SEC v. Patrick N. Thayer; and Broadway Financial Solutions, No. 1:23-cv-00362, Southern District of Ohio (June 14, 2023) — Complaint

IN THE UNITED STATES DISTRICT COURT 
FOR THE SOUTHERN DISTRICT OF OHIO 
WESTERN DIVISION 
U.S. SECURITIES AND EXCHANGE 
COMMISSION, 
Plaintiff, 
v. Civil Action No. _______ 
PATRICK N. THAYER, 
Defendant. 
JURY DEMAND 
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 
The U.S. Securities and Exchange Commission (“Plaintiff” or “Commission”) alleges as 
follows: 
SUMMARY 
1.From approximately November 2013 through August 2022, Defendant Patrick
N. Thayer (“Defendant” or “Thayer”), acting individually and through Broadway Financial
Solutions (“Broadway Financial”), Defendant’s tax preparation and investment advisory 
services business, misappropriated approximately $1.3 million in assets from a single client 
(“Client”) for his personal benefit. 
2.While perpetrating this fraud, Defendant was a registered representative of
various broker dealers and managed the Client’s account and those firms.  During some of the 
1
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fraud, Defendant was also an associated person of an investment adviser and served as the 
Client’s investment adviser. 
3. Defendant perpetrated the fraud by establishing a bank account under the 
Client’s name in November 2013 without the Client’s knowledge or permission (“the Bank 
Account”).  In setting up the Bank Account, Defendant forged the Client’s signature on the 
account opening documents and used his Broadway Financial office address instead of the 
Client’s home address.  He also set up the account so that he could access and transfer funds 
from it.   
4. Thereafter, on nearly a monthly basis from approximately November 2013 
through August 2022, Defendant (i) sold assets in the Client’s brokerage account, (ii) transferred 
the proceeds from those sales to the Bank Account, and (iii) withdrew the funds from that 
account, either by electronic transfer or drafting checks drawn on the account payable to himself 
and others.  For the checks, Defendant forged the Client’s signatures.  The Client was not aware 
of and did not consent to any of the transfers that Defendant made from her brokerage account 
to the Bank Account, or transfers that Defendant made from the Bank Account to himself or 
others. 
5. Through his conduct, Defendant has engaged in acts, practices, schemes, and 
courses of business that violated Sections 17(a)(1) and (2) of the Securities Act of 1933 
(“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and 
Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. 
§§ 80b-6(1) and 80b-6(2)].  Unless restrained and enjoined by this Court, Defendant will 
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continue to engage in the transactions, acts, practices, and courses of business alleged in this 
Complaint, and in transactions, acts, practices and courses of business of similar purport and 
object. 
JURISDICTION AND VENUE 
6. The Commission brings this action pursuant to Sections 20 and 22 of the 
Securities Act [15 U.S.C. §§ 77t and 77v], Sections 21(d) and 21(e) of the Exchange Act [15 
U.S.C. § 78u(d), (e)], and Sections 209 and        214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 
80b-14], to enjoin the Defendants from engaging in the transactions, acts, practices, and courses 
of business alleged in this Complaint, and transactions, acts, practices, and courses of business 
of similar purport and object, and for civil penalties and other equitable relief. 
7. The Court has jurisdiction over this action pursuant to Section 22 of the 
Securities Act [15 U.S.C. § 77v], Sections 21(d), 21(e) and 27(a) of the Exchange Act [15 
U.S.C. §§ 78u(d), 78u(e) and 78aa(a)], and Section 214 of the Advisers Act [15 U.S.C. §    80b-
14]. 
8. Defendant, directly and indirectly, made use of the mails, the means and 
instruments of transportation or communication in interstate commerce, and the means and 
instrumentalities of interstate commerce in connection with the transactions, acts, practices, and 
courses of business alleged in this Complaint, and made use of the mails and means or 
instrumentality of interstate commerce to effect transactions, or to induce or to attempt to induce 
