flynn and his boiler room staff, and deposits any investor checks into 

Vuuzle’s U.S. bank account.  Flynn and Vuuzle have used this address on Vuuzle U.S. PPMs, 

Vuuzle U.S. Forms D, and in Vuuzle U.S. and Vuuzle UAE email communications with 

investors, all to create the false impression that Vuuzle’s headquarters are in New York City.  In 

fact, the New York City address houses no Vuuzle operations, has no employees (other than 

Marchitto), and serves no function except to assure investors that Vuuzle is a legitimate U.S.-

based company.   

 

 

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IV. DEFENDANTS HAVE HARVESTED MILLIONS FROM VUUZLE INVESTORS 

65. As a result of Defendants’ misconduct, millions of dollars have been raised from 

Vuuzle investors.  Bank records reflect that from, approximately September 2016 through at 

least July 2021, at least 165 investors deposited more than $22.8 million into accounts in the U.S. 

and UAE held by Vuuzle U.S. and at least five other Flynn-controlled entities. These deposits 

were made primarily in the form of wires, electronic transfers, and checks.  The majority of these 

investors are located throughout the United States, including in New Jersey. 

66. The majority – or approximately $16.1 million – of these Vuuzle investor funds 

were deposited to one of four U.S. bank accounts controlled by Marchitto in the names of E 

Diamond Trade LLC, Vuuzle U.S., and Vumu Music LLC.  Another approximately $183,300 

was invested via credit card payments to third-party entities that did business with Flynn.  

Investor funds did not typically remain in U.S. accounts for long, and were usually transferred 

out within a week.  While, each month, these accounts have received hundreds of thousands of 

dollars in investor deposits, by each month-end, the accounts usually held less than $10,000. 

67. The other approximately $6.5 million in Vuuzle investor funds were deposited 

directly to three Flynn-controlled accounts in the UAE held in names of Vuuzle Media Fze LLC 

and Vuuzle Media Entertainment. 

V. DEFENDANTS HAVE MISUSED AND ARE CONTINUING TO MISUSE 
VUUZLE INVESTOR FUNDS 

68. Flynn falsely represent to investors, directly and through Vuuzle U.S. and Vuuzle 

UAE communications, that Vuuzle is a legitimate business and that investor funds would be used 

to grow and operate the company.  For example, a 2017 PPM that was provided to investors 

describes the use of investor proceeds as follows: 

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69. In this chart and other similar statements, Flynn and Vuuzle U.S. represented that 

Vuuzle would use more than 99% of investor funds for building, marketing, and selling Vuuzle’s 

online products.  They also claimed that only 0.5% of investor funds would be used in 

connection with offering securities.  Flynn reinforced this understanding in direct 

communications with investors.  For instance, in an email dated April 20, 2020, Flynn told an 

investor that “the corporation is using its funds to grow the platform.” 

70. Vuuzle U.S. made similarly false statements in two Forms D it filed with the 

Commission in 2017 and 2019.   

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71. Both Forms D contained identical responses that specifically represent that 

Vuuzle U.S. had paid $0 in sales commissions and $0 in finders’ fees in connection with the 

offering of Vuuzle U.S. securities.   

72. As Defendants know, these statements are false.  Of the more than $22.8 million 

in Vuuzle offering proceeds, only approximately $3.6 million was ultimately used for the costs 

of building and maintaining Vuuzle’s purported products and technologies.  Together, Flynn and 

Marchitto have diverted a total of more than $16.3 million for their personal use and benefit and 

to support the boiler room operations, including paying commissions to Flynn and others.  The 

remainder was spent on other expenses in furtherance of the fraud.  

A. Flynn and Marchitto diverted more than $10 million of Investor Funds to 
Support Flynn’s Lavish Lifestyle 

 
73. While Flynn presents himself as an internationally successful businessman, his 

only real success over the past five years has been raising investor funds.  Flynn does not appear 

to have any other significant income.  Instead, Flynn lives off of Vuuzle investor funds.  Over the 

past five years – from Vuuzle’s inception – Flynn and Marchitto have diverted from the U.S. and 

UAE bank accounts a total of more than $10.3 million of Vuuzle investor proceeds to support 

Flynn’s life of luxury. 

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74. Of this $10.3 million, more than $5 million was transferred directly from U.S. and 

UAE bank accounts to Flynn’s personal bank accounts in Singapore and the UAE.  Another 

nearly $1.2 million of Vuuzle investor funds were taken by Flynn in cash withdrawals from 

ostensibly business bank accounts of Flynn-controlled entities in the UAE.  Flynn used more 

than $400,000 to pay his personal expenses directly from Vuuzle investor funds.  And, Marchitto 

used investor funds from U.S. bank accounts to pay nearly $3.4 million in expenses Flynn 

incurred using a series of ostensibly corporate American Express credit and cards opened by 

Marchitto in the names of Boink, Vuuzle, and Marchitto’s former dental practice. 

75. The overwhelming majority of these credit card charges were personal, and 

included, for instance, more than $1 million in purchases at jewelry stores in Singapore, Dubai, 

and the Philippines.  Receipts from the Dubai jewelry store reflect that Flynn has been using 

investor funds to purchase several 24 Karat gold bars.  Flynn also racked up more than $500,000 

in credit card charges for his travel and entertainment, including international business class 

flights, luxury hotels, strip clubs, and restaurants.  

