SEC v. SEONG YEOL LEE; and AMERITRUST CORPORATION, No. 3:23-cv-00125, District of Connecticut (Feb. 1, 2023) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

          Plaintiff,

     v.

SEONG YEOL LEE and AMERITRUST
CORPORATION,

          Defendants,

and

BEESPOKE CAPITAL, INC., BEESPOKE
CAPITAL, LLC, ALICE MEE-HYANG CHOI,
APRIL SUE-CHANG LEE, and ELAINE
CHOUNG-HEE LEE,

                        Relief Defendants.

     Civil Action No.

COMPLAINT

     Plaintiff, United States Securities and Exchange Commission (“SEC” or “Commission”)
alleges as follows:
SUMMARY
1. In an ongoing scheme, Connecticut resident Seong Yeol Lee (“Lee”) and his
U.S. company Ameritrust Corporation (“Ameritrust”) (together, “Defendants”) stole millions of
dollars from investors in the Republic of Korea (“Korea”).  Since 2019, Lee has recruited at least
2,000 people to invest in Ameritrust, raising at least $20 million.  Lee absconded with at least
$4 million for his personal use.  He also used investor funds to pay recruiters to solicit more
investors.  Ameritrust is a penny stock company that functions largely to fuel Lee’s scheme.

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2. Lee and Ameritrust have also defrauded investors who purchased Ameritrust
shares in public trading in the U.S. penny stock market.  As a publicly traded company that has
registered securities with the Commission, Ameritrust is required to make periodic public filings
with the Commission containing financial reports and other information concerning the
company’s operations.  Lee and Ameritrust made false and misleading statements in public
filings, including by overstating Ameritrust’s assets by at least $70 billion.
3. Ameritrust is delinquent in making public filings, having last reported on its
financial condition for the quarter ending June 30, 2021.  Lee, however, has continued to solicit
investors in Korea with false promises that Ameritrust will soon be listed on a major U.S. stock
exchange, namely Nasdaq or the New York Stock Exchange (“NYSE”).  The Commission brings
this action on an emergency basis to secure investor funds and hold Defendants liable for their
violations of the federal securities laws.
VIOLATIONS
4. By virtue of the conduct alleged herein, Lee and Ameritrust violated Sections
17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§
77q(a)(1), (2), and (3)], and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange
Act”) [15 U.S.C. §78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§240.10b-5(a),
(b), and (c)].
NATURE OF THE PROCEEDING AND RELIEF SOUGHT
5. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. §77t(b)] and Section 21(d)(1) of the Exchange Act
[15 U.S.C. §78u(d)(1)].

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6. The Commission seeks emergency preliminary relief, including a temporary
restraining order against Defendants as to further violations of the federal securities laws, an
order against Defendants soliciting, accepting, or depositing additional funds from investors, an
asset freeze against Lee, Ameritrust, and relief defendant entities controlled by Lee to preserve
assets necessary to satisfy an eventual judgment against Defendants, and the repatriation of
investor funds fraudulently transferred abroad, including to Korea.
7. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws by engaging in transactions, acts, practices, and courses
of business of the type alleged in this Complaint; (b) ordering Defendants to disgorge any ill-
gotten gains with prejudgment interest thereon, pursuant to Section 21(d)(7) of the Exchange Act
[15 U.S.C. §78u(d)(7)]; (c) ordering each Relief Defendant to disgorge all unjust enrichment
and/or ill-gotten gains, with prejudgment interest thereon; (d) 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)]; (e) barring Lee from acting as an officer or
director of any public company, pursuant to Section 20(e) of the Securities Act [15 U.S.C. §
77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; (f) barring Lee from
participating in any offering of a penny stock, pursuant to Section 20(g) of the Securities Act [15
U.S.C. §77t(g)] and/or Section 21(d)(6) of the Exchange Act [15 U.S.C. §78u(d)(6)]; and
(g) ordering such other and further relief the Court may deem just and proper.
DEFENDANTS
8. Seong Yeol Lee (“Lee”), age 70, is a Korean national who has resided in
Stamford, Connecticut since at least 2020.  He has been Ameritrust’s Chairman, Chief Executive
Officer, and Chief Financial Officer since April 2020.  Lee was Ameritrust’s sole board member
from November 2020, when Ameritrust’s one other board member resigned, until November

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2021, when Lee appointed his daughter to the board.  Lee lived outside of the United States for
portions of the period between 2002 and 2020, including a period when he claims to have been a
lecturer at a university in Korea on the topics of banking and securities.  Prior to 2002, Lee was a
registered representative of a registered broker-dealer in the United States, and held certain
brokerage licenses in the United States, all of which are expired.
9. Ameritrust Corporation (“Ameritrust”) incorporated in Wyoming in April
2020.  Ameritrust was previously incorporated in Michigan and Georgia, with the prior
Ameritrust entities ultimately merging into the Wyoming entity by August 2020.  In August
2020, Ameritrust merged with a publicly traded Nevada company, Gryphon Resources, Inc.
(“Gryphon”) and the combined entity took the Ameritrust name.  Ameritrust purports to be in the
business of acquiring, holding, and developing commercial real estate.  Following its merger
with Gryphon, Ameritrust became a publicly traded company that has registered securities with
the Commission pursuant to Section 12(g) of the Exchange Act.  Ameritrust has filed certain
periodic reports with the Commission, as required by Section 13 of the Exchange Act, but is now
delinquent in required periodic filings.  Ameritrust’s stock is a “penny stock”, meaning it trades
at less than $5.00 per share and is not eligible for listing on a national exchange.  Ameritrust’s
common stock trades on the over-the-counter (“OTC”) market under the ticker symbol “ATCC.”
Since April 2022, Ameritrust stock has been subject to heightened trading restrictions in the
OTC market, because it is delinquent in making current information available to the public.
RELIEF DEFENDANTS
10. Relief Defendant Beespoke Capital, Inc. (“Beespoke Inc.”) is a Connecticut
corporation.  Lee is the president, secretary, and treasurer of Beespoke Inc.  Its principal place of
business is listed as Lee’s home address.  Beespoke Inc.’s predecessor entity was Relief
Defendant Beespoke Capital LLC (“Beespoke LLC”), a Colorado entity registered with the

