SEC v. WAYNE H. MCLEAN; and JOAN E. POWELL, No. 2:23-cv-02333, Eastern District of New York (May 9, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Lindsay S. Moilanen
Chevon Walker
John C. Lehmann
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl St.
Suite 20-100
New York, NY 10004-2616
(212) 336-0090 (Walker)
[email protected]

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

WAYNE H. MCLEAN and
JOAN E. POWELL,

                                             Defendants,

COMPLAINT

2:23-cv-02333

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint
against Defendants Wayne H. McLean (“McLean”) and Joan E. Powell (“Powell”) (collectively
“Defendants”), alleges as follows:
SUMMARY
1. This action arises from McLean’s and Powell’s participation in a global
securities offering fraud targeting thousands of retail investors, orchestrated by Roger Nils-

Jonas Karlsson ("Karlsson") through his entity Eastern Metal Securities ("EMS").
1
Through
this fraudulent scheme, Defendants and Karlsson enticed and defrauded investors
of their funds
with the false promise
of astronomical returns tied to the price of gold, resulting from nominal
investments in securities.
2. From approximately November 2012 to June 2019, through EMS's website,
Karlsson, using various aliases, orchestrated a fraudulent scheme in which he offered and sold
shares
of a "Pre Funded Reversed Pension Plan" ("PFRPP") that Karlsson claimed to be the
world's first online investment
of such type.  The EMS website falsely boasted that its
investment platform was run by award-winning economists and other professionals from South
Africa and Switzerland. In fact, the EMS PFRPP shares were worthless and Karlsson stole
millions from investors.
3. McLean and Powell, who are siblings, participated in Karlsson's fraudulent
scheme. Specifically, McLean regularly offered and sold EMS PFRPP shares to investors,
including by making solicitations through podcasts from at least August 2014 through June
2019.  During these podcasts, McLean made materially false and misleading statements
concerning the potential payout
of EMS PFRPP shares, EMS management and its work with the
Commission staff
to comply with regulatory requirements, and the nature and offering of EMS
PFRPP shares. For her part, during approximately January 2015 through June 2019, Powell
In a criminal matter related to this conduct, Karlsson pied guilty to securities fraud, 15 U.S.C. §§ 78j(b)
and 78ff, 17 C.F.R. § 240. l0b-5, among other charges, and was sentenced to
15 years of incarceration, and ordered
to
pay restitution of$8,491,396.33 and was ordered to forfeit $16,263,820, as well as certain properties. United
States
v. Roger Karlsson, 19-cr-340 (N.D. Cal.). Also, in a parallel civil action filed by the Commission, Karlsson
consented to a final
judgment enjoining him from violating Sections 5 and 17(a) of the Securities Act of 1933 [15
U.S.C.
§§ 77e and 77q(a)] and Section l0(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and Rule
l0b-5 thereunder [15 U.S.C. § 240. l0b-5] and ordering disgorgement and prejudgment interest, which was deemed
satisfied
by the restitution and forfeiture orders in the criminal case. SEC v. Roger Nils-Jonas Karlsson, 20-cv-
4615-ST (E.D.N.Y.).
2

collected and forwarded investor money to accounts controlled by Karlsson and accounts of
others for ultimate transfer to Karlsson. Additionally, McLean and Powell each retained a
portion
of the investors' funds they collected for their own personal use despite claiming to
investors that they were performing these functions for free.
VIOLATIONS
4. By virtue of the foregoing conduct and as alleged further herein, McLean
violated Section 17(a)
of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)]; and
Section l0(b)
of the Securities Exchange Act of 1934 ("Exchange Act") [15 U. S.C. §  78j(b)]
and Rule 1 0b-5 thereunder [
17 C.F .R. § 240.1 0b-5].
5.
By virtue of the foregoing conduct and as alleged further herein, Powell violated
Sections 17(a)(l) and 17(a)(3)
of the Securities Act [15 U.S.C. §§ 77q(a)(l) and (3)]; and
Section l0(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder
[17 C.F.R.
§§ 240.10b-5(a) and (c)].
6. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses
of business set forth in this Complaint or in acts, practices,
transactions, and courses
of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
7. The Commission brings this action pursuant to the authority conferred upon it by
Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Section
21(d)
of the Exchange Act [15 U.S.C. § 78u(d)].
8. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they received as a result
of the violations
3

alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(3), 2l(d)(5), and 21(d)(7) [15 U.S.
C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering
Defendants to pay civil money penalties pursuant to Section 20(d)
of the Securities Act [15
U. S.C § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; (d)
permanently prohibiting Defendants from serving as an officer or director
of any company that
has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 781] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.
C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)]; and (e) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
9. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27
of the Exchange Act [15 U.S.C. § 78aa].
10. Defendants, directly and indirectly, have made use of the means or
instrumentalities
of interstate commerce or of the mails in connection with the transactions,
acts, practices, and courses of business alleged herein.
11. Venue lies in this District under Section 22(a)
of the Securities Act [15 U.S.C.
§ 78v(a)] and Section 27
of the Exchange Act [15 U.S.C. § 78aa]. Certain of the acts, practices,
transactions, and courses of business alleged in this Complaint occurred within the Eastern
District
of New York. McLean and Powell communicated with and received funds from EMS
investors located in this District.
DEFENDANTS
12. McLean, age 64, resides in Lithonia, GA.  McLean has never been registered
with the Commission and holds no securities licenses.
4