76. Marchitto knew, or was reckless in not knowing, that he was using Vuuzle 

investor funds to cover Flynn’s personal expenses.  Marchitto was the one sending Vuuzle 

investor funds to overseas bank accounts in Flynn’s name.  Marchitto was the account holder on 

the credit card accounts and he had direct access to the credit card statements reflecting clearly 

personal expenses.  Yet, Marchitto, nonetheless, diverted Vuuzle investor funds for Flynn’s 

personal use. 

B. Flynn and Marchitto Diverted Hundreds of Thousands Dollars of Investor 
Funds for Marchitto’s personal use 

 
77. In addition to diverting Vuuzle investor funds for Flynn’s use, Marchitto has also 

diverted investor funds for his own personal use.  As a retired dentist, Marchitto does not have a 

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regular stream of income apart from his U.S. government social security checks.  Nonetheless, 

from September 2016 through May 2020, Marchitto regularly transferred thousands of dollars in 

Vuuzle investor funds between Vuuzle’s primary U.S. bank accounts and his own personal and 

business accounts.  Marchitto has made these transfers in the form of cash withdrawals, direct 

transfers to his personal bank accounts, and direct payments of his personal expenses, including 

fees for his personal attorney.  As of May 2020, after nearly $800,000 in transfers back and forth, 

Marchitto appeared to have paid into Vuuzle accounts approximately $111,829.42 more than he 

had taken.   

78. However, since May 2020, Marchitto has received another more than $307,000 in 

Vuuzle investor funds.  These funds include transfers he made to himself out of Vuuzle accounts 

he controls, payments for his personal expenses out of Vuuzle investor funds, and approximately 

$103,000 transferred to him by Flynn from Flynn-controlled accounts in the UAE.  As a result, 

Marchitto has, in total, improperly gained more than $195,000 in Vuuzle investor funds. 

79. Marchitto and Flynn also used a Vuuzle debit card, connected to the Chase bank 

account, to make additional charges of more than $26,000 in investor funds for expenses – such 

as Netflix, and iTunes – that have no discernable business purpose.  Apple receipts sent to Flynn 

and Marchitto confirm the personal nature of the iTunes purchases, the vast majority of which 

were for mobile applications relating to online gambling, dating, and video games.   

C. Vuuzle Paid Undisclosed Commissions to Flynn and Others 
 
80. Defendants diverted another approximately $5.9 million in Vuuzle investor funds 

to sustain the boiler room operations, including payments to lead list providers and undisclosed 

commissions to Flynn and his marketing staff.  Flynn and Marchitto fund the expenses of the 

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boiler room by transferring investor funds from Vuuzle’s bank accounts in the U.S. and UAE to 

accounts held by other Flynn-controlled entities, primarily located in the Philippines. 

81. Knowing that investors were not told of these payments, Flynn has made efforts 

to conceal their nature.  For example, Flynn and Marchitto have transferred a total of more than 

$3.8 million in Vuuzle investor funds to iMagically, a Flynn-controlled entity in the Philippines.  

Flynn attempted to legitimize some of these payments by directing iMagically to send Vuuzle 

invoices for “consulting fees.”  However, these invoices clearly reflect commissions, as they 

contain investor names, along with the amounts invested, and a description of the charges that 

said “40% Fees, Consulting, meetings, phone, time, FedEx, Credit charges & secretarial.”  The 

bottom of each invoice had a note stating “[i]f you have any questions about this invoice please 

contact Ronnie Shane Flynn” and providing Flynn’s phone and email address. 

82. Once the funds arrive in the overseas accounts, Flynn directs them to be disbursed 

to himself and his marketing staff, mostly in the form of commissions.  For example, on April 9, 

2019, Flynn sent his treasury staff an email with the subject line, “10k sent to magically” and a 

message saying, “SENT YOU TEN THOUSAND, GET JOSHUA PAID…”  Similarly, on 

August 24, 2019, Flynn sent his staff an email that stated “I have sent off an additional 5 k that 

can be used for the commission this week coming up.”  “JOSHUA” is a reference to Flynn’s 

adult son, Joshua Flynn, who worked as an IR in Flynn’s boiler room. 

83. In addition to directing Vuuzle investor funds to the entities that Flynn used to 

operate the boiler room, Flynn and Marchitto also made direct payments to lead list providers 

and independent stock promoters.  Emails between Flynn and these stock promoters reflect that 

the payments were commissions based on the amounts invested by their investor recruits. 

 

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VI. OTHER MATERIAL MISREPRESENTATIONS TO INVESTORS 

84. To induce investors to purchase securities, Vuuzle U.S., Vuuzle UAE, and Flynn 

have made additional materially false and misleading statements, including that Vuuzle U.S. 

intended to proceed with an IPO, pay investors dividends, and that Vuuzle U.S. and Vuuzle UAE 

are operated by a team of independent executive officers. 

A. False Promises of an Initial Public Offering 

85. From the beginning, Flynn and Vuuzle U.S. falsely presented Vuuzle (which they 

sometimes called “Bonk Live”) as a pre-IPO investment opportunity.  For example, a December 

15, 2016 email sent to investors and potential investors stated, in part: 

This is your Opportunity to finally win big!  You missed out on 
FACEBOOK, you missed out on TWITTER and GOOGLE, you 
didn’t have an opportunity to be considered for SNAPCHAT.  