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Commission and the Financial Industry Regulatory Authority (“FINRA”) as a broker-dealer
from September 2018 to September 2020.  In September 2019, Lee, purportedly acting as
Chairman and President of Ameritrust (which at the time was incorporated in Michigan and not
publicly traded) entered into an agreement to acquire Beespoke LLC.  In early 2020, Beespoke
LLC filed an application with FINRA to continue to operate as a broker-dealer under Lee’s new
ownership, but the process was not completed and Lee never obtained the required approval
from FINRA.  FINRA is a self-regulatory organization that, among other things, administers
membership requirements for brokerage firms and their individual registered representatives.
Lee subsequently changed Beespoke LLC’s domicile from Colorado to Connecticut, and
incorporated it as Beespoke Inc.  Lee has maintained bank accounts in the name of Beespoke Inc.
that hold investor funds.  Between May 2020 and December 2022, Lee transferred over $3.3
million in investor assets to a Korean bank account in the name of Beespoke LLC.  The
payments to Beespoke LLC in Korea were to fund a similarly named entity in Korea that
functioned to recruit Ameritrust investors.
11. Alice Choi, age 36, is a resident of Avon, Connecticut.  She is one of Lee’s
daughters.  Lee provided a cashier’s check to Choi for $500,000 dated July 15, 2021, remitted on
a Beespoke Inc. bank account, which she deposited in her personal bank account.  On November
22, 2021, Ameritrust announced the appointment of Choi as the second member of Ameritrust’s
Board of Directors, along with Lee, but Choi did not provide any services in that capacity.
12. April Lee, age 40, is a resident of Torrington, Connecticut.  She is one of Lee’s
daughters.  April Lee deposited a cashier’s check for $650,000 dated July 15, 2021, remitted on a
Beespoke Inc. bank account and payable to another family member who endorsed the check to
April Lee.  Neither April Lee nor the family member who endorsed the check to her is an
employee of, or provided any services to, Ameritrust or Beespoke Inc.

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13. Elaine Lee, age 42, is a resident of Ashford, Connecticut.  She is one of Lee’s
daughters.  Lee provided a cashier’s check to Elaine Lee for $100,000 dated August 15, 2022,
remitted from a Beespoke Inc. bank account, which Elaine Lee deposited in her personal bank
account.  Elaine Lee is not an employee of, and has not provided any services to, Ameritrust or
Beespoke Inc.
JURISDICTION AND VENUE
14. This Court has jurisdiction over this action pursuant to Sections 20(d)(1) and
22(a) of the Securities Act [15 U.S.C. §§77t(d)(1) and 77v(a)] and Sections 21(d), 21(e), and 27
of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), 78aa].  Venue lies in this district 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].  A substantial portion of the acts, practices, transactions and courses of business
alleged in this Complaint occurred within the District of Connecticut.  Lee resides in this district
and has directed Ameritrust’s corporate activities from this district.
15. In connection with the transactions, acts, practices, and courses of business
alleged in this Complaint, Defendants, directly or indirectly, singly or in concert, made use of the
means or instrumentalities of transportation or communication in interstate commerce, or the
mails.
DEFENDANTS’ ACTS IN VIOLATION OF THE FEDERAL SECURITIES LAWS
Lee’s Acquisition of a Public Company in March 2020
16. In March 2020, Lee purchased a controlling interest in Gryphon.  Gryphon was a
publicly traded penny stock company.  In its annual report for fiscal year 2019, filed with the
Commission, Gryphon reported that it was a shell company with no revenues and that it was
seeking a merger partner.

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17. In June 2020, Lee submitted a public filing with the Commission announcing that
Gryphon was changing its state of domicile from Nevada to Wyoming through a merger into
Ameritrust Corporation in Wyoming.  The filing announced that the combined entity would take
the name Ameritrust Corporation.
18. Since April 2020, Lee has held the titles of Ameritrust’s Chairman, Chief
Executive Officer, and Chief Financial Officer.  Gryphon had one other board member when Lee
purchased the company, but that board member stepped down in November 2020, leaving Lee as
sole director.
19. In November 2021, Ameritrust disclosed in a Commission filing that Lee’s
daughter Alice Choi had been appointed as a board member.  The filing did not disclose any
compensation arrangement for Choi in her role as a board member.  When Ameritrust named
Choi to its board, Lee knew her to be lacking in experience or education with respect to
corporate management.
20. Ameritrust has reported that it has a corporate secretary (referred to hereafter as
the “corporate secretary”), and it has no other designated executive officers or employees besides
Lee.  When Ameritrust named its corporate secretary, Lee knew the corporate secretary to be
lacking in experience or education relating to corporate management.  As alleged below, the
corporate secretary played a significant role in recruiting Ameritrust investors in Korea.
21. As a public company with securities registered with the Commission, Ameritrust
was required to file quarterly and annual reports with the Commission.  Public companies with
securities registered with the Commission are required to file annual reports on Form 10-K and
quarterly reports on Form 10-Q.  Forms 10-K include audited financial statements and narratives
from management concerning the company’s annual performance.  Forms 10-Q include
unaudited financial statements that provide shareholders and the public with an update on the

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public company’s performance throughout the year.  Ameritrust has been delinquent in filing its
quarterly and annual reports, but since April 2020 any filings made by Ameritrust with the
Commission have been signed by Lee.
22. Ameritrust last filed a Form 10-Q for the quarter ended June 30, 2021, and it last
filed a Form 10-K for its fiscal year ended September 30, 2020 (the “2020 Annual Report”).
Public companies that are unable to timely file quarterly or annual reports with the Commission
are required to file a “Notification of Late Filing” explaining the reasons why.  Ameritrust has
not filed a Notification of Late Filing or any other document indicating the reason for its
delinquent quarterly and annual filings or explaining when investors and the Commission might
expect those filings.
Lee’s Solicitation of Korean Investors Beginning in 2019
23. Between July 2019 and November 2022, bank accounts in the United States in the
name of Lee, Ameritrust, and Beespoke Inc. or Beespoke LLC received over $20 million from
individuals in Korea who were recruited to invest in Ameritrust.  Ameritrust’s stock records
reflect approximately 2,000 Korean shareholders, but witnesses in Korea estimate the total
number of investors to be closer to 4,000.
24. Lee and Ameritrust recruited investors via an entity in Korea, also named
Beespoke, LLC (hereafter, “Beespoke Korea”).  Beespoke Korea operated for the purpose of
recruiting Ameritrust investors.  Beespoke Korea recruited investors in Korea through
information sessions, email solicitations, and word of mouth.  The individual identified as
Ameritrust’s corporate secretary was in charge of running Beespoke Korea.
25. According to an individual who worked at Beespoke Korea during 2022
(“Witness 1”), the company had anywhere from four to eight permanent salaried employees, and
approximately ten temporary employees.  Witness 1 describes Beespoke Korea as an investment