13. Powell, age 68, resides in Mount Kisco, NY.  Powell has never been registered
with the Commission and holds no securities licenses. Powell is McLean's sister.
RELATED INDIVIDUAL AND ENTITY
14. Karlsson is a Swedish citizen who is currently incarcerated in the United States
for orchestrating the EMS scheme.
15. EMS was an entity with no known corporate structure that maintained an
Internet presence through the website www.easternrnetalsecurities.com. EMS claimed to offer
securities backed by a PFRPP tied
to the value of gold.
TOLLING AGREEMENTS
16. McLean has entered into tolling agreements with the Commission, tolling and
suspending the running
of the statute of limitations applicable to this action for the period of
November 1, 2022 through April 27, 2023.
17. Powell has entered into tolling agreements with the Commission, tolling and
suspending the running
of the statute of limitations applicable to this action for the period of
November 1,  2022 through April 27, 2023.
FACTS
18. From at least August 2014 through June 2019, Defendants participated in the
EMS scheme by inducing investors
to send money to Defendants for purported investment in a
PFRPP through the purchase
of shares, which Defendants then misappropriated by transferring
investor funds
to Karlsson-controlled accounts, transferring investor funds to others for ultimate
transfer
to Karlsson, or using investor funds for their own personal expenses.
5

19. Karlsson, through EMS, defrauded investors in the United States and around the
world by enticing them with the false promise
of astronomical returns resulting from the
purchase
of EMS PFRPP shares, the value of such were purportedly tied to the vahie of gold.
20. According to the EMS website, investment in the purportedly PFRPP-backed
shares was fully guaranteed,
EMS PFRPP shares would generate returns for investors, and the
risk
ofloss was "totally eliminated" because the PFRPPs were already funded through a "BG
Bank Guaranteed Note." According
to the website, the PFRPP accounts "only await[ ed] for
individuals
to put their names on these accounts to be able to benefit from the payout amount."
21. The EMS website asserted that after the purchase
of shares at prices of $3 8 and
$98, investors would ultimately receive a payout for each share purchased equal
to the value of
1.15 kilograms of gold. In fact, no such payouts occurred.
22.   Based upon the foregoing, investments in the EMS PFRPP were offered and sold
as "investment contracts," and thus securities within the meaning of Section 2(a)(l) of the
Securities Act [15 U.S.C. § 77b(a)(l)] and Section 3(a)(10)
of the Exchange Act [15 U.S.C. §
78c(a)(I0)].
I. McLean Made Material Misrepresentations to Investors
23. Karlsson and others, including McLean, promoted the purchase of EMS PFRPP
shares through websites, podcasts, and direct contact with potential investors.
24. Specifically, from at least August 2014
to June 2019, McLean touted EMS
PFRPP shares in podcasts and emails he sent
to investors, extolling the purported benefits of the
investment and providing commentary promoting the investment
as explained in EMS website
postings and emails sent
to investors reiterating such information created by Karlsson using
Karlsson's aliases.
6

25. On podcasts, to induce investors to send money to purchase EMS PFRPP shares,
McLean made a number
of misrepresentations to potential and existing investors, which he
knew or recklessly disregarded were false and misleading.
26. During an August
19, 2014 podcast, McLean falsely told investors that EMS was
working with the Commission
to "work[] out a plan" for the investment.
27. This was not true.  EMS management was not working with the Commission
concerning its offering
of investments in the PFRPP.
28. Additionally, on
an October 23, 2018 podcast, McLean told investors that EMS
had offices located in a secure building in New York, where investors will be invited at a later
payout date, and referred to EMS investors
as new "millionaire[ s ]/billionaire[ s]."
29.
In reality, there would be no payout for the investors.
30. While McLean often told investors that EMS PFRPP shares would only be
available for purchase for a short time and the payout was soon, he continued offering the
shares for years and the payout never materialized.
31. On a September
16, 2014 podcast, McLean told investors that while EMS was in
"the payout phase," they are still offering shares
to "individuals who want to secure more shares
who did not have the opportunity
to do so when they thought it closed" and "they are offering
shares for a few more days for individuals who want them."
32. Despite that assertion, McLean continued
to offer shares throughout the years.
On a podcast
as late as April 2, 2019, McLean offered EMS PFRPP shares for purchase.
33. Also, on several podcasts in which he encouraged investors to purchase EMS
PFRPP shares, McLean often mentioned that an individual by the name
of"Mr. X" was
involved in EMS operations.
7

34. In email correspondence and podcasts with investors, McLean repeatedly
identified "Mr.
X" as the Chairman of the Federal Reserve.
35. For example, in a November 27, 2018 podcast, McLean read correspondence to
investors, purportedly from the CEO
of EMS, which falsely stated that "Mr. X ... the recently
appointed and
16
th
Chairman of the Federal Reserve," was personally involved with EMS and
had recently met with the company's CEO.
36. In fact, EMS had no connection to the then Chairman
of the Board of Governors
of the Federal Reserve System.
37. Additionally, McLean falsely asserted that
he and his sister, Powell, were
helping people invest in EMS for free.
38. For example, during a May 5, 2015 podcast, McLean told investors that he and
Powell have never been, nor encouraged to be, employed
by EMS.
3
9. Likewise, in a June 11, 2019 podcast, McLean told investors that he and Powell
"have helped thousands
of individuals, over the years, to understand what this investment is
about
... as well as facilitating the purchase of shares ... We don't get paid for it."
40. In reality, McLean and Powell misappropriated funds that EMS investors sent
them to purchase shares, including spending investor funds on their personal expenses.
41. Also through podcasts and emails, during approximately August 2014 to June
2019, McLean falsely told investors that they would only receive their promised EMS
investment "payout"
if they (a) sent their money to EMS through money mover accounts,
including accounts controlled
by Powell or himself, (b) provided self-identifying documentation
for purported "know your customer" obligations, (c) signed a non-disclosure agreement, and (d)
did not disparage EMS to others.
8