Now you have a chance to get involved with the #1 social platform 
for broadcasting, advertising and watching live streaming 
videos…. Facebook founder Mark Zuckerberg earned 19.1 Billion 
United States Dollars after just 30 seconds in the stock market!!!! 

… BONK LIVE is like mixing up FACEBOOK, GOOGLE, 
TWITTER, and SNAPCHAT and injecting it with an overdose of 
steroids! 

86. Another email sent on the same day to many of the same investors and potential 

investors emphasized the supposed urgency of investing immediately, stating: 

The opportunity is now and it won’t last forever, or even a few 
more months.  Investment is secured and once the 250 investors 
required to go public has been reached, Bonk Live will be the next 
big stock people wish they didn’t pass down no matter how much 
money they didn’t have at the time.  Beg, Borrow, Steal or make 
more excuses… 

 
87. Flynn and Vuuzle U.S. employees were even more explicit in phone 

conversations, telling investors and potential investors that they could expect Vuuzle U.S.’s 

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stock price to increase to up to $25 to $30 a share or more after the promised IPO.  However, 

notwithstanding claims that the investment opportunity would not last “a few more months,” 

Vuuzle did not go public.   

88. The inevitable lack of an IPO – Vuuzle was, after all, little more than a boiler 

room front – did not deter Flynn and Vuuzle U.S. from continuing to lure investors with 

promises that an IPO would eventually occur.  For example, on August 19, 2019, Vuuzle U.S. 

sent investors an email stating that “[w]e are very close to making the announcement that the 

company will be going public.”  The email claimed that Vuuzle had hired a “federally regulated 

trust company in Canada” as the company’s transfer agent.  Investors were advised that 

“[e]veryone must talk with Ronnie Flynn who will be gathering information” to provide to the 

transfer agent.   

89. These representations were false and misleading, and Flynn knew it.  As of 

August 2019, Vuuzle U.S. had made no preparations to go public.  The representation that 

Vuuzle had hired a transfer agent was false.  In fact, Flynn sent an email to a former Vuuzle U.S. 

CEO five days later, stating “[w]hen we have a transfer agent, I will inform you. Until then, I am 

still building the company.”  In a later email to the former CEO that same day, Flynn, denied that 

Vuuzle had any plans to go public, adding, “[i]f there was anything to tell you I would … [r]ight 

now the company is negative and owes lots of money.” 

90. In May 2020, Vuuzle U.S. and Flynn sent investors yet another email announcing 

plans for an IPO.  This time, they claimed that a group of Swedish investors had paid $50 million 

to acquire 10% of Vuuzle.  Vuuzle U.S. and Flynn represented that these purported investors 

would form a Swedish corporation, called Vuuzle Media Sweden AB, which would be publicly 

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listed on the Nasdaq Stockholm.  These representations also were false and misleading.  To this 

day, Vuuzle bank accounts in the U.S. and UAE reflect nowhere near $50 million in investments.   

91. Nonetheless, from May through approximately November 2020, Flynn and 

Vuuzle U.S. maintained the story – telling investors that their Vuuzle stock would be converted 

to stock in the Swedish entity, thereby allowing them to participate in the Swedish IPO.  Flynn 

and Vuuzle U.S. even used the purported upcoming Swedish IPO to pressure some investors to 

invest additional funds by exercising their warrant options.  Yet Vuuzle never began the listing 

process to go public in Sweden.  In fact, the Nasdaq Stockholm has certain listing criteria – 

including a documented history of profitability – which Vuuzle could not possibly meet because, 

as Flynn knows, Vuuzle has never made a profit.  Not surprisingly, Vuuzle ultimately abandoned 

the Swedish IPO story.   

92. In around November of 2020, Flynn and Vuuzle U.S. sent investors emails 

announcing that Vuuzle had assigned all of its intellectual property to a new Vuuzle entity – 

Vuuzle UAE.  The assignment agreement attached to the email reflected that Flynn had signed 

on behalf of Vuuzle U.S.  Also attached to this email, was a “nominee agreement,” which 

notified investors – for the first time – that they no longer held shares in Vuuzle U.S., but rather 

their shares were now shares of Vuuzle UAE.  Investors were then asked to sign the nominee 

agreement, which would grant legal title to the investor’s shares to yet another new entity, called 

“New Formula TV Limited.”  Flynn had also signed this agreement on behalf of New Formula 

TV. 

93. For those investors that signed the assignment agreement – and for some investors 

that did not sign the agreement – Vuuzle U.S.’s treasury department emailed new stock 

certificates reflecting that the investors owned shares in Vuuzle UAE.  These stock certificates 

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reflected that they which were held on behalf of the shareholder – not by New Formula TV – but 

by another new entity called “New Formula Chanel.”  Stock certificates were signed by the 

treasurer for Vuuzle U.S. 

B. False Promises of Dividends 

94. To induce individuals to invest, Vuuzle U.S. and Flynn also promised that Vuuzle 

would pay shareholders dividends.   

95. Flynn and Vuuzle U.S. employees however, apparently gave different investors 

and potential investors different information about the dividends.  Some earlier investors were 

told to expect dividend payments within a few months of their investments.  For instance, one 

email Vuuzle U.S. sent to investors and potential investors on December 5, 2016 stated that, 

“[t]he first projected dividend is for the end of February amounting to around $2.50 per share per 

quarter on the low side to $10 per share on the high side,” based on expected revenues of 

$50,000,000 in the first quarter of 2017.   