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bank that recruits investors for Ameritrust.  Witness 1 now understands Ameritrust to be a
company on paper only, with no real operations and with a nonsensical balance sheet.
26. When Lee and his recruiters began soliciting investors in Korea in 2019,
Ameritrust was not a company with publicly traded stock.  It became a public company after
March 2020 when Lee purchased Gryphon and subsequently merged it with Ameritrust.  In
2019, Ameritrust was a privately held company owned by Lee and organized in Michigan.
27. Beespoke Korea’s recruitment efforts included information sessions at churches.
One such information session took place in July 2019, and was hosted by two individuals who
identified themselves as pastors.  According to an individual (“Witness 2”) who attended the July
2019 information session, the presenters at the information session offered attendees the
opportunity to purchase Ameritrust shares for $1.00 per share.
28. Witness 2 was recruited to host Ameritrust information sessions shortly after the
July 2019 session at the church, and worked as a recruiter until late 2021.  Witness 2 estimates
Ameritrust has recruited over 4,000 investors overall through information sessions.  There were
many elderly attendees at information sessions hosted by Witness 2.  Similarly, Witness 1
estimates that Ameritrust currently has more than 4,000 shareholders in Korea.  Witness 1
understands that most of the Korean investors had limited income and limited education, and that
many of them were elderly.
29. In Witness 2’s experience hosting information sessions, each new investor paid an
average of 34 million Korean won (approximately $26,000) for 26,850 Ameritrust shares.
Witness 2 purchased 26,850 shares at $1.00 per share after the July 2019 information session at
the church.  In and around July 2019, Ameritrust’s bank account received approximately 96
deposits of $26,850 each from Korean investors.  Lee also purported to gift 100,000 shares each
to early Ameritrust investors in 2019.

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30. Over time, Ameritrust information sessions hosts, including Witness 2,
consistently emphasized: (i) that Lee held professional securities licenses and credentials, and
(ii) that Ameritrust would be listed on Nasdaq or NYSE once it raised sufficient capital.
31. According to Witness 2, the presenters at the July 2019 information session
represented that they could guarantee significant investment returns based on inside information
that Ameritrust would split its stock to first increase the share price from $1.00 to $10.00 and
then from $10.00 to $100.00 per share.
32. Lee also made false and misleading statements to investors concerning stock
splits.  Lee wrote in an October 10, 2019 email that Ameritrust had a stock split in September
2019 and that investors who started with 126,850 shares at $1.00 per share now had 1,268,500
shares with a market capitalization of $12,685,000 ($10.00 per share).
1
  In his October 10, 2019
email, Lee wrote that when Ameritrust goes public, the stock price would be between $30 and
$40.  He further wrote that, based on the projected price of $30.00 or $40.00 per share, investors
who held 1,268,500 shares would have between $38 million and $50 million.  Lee wrote in his
October 10, 2019 email that he had bought land in the United States to build investors luxury
homes.  Lee told the investors to not forget the times that they were considered poor.
33. A stock split generally refers to a transaction by a publicly traded company that
increases the number of shares held by existing shareholders, usually reducing the price per
share.  A reverse stock split generally refers to a transaction by a publicly traded company to
reduce the number of shares held by existing shareholders, usually increasing the price per share.
Stock splits and reverse stock splits generally do not impact the overall value of a shareholder’s
holdings, barring other factors.  In a stock split, the price per share decreases in tandem with the

1
   Written communications cited herein include communications translated from Korean.

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increase in issued shares.  In a reverse stock split, the share price increases but the shareholder is
left with fewer shares.  Market capitalization is a method of valuing a company, typically a
publicly traded company, by multiplying the market value of each share by the number of
outstanding shares.  Lee’s statements in October 2019 were false and misleading because
Ameritrust was not a public company in 2019, there was no market for its stock, and the
company had no other real value.  Lee’s statements were also false and misleading because a
stock split (or reverse stock split) does not increase a shareholder’s wealth barring other factors.
34. In his October 10, 2019 email to investors, when Ameritrust was not yet a
publicly traded company, Lee referenced a “private placement offer” with a price of $1.00 per
share.  Lee also wrote that he had previously promised to list Ameritrust on the “highest level” of
Nasdaq by February 15, 2020.  Later, in a November 2022 letter to investors, Lee admitted that
in the past three years he had promised shareholders that he would list the company on Nasdaq.
35. In recruiting investors, Witness 2 recalled using a document called a private
placement memorandum.  A private placement memorandum, or “PPM”” is a document used to
disclose information about an investment that is not part of a public offering.  Witness 2 retained
a copy of a PPM with an effective date of July 15, 2019, around the time that Witness 2 attended
an information session at a church.  The PPM is a lengthy securities offering document, written
in English, and was likely meaningless to most of the Korean investors.  The PPM offered
investments in Ameritrust, described as a Michigan corporation formed as a real estate
investment fund, with Lee as fund manager.  The PPM represented that shares were offered
pursuant to Rule 506(b) promulgated under Section 4(a)(2) of the Securities Act, and that their
resale may be restricted.  Rule 506(b) exempts from public registration requirements certain
securities transactions if they do not include any public offering.  Rule 506(b) offerings are
limited to accredited investors meeting minimum income and net worth requirements, or up to

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thirty-five unaccredited but financially sophisticated investors.  Ameritrust could not rely on
Rule 506(b) because it offered the shares through general solicitation at information sessions,
and without regard to investor accreditation status.  The PPM identified an investment minimum
of $250,000, an amount far greater than amounts received from investors in Korea.  A securities
issuer relying on Rule 506(b) is also required to file a notice with the Commission on “Form D”
within 15 days after the first sale of securities in the offering.  Ameritrust made no Form D filing
in 2019 or at any other time.  The PPM represented that investment proceeds would be escrowed
with the Bank of New York Mellon.  No investor funds were escrowed with the Bank of New
York Mellon.
36. While Witness 2 was recruiting investors, Beespoke Korea representatives told
Witness 2 the share price that he should offer to investors on a given day.  According to Witness
2, Ameritrust manipulated its share price by setting the purchase price on any particular day,
such as $3, $4, or $5 per share.  Witness 2 understood that Lee set the daily price.
37. An October 10, 2019 email from a Beespoke Korea email address, signed by the
person who would later purportedly become Ameritrust’s corporate secretary, represented to
investors that trading among shareholders had caused Ameritrust’s price to rise “drastically.”  It
continued that investors involved in the trading experienced a “once-in-a-lifetime opportunity of
gaining so much money that you wouldn’t have been able to gain just by working forever.”  The
email represented that “[n]ow you are all billionaires” and “the luckiest people alive.”
38. In October 2020, after Lee merged Ameritrust with the public company Gryphon,
Lee caused Ameritrust to begin issuing shares to Korean investors who had sent money for
investment in 2019.   The share issuances were recorded with Ameritrust’s transfer agent in the
United States.  These share issuances were not part of an offering registered with the
Commission, and the shares were therefore not freely tradeable in the U.S. securities market.  On