42. Throughout the EMS scheme, McLean also repeatedly lied to investors about the
value
of EMS PFRPP shares to encourage their purchase.
43. On an April
14, 2015 podcast, McLean told investors that he was "very
knowledgeable into [sic] the financial markets
as well as international banking and finance" and
that EMS PFRPP shares that previously sold for less than $100, now had a value
of
approximately $44,000, equal to that of 1.15 kg of gold.
44. Years later, on a June 19, 2018 podcast, McLean told investors that the
unrealized value
of an EMS PFRPP share was $45,678.
45. In fact, EMS PFRPP shares had no value and were not tied
to the value of gold.
46. McLean knew or
rec~lessly disregarded that each of the foregoing statements he
made to potential and existing EMS investors was false and misleading.
II. McLean and Powell Misappropriated EMS Investors' Funds
4 7. McLean and Powell directed investors to send funds for investment in the EMS
PFRPP to certain accounts beneficially owned or controlled by money movers who facilitated
the scheme.
48. Money movers, including McLean and Powell, collected funds in accounts from
hundreds
of investors seeking to invest in the EMS PFRPP and then transferred investor assets
to accounts that Karlsson controlled or other money mover accounts for ultimate transfer to
Karlsson. Karlsson then misappropriated assets transferred
to him.
49. Specifically, Powell served
as a money mover in the United States for Karlsson.
50. During at least August 2014 through June 2019, Powell participated in McLean's
podcasts where EMS PFRPP shares were offered and regularly communicated with EMS
investors through email and calls.
9

51. During this period, Powell was regularly copied on emails from EMS investors
to Karlsson (or his alias accounts), wherein investors frequently communicated concerns, issues,
and questions about their EMS investments.
52. During approximately August 2014 through June 2019, on podcasts and in
emails, Powell directed investors
to send their funds to accounts she controlled, purportedly for
investment in the EMS PFRPP; however, upon receipt, Powell transferred investors' assets to
Karlsson controlled accounts or other money mover accounts for ultimate transfer
to Karlsson,
not an EMS account.
53. During approximately January 2015 through June 2019, Powell collected over
$1.99 million from EMS investors, the majority
of which Powell transferred to accounts
controlled by Karlsson or other money mover accounts for ultimate transfer
to Karlsson, as part
of the EMS PFRPP scheme.
54. Powell converted some investor funds she received into cryptocurrency, which
she then transferred to Karlsson-controlled accounts or other money mover accounts for
ultimate transfer to Karlsson, as part
of the EMS PFRPP scheme.
55. At no point did Powell transfer EMS investor assets she received
to accounts
held by EMS.
56. Also, between approximately January 2015 and June 2019, Powell spent
thousands
of dollars of EMS investors' funds she collected on her personal expenses, such as
credit card payments, nail salon charges, and store items.
57. For example, Powell spent investor funds on personal expenses in December
2017.

58. On or about December 7, 2017, one of Powell's personal bank accounts ("Powell
Account") had a balance
of less than $2,600.
59. Between approximately December
8, 2017 and December 26, 2017, Powell
received over $18,000
in deposits into the Powell Account from investors seeking to purchase
EMS PFRPP shares.
60. Throughout the month
of December 2017, out of the Powell Account, Powell
transferred just over $1,000
to another money mover account for ultimate transfer to Karlsson,
withdrew approximately $6,000 in cash, and spent over $9,000 on personal expenses such
as
credit card payments, store goods, insurance, utilities, fuel, and parking costs.
61. While EMS investor deposits into the Powell Account were comingled with
deposits from other sources throughout December 2017, those other source deposits did not
amount to the over $15,000 Powell collectively withdrew in cash and spent on personal
expenses.
62. Powell did not disclose
to EMS investors that she would retain a portion of
investors' funds for her personal use.
63. Powell knew or recklessly disregarded that she was engaged in manipulative,
deceptive, and fraudulent conduct by, among other things, directing investors
to send her money
for purported investments in the EMS PFRPP; accepting investor assets; spending EMS
investors' funds on her personal expenses; and transferring EMS investors' funds
to Karlsson
and accounts
of other money movers for ultimate transfer to Karlsson, as opposed to EMS
controlled accounts.
64. McLean also collected and transferred investor assets,
as part of the scheme.
Between approximately January 2015 and June 2019, while encouraging investors
to send him
11