96. Another investor received an emailed memorandum from the purported 

“CEO/President” of Vuuzle U.S., dated July 26, 2017, which represented in relevant part that 

“[a]s a result of the stream of revenue, the company intends to pay its first quarterly dividend on 

or about Oct. 19, 2017 with additional quarterly dividends on or about every 90 days thereafter 

….” 

97. According to the July 26, 2017 memo, “[a]t the time the company goes public, the 

dividend will cease or be re-evaluated.”  In contrast, other investors were told they would not 

receive dividends until Vuuzle was publicly listed.   

98. In any event, no dividends were ever paid, and no dividends were ever going to be 

paid because, as Flynn knew, Vuuzle was not a legitimate business. 

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C. Flynn Concealed his Interest and Control from Investors 

99. Flynn has exercised and continues to exercise ultimate control over every part of 

Vuuzle’s business through a collection of entities all staffed by the same core group of purported 

company executives, officers, and employees who work directly for Flynn.  Flynn has used these 

entities in furtherance of the fraud without regard for corporate formalities.  For instance, Flynn 

raised funds for Vuuzle’s predecessor entity, Boink Live Streaming, before that entity even 

existed.  Before Vuuzle’s U.S. bank account was established, Flynn directed investors to deposit 

their funds to the account of another Flynn-controlled entity, E Diamond Trade LLC.  Moreover, 

subscription agreements for early Vuuzle (then Boink Live Streaming) investors were printed on 

letterhead of another Flynn-controlled entity, Bonk Marketing.  And now, Flynn and Vuuzle 

UAE are directing Vuuzle investors to send their funds to an account in the name of another 

Flynn-controlled entity, Vumu Music LLC. 

100. Regardless of the purported corporate name, no one at any Vuuzle entity is paid 

without Flynn’s approval – from the purported President and CEO, to the technical vendors, to 

the lead list providers, to his own marketing representatives.  Flynn controls who is hired and 

fired, what material is posted to Vuuzle’s websites, what is said to investors and prospective 

investors, how and when share certificates are issued, and how investor funds are spent. 

101. Yet Flynn, Vuuzle U.S. and Vuuzle UAE have falsely represented to investors 

and the public that Vuuzle is a legitimate business operated by a team of independent executive 

officers.  For instance, Vuuzle U.S.’s 2017 PPM only mentioned Flynn as the “non-voting 

beneficial owner” of iMagically LLC, which was described as the majority shareholder of 

Vuuzle U.S., holding 80 million shares.  According to the PPM, Joshua Flynn (Flynn’s adult son) 

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was the “manager” of iMagically, and he was, supposedly, “free to vote his shares without 

consequence from the Non-Voting Member” (Flynn).   

102. This statement is false.  Flynn himself is Vuuzle’s majority shareholder, and the 

80 million shares were issued in his name.  iMagically is nothing more than one of many 

corporate names used by Flynn to operate the boiler room, where Flynn is everyone’s “boss,”, 

including his son Joshua.   

103. Indeed, Joshua Flynn has to request his father’s approval even to get paid.  And 

on those occasions when Flynn determined that Joshua Flynn (along with other boiler room 

employees) had not met his employment obligations, Flynn disciplines him by taking away some 

of his commissions for the relevant period.   

104. For example, on July 19, 2019, Flynn directed a treasury department employee to 

send a notice to a group of four IRs, including his son, Joshua Flynn, which stated: 

Despite all of the reminders and warnings by the Founder, still it 
has been observed that you are not reporting to work daily and if 
it’s not late, early our or worse is absent. 
 
International Representatives should be on top of their Marketing 
Sales to drive cash, as you know that the Founder is paying all the 
bills and expense of the Company… 
 
For this reason, the Founder will be deducting certain amount 
from your commission for the following violation: 
 
a. Absent for 1 day ---------------------------$200.00 Deduction 
b. Late for the day or early out-------------$100.00 Deduction 
 

 
105. Yet, when investors asked Flynn questions about Vuuzle, such as why dividends 

had not been paid or why the company has not progressed to an IPO as promised, Flynn claimed 

he was not in control.  For instance, on April 12, 2019, an investor emailed Flynn stating, “you 

should remember what you put me through on this thing when you told me over and over again 

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that this comp[a]ny would go public and I would have my money in time to pay my taxes.”  In 

response, Flynn stated “I am a shareholder in the company like you are.”  He then directed the 

investor to speak with an IR for additional information. 

106. In that same email, the investor asked Flynn to return $10,000 because “I relied 

on what you told me and now I am really in a pickle.”  Flynn responded by claiming he did not 

have the money to give the investor; yet, less than two weeks later, Flynn found $13,000 to pay 

commissions to his boiler room staff.  In an email dated April 23, 2019, Flynn forwarded a wire 

transfer notice of $13,000 from Vuuzle’s U.S. bank account to iMagically, directing his staff to 

“get Joshua his commission asap…money sent!!!!!!!!” 