the purchase or sale of securities alleged in this Complaint. 
9. Venue is proper in this district because certain of the transactions, acts, 
practices, and courses of business constituting violations of the Securities Act, Exchange Act 
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and Advisers Act occurred in the Southern District of Ohio and because defendant resides in the 
Southern District of Ohio. 
THE DEFENDANT 
10. Patrick N. Thayer, age 47, is a resident of Cincinnati, Ohio.  He previously 
held Series 6, 7 and 66 licenses with the Commission.     
11. Between 2010   and 2022, Thayer was a registered representative of four different 
broker dealers.  In late 2022, Thayer’s employment with the last broker dealer was terminated.  
Effective February 21, 2023, the Financial Industry Regulatory Authority (“FINRA”) barred 
Thayer from acting as, or associating with, a broker or dealer,  based on his failure to respond to 
FINRA’s requests for information. 
12. Since at least May 2010, Thayer conducted business through his d/b/a, 
Broadway Financial Solutions.  Broadway Financial was not separately incorporated. 
13. Through Broadway Financial, Thayer provided tax preparation services and 
investment services, including serving as a broker and agent of record for the clients’ securities 
accounts, executing trades, including on a discretionary basis, and having periodic discussions 
with clients about their investments and investment objectives. 
14. Thayer did not charge his clients fees for his investment services beyond the 
commissions he earned as a broker on the various transactions he performed on their behalf. 
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DEFENDANT’S MISAPPROPRIATION OF THE CLIENT’S ASSETS 
15. Thayer managed the Client’s brokerage account since at least April 23, 2012.  
When Thayer moved to a different broker dealer, the Client moved her account to his new firm.     
16. On November 14, 2013, Thayer established the Bank Account in the name of the 
Client without the Client’s permission or knowledge.   
17. When setting up the Bank Account, Thayer used his office address instead of the 
Client’s home address and appears to have forged the Client’s signature in opening and transfer 
documents.   
18. Over the next several days, Thayer sold assets in the Client’s brokerage account, 
which were mutual funds totaling $69,992, and, without the Client’s knowledge or consent, 
transferred the proceeds to the Bank Account.  Thayer then used those   proceeds for his personal 
benefit, including to pay credit cards and make mortgage payments. 
19. Thereafter, on a near-monthly basis from November 2013 until August 2022, 
Thayer repeatedly sold securities in the Client’s brokerage account, transferred the sales 
proceeds to the Bank Account, and then used those funds to pay his personal and other 
expenses.       
20. In some instances, Thayer withdrew funds from the Bank Account via electronic 
funds transfers.  When doing so, Thayer misrepresented himself as the Client.   
21. In other instances, Thayer drafted checks for his benefit and forged the Client’s 
signature.   
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22. Because the Bank Account had Broadway Financial’s office address, the 
statements for that account came to Thayer, rather than the Client. 
23. Whenever Thayer transferred to a new broker dealer, he executed the account 
opening documents at the new firm on the Client’s behalf,  with minimal involvement by the 
Client.  In doing so, Thayer provided the new brokerage firm with information for the Bank 
Account without the Client’s knowledge or permission.  
24. During some of the relevant time, Thayer also served as the Client’s investment 
adviser.   
25. Thayer’s theft of the Client’s assets continued until August 2022, when the 
Client communicated concerns to the brokerage firm about the transfers. 
26. In total, it appears that Thayer misappropriated approximately $1,310,605   from 
the Client.  The misappropriated funds were proceeds of securities sales executed by Thayer 
shortly before transferring the funds to the Bank Account. 
COUNT I 
Violations of Section 17(a)(1) of the Securities Act 
[15 U.S.C. § 77q(a)(1)] 
 
27. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 
reference. 
28. From approximately November 2013 through August 2022, Defendant, in the 
offer and/or sale of securities, by the use of means and instruments of transportation and 
communication in interstate commerce and by use of the mails, directly and indirectly, 
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employed devices, schemes and artifices to defraud the Client and others, all as more 
particularly described above. 
29. While engaging in the course of conduct described above, Defendant acted with 
scienter, that is, with an intent to deceive, manipulate, or defraud, or acted with a severely 
reckless disregard for the truth. 
30. By reason of the foregoing, Defendant, directly and indirectly, has  violated and, 
unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. 
§   77q(a)(1)]. 
COUNT II 
 
Violations of Section 17(a)(2) of the Securities Act 
[15 U.S.C. § 77q(a)(2)] 
 
31. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 
reference. 
32. From approximately November 2013 through August 2022, Defendant, in the 
offer and/or sale of securities, by the use of means and instruments of transportation and 
communication in interstate commerce and by use of the mails, directly and indirectly obtained 
money and property by means of untrue statements of material fact and omissions to state 
material facts necessary in order to make the statements made, in light of the circumstances 
under which they were made, not misleading; and 
33. While engaging in the course of conduct described above, Defendant acted at 
least negligently. 
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34. By reason of the foregoing, Defendant, directly and indirectly, has violated 
and, unless enjoined, will continue to violate Section 17(a)(2)of the Securities Act [15 U.S.C. 
§ 77q(a)(2)]. 
COUNT III 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a), (b) and (c)] 
 
35. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 
reference. 
36. From approximately November 2013 through August 2022, Defendant, in 
connection with the purchase or sale of securities, by the use of the means and 
instrumentalities of interstate commerce and by the use of the mails, directly and indirectly: 
a. employed devices, schemes, and artifices to defraud; 
b. made untrue statements of material facts and omitted to state material facts 
necessary in order to make the statements made, in light of the circumstances 
under which they were made, not misleading; and 
c. engaged in acts, practices, and courses of business which would and/or did 
operate as a fraud and deceit upon the Client and/or others, all as more 
particularly described above. 
37. In engaging in such conduct, Defendant acted with scienter; that is, with an 
intent to deceive, manipulate, or defraud, or acted with a severely reckless disregard for the 
truth. 
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38. By reason of the foregoing, Defendant, directly and indirectly, has 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 thereunder [17 C.F.R. § 240.10b-5]. 
COUNT IV 
Violations of Section 206(1) of the Advisers Act 
[15 U.S.C. § 80B-6(1)] 
 
39. Paragraphs 1  through 26 are hereby re-alleged and are incorporated herein by 
reference. 
40. At times between approximately November 2013 and August 2022, 
Defendant, acting as an investment adviser, using the mails and the means and 
instrumentalities of interstate commerce, directly and indirectly, employed devices, schemes 
and artifices to defraud one or more advisory clients and/or  prospective clients. 
41. In engaging in such conduct, Defendant acted with scienter,    that is, is, with 
intent to deceive, manipulate or defraud or acted with a severely reckless disregard for the 
truth. 
42. By reason of the foregoing, Defendant has violated and, unless enjoined, will 
continue to violate Section 206(1) of the Advisers Act. 
COUNT V 
Violations of Section 206(2) of the Advisers Act 
[15 U.S.C. § 80B-6(2)] 
 
43. Paragraphs 1  through 26 are hereby re-alleged and are incorporated herein by 
reference. 
44. At times between approximately November 2013 and August 2022, 
Defendant, acting as an investment adviser, by the use of the mails and the means and 
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instrumentalities of interstate commerce, directly and indirectly, engaged in transactions, 
practices and courses of business which would and/or did operate as a fraud and deceit on 
one or more advisory clients and/or prospective clients. 
45. While engaging in the course of conduct described above, Defendant acted at 
least negligently. 
46. By reason of the foregoing, Defendant has violated and, unless enjoined, will 
continue to violate Section 206(2) of the Advisers Act. 
PRAYER FOR RELIEF 
 