money to purchase EMS PFRPP shares, McLean collected over $250,000 from investors for
purported investment in the EMS PFRPP,
of which he then transferred over $40,000 to accounts
controlled by Powell,
as part of the EMS PFRPP scheme.
65. At no point did McLean transfer investor assets, which investors sent him for the
purported purchase
of EMS PFRPP shares, to accounts held by EMS.
66. Between approximately January 2015 and June 2019, McLean too spent
thousands
of dollars of EMS investor funds on his personal expenses, such as food and store
goods.
67. For example, between March 2015 and May 2015, McLean received over
$13,000 into one
of his personal bank accounts ("McLean Account A") from investors for the
purchase
of EMS PFRPP shares.
68. Prior
to receipt of investor funds beginning in March 2015, McLean Account A
had a balance
of $0.
69. After receipt of investor funds into McLean Account A, between March 2015
and May 2015, McLean withdrew approximately $3,600 in cash and spent over $1,200 on
personal expenses, including store goods, utilities, and fuel.
70. Additionally, on or about October
7, 2016, McLean received over $1,000 into
another one
of his personal checking accounts ("McLean Account B") from an investor for the
purchase
of EMS PFRPP shares.
71. Prior
to the investor's October 7, 2016 deposit into McLean Account B, the
account had a negative balance.
12

72. After receipt of the investor's funds into McLean Account B, through October
11, 2016, McLean spent approximately $750 from that account on personal expenses, including
school-related fees, store goods, food, fuel, and phone-related payments.
73. McLean did not disclose to EMS investors that he would retain investors' funds
for his personal use.
74. McLean knew or recklessly disregarded that he was engaged in manipulative,
deceptive, and fraudulent conduct by, among other things, directing investors
to send him
money for purported investments in the EMS PFRPP, spending EMS investors' funds on his
personal expenses, and transferring EMS investors' funds to Powell.
FIRST CLAIM FOR RELIEF
Violations
of Securities Act Section 17(a)
(McLean)
75. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 74.
76. Defendant McLean, directly or indirectly, singly
or in concert, in the offer or sale
of securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails has, (1) knowingly or recklessly employed one or more
devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently obtained
money or property by means
of one or more untrue statements of a material fact or omissions of
a material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading, and/or (3) knowingly, recklessly, or negligently
engaged in one or more transactions, practices, or courses
of business which operated or would
operate as a fraud or deceit upon the purchaser.
77. By reason
of the foregoing, Defendant McLean, directly or indirectly, violated
13

and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations
of Securities Act Sections 17(a)(l) and (3)
(Powell)
78. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 74.
79. Defendant Powell, directly or indirectly, singly
or in concert, in the offer or sale
of securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails has, (1) knowingly or recklessly employed one or more
devices, schemes or artifices to defraud, and/or (2) knowingly, recklessly, or negligently
engaged in one or more transactions, practices, or courses
of business which operated or would
operate as a fraud or deceit upon the purchaser.
80. By reason
of the foregoing, Defendant Powell, directly or indirectly, violated
and, unless enjoined, will again violate Securities Act Sections 17(a)(l) and (3) [15 U.S.C.
§§ 77q(a)(l) and (3)].
THIRD CLAIM FOR RELIEF
Violations
of Exchange Act Section 1 O(b) and Rule 1 Ob-5 Thereunder
(McLean)
81. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 74.
82. Defendant McLean, directly or indirectly, singly or in concert, in connection
with the purchase or sale
of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities
of a national securities exchange, knowingly or
recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements
of a material fact or omitted to state one or more material facts
14

necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) engaged in one
or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
83. By reason
of the foregoing, Defendant McLean, directly or indirectly, singly or
in concert, has violated and, unless enjoined, will again violate Exchange Act Section 1 0(b) [ 15
U.S.C. § 78j(b)] and Rule l0b-5 thereunder [17 C.F.R. § 240.l0b-5].
FOURTH CLAIM FOR RELIEF
Violations
of Exchange Act Section lO(b) and Rules 10b-5(a) and (c) Thereunder
(Powell)
84. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 74.
85. Defendant Powell, directly
or indirectly, singly or in concert, in connection with
the purchase
or sale of securities and by the use of means or instrumentalities of interstate
commerce,
or the mails, or the facilities of a national securities exchange, knowingly or
recklessly has (i) employed one
or more devices, schemes, or artifices to defraud, and/or
(ii) engaged in one or more acts, practices,
or courses of business which operated or would
operate as a fraud
or deceit upon other persons.
86.
By reason of the foregoing, Defendant Powell, directly or indirectly, singly or in
concert, has violated and, unless enjoined, will again violate Exchange Act Section lO(b) [
15
U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].
15

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently restraining and enjoining McLean and Powell, their agents, servants,
employees
and attorneys and all persons in active concert or participation with any of them
from violating, directly
or indirectly, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]
and Section
l0(b) ofthe Exchange Act [15 U.S.C. § 78j(b)] and Rule l0b-5 thereunder [17
C.F.R. §
240.l0b-5];
II.
Barring McLean and Powell, pursuant to Section 20(e) of the Securities Act [15 U.S.C.
§ 77t(e)]
and Section 2l(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] from acting as an
officer
or director of any issuer that has a class of securities registered pursuant to Section 12 of
the Exchange Act [15 U.S.C. § 781] or that is required to file reports pursuant to Section 15(d)
of the Exchange Act [15 U.S.C. § 78o(d)]; and
III.
Ordering McLean and Powell to disgorge all ill-gotten gains they received directly or
indirectly, with prejudgment interest thereon, as a result of the alleged violations pursuant to
Exchange
Act Sections 21(d)(3), 21(d)(5), and 2l(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and
78u(d)(7)];
16