107. Vuuzle U.S. also concealed from investors Flynn’s financial relationship with the 

company, including the many transfers of funds between Vuuzle U.S. and other Flynn-controlled 

entities domestically and overseas.  In fact, the PPM included a section that expressly denied the 

existence of any related party transactions: 

Certain Relationships and Related Transactions 
We have not entered into any material transactions with any 
director, executive officer, promoter, security holder who is a 
beneficial owner of 5% or more of our common stock, or any 
immediate family member of such persons. 

 
108. This statement was obviously false.  As discussed above, Flynn and Marchitto 

directed approximately $5.9 million to support the boiler room operations, which included 

transfers of $5.3 million to other Flynn-controlled entities. 

109. While Vuuzle U.S.’s PPM misrepresented the nature of Flynn’s role, Vuuzle 

U.S.’s Forms D, filed with the Commission in 2017 and 2019, did not even name Flynn as a 

related party.   

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110. The regulations for such Forms D required Vuuzle U.S. to provide: (1) a list of 

related persons, defined to include “[e]ach executive officer and director of the issuer and person 

performing similar functions”; (2) the name and address of each person who was to be or will be 

paid commissions or other consideration in connection with the sales of securities in the offering; 

(3) the amount of sales commissions paid or estimated to be paid; and (4) the “amount of gross 

proceeds of the offering that has been paid or is proposed to be used for payments to any of the 

persons required to be named as executive officers, directors or promotors” of the issuer.    

111. Accordingly, Vuuzle U.S. was required to identify Flynn on the Forms D as both 

the person “functionally” in control of Vuuzle U.S. and as a promoter of Vuuzle U.S. securities 

who was paid commissions.  Instead, the Forms D listed as related parties, individuals that, in 

reality, were hired by Flynn, reported to Flynn, and relied on Flynn to be paid. 

VII. DEFENDANTS ARE CONTINUING THE FRAUD THROUGH THE VUCO 
SECURITY TOKEN OFFERING 

 
112. After repeatedly promising and failing to deliver on purported plans for an IPO 

and the payment of dividends, Flynn and Vuuzle have shifted their focus, once again, from 

offering and selling Vuuzle stock to offering and selling a digital asset offered by Vuuzle UAE, 

called a “VUCO security token.”  Presumably, Flynn’s and Vuuzle’s transition from traditional, 

stock-based securities to digital tokens was an effort to capitalize on the market’s enthusiasm for 

blockchain-based assets.   

113. Vuuzle first announced plans to issue a digital asset sometime in late 2019.  For 

example, on December 9, 2019, Vuuzle U.S. sent to investors an email with the subject line . . . 

“Why Vuuzle Is Going Crypto In 20/20.”  In the email, investors were told that Vuuzle was 

going to issue a “security token that can be bought or sold” and directed investors to linked 

articles about other investments that had been turned into digital securities.  

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114. In early 2021, Vuuzle launched a campaign to market and sell its VUCO security 

tokens.  For instance, on April 20, 2021, Vuuzle U.S. sent a series of emails to investors 

announcing that “Vuuzle is going to tokenize the company.”  In those emails, Vuuzle U.S. made 

clear that the VUCO token being offered is an investment “representing [] Vuuzle shares on a 

digital infrastructure” backed by the value of the assets of Vuuzle.  Attached to one email, was a 

document titled “How to Buy ICO Tokens: Vuuzle Beginner’s Guide,” which contained detailed 

instructions for setting up a digital asset account and obtaining other digital assets (e.g., Ether) to 

be used to buy VUCO. 

115. At the same time, Flynn, Vuuzle U.S. and Vuuzle UAE began issuing press 

releases offering the VUCO security token to the public.  On April 29, 2021, Vuuzle U.S. issued 

a press release announcing that “’Vuuzle coins’ will be available in several markets where there 

is a tokenization system supported by bitcoins or Etherium.”  A May 5, 2021 press release issued 

by Vuuzle U.S. noted a recently announced $5 billion acquisition of Verizon Media by Apollo 

Global Management, and concluded “[c]onsidering the potential that was seen with Verizon 

Media, the growth expectancy also follows with Vuuzle media Corp, through its token VUCO.”  

Nearly all of these press releases offer the public an opportunity to “find out what we are doing 

and how you can become an investor partner with Vuuzle.TV.” 

116. By approximately June 2021, Vuuzle U.S, Vuuzle UAE, and Flynn began to 

contact investors directly to encourage them to convert their Vuuzle stock into VUCO security 

tokens and to invest more money to buy additional VUCO security tokens.  For example, on June 

29, 2021, an email to one investor (purportedly from “the Vuuzle Group”) contained attached 

“Investment Agreement” (purportedly from Vuuzle UAE) with instructions to sign the 

agreement to convert his Vuuzle stock into VUCO tokens on a 1-for-1 basis.  The email provided 

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that if the investor did not sign the agreement within five days, he would be considered to have 

accepted its terms anyway.   

117. On July 7, 2021, Vuuzle UAE held a virtual shareholder meeting via Zoom, at 

which many of Vuuzle’s executives, directors, and employees spoke, including Flynn.  

Throughout this meeting, Flynn and Vuuzle UAE made numerous false and misleading 

statements about Vuuzle and the VUCO token.  Flynn acknowledged that he had “promised” to 

take Vuuzle public, and blamed the SEC’s and DOJ’s cases against him and Vuuzle for causing 

him to shut down Vuuzle U.S., move offshore, and drop the purported plans for an IPO.   