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or about October 27, 2020, a Beespoke Korea email address distributed to investors a message
from Lee.  Lee now represented that the investors were in fact not qualified to have purchased
Ameritrust shares in a private transaction because they did not meet wealth or income
qualifications.  He also wrote that the investors lacked required investment knowledge and were
inexperienced.  Lee suggested that he had solved this problem by donating stock to the investors,
and this stock was issued with a “proper stock certificate.”  Lee represented falsely that the
Korean investors now held registered shares that were “legally qualified and listed stock.”  Lee
further misrepresented to investors that the shares were registered with the American government
and organizations, and that the investors had been transformed from poor to rich.  Lee’s October
27, 2020 message noted that investors “may be restricted in some trades in America.”  In an
email sent on or about December 4, 2020, however, Lee wrote that “ATCC stocks were available
for trade and to be cashed out on October 20
th
.”  He also wrote on December 4, 2020 that
Ameritrust stock had been registered in the over-the-counter market and could be traded like
other companies.  Lee’s statements were false and misleading.  When Ameritrust issued shares to
the Korean investors in October 2020, the shares were restricted because they were issued
directly from Ameritrust or Lee, and not part of a securities offering registered with the
Commission.  The shares were not freely tradeable in the U.S. securities market at that time.
39. Even if the shares issued to Korean investors in October 2020 could have been
sold in the securities market, the investors held, and continue to hold, a much different
investment than what was promised by Lee.  Ameritrust was not a company listed on Nasdaq or
NYSE, and it had no realistic prospect of being listed on Nasdaq or NYSE.  While many
investors had paid $1.00 per share in the 2019 private offering, Ameritrust’s price per share on
the over-the-counter market on October 27, 2020 was $0.45 per share.  Lee, however, in his
October 27, 2020 email, congratulated investors on now holding purportedly registered shares

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and their “success and new wealth, and a brighter future.”  Lee and his Ameritrust recruiters have
continued the scheme into early 2023, with the same false promise of wealth when Ameritrust is
listed on Nasdaq or NYSE.
40. When investors in Korea sent money to buy shares, the investors did not
understand that their shares would be restricted.  For example, one Korean investor (“Witness
3”), was led to believe that the investor was buying shares of Ameritrust that would be freely
tradeable and that the investor would be able to sell Ameritrust shares.  Witness 3 has said that
Lee continues to promise investors that shares will be unrestricted soon, but that this has not
happened.  According to Witness 2, the former Ameritrust recruiter, investors are angry and
confused about their shares being restricted, and investors are desperate for Lee to fulfill his
promise of making the shares freely tradeable.  According to Witness 2, investors have asked
why Ameritrust is not listed on an exchange or asked why it has been delayed, and Lee has
responded only by threatening to take shares away from ungrateful investors.
41. Witness 1 recalls that Beespoke Korea representatives told potential investors that
Ameritrust would be listed on Nasdaq, and that this would cause its stock price to increase,
making investors wealthy.  Witness 2 similarly recalls that, since 2019, Defendant Lee has
continuously represented to investors that he will list Ameritrust on Nasdaq or NYSE.
According to Witness 2, Ameritrust recruiters have represented to investors that listing on a U.S.
stock exchange will assure an increase in the stock price.  Witness 3 also recalls Lee consistently
representing that Ameritrust would be listed on Nasdaq.  In a September 22, 2019 email to
investors, Lee wrote that Ameritrust was going to be listed at the highest level of Nasdaq, and
compared Ameritrust’s future value to that of Apple, Inc.
42. In November 2022, one of the email accounts used by Beespoke Korea for
investor communications distributed to investors a letter from Lee.  Lee claimed that Ameritrust

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“has started to list in the NYSE for listing promotion. If the trade per share consistently
maintains [$]5, the company will be listed on NYSE in no time. That means the ATCC would be
the first ever company in Korea and China ever to be listed on NYSE. That also comes with
investors being able to open an investment account and will be able to trade with no limit.”
Lee’s statements about the NYSE were misleading because they suggested that Ameritrust had
initiated a NYSE process for listing.  In fact, at the time of Lee’s November 2022 letter (and
thereafter), the NYSE had no record of any Ameritrust application for listing.
43. Lee misled investors by representing that Ameritrust would be listed on Nasdaq or
NYSE.  Requirements for a public company to become listed on Nasdaq or NYSE include a
minimum stock price of $4.00, well above Ameritrust’s stock price.  When Lee sent his
November 2022 letter to investors, Ameritrust’s stock traded at $0.01 per share.  Nasdaq and
NYSE also require companies to be current with required annual reports filed with the
Commission on Form 10-K, which Ameritrust is not.
44. Part of Lee’s scheme included encouraging Korean investors to buy and sell
Ameritrust shares, ostensibly in the OTC market, to meet price and trading volume requirements
for listing on an exchange.  In his November 2022 letter, Lee encouraged investors to purchase
more Ameritrust stock through brokerage accounts, and then to engage in trading at increasing
prices “during the preparation for listing on the NYSE.”  He also made unfounded threats to
discourage selling below a target price of $5.00.  He told investors: “Bid trading is bought and
sold over [$]5 per share. Refrain from selling less than five dollars per share.  Also, do not sell
the share for less than [$]0.25 based on the final price. If caught doing so, you will be accused
and charged with illegal action under the Securities and Exchange Act.”  Lee also encouraged
investors to buy Ameritrust stock at increasing prices over a period of weeks.