 WHEREFORE, the Commission seeks the following relief: 
I. 
Findings of fact and conclusions of law,  pursuant to Rule 52 of the Federal Rules of 
Civil Procedure, finding that Defendant committed the violations alleged herein.  
II.  
Permanent injunctions enjoining Defendant from violating, directly or indirectly, 
Sections  17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1), (2) and (3)], Section 
10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules  10b-5(a), (b) and (c) thereunder [17 
C.F.R. § 240.10b-5(a), (b) and (c)] and Sections 206(1) and 206(2) of the Investment Advisers 
Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 
III.  
 An order requiring the disgorgement by Defendant of all ill-gotten gains or unjust 
enrichment with prejudgment interest, to effect the remedial purposes of the federal securities 
laws. 
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IV. 
An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 
21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 209(e) of the Advisers Act 
[15 U.S.C. § 80b-9(e)] imposing civil penalties against Defendant. 
V.  
 Such other and further relief as this Court may deem just, equitable, and appropriate in 
connection with the enforcement of the federal securities laws and for the protection of 
investors. 
Dated:   June 13, 2023. 
Respectfully submitted, 
 
/s/ Robert F. Schroeder 
Robert F. Schroeder 
Senior Trial Counsel 
Georgia Bar No. 001390 
Tel: (404) 942-0688 
Email: [email protected]
 
 
       M. Graham Loomis 
Regional Trial Counsel 
Georgia Bar No. 457868 
Tel: (404) 842-7622 
Email: [email protected]
 
 
 
COUNSEL FOR PLAINTIFF 
U.S. Securities and Exchange Commission 
Atlanta Regional Office 
950 East Paces Ferry Road, N.E., Suite 900 
Atlanta, GA  30326-1382
 
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IN THE UNITED STATES DISTRICT COURT 
FOR THE SOUTHERN DISTRICT OF OHIO 

WESTERN DIVISION 

U.S. SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

v. Civil Action No. _______ 

PATRICK N. THAYER, 

Defendant. 

JURY DEMAND 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

The U.S. Securities and Exchange Commission (“Plaintiff” or “Commission”) alleges as 

follows: 

SUMMARY 

1. From approximately November 2013 through August 2022, Defendant Patrick

N. Thayer (“Defendant” or “Thayer”), acting individually and through Broadway Financial

Solutions (“Broadway Financial”), Defendant’s tax preparation and investment advisory 

services business, misappropriated approximately $1.3 million in assets from a single client 

(“Client”) for his personal benefit. 

2. While perpetrating this fraud, Defendant was a registered representative of

various broker dealers and managed the Client’s account and those firms.  During some of the 

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fraud, Defendant was also an associated person of an investment adviser and served as the 

Client’s investment adviser. 

3. Defendant perpetrated the fraud by establishing a bank account under the 

Client’s name in November 2013 without the Client’s knowledge or permission (“the Bank 

Account”).  In setting up the Bank Account, Defendant forged the Client’s signature on the 

account opening documents and used his Broadway Financial office address instead of the 

Client’s home address.  He also set up the account so that he could access and transfer funds 

from it.   

4. Thereafter, on nearly a monthly basis from approximately November 2013 

through August 2022, Defendant (i) sold assets in the Client’s brokerage account, (ii) transferred 

the proceeds from those sales to the Bank Account, and (iii) withdrew the funds from that 

account, either by electronic transfer or drafting checks drawn on the account payable to himself 

and others.  For the checks, Defendant forged the Client’s signatures.  The Client was not aware 

of and did not consent to any of the transfers that Defendant made from her brokerage account 

to the Bank Account, or transfers that Defendant made from the Bank Account to himself or 

others. 

5. Through his conduct, Defendant has engaged in acts, practices, schemes, and 

courses of business that violated Sections 17(a)(1) and (2) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 

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

Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. 