118.  In that same meeting, Flynn falsely implied that investors could still profit from 

their Vuuzle investments by converting those investments into VUCO security tokens.  

Specifically, Flynn falsely represented that he had two billion tokens currently “worth $5.50” 

each and that would soon be worth $10 each.   

119. Flynn also stated that Vuuzle had a “Fintech license” that purportedly authorized 

Vuuzle to issue debit and/or credit cards that investors could use to directly liquidate the value of 

their tokens.  Flynn and Vuuzle UAE instructed investors to set up an online account through a 

web application called “MetaMask,” which provides the user an electronic wallet to hold digital 

assets, including the VUCO tokens. 

120. Blockchain records reflect that the VUCO token has been distributed to at least 

267 unique account numbers.  Moreover, the TD bank account set up and managed by Marchitto 

to receive funds from the VUCO token offering reflects investor deposits that reference the 

purchase of “coins” as the purpose of the investment. 

121. This offering of the VUCO security token by Vuuzle UAE is nothing but a 

continuation of the same offering fraud that Flynn, Marchitto, and Vuuzle U.S. have been 

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operating from the beginning.  VUCO tokens, like the common stock preceding them, have no 

real value because Vuuzle is nothing but a sham, and its assets have been and are continuing to 

be drained by Flynn and Marchitto for their own personal use and to sustain the boiler room 

operations. 

VIII. NO VUUZLE SECURITIES OFFERING HAS BEEN REGISTERED WITH THE 
COMMISSION  

122. Despite raising over $22.8 million through the sale of stocks, warrants, and 

VUCO security tokens from 2016 to at least July 2021, no Vuuzle entity has registered any 

securities offering with the Commission.  On September 26, 2017, Vuuzle U.S. filed with the 

Commission a Form D Notice of Exempt Offering of Securities (under its previous name, Boink 

Live Streaming Corp.), which announced a $10,000,000 private offering of securities.  An 

amended Form D was filed on February 15, 2019.  In these notices, Vuuzle U.S. claimed that its 

offering was exempt from registration under Rule 506(b) under the Securities Act.   

123. In fact, however, neither Vuuzle U.S. nor Vuuzle UAE qualifies for any 

exemption for a “private offering” of securities because, inter alia, they have been and are 

conducting a general solicitation through the cold-calling of potential investors.  Flynn, Vuuzle 

U.S., and  Vuuzle UAE have continued to buy lead lists and cold call investors and potential 

investors even after the filing of the SEC’s initial Complaint in this case on January 27, 2021, 

and through at least August 25, 2021. 

124. Moreover, it does not appear that Flynn, Vuuzle U.S., or Vuuzle UAE was or is 

making any independent effort to confirm the accredited investor status, financial qualifications, 

or investment experience of Vuuzle investors, all of which is pertinent to the availability of the 

Rule 506(b) exemption Vuuzle U.S. claimed.   

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125. Vuuzle U.S.’s 2017 PPM stated that it was offering shares to “accredited and 

sophisticated investors only.”  The associated subscription documents contained a check-the-box 

certification for investors to indicate whether they were “accredited” or “sophisticated.”  

Although these completed subscription forms were sent to Flynn and his marketing teams for 

their review, many investors never checked either box on the subscription form.  For instance, 

according to a treasury department report sent to Flynn on August 2, 2019, one investor 

apparently told a Vuuzle U.S. employee that he was not accredited.  This information was 

provided to Flynn, who instructed that the investor be accepted anyway.  Four days later, Vuuzle 

U.S. accepted the investment and issued the investor Vuuzle U.S. shares. Other investors were 

told to check the box even though they were not accredited.  Still, Flynn and Vuuzle U.S. took 

their money. 

126. As a result, numerous unaccredited investors ended up investing in Vuuzle U.S.  

None of these investors ever received the financial or other information regarding Vuuzle to 

which they were entitled. 

127. Vuuzle UAE’s and Flynn’s more recent offering of VUCO tokens is also a 

securities offering,  Vuuzle UAE and Flynn have repeatedly described the VUCO token as an 

“investment” backed by the value of Vuuzle itself, which they claim will increase due to the 

predicted success of Vuuzle.  Moreover, in promoting the VUCO token, Vuuzle UAE and Flynn 

have explicitly described it as a “security.”  

128. Therefore, the VUCO token is required to be registered with the Commission – 

yet it is not. 

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129. Flynn, Vuuzle U.S., and Vuuzle UAE each directly and/or indirectly offered and 

sold Vuuzle securities, engaged in steps necessary to the public distribution of Vuuzle securities, 

and was a necessary participant in the offering of Vuuzle securities. 

IX. MARCHITTO AIDED AND ABETTED THE UNREGISTERED OFFERINGS 

130. Flynn, Vuuzle U.S., and Vuuzle UAE were aided and abetted in their unregistered 

securities offerings by Marchitto.   

131. Marchitto provided substantial assistance to Flynn, Vuuzle U.S., and Vuuzle UAE 

by establishing a U.S. corporate and financial presence for Vuuzle.  Because Flynn and his boiler 

room operations are located overseas, Marchitto’s acts were essential to the success of the 

unregistered offering, which targeted U.S. investors.  As described in further detail above, 

Marchitto: (a) organized Vuuzle’s predecessor legal entity and served as its initial member; (b) 

opened and maintained as sole signatory a series of U.S. bank accounts used to receive and 

disburse more than $16.1 million of Vuuzle investor funds; and (c) maintained a New York City 

office space, which was represented to investors as Vuuzle’s primary place of business. 