16
45. Lee falsely told investors that he would arrange for them to open brokerage
accounts in the United States for purposes of trading Ameritrust stock.  Lee wrote in the
November 2022 letter to investors:  “I will establish a securities firm-investment bank. You
should open an investment account from another securities firm first, and then after that, any
stock transactions and services must be done through our securities firm.  Even though you have
opened an account through a different securities firm, once our securities firm-investment bank is
running, you may make transactions through our firm.”  This was an apparent reference to
Beespoke Inc. or Beespoke LLC, and Lee’s statement was false.  Beespoke LLC’s continuing
membership application with FINRA had lapsed by September 2020, and Lee did not thereafter
take any steps to apply for or renew any broker-dealer registration for either Beespoke LLC or
Beespoke Inc.
46. In his November 2022 letter, Lee told investors to stop making complaints about
Ameritrust and to keep buying Ameritrust shares.  He wrote:  “I am aware that there are many
stockholders that claim the company is a scam and sabotaging the company through rumors and
threatening the owners of the company.  What is it that you exactly want?  Don’t you want to
earn a lot of money and live with successful wealth?”
47. According to Witness 2, a recent Ameritrust information session in Korea was
held on December 14, 2022, with approximately fifty people in attendance, and there are at least
200 people on a waiting list to send money to Lee in the United States because Lee has said he
cannot currently deposit money in the United States.  Witness 1 similarly understood that as of
early January 2023, Beespoke Korea was continuing to hold Ameritrust information sessions.
48. In a January 5, 2023 email to investors, a Beespoke Korea representative wrote
that “2023 will be new year with a new start with the listing of NYSE.”

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Lee’s Misappropriation of Investor Funds
49. Ameritrust reported in its 2020 Annual Report that it had no employees besides
Lee and the corporate secretary, and no revenue.  The 2020 Annual Report disclosed that Lee
and the corporate secretary received no salary and had no arrangements for executive
compensation.  Ameritrust has not otherwise disclosed why millions of dollars of investor funds
belonging to the corporation would be transferred to Lee and his family.
50. According to Witness 2, Lee instructed information session hosts to tell investors
that they should not label money transfers as being for investment purposes, because to do so
purportedly risked the transfers being flagged for a violation of Korean law.  Instead, Witness 2
and others told investors, per Lee’s direction, to indicate on money transfer paperwork that the
transfers were for living expenses.  Witness 1 similarly recalls that Beespoke Korea
representatives told investors not to indicate that their money transfers were for investment or
stock purchases.  Lee did not disclose to investors that portions of their money would be used for
Lee’s personal purposes, for transfer to his family members, or for his recruiting operation to
solicit more investors.  Korean investors, including Witness 3, intended only to make an
investment in Ameritrust, and would have wanted to know if Lee instead was using money for
his own personal purposes.
51. Between July 2019 and January 2022, bank accounts that Lee controlled in the
name of Ameritrust, or in the name of Ameritrust’s privately-held predecessor entities, received
approximately $4.9 million from investors in Korea.  Between May 2020 and May 2021,
accounts that Lee controlled in the name of Beespoke LLC received approximately $11.5 million
from investors in Korea.  In May 2021, Lee opened bank accounts in the name of Beespoke Inc.
and transferred into those accounts the balances, totaling approximately $2 million, from
Beespoke LLC accounts that Lee closed at the same time.  Thereafter, between June 2021 and

18
October 2022, the Beespoke Inc. accounts that Lee controlled received $3.1 million more in
investor assets from Korea.
52. Lee did not disclose to the auditor that audited Ameritrust’s financial statements
for the 2020 Annual Report, nor to any subsequent auditors, that Lee had an account in the name
of Beespoke LLC that at the end of its fiscal year 2020 held nearly $10 million from Korean
investors.
53. Between early 2021 and late 2022, Lee transferred approximately $1.9 million to
Lee’s personal bank accounts from accounts in the name of Ameritrust, Beespoke LLC, and
Beespoke Inc.  In addition, between 2019 and 2022, Lee used over $800,000 in investor funds to
make charitable donations in his own name.
54. Lee also transferred at least $1.25 million in investor funds to family members. In
July 2021, Lee provided Alice Choi with $500,000 in a cashier’s check drawn on a Beespoke
Inc. account.  Also in July 2021, Lee provided another family member with a $650,000 cashier
check drawn on the same Beespoke Inc. account; that family member then signed the check over
to April Lee, who deposited it in her own account.  In August 2022, Lee provided Elaine Lee
with $100,000 drawn from the same Beespoke Inc. account.  None of Lee’s daughters have
provided any services to Ameritrust.
55. When Lee gave Choi the $500,000, he told her that he wanted to pay off her
mortgage so that she could have a nice life.  After Lee learned that Commission staff had issued
Choi a subpoena for investigative testimony, he sent her a text message telling her to “state that
you borrowed the money for the mortgage payments.”  Choi was surprised by the text message
because she did not understand the $500,000 to be a loan when Lee gave it to her.
56. Between May 2020 and November 2022, Lee transferred by wire over
$3.3 million from Beespoke LLC and Beespoke Inc. bank accounts in the United States to a bank

19
account in Korea, with Lee identifying Beespoke LLC as the wire recipient in Korea.  In banking
records, Lee identified the purpose of the payments as including $400,000 for an apartment
purchase, $1 million for client refunds, and the remainder for office expenses, operating
expenses, and salaries.  Ameritrust has not disclosed any employees or operations in Korea, and
the wires to a Korean bank were a dissipation of Ameritrust investor assets, including money
spent on Beespoke Korea’s ongoing recruitment efforts.  Similarly, Lee sent another
approximately $460,000 in investor proceeds to eleven individuals in Korea for salary and
operating expenses.
Ameritrust’s Failure to File Audited Financial Statements
57. Ameritrust has not filed required audited financial statements with the
Commission since its 2020 Annual Report.  In April 2021, Ameritrust reported the resignation of
the auditor that had audited Ameritrust’s financial statements contained in the 2020 Annual
Report.  Ameritrust also announced that it had retained a successor auditor.  Ameritrust has not
publicly reported on its auditor status since April 2021.  The successor auditor in fact performed
no services for Ameritrust.
58. In September 2022, Lee hired a new auditor for Ameritrust’s financial statements
for fiscal year 2021.  The auditor did not perform any audit work and Lee and Ameritrust
terminated the auditor’s engagement in January 2023.
59. Lee falsely claimed in the November 2022 letter to investors that Ameritrust was
going through the final audit review for its delinquent quarterly Forms 10-Q and its fiscal-year
2021 annual report.  Lee also represented that Ameritrust’s fiscal year 2022 audit was underway.
Lee’s statements in the November 2022 letter were false.  As of November 2022, when Lee sent
the letter, Ameritrust’s new auditor had not received required information from Ameritrust