§§ 80b-6(1) and 80b-6(2)].  Unless restrained and enjoined by this Court, Defendant will 

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continue to engage in the transactions, acts, practices, and courses of business alleged in this 

Complaint, and in transactions, acts, practices and courses of business of similar purport and 

object. 

JURISDICTION AND VENUE 

6. The Commission brings this action pursuant to Sections 20 and 22 of the 

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

U.S.C. § 78u(d), (e)], and Sections 209 and        214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 

80b-14], to enjoin the Defendants from engaging in the transactions, acts, practices, and courses 

of business alleged in this Complaint, and transactions, acts, practices, and courses of business 

of similar purport and object, and for civil penalties and other equitable relief. 

7. The Court has jurisdiction over this action pursuant to Section 22 of the 

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

U.S.C. §§ 78u(d), 78u(e) and 78aa(a)], and Section 214 of the Advisers Act [15 U.S.C. § 80b-

14]. 

8. Defendant, directly and indirectly, made use of the mails, the means and 

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

instrumentalities of interstate commerce in connection with the transactions, acts, practices, and 

courses of business alleged in this Complaint, and made use of the mails and means or 

instrumentality of interstate commerce to effect transactions, or to induce or to attempt to induce 

the purchase or sale of securities alleged in this Complaint. 

9. Venue is proper in this district because certain of the transactions, acts, 

practices, and courses of business constituting violations of the Securities Act, Exchange Act 

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and Advisers Act occurred in the Southern District of Ohio and because defendant resides in the 

Southern District of Ohio. 

THE DEFENDANT 

10. Patrick N. Thayer, age 47, is a resident of Cincinnati, Ohio.  He previously 

held Series 6, 7 and 66 licenses with the Commission.     

11. Between 2010 and 2022, Thayer was a registered representative of four different 

broker dealers.  In late 2022, Thayer’s employment with the last broker dealer was terminated.  

Effective February 21, 2023, the Financial Industry Regulatory Authority (“FINRA”) barred 

Thayer from acting as, or associating with, a broker or dealer, based on his failure to respond to 

FINRA’s requests for information. 

12. Since at least May 2010, Thayer conducted business through his d/b/a, 

Broadway Financial Solutions.  Broadway Financial was not separately incorporated. 

13. Through Broadway Financial, Thayer provided tax preparation services and 

investment services, including serving as a broker and agent of record for the clients’ securities 

accounts, executing trades, including on a discretionary basis, and having periodic discussions 

with clients about their investments and investment objectives. 

14. Thayer did not charge his clients fees for his investment services beyond the 

commissions he earned as a broker on the various transactions he performed on their behalf. 

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DEFENDANT’S MISAPPROPRIATION OF THE CLIENT’S ASSETS 

15. Thayer managed the Client’s brokerage account since at least April 23, 2012.  

When Thayer moved to a different broker dealer, the Client moved her account to his new firm.    

16. On November 14, 2013, Thayer established the Bank Account in the name of the 

Client without the Client’s permission or knowledge.   

17. When setting up the Bank Account, Thayer used his office address instead of the 

Client’s home address and appears to have forged the Client’s signature in opening and transfer 

documents.   

18. Over the next several days, Thayer sold assets in the Client’s brokerage account, 

which were mutual funds totaling $69,992, and, without the Client’s knowledge or consent, 

transferred the proceeds to the Bank Account.  Thayer then used those proceeds for his personal 

benefit, including to pay credit cards and make mortgage payments. 

19. Thereafter, on a near-monthly basis from November 2013 until August 2022, 

Thayer repeatedly sold securities in the Client’s brokerage account, transferred the sales 

proceeds to the Bank Account, and then used those funds to pay his personal and other 

expenses.       

20. In some instances, Thayer withdrew funds from the Bank Account via electronic 

funds transfers.  When doing so, Thayer misrepresented himself as the Client.   