IV.
Ordering McLean and Powell to
pay civil monetary penalties under Section 20(d) of
the Securities Act [15 U.S.C. §   77t(d)] and Section 2l(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)]; and
V.
Granting any other and further relief this Court may deem just and proper.
DEMAND FOR JURY TRIAL
Pursuant to Rule 38
of the Federal Rules of Civil Procedure, the Commission demands
trial
by jury in this action issues so triable.
Dated:
New York, New York
March 27, 2023
Respectfully submitted,
~4#
Antonia M. Apps
Thomas
P. Smith, Jr.
Lindsay S. Moilanen
Chevon Walker
John
C. Lehmann
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York,
NY 10004
(212) 336-0090 (Walker)
[email protected]
Attorneys for Plaintiff
17

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr. 
Lindsay S. Moilanen 
Chevon Walker 
John C. Lehmann 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl St.  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0090 (Walker) 
[email protected]   
 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 
 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
WAYNE H. MCLEAN and 
JOAN E. POWELL,    
  
                                             Defendants,  
 
 

 
 
COMPLAINT 

   
2:23-cv-02333 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
 

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

against Defendants Wayne H. McLean (“McLean”) and Joan E. Powell (“Powell”) (collectively 

“Defendants”), alleges as follows: 

SUMMARY 

1. This action arises from McLean’s and Powell’s participation in a global 

securities offering fraud targeting thousands of retail investors, orchestrated by Roger Nils-

Case 2:23-cv-02333   Document 1   Filed 03/27/23   Page 1 of 17 PageID #: 1



Jonas Karlsson ("Karlsson") through his entity Eastern Metal Securities ("EMS"). 1 Through 

this fraudulent scheme, Defendants and Karlsson enticed and defrauded investors of their funds 

with the false promise of astronomical returns tied to the price of gold, resulting from nominal 

investments in securities. 

2. From approximately November 2012 to June 2019, through EMS's website, 

Karlsson, using various aliases, orchestrated a fraudulent scheme in which he offered and sold 

shares of a "Pre Funded Reversed Pension Plan" ("PFRPP") that Karlsson claimed to be the 

world's first online investment of such type. The EMS website falsely boasted that its 

investment platform was run by award-winning economists and other professionals from South 

Africa and Switzerland. In fact, the EMS PFRPP shares were worthless and Karlsson stole 

millions from investors. 

3. McLean and Powell, who are siblings, participated in Karlsson's fraudulent 

scheme. Specifically, McLean regularly offered and sold EMS PFRPP shares to investors, 

including by making solicitations through podcasts from at least August 2014 through June 

2019. During these podcasts, McLean made materially false and misleading statements 

concerning the potential payout of EMS PFRPP shares, EMS management and its work with the 

Commission staff to comply with regulatory requirements, and the nature and offering of EMS 

PFRPP shares. For her part, during approximately January 2015 through June 2019, Powell 

In a criminal matter related to this conduct, Karlsson pied guilty to securities fraud, 15 U.S.C. §§ 78j(b) 
and 78ff, 17 C.F.R. § 240. l0b-5, among other charges, and was sentenced to 15 years of incarceration, and ordered 
to pay restitution of$8,491,396.33 and was ordered to forfeit $16,263,820, as well as certain properties. United 
States v. Roger Karlsson, 19-cr-340 (N.D. Cal.). Also, in a parallel civil action filed by the Commission, Karlsson 
consented to a final judgment enjoining him from violating Sections 5 and 17(a) of the Securities Act of 1933 [15 
U.S.C. §§ 77e and 77q(a)] and Section l0(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and Rule 
l0b-5 thereunder [15 U.S.C. § 240. l0b-5] and ordering disgorgement and prejudgment interest, which was deemed 
satisfied by the restitution and forfeiture orders in the criminal case. SEC v. Roger Nils-Jonas Karlsson, 20-cv-
4615-ST (E.D.N.Y.). 

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collected and forwarded investor money to accounts controlled by Karlsson and accounts of 

others for ultimate transfer to Karlsson. Additionally, McLean and Powell each retained a 

portion of the investors' funds they collected for their own personal use despite claiming to 

investors that they were performing these functions for free. 

VIOLATIONS 

4. By virtue of the foregoing conduct and as alleged further herein, McLean 

violated Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)]; and 

Section l0(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] 

and Rule 1 0b-5 thereunder [ 17 C.F .R. § 240.1 0b-5]. 

5. By virtue of the foregoing conduct and as alleged further herein, Powell violated 

Sections 17(a)(l) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(l) and (3)]; and 

Section l0(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder 

[17 C.F.R. §§ 240.10b-5(a) and (c)]. 

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

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

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

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

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

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

8. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations 

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alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections 

21(d)(3), 2l(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering 

Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 

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

permanently prohibiting Defendants from serving as an officer or director of any company that 

has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 781] or that is 

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

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)] ; and (e) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

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

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

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

instrumentalities of interstate commerce or of the mails in connection with the transactions, 

acts, practices, and courses of business alleged herein. 

11. Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C. 

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

transactions, and courses of business alleged in this Complaint occurred within the Eastern 

District of New York. McLean and Powell communicated with and received funds from EMS 

investors located in this District. 

DEFENDANTS 

12. McLean, age 64, resides in Lithonia, GA. McLean has never been registered 

with the Commission and holds no securities licenses. 