20
necessary to perform audit work for fiscal-year 2021.  In addition, the auditor did not agree to
perform audit work concerning fiscal-year 2022.
Defendants’ False and Misleading Statements in Commission Filings
60. Ameritrust reported in its 2020 Annual Report, filed with the Commission on
Form 10-K and signed by Lee, that it had total assets of approximately $4 million, including less
than $1 million in real estate assets under development.  Ameritrust thereafter filed quarterly
reports for each quarter of its 2021 fiscal year (the quarters ending 12/31/2020, 3/31/2021, and
6/30/2021).  On July 2022, Ameritrust filed amended reports for each 2021 quarter, signed by
Lee.  In the amended quarterly reports, Ameritrust reported $70 billion in Chinese real estate
assets.  Lee knew, however, that Ameritrust had not completed the acquisition of real estate
assets purportedly underlying the $70 billion figure.  On January 12, 2023, Ameritrust’s then-
auditor suggested to Lee that Ameritrust should file with the Commission an interim notice on
Form 8-K to inform the public of the unreliability of financial data reported in the amended
quarterly reports.  Lee admitted to the auditor that Ameritrust did not hold the reported
$70 billion in assets.  Lee fired the auditor on January 18, 2023, and Ameritrust has not filed the
notice suggested by the auditor.  By not disclosing material facts concerning the true status of
Ameritrust’s real estate holdings, Lee and Ameritrust rendered misleading the amended 2021
quarterly reports.
61. Ameritrust reported in its 2020 Annual Report on Form 10-K, signed by Lee, that
it acquired a broker-dealer and was in the process of renewing its regulatory licenses.  This
statement was false.  Beespoke LLC’s continuing membership application with FINRA had
lapsed by September 2020, and Lee did not thereafter take any steps to apply for or renew any
broker-dealer registration for either Beespoke LLC or Beespoke Inc.  Ameritrust also reported
that Beespoke Inc. was inactive pending the renewal of its regulatory licenses.  Lee, however,

21
made regular cash transfers to a bank account in Korea in the name of Beespoke LLC, for
purported “operating expenses.”  In reality, the payments to Beespoke LLC in Korea were for
Lee’s recruiters who found shareholders for Ameritrust.  Between May 2020 and December
2022, Lee transferred over $3.3 million to the account in Korea, of which approximately
$200,000 had been transferred by the 2020 fiscal year end.  Thus, Ameritrust’s statement in its
2020 Annual Report that Beespoke was “inactive” either was false or was rendered misleading
because Ameritrust did not report the amount or nature of material operating expenses for
Beespoke Inc. or Beespoke LLC.
62. Ameritrust reported in its 2020 Annual Report that it had cash assets of
approximately $2.5 million.  This cash balance included certain bank accounts of Beespoke LLC.
Lee, however, did not tell Ameritrust’s auditor about a Beespoke LLC account that received
incoming cash from Korean investors, and which had a balance of nearly $10 million as of the
fiscal year end.  Thus, Ameritrust’s reported cash balance was materially false or at least
rendered misleading by the material understatement of its cash assets.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
Violations of Section 17(a) of the Securities Act [15 U.S.C. 77q(a)]
(As to Defendants Lee and Ameritrust)
63. The Commission realleges and incorporates by reference paragraphs 1 through 62
as if fully set forth herein.
64. By engaging in the acts and conduct alleged above, Lee and Ameritrust directly or
indirectly, in the offer or sale of securities, by use of the means or instruments of transportation
or communication in interstate commerce or by use of the mails, (1) employed devices, schemes,
or artifices to defraud; (2) obtained money or property by means of untrue statements of material
fact or by omitting to state material facts necessary in order to make statements made, in the light

22
of the circumstances under which they were made, not misleading; and (3) engaged in
transactions, practices or courses of business which operated or would operate as a fraud or
deceit upon the purchasers, in violation of Sections 17(a)(1), (2), and (3) of the Securities Act
[15 U.S.C. § 77q(a)(1), (2), and (3)].
SECOND CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
[15 U.S.C. § 78q(b), 17 C.F.R. § 240.10b-5]
(As to Defendants Lee and Ameritrust)
65. The Commission realleges and incorporates by reference paragraphs 1 through 62
as if fully set forth herein.
66. By engaging in the acts and conduct alleged above, Lee and Ameritrust, directly
or indirectly, in connection with the purchase or sale of securities, by the use of means or
instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities
exchange, (1) employed devices, schemes, or artifices to defraud; (2) made untrue statements of
material fact or 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 (3) engaged in acts,
practices, or courses of business which operated or would operate as a fraud or deceit upon other
persons, including purchases and sellers of securities, in violation of Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and subsections (a), (b), and (c) of Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5(a), (b), and (c)].

23
THIRD CLAIM FOR RELIEF
Other Equitable Relief, Including Unjust Enrichment and Constructive Trust
(As to Relief Defendants)
67. The Commission realleges and incorporates by reference paragraphs 1 through 62
as if fully set forth herein.
68. Section 21(d)(5) of the Exchange Act states, “In any action or proceeding brought
or instituted by the Commission under any provision of the securities laws, the Commission may
seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary
for the benefit of investors.”
69. Relief Defendants received ill-gotten funds provided by investors for purposes of
investment in Ameritrust.  Relief Defendants have no legitimate claim to this property.  In equity
and good conscience, Relief Defendants should not be allowed to retain such funds.
70. As a result, Relief Defendants are liable for unjust enrichment and should each be
required to return their share of ill-gotten gains, in an amount to be determined by the Court.
The Court should also impose a constructive trust on the ill-gotten gains in the possession of
Relief Defendants.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
A. Enter a temporary restraining order and preliminary injunction to: (a) prohibit Lee
and Ameritrust from continuing to violate the Securities Act and the Exchange Act; (b) freeze and
repatriate assets of Lee, Ameritrust, Beespoke Inc., and Beespoke LLC; and (c) prohibit Lee and
Ameritrust from soliciting, accepting, or depositing any monies obtained from actual or
prospective investors.
B. Enter a Final Judgment permanently restraining and enjoining Defendants Lee
and Ameritrust, as well as their agents, servants, employees, attorneys, and other persons in active

24
concert or participation with them, from directly or indirectly engaging in the conduct described
above, or in conduct of similar purpose and effect, in violation of:
1. Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and
2. 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].
C. Enter a Final Judgment ordering Defendants Lee and Ameritrust to disgorge their
ill-gotten gains or unjust enrichment, with prejudgment interest thereon, to effect the remedial
purposes of the federal securities laws.
D. Enter a Final Judgment against each Relief Defendant ordering each of them to
disgorge all unjust enrichment and/or ill-gotten gains, with prejudgment interest thereon, to
effect the remedial purposes of the federal securities laws.
E. Enter a Final Judgment ordering Defendants Lee and Ameritrust to pay civil
penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)
of the Exchange Act [15 U.S.C. § 78u(d)];
F. Enter a Final Judgment barring Lee from acting as an officer or director of any
public company, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];
G. Enter a Final Judgment barring Lee from participating in any offering of a penny
stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21(d)(6)
of the Exchange Act [15 U.S.C. §78u(d)(6)];
H. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
I. Grant such other and further relief as this Court may deem just and proper.