132. Marchitto knew, or was reckless in not knowing, that Flynn, Vuuzle U.S., and 

Vuuzle UAE were conducting securities offerings.  He monitored the banks accounts for the 

express purpose of flagging investor deposits and notifying Flynn’s boiler room staff when 

investor funds were received into the account.  Marchitto monitored mail sent to the New York 

office space he maintained, and collected investor checks for deposit and investment subscription 

agreements that he forwarded to Flynn and his boiler room staff. 

133. Moreover, Marchitto knew, or was reckless in not knowing, that the securities 

offerings were unregistered.  He is named as a board director on the Form D that Vuuzle U.S. 

filed with the SEC in 2019.  And Marchitto continued to substantially assist the unregistered 

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offering even after the SEC’s initial complaint was filed on January 27, 2021 – which 

specifically alleged that Vuuzle U.S. and Flynn were conducting an unregistered securities 

offering in violation of the securities laws.  In fact, in May 2021, when Bank of America notified 

Marchitto of its intent close Vuuzle U.S.’s bank account, Marchitto opened a new bank account 

at TD Bank to ensure the flow of Vuuzle investor funds from the U.S.  Flynn and Vuuzle UAE 

are now directing investors to send their funds to this new TD bank account in connection with 

their offering of the VUCO security token. 

FIRST CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act 

and Rule 10b-5(a) and (c) Thereunder 
(Against all Defendants) 

 
134. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

135. By engaging in the conduct described above, Defendants directly and indirectly, 

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

of interstate commerce, or the mails, have, with scienter: (a) employed devices, schemes or 

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

or would operate as a fraud or deceit upon any person in connection with the purchase or sale of 

any security. 

136. By engaging in the foregoing misconduct, Defendants have violated, and unless 

enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and 

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

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SECOND CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act 

and Rule 10b-5(b) Thereunder 
 (Against Vuuzle U.S., Vuuzle UAE, and Flynn) 

 
137. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

138. By engaging in the conduct described above, Defendants Vuuzle U.S., Vuuzle 

UAE, and Flynn directly and indirectly, in connection with the purchase or sale of securities, and 

by use of the means or instrumentalities of interstate commerce, or the mails, have, with scienter 

made untrue statements of material facts or omitted to state material facts necessary in order to 

make the statements made, in light of the circumstances they were made, not misleading. 

139. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn 

have violated, and unless enjoined will continue to violate, Section 10(b) of the Exchange Act 

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

 
THIRD CLAIM FOR RELIEF 

Violation of Section 17(a)(1) and (3) of the Securities Act 
 (Against all Defendants) 

 
140. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

141. By engaging in the conduct described above, Defendants directly and indirectly, 

in the offer or sale of a security by the use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, have, with scienter: (a) employed 

a device, scheme, or artifice to defraud; or (b) engaged in a transaction, practice, or course of 

business which operates or would operate as a fraud or deceit upon a purchaser. 

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142. By engaging in the foregoing misconduct, Defendants have violated, and unless 

enjoined will continue to violate, Section 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 

77q(a)(1) and (3)]. 

FOURTH CLAIM FOR RELIEF 
Violation of Section 17(a)(2) of the Securities Act 
 (Against Vuuzle U.S., Vuuzle UAE, and Flynn) 

 
143. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

144. By engaging in the conduct described above, Vuuzle U.S., Vuuzle UAE, and 

Flynn, directly and indirectly, in the offer or sale of a security by the use of the means or 

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

have, with scienter obtained money or property by means of any untrue statement of a material 

fact or any omission of a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading. 

145. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn 

have violated, and unless enjoined will continue to violate, Section 17(a)(2) of the Securities Act 

[15 U.S.C. § 77q(a)(2)]. 

FIFTH CLAIM FOR RELIEF 
Violation of Sections 5(a) and 5(c) of the Securities Act 

(Against Vuuzle U.S., Vuuzle UAE, and Flynn) 
 

146. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

147. The U.S. securities laws require that companies disclose certain information 

through the registration with the SEC of the offer or sale of securities. 

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148. By engaging in the conduct described above, Defendants Vuuzle U.S., Vuuzle 

UAE, and Flynn offered and sold securities without a registration statement in effect and without 

an exemption from the registration requirement. 

149. Defendants Vuuzle U.S., Vuuzle UAE, and Flynn directly and/or indirectly 

offered and sold securities without a registration statement in effect, engaged in steps necessary 

to the public distribution of unregistered securities, and was a necessary participant in the 

offering of unregistered securities 

150. By engaging in conduct alleged above, Defendants Vuuzle U.S., Vuuzle UAE, 

and Flynn, each violated Section 5(a) of the Securities Act, which states that unless a registration 

statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly, to 

make use of any means or instruments of transportation or communication in interstate 

commerce or of the mails to sell such security through the use or medium of any prospectus or 

otherwise; or to carry or cause to be carried through the mails or in interstate commerce, by any 

means or instruments of transportation, any such security for the purpose of sale or for delivery 

after sale. 