21. In other instances, Thayer drafted checks for his benefit and forged the Client’s 

signature.   

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22. Because the Bank Account had Broadway Financial’s office address, the 

statements for that account came to Thayer, rather than the Client. 

23. Whenever Thayer transferred to a new broker dealer, he executed the account 

opening documents at the new firm on the Client’s behalf, with minimal involvement by the 

Client.  In doing so, Thayer provided the new brokerage firm with information for the Bank 

Account without the Client’s knowledge or permission.  

24. During some of the relevant time, Thayer also served as the Client’s investment 

adviser.   

25. Thayer’s theft of the Client’s assets continued until August 2022, when the 

Client communicated concerns to the brokerage firm about the transfers. 

26. In total, it appears that Thayer misappropriated approximately $1,310,605 from 

the Client.  The misappropriated funds were proceeds of securities sales executed by Thayer 

shortly before transferring the funds to the Bank Account. 

COUNT I 

Violations of Section 17(a)(1) of the Securities Act 
[15 U.S.C. § 77q(a)(1)] 

 
27. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 

reference. 

28. From approximately November 2013 through August 2022, Defendant, in the 

offer and/or sale of securities, by the use of means and instruments of transportation and 

communication in interstate commerce and by use of the mails, directly and indirectly, 

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employed devices, schemes and artifices to defraud the Client and others, all as more 

particularly described above. 

29. While engaging in the course of conduct described above, Defendant acted with 

scienter, that is, with an intent to deceive, manipulate, or defraud, or acted with a severely 

reckless disregard for the truth. 

30. By reason of the foregoing, Defendant, directly and indirectly, has violated and, 

unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. 

§ 77q(a)(1)]. 

COUNT II 
 

Violations of Section 17(a)(2) of the Securities Act 
[15 U.S.C. § 77q(a)(2)] 

 
31. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 

reference. 

32. From approximately November 2013 through August 2022, Defendant, in the 

offer and/or sale of securities, by the use of means and instruments of transportation and 

communication in interstate commerce and by use of the mails, directly and indirectly obtained 

money and property by means of untrue statements of material fact and omissions to state 

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

under which they were made, not misleading; and 

33. While engaging in the course of conduct described above, Defendant acted at 

least negligently. 

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34. By reason of the foregoing, Defendant, directly and indirectly, has violated 

and, unless enjoined, will continue to violate Section 17(a)(2)of the Securities Act [15 U.S.C. 

§ 77q(a)(2)]. 

COUNT III 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a), (b) and (c)] 

 
35. Paragraphs 1 through 26 are hereby re-alleged and incorporated herein by 

reference. 

36. From approximately November 2013 through August 2022, Defendant, in 

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

instrumentalities of interstate commerce and by the use of the mails, directly and indirectly: 

a. employed devices, schemes, and artifices to defraud; 

b. made untrue statements of material facts and omitted to state material facts 

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

under which they were made, not misleading; and 

c. engaged in acts, practices, and courses of business which would and/or did 

operate as a fraud and deceit upon the Client and/or others, all as more 

particularly described above. 

37. In engaging in such conduct, Defendant acted with scienter; that is, with an 

intent to deceive, manipulate, or defraud, or acted with a severely reckless disregard for the 

truth. 

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38. By reason of the foregoing, Defendant, directly and indirectly, has 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 thereunder [17 C.F.R. § 240.10b-5]. 

COUNT IV 

Violations of Section 206(1) of the Advisers Act 
[15 U.S.C. § 80B-6(1)] 

 
39. Paragraphs 1 through 26 are hereby re-alleged and are incorporated herein by 

reference. 

40. At times between approximately November 2013 and August 2022, 

Defendant, acting as an investment adviser, using the mails and the means and 

instrumentalities of interstate commerce, directly and indirectly, employed devices, schemes 

and artifices to defraud one or more advisory clients and/or  prospective clients. 