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13. Powell, age 68, resides in Mount Kisco, NY. Powell has never been registered 

with the Commission and holds no securities licenses. Powell is McLean's sister. 

RELATED INDIVIDUAL AND ENTITY 

14. Karlsson is a Swedish citizen who is currently incarcerated in the United States 

for orchestrating the EMS scheme. 

15. EMS was an entity with no known corporate structure that maintained an 

Internet presence through the website www.easternrnetalsecurities.com. EMS claimed to offer 

securities backed by a PFRPP tied to the value of gold. 

TOLLING AGREEMENTS 

16. McLean has entered into tolling agreements with the Commission, tolling and 

suspending the running of the statute of limitations applicable to this action for the period of 

November 1, 2022 through April 27, 2023. 

17. Powell has entered into tolling agreements with the Commission, tolling and 

suspending the running of the statute of limitations applicable to this action for the period of 

November 1, 2022 through April 27, 2023. 

FACTS 

18. From at least August 2014 through June 2019, Defendants participated in the 

EMS scheme by inducing investors to send money to Defendants for purported investment in a 

PFRPP through the purchase of shares, which Defendants then misappropriated by transferring 

investor funds to Karlsson-controlled accounts, transferring investor funds to others for ultimate 

transfer to Karlsson, or using investor funds for their own personal expenses. 

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19. Karlsson, through EMS, defrauded investors in the United States and around the 

world by enticing them with the false promise of astronomical returns resulting from the 

purchase of EMS PFRPP shares, the value of such were purportedly tied to the vahie of gold. 

20. According to the EMS website, investment in the purportedly PFRPP-backed 

shares was fully guaranteed, EMS PFRPP shares would generate returns for investors, and the 

risk ofloss was "totally eliminated" because the PFRPPs were already funded through a "BG 

Bank Guaranteed Note." According to the website, the PFRPP accounts "only await[ ed] for 

individuals to put their names on these accounts to be able to benefit from the payout amount." 

21. The EMS website asserted that after the purchase of shares at prices of $3 8 and 

$98, investors would ultimately receive a payout for each share purchased equal to the value of 

1.15 kilograms of gold. In fact, no such payouts occurred. 

22. Based upon the foregoing, investments in the EMS PFRPP were offered and sold 

as "investment contracts," and thus securities within the meaning of Section 2(a)(l) of the 

Securities Act [15 U.S.C. § 77b(a)(l)] and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 

78c(a)(I0)]. 

I. McLean Made Material Misrepresentations to Investors 

23. Karlsson and others, including McLean, promoted the purchase of EMS PFRPP 

shares through websites, podcasts, and direct contact with potential investors. 

24. Specifically, from at least August 2014 to June 2019, McLean touted EMS 

PFRPP shares in podcasts and emails he sent to investors, extolling the purported benefits of the 

investment and providing commentary promoting the investment as explained in EMS website 

postings and emails sent to investors reiterating such information created by Karlsson using 

Karlsson's aliases. 

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25. On podcasts, to induce investors to send money to purchase EMS PFRPP shares, 

McLean made a number of misrepresentations to potential and existing investors, which he 

knew or recklessly disregarded were false and misleading. 

26. During an August 19, 2014 podcast, McLean falsely told investors that EMS was 

working with the Commission to "work[] out a plan" for the investment. 

27. This was not true. EMS management was not working with the Commission 

concerning its offering of investments in the PFRPP. 

28. Additionally, on an October 23, 2018 podcast, McLean told investors that EMS 

had offices located in a secure building in New York, where investors will be invited at a later 

payout date, and referred to EMS investors as new "millionaire[ s ]/billionaire[ s]." 

29. In reality, there would be no payout for the investors. 

30. While McLean often told investors that EMS PFRPP shares would only be 

available for purchase for a short time and the payout was soon, he continued offering the 

shares for years and the payout never materialized. 

31. On a September 16, 2014 podcast, McLean told investors that while EMS was in 

"the payout phase," they are still offering shares to "individuals who want to secure more shares 

who did not have the opportunity to do so when they thought it closed" and "they are offering 

shares for a few more days for individuals who want them." 

32. Despite that assertion, McLean continued to offer shares throughout the years. 

On a podcast as late as April 2, 2019, McLean offered EMS PFRPP shares for purchase. 

33. Also, on several podcasts in which he encouraged investors to purchase EMS 

PFRPP shares, McLean often mentioned that an individual by the name of"Mr. X" was 

involved in EMS operations. 

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34. In email correspondence and podcasts with investors, McLean repeatedly 

identified "Mr. X" as the Chairman of the Federal Reserve. 

35. For example, in a November 27, 2018 podcast, McLean read correspondence to 

investors, purportedly from the CEO of EMS, which falsely stated that "Mr. X ... the recently 

appointed and 16th Chairman of the Federal Reserve," was personally involved with EMS and 

had recently met with the company's CEO. 

36. In fact, EMS had no connection to the then Chairman of the Board of Governors 

of the Federal Reserve System. 

37. Additionally, McLean falsely asserted that he and his sister, Powell, were 

helping people invest in EMS for free. 

38. For example, during a May 5, 2015 podcast, McLean told investors that he and 

Powell have never been, nor encouraged to be, employed by EMS. 

3 9. Likewise, in a June 11, 2019 podcast, McLean told investors that he and Powell 

"have helped thousands of individuals, over the years, to understand what this investment is 

about ... as well as facilitating the purchase of shares ... We don't get paid for it." 