25
DEMAND FOR JURY TRIAL
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands a
jury trial in this action of all issues so triable under the claims in this Complaint.
Dated: February 1, 2023              Respectfully submitted,

/s Michael C. Moran
Michael C. Moran (CT phv08741,
     Mass. Bar No. 666885)
Rua M. Kelly (Mass. Bar No. 643351)
Boston Regional Office
33 Arch Street, 24th Floor
Boston, MA  02110
[email protected]
[email protected]
Moran phone:  (617) 573-8931
Kelly phone:   (617) 573-8941
Facsimile:   (617) 573-4590
Counsel for Plaintiff Securities and Exchange
Commission

Local Counsel:

/s David C. Nelson
David C. Nelson
Assistant United States Attorney
United States Attorney’s Office
District of Connecticut
157 Church Street
New Haven, CT 06510
(203) 821-3700
[email protected]

UNITED STATES DISTRICT COURT 
DISTRICT OF CONNECTICUT 

 
 
 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION, 
 
  Plaintiff, 
 
 v. 
 
SEONG YEOL LEE and AMERITRUST 
CORPORATION, 
 
 
  Defendants,  
 
and 
 
BEESPOKE CAPITAL, INC., BEESPOKE 
CAPITAL, LLC, ALICE MEE-HYANG CHOI,  
APRIL SUE-CHANG LEE, and ELAINE 
CHOUNG-HEE LEE,  
 
                        Relief Defendants. 
 

 
 
 
 
 
 
     Civil Action No.  

 
      
 
 
 

COMPLAINT 
 

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

alleges as follows:   

SUMMARY 

1. In an ongoing scheme, Connecticut resident Seong Yeol Lee (“Lee”) and his 

U.S. company Ameritrust Corporation (“Ameritrust”) (together, “Defendants”) stole millions of 

dollars from investors in the Republic of Korea (“Korea”).  Since 2019, Lee has recruited at least 

2,000 people to invest in Ameritrust, raising at least $20 million.  Lee absconded with at least 

$4 million for his personal use.  He also used investor funds to pay recruiters to solicit more 

investors.  Ameritrust is a penny stock company that functions largely to fuel Lee’s scheme.    

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2. Lee and Ameritrust have also defrauded investors who purchased Ameritrust 

shares in public trading in the U.S. penny stock market.  As a publicly traded company that has 

registered securities with the Commission, Ameritrust is required to make periodic public filings 

with the Commission containing financial reports and other information concerning the 

company’s operations.  Lee and Ameritrust made false and misleading statements in public 

filings, including by overstating Ameritrust’s assets by at least $70 billion.   

3. Ameritrust is delinquent in making public filings, having last reported on its 

financial condition for the quarter ending June 30, 2021.  Lee, however, has continued to solicit 

investors in Korea with false promises that Ameritrust will soon be listed on a major U.S. stock 

exchange, namely Nasdaq or the New York Stock Exchange (“NYSE”).  The Commission brings 

this action on an emergency basis to secure investor funds and hold Defendants liable for their 

violations of the federal securities laws.           

VIOLATIONS 

4. By virtue of the conduct alleged herein, Lee and Ameritrust violated Sections 

17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 

77q(a)(1), (2), and (3)], and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange 

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

(b), and (c)]. 

NATURE OF THE PROCEEDING AND RELIEF SOUGHT 

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

Section 20(b) of the Securities Act [15 U.S.C. §77t(b)] and Section 21(d)(1) of the Exchange Act 

[15 U.S.C. §78u(d)(1)]. 

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6. The Commission seeks emergency preliminary relief, including a temporary 

restraining order against Defendants as to further violations of the federal securities laws, an 

order against Defendants soliciting, accepting, or depositing additional funds from investors, an 

asset freeze against Lee, Ameritrust, and relief defendant entities controlled by Lee to preserve 

assets necessary to satisfy an eventual judgment against Defendants, and the repatriation of 

investor funds fraudulently transferred abroad, including to Korea.   

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

from violating the federal securities laws by engaging in transactions, acts, practices, and courses 

of business of the type alleged in this Complaint; (b) ordering Defendants to disgorge any ill-

gotten gains with prejudgment interest thereon, pursuant to Section 21(d)(7) of the Exchange Act 

[15 U.S.C. §78u(d)(7)]; (c) ordering each Relief Defendant to disgorge all unjust enrichment 

and/or ill-gotten gains, with prejudgment interest thereon; (d) 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)]; (e) barring Lee from acting as an officer or 

director of any public company, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 

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

participating in any offering of a penny stock, pursuant to Section 20(g) of the Securities Act [15 

U.S.C. §77t(g)] and/or Section 21(d)(6) of the Exchange Act [15 U.S.C. §78u(d)(6)]; and 

(g) ordering such other and further relief the Court may deem just and proper. 

DEFENDANTS 

8. Seong Yeol Lee (“Lee”), age 70, is a Korean national who has resided in 

Stamford, Connecticut since at least 2020.  He has been Ameritrust’s Chairman, Chief Executive 

Officer, and Chief Financial Officer since April 2020.  Lee was Ameritrust’s sole board member 

from November 2020, when Ameritrust’s one other board member resigned, until November 

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2021, when Lee appointed his daughter to the board.  Lee lived outside of the United States for 

portions of the period between 2002 and 2020, including a period when he claims to have been a 

lecturer at a university in Korea on the topics of banking and securities.  Prior to 2002, Lee was a 

registered representative of a registered broker-dealer in the United States, and held certain 

brokerage licenses in the United States, all of which are expired.   

9. Ameritrust Corporation (“Ameritrust”) incorporated in Wyoming in April 

2020.  Ameritrust was previously incorporated in Michigan and Georgia, with the prior 

Ameritrust entities ultimately merging into the Wyoming entity by August 2020.  In August 

2020, Ameritrust merged with a publicly traded Nevada company, Gryphon Resources, Inc. 