41. In engaging in such conduct, Defendant acted with scienter,    that is, is, with 

intent to deceive, manipulate or defraud or acted with a severely reckless disregard for the 

truth. 

42. By reason of the foregoing, Defendant has violated and, unless enjoined, will 

continue to violate Section 206(1) of the Advisers Act. 

COUNT V 

Violations of Section 206(2) of the Advisers Act 
[15 U.S.C. § 80B-6(2)] 

 
43. Paragraphs 1 through 26 are hereby re-alleged and are incorporated herein by 

reference. 

44. At times between approximately November 2013 and August 2022, 

Defendant, acting as an investment adviser, by the use of the mails and the means and 

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instrumentalities of interstate commerce, directly and indirectly, engaged in transactions, 

practices and courses of business which would and/or did operate as a fraud and deceit on 

one or more advisory clients and/or prospective clients. 

45. While engaging in the course of conduct described above, Defendant acted at 

least negligently. 

46. By reason of the foregoing, Defendant has violated and, unless enjoined, will 

continue to violate Section 206(2) of the Advisers Act. 

PRAYER FOR RELIEF 
 

 WHEREFORE, the Commission seeks the following relief: 

I. 

Findings of fact and conclusions of law, pursuant to Rule 52 of the Federal Rules of 

Civil Procedure, finding that Defendant committed the violations alleged herein.  

II.  

Permanent injunctions enjoining Defendant from violating, directly or indirectly, 

Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1), (2) and (3)], Section 

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b) and (c) thereunder [17 

C.F.R. § 240.10b-5(a), (b) and (c)] and Sections 206(1) and 206(2) of the Investment Advisers 

Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

III.  

 An order requiring the disgorgement by Defendant of all ill-gotten gains or unjust 

enrichment with prejudgment interest, to effect the remedial purposes of the federal securities 

laws. 

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IV. 

An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 

21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 209(e) of the Advisers Act 

[15 U.S.C. § 80b-9(e)] imposing civil penalties against Defendant. 

V.  

 Such other and further relief as this Court may deem just, equitable, and appropriate in 

connection with the enforcement of the federal securities laws and for the protection of 

investors. 

Dated: June 13, 2023. 
Respectfully submitted, 

 
/s/ Robert F. Schroeder 
Robert F. Schroeder 
Senior Trial Counsel 
Georgia Bar No. 001390 
Tel: (404) 942-0688 
Email: [email protected] 

 
       M. Graham Loomis 

Regional Trial Counsel 
Georgia Bar No. 457868 
Tel: (404) 842-7622 
Email: [email protected] 

 
 

COUNSEL FOR PLAINTIFF 
U.S. Securities and Exchange Commission 
Atlanta Regional Office 
950 East Paces Ferry Road, N.E., Suite 900 
Atlanta, GA  30326-1382 

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mailto:[email protected]
mailto:[email protected]

	39. Paragraphs 1 through 26 are hereby re-alleged and are incorporated herein by reference.
	40. At times between approximately November 2013 and August 2022, Defendant, acting as an investment adviser, using the mails and the means and instrumentalities of interstate commerce, directly and indirectly, employed devices, schemes and artifices ...
	41. In engaging in such conduct, Defendant acted with scienter,    that is, is, with intent to deceive, manipulate or defraud or acted with a severely reckless disregard for the truth.
	42. By reason of the foregoing, Defendant has violated and, unless enjoined, will continue to violate Section 206(1) of the Advisers Act.
	43. Paragraphs 1 through 26 are hereby re-alleged and are incorporated herein by reference.
	44. At times between approximately November 2013 and August 2022, Defendant, acting as an investment adviser, by the use of the mails and the means and instrumentalities of interstate commerce, directly and indirectly, engaged in transactions, practic...
	46. By reason of the foregoing, Defendant has violated and, unless enjoined, will continue to violate Section 206(2) of the Advisers Act.
	PRAYER FOR RELIEF