40. In reality, McLean and Powell misappropriated funds that EMS investors sent 

them to purchase shares, including spending investor funds on their personal expenses. 

41. Also through podcasts and emails, during approximately August 2014 to June 

2019, McLean falsely told investors that they would only receive their promised EMS 

investment "payout" if they (a) sent their money to EMS through money mover accounts, 

including accounts controlled by Powell or himself, (b) provided self-identifying documentation 

for purported "know your customer" obligations, (c) signed a non-disclosure agreement, and (d) 

did not disparage EMS to others. 

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42. Throughout the EMS scheme, McLean also repeatedly lied to investors about the 

value of EMS PFRPP shares to encourage their purchase. 

43. On an April 14, 2015 podcast, McLean told investors that he was "very 

knowledgeable into [sic] the financial markets as well as international banking and finance" and 

that EMS PFRPP shares that previously sold for less than $100, now had a value of 

approximately $44,000, equal to that of 1.15 kg of gold. 

44. Years later, on a June 19, 2018 podcast, McLean told investors that the 

unrealized value of an EMS PFRPP share was $45,678. 

45. In fact, EMS PFRPP shares had no value and were not tied to the value of gold. 

46. McLean knew or rec~lessly disregarded that each of the foregoing statements he 

made to potential and existing EMS investors was false and misleading. 

II. McLean and Powell Misappropriated EMS Investors' Funds 

4 7. McLean and Powell directed investors to send funds for investment in the EMS 

PFRPP to certain accounts beneficially owned or controlled by money movers who facilitated 

the scheme. 

48. Money movers, including McLean and Powell, collected funds in accounts from 

hundreds of investors seeking to invest in the EMS PFRPP and then transferred investor assets 

to accounts that Karlsson controlled or other money mover accounts for ultimate transfer to 

Karlsson. Karlsson then misappropriated assets transferred to him. 

49. Specifically, Powell served as a money mover in the United States for Karlsson. 

50. During at least August 2014 through June 2019, Powell participated in McLean's 

podcasts where EMS PFRPP shares were offered and regularly communicated with EMS 

investors through email and calls. 

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51. During this period, Powell was regularly copied on emails from EMS investors 

to Karlsson (or his alias accounts), wherein investors frequently communicated concerns, issues, 

and questions about their EMS investments. 

52. During approximately August 2014 through June 2019, on podcasts and in 

emails, Powell directed investors to send their funds to accounts she controlled, purportedly for 

investment in the EMS PFRPP; however, upon receipt, Powell transferred investors' assets to 

Karlsson controlled accounts or other money mover accounts for ultimate transfer to Karlsson, 

not an EMS account. 

53. During approximately January 2015 through June 2019, Powell collected over 

$1.99 million from EMS investors, the majority of which Powell transferred to accounts 

controlled by Karlsson or other money mover accounts for ultimate transfer to Karlsson, as part 

of the EMS PFRPP scheme. 

54. Powell converted some investor funds she received into cryptocurrency, which 

she then transferred to Karlsson-controlled accounts or other money mover accounts for 

ultimate transfer to Karlsson, as part of the EMS PFRPP scheme. 

55. At no point did Powell transfer EMS investor assets she received to accounts 

held by EMS. 

56. Also, between approximately January 2015 and June 2019, Powell spent 

thousands of dollars of EMS investors' funds she collected on her personal expenses, such as 

credit card payments, nail salon charges, and store items. 

57. For example, Powell spent investor funds on personal expenses in December 

2017. 

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58. On or about December 7, 2017, one of Powell's personal bank accounts ("Powell 

Account") had a balance of less than $2,600. 

59. Between approximately December 8, 2017 and December 26, 2017, Powell 

received over $18,000 in deposits into the Powell Account from investors seeking to purchase 

EMS PFRPP shares. 

60. Throughout the month of December 2017, out of the Powell Account, Powell 

transferred just over $1,000 to another money mover account for ultimate transfer to Karlsson, 

withdrew approximately $6,000 in cash, and spent over $9,000 on personal expenses such as 

credit card payments, store goods, insurance, utilities, fuel, and parking costs. 

61. While EMS investor deposits into the Powell Account were comingled with 

deposits from other sources throughout December 2017, those other source deposits did not 

amount to the over $15,000 Powell collectively withdrew in cash and spent on personal 

expenses. 

62. Powell did not disclose to EMS investors that she would retain a portion of 

investors' funds for her personal use. 

63. Powell knew or recklessly disregarded that she was engaged in manipulative, 

deceptive, and fraudulent conduct by, among other things, directing investors to send her money 

for purported investments in the EMS PFRPP; accepting investor assets; spending EMS 

investors' funds on her personal expenses; and transferring EMS investors' funds to Karlsson 

and accounts of other money movers for ultimate transfer to Karlsson, as opposed to EMS 

controlled accounts. 

64. McLean also collected and transferred investor assets, as part of the scheme. 

Between approximately January 2015 and June 2019, while encouraging investors to send him 

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money to purchase EMS PFRPP shares, McLean collected over $250,000 from investors for 

purported investment in the EMS PFRPP, of which he then transferred over $40,000 to accounts 

controlled by Powell, as part of the EMS PFRPP scheme. 