151. Also as a result of the conduct described above, Defendants Vuuzle U.S., Vuuzle 

UAE, and Flynn, each violated Section 5(c) of the Securities Act, which states that it shall be 

unlawful for any person, directly or indirectly, to make use of any means or instruments of 

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

buy through the use or medium of any prospectus or otherwise any security, unless a registration 

statement has been filed as to such security.  

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152. By engaging in the foregoing misconduct, Vuuzle U.S., Vuuzle UAE, and Flynn 

have violated, and unless enjoined will continue to violate, Sections 5(a) and 5(c) of the 

Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]. 

SIXTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Sections 5(a) and 5(c) of the Securities Act 

(Against Marchitto) 
 

153. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

154. By engaging in the conduct alleged above, Defendant Marchitto knowingly or 

recklessly provided substantial assistance to Defendants Vuuzle U.S., Vuuzle UAE, and Flynn, 

who, each violated Section 5(a) of the Securities Act, which states that unless a registration 

statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly, to 

make use of any means or instruments of transportation or communication in interstate 

commerce or of the mails to sell such security through the use or medium of any prospectus or 

otherwise; or to carry or cause to be carried through the mails or in interstate commerce, by any 

means or instruments of transportation, any such security for the purpose of sale or for delivery 

after sale. 

155. By engaging in the conduct alleged above, Defendant Marchitto knowingly or 

recklessly provided substantial assistance to Defendants Vuuzle U.S., Vuuzle UAE, and Flynn, 

in their violations of Section 5(c) of the Securities Act, which states that it shall be unlawful for 

any person, directly or indirectly, to make use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or offer to buy through the 

use or medium of any prospectus or otherwise any security, unless a registration statement has 

been filed as to such security. 

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SEVENTH CLAIM FOR RELIEF 
Violation of Section 15(a)(1) of the Exchange Act 

(Against Flynn) 
 

156. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

157. By engaging in the in conduct alleged above, Defendant Flynn, by the use of 

means or instrumentalities of interstate commerce or of the mails, has engaged in the business of 

effectuating transactions in, or inducing or attempting to induce the purchase or sale of securities 

as a “broker.” 

158. Flynn solicited investors, promoted the merits of a Vuuzle investment, facilitated 

and negotiated the transactions, supervised and controlled a securities sales force, handled 

customer funds, drafted offering documents, and was paid in commissions. 

159. During the relevant time period, Defendant Flynn was not registered with the 

Commission as a broker-dealer or a person associated with a broker-dealer registered with the 

Commission.  Nor did any exemption from the broker-dealer registration requirements exist with 

respect to the securities and transactions described in this Complaint. 

160. By engaging in the foregoing misconduct, Flynn has violated, and unless enjoined 

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

EIGHTH CLAIM FOR RELIEF 
Unjust Enrichment 

(Against Relief Defendant Vumu Music LLC) 
 

161. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 133, as if they were fully set forth herein. 

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162. As described above, Relief Defendant Vumu Music received investor funds and 

assets that were the proceeds, or are traceable to the proceeds, of Defendants’ unlawful activities.  

Relief Defendant has no legitimate claims to those proceeds. 

163. Relief Defendant obtained the funds and assets as part of and in furtherance of the 

securities violations alleged in paragraphs 1 through 133 above and under circumstances in 

which it is not just, equitable, or conscionable for it to retain the funds and assets.  As a 

consequence, Relief Defendant was unjustly enriched. 

PRAYER FOR RELIEF 
 

WHEREFORE, the Commission respectfully requests that the Court grant the following 
relief: 

(a) Enter a Final Judgment finding that all Defendants violated the securities laws and 

rules promulgated thereunder as alleged against them herein; 

(b) Enter an Order permanently restraining and enjoining Defendants from 

committing future violations of the securities laws and rules promulgated thereunder; 

(c) Enter an Order requiring all Defendants and Relief Defendant to disgorge all ill-

gotten gains, including prejudgment interest, resulting from the violations alleged herein; 

(d) Enter an Order requiring all 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)]; and 

(e) Award such other and further relief as this Court may deem just and appropriate. 

 

 

 

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JURY DEMAND 

 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case by tried to a jury. 

Dated:  February 17, 2022    Respectfully submitted, 
 
 

/s/ Devon Staren   
Devon Staren 
Daniel J. Maher 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
(202) 551-5346 (Staren) 
[email protected] 
(202) 551-4737 (Maher) 
[email protected] 

 
Of Counsel: 
 
Drew Isler Grossman 
U.S. Securities and Exchange Commission 
100 F. Street N.E. 
Washington DC 20549 
 
  

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DESIGNATION OF AGENT FOR SERVICE UNDER LOCAL CIVIL RULE 101.1(f) 
 

In accordance with Local Civil Rule 101.1(f), the undersigned hereby makes the 

following designation for the receipt of service of all notices or papers in this action at the 

following address: 

 United States Attorney's Office 
 District of New Jersey 
 Attention:  J. Andrew Ruymann 
 Assistant U.S. Attorney 
 402 East State Street, Room 430 
 Trenton, NJ 08608. 

 

Dated: February 17, 2022 

      Respectfully submitted, 
 
 

/s/ Devon Staren   
Devon Staren 
Daniel J. Maher 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
(202) 551-5346 (Staren) 
[email protected] 
(202) 551-4737 (Maher) 
[email protected] 

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