65. At no point did McLean transfer investor assets, which investors sent him for the 

purported purchase of EMS PFRPP shares, to accounts held by EMS. 

66. Between approximately January 2015 and June 2019, McLean too spent 

thousands of dollars of EMS investor funds on his personal expenses, such as food and store 

goods. 

67. For example, between March 2015 and May 2015, McLean received over 

$13,000 into one of his personal bank accounts ("McLean Account A") from investors for the 

purchase of EMS PFRPP shares. 

68. Prior to receipt of investor funds beginning in March 2015, McLean Account A 

had a balance of $0. 

69. After receipt of investor funds into McLean Account A, between March 2015 

and May 2015, McLean withdrew approximately $3,600 in cash and spent over $1,200 on 

personal expenses, including store goods, utilities, and fuel. 

70. Additionally, on or about October 7, 2016, McLean received over $1,000 into 

another one of his personal checking accounts ("McLean Account B") from an investor for the 

purchase of EMS PFRPP shares. 

71. Prior to the investor's October 7, 2016 deposit into McLean Account B, the 

account had a negative balance. 

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72. After receipt of the investor's funds into McLean Account B, through October 

11, 2016, McLean spent approximately $750 from that account on personal expenses, including 

school-related fees, store goods, food, fuel, and phone-related payments. 

73. McLean did not disclose to EMS investors that he would retain investors' funds 

for his personal use. 

74. McLean knew or recklessly disregarded that he was engaged in manipulative, 

deceptive, and fraudulent conduct by, among other things, directing investors to send him 

money for purported investments in the EMS PFRPP, spending EMS investors' funds on his 

personal expenses, and transferring EMS investors' funds to Powell. 

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

(McLean) 

75. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 74. 

76. Defendant McLean, directly or indirectly, singly or in concert, in the offer or sale 

of securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails has, (1) knowingly or recklessly employed one or more 

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

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

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

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

engaged in one or more transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

77. By reason of the foregoing, Defendant McLean, directly or indirectly, violated 

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and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)] . 

SECOND CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(l) and (3) 

(Powell) 

78. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 74. 

79. Defendant Powell, directly or indirectly, singly or in concert, in the offer or sale 

of securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails has, (1) knowingly or recklessly employed one or more 

devices, schemes or artifices to defraud, and/or (2) knowingly, recklessly, or negligently 

engaged in one or more transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

80. By reason of the foregoing, Defendant Powell, directly or indirectly, violated 

and, unless enjoined, will again violate Securities Act Sections 17(a)(l) and (3) [15 U.S.C. 

§§ 77q(a)(l) and (3)]. 

THIRD CLAIM FOR RELIEF 
Violations of Exchange Act Section 1 O(b) and Rule 1 Ob-5 Thereunder 

(McLean) 

81. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 74. 

82. Defendant McLean, directly or indirectly, singly or in concert, in connection 

with the purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

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

were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons. 

83. By reason of the foregoing, Defendant McLean, directly or indirectly, singly or 

in concert, has violated and, unless enjoined, will again violate Exchange Act Section 1 0(b) [ 15 

U.S.C. § 78j(b)] and Rule l0b-5 thereunder [17 C.F.R. § 240.l0b-5]. 

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

(Powell) 

84. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 74. 

85. Defendant Powell, directly or indirectly, singly or in concert, in connection with 

the purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly has (i) employed one or more devices, schemes, or artifices to defraud, and/or 

(ii) engaged in one or more acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons. 

86. By reason of the foregoing, Defendant Powell, directly or indirectly, singly or in 

concert, has violated and, unless enjoined, will again violate Exchange Act Section lO(b) [ 15 

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

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PRAYER FOR RELIEF 

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

Judgment: 

I. 
Permanently restraining and enjoining McLean and Powell, their agents, servants, 

employees and attorneys and all persons in active concert or participation with any of them 

from violating, directly or indirectly, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] 

and Section l0(b) ofthe Exchange Act [15 U.S.C. § 78j(b)] and Rule l0b-5 thereunder [17 

C.F.R. § 240.l0b-5]; 

II. 

Barring McLean and Powell, pursuant to Section 20(e) of the Securities Act [15 U.S.C. 

§ 77t(e)] and Section 2l(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] from acting as an 

officer or director of any issuer that has a class of securities registered pursuant to Section 12 of 

the Exchange Act [15 U.S.C. § 781] or that is required to file reports pursuant to Section 15(d) 

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

III. 

Ordering McLean and Powell to disgorge all ill-gotten gains they received directly or 

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

Exchange Act Sections 21(d)(3), 21(d)(5), and 2l(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 

78u(d)(7)]; 

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IV. 

Ordering McLean and Powell to pay civil monetary penalties under Section 20(d) of 

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

§ 78u(d)(3)]; and 

V. 

Granting any other and further relief this Court may deem just and proper. 

DEMAND FOR JURY TRIAL 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands 

trial by jury in this action issues so triable. 

Dated: New York, New York 
March 27, 2023 

Respectfully submitted, 

~4# 
Antonia M. Apps 
Thomas P. Smith, Jr. 
Lindsay S. Moilanen 
Chevon Walker 
John C. Lehmann 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004 
(212) 336-0090 (Walker) 
[email protected] 

Attorneys for Plaintiff 

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	McLean and Powell Complaint - page 1.pdf
	McLean and Powell Complaint - 2-17.pdf