(“Gryphon”) and the combined entity took the Ameritrust name.  Ameritrust purports to be in the 

business of acquiring, holding, and developing commercial real estate.  Following its merger 

with Gryphon, Ameritrust became a publicly traded company that has registered securities with 

the Commission pursuant to Section 12(g) of the Exchange Act.  Ameritrust has filed certain 

periodic reports with the Commission, as required by Section 13 of the Exchange Act, but is now 

delinquent in required periodic filings.  Ameritrust’s stock is a “penny stock”, meaning it trades 

at less than $5.00 per share and is not eligible for listing on a national exchange.  Ameritrust’s 

common stock trades on the over-the-counter (“OTC”) market under the ticker symbol “ATCC.”  

Since April 2022, Ameritrust stock has been subject to heightened trading restrictions in the 

OTC market, because it is delinquent in making current information available to the public.      

RELIEF DEFENDANTS 

10. Relief Defendant Beespoke Capital, Inc. (“Beespoke Inc.”) is a Connecticut 

corporation.  Lee is the president, secretary, and treasurer of Beespoke Inc.  Its principal place of 

business is listed as Lee’s home address.  Beespoke Inc.’s predecessor entity was Relief 

Defendant Beespoke Capital LLC (“Beespoke LLC”), a Colorado entity registered with the 

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Commission and the Financial Industry Regulatory Authority (“FINRA”) as a broker-dealer 

from September 2018 to September 2020.  In September 2019, Lee, purportedly acting as 

Chairman and President of Ameritrust (which at the time was incorporated in Michigan and not 

publicly traded) entered into an agreement to acquire Beespoke LLC.  In early 2020, Beespoke 

LLC filed an application with FINRA to continue to operate as a broker-dealer under Lee’s new 

ownership, but the process was not completed and Lee never obtained the required approval 

from FINRA.  FINRA is a self-regulatory organization that, among other things, administers 

membership requirements for brokerage firms and their individual registered representatives. 

Lee subsequently changed Beespoke LLC’s domicile from Colorado to Connecticut, and 

incorporated it as Beespoke Inc.  Lee has maintained bank accounts in the name of Beespoke Inc. 

that hold investor funds.  Between May 2020 and December 2022, Lee transferred over $3.3 

million in investor assets to a Korean bank account in the name of Beespoke LLC.  The 

payments to Beespoke LLC in Korea were to fund a similarly named entity in Korea that 

functioned to recruit Ameritrust investors.     

11. Alice Choi, age 36, is a resident of Avon, Connecticut.  She is one of Lee’s 

daughters.  Lee provided a cashier’s check to Choi for $500,000 dated July 15, 2021, remitted on 

a Beespoke Inc. bank account, which she deposited in her personal bank account.  On November 

22, 2021, Ameritrust announced the appointment of Choi as the second member of Ameritrust’s 

Board of Directors, along with Lee, but Choi did not provide any services in that capacity.                   

12. April Lee, age 40, is a resident of Torrington, Connecticut.  She is one of Lee’s 

daughters.  April Lee deposited a cashier’s check for $650,000 dated July 15, 2021, remitted on a 

Beespoke Inc. bank account and payable to another family member who endorsed the check to 

April Lee.  Neither April Lee nor the family member who endorsed the check to her is an 

employee of, or provided any services to, Ameritrust or Beespoke Inc.       

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13. Elaine Lee, age 42, is a resident of Ashford, Connecticut.  She is one of Lee’s 

daughters.  Lee provided a cashier’s check to Elaine Lee for $100,000 dated August 15, 2022, 

remitted from a Beespoke Inc. bank account, which Elaine Lee deposited in her personal bank 

account.  Elaine Lee is not an employee of, and has not provided any services to, Ameritrust or 

Beespoke Inc.       

JURISDICTION AND VENUE 

14. This Court has jurisdiction over this action pursuant to Sections 20(d)(1) and 

22(a) of the Securities Act [15 U.S.C. §§77t(d)(1) and 77v(a)] and Sections 21(d), 21(e), and 27 

of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), 78aa].  Venue lies in this district 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].  A substantial portion of the acts, practices, transactions and courses of business 

alleged in this Complaint occurred within the District of Connecticut.  Lee resides in this district 

and has directed Ameritrust’s corporate activities from this district.   

15. In connection with the transactions, acts, practices, and courses of business 

alleged in this Complaint, Defendants, directly or indirectly, singly or in concert, made use of the 

means or instrumentalities of transportation or communication in interstate commerce, or the 

mails. 

DEFENDANTS’ ACTS IN VIOLATION OF THE FEDERAL SECURITIES LAWS 

Lee’s Acquisition of a Public Company in March 2020     

16. In March 2020, Lee purchased a controlling interest in Gryphon.  Gryphon was a 

publicly traded penny stock company.  In its annual report for fiscal year 2019, filed with the 

Commission, Gryphon reported that it was a shell company with no revenues and that it was 

seeking a merger partner.            

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17. In June 2020, Lee submitted a public filing with the Commission announcing that 

Gryphon was changing its state of domicile from Nevada to Wyoming through a merger into 

Ameritrust Corporation in Wyoming.  The filing announced that the combined entity would take 

the name Ameritrust Corporation.     

18. Since April 2020, Lee has held the titles of Ameritrust’s Chairman, Chief 

Executive Officer, and Chief Financial Officer.  Gryphon had one other board member when Lee 

purchased the company, but that board member stepped down in November 2020, leaving Lee as 

sole director.   

19. In November 2021, Ameritrust disclosed in a Commission filing that Lee’s 

daughter Alice Choi had been appointed as a board member.  The filing did not disclose any 

compensation arrangement for Choi in her role as a board member.  When Ameritrust named 

Choi to its board, Lee knew her to be lacking in experience or education with respect to 

corporate management.   

20. Ameritrust has reported that it has a corporate secretary (referred to hereafter as 

the “corporate secretary”), and it has no other designated executive officers or employees besides 

Lee.  When Ameritrust named its corporate secretary, Lee knew the corporate secretary to be 

lacking in experience or education relating to corporate management.  As alleged below, the 

corporate secretary played a significant role in recruiting Ameritrust investors in Korea.  

21. As a public company with securities registered with the Commission, Ameritrust 

was required to file quarterly and annual reports with the Commission.  Public companies with 

securities registered with the Commission are required to file annual reports on Form 10-K and 

quarterly reports on Form 10-Q.  Forms 10-K include audited financial statements and narratives 

from management concerning the company’s annual performance.  Forms 10-Q include 

unaudited financial statements that provide shareholders and the public with an update on the 

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public company’s performance throughout the year.  Ameritrust has been delinquent in filing its 

quarterly and annual reports, but since April 2020 any filings made by Ameritrust with the 

Commission have been signed by Lee.  

22. Ameritrust last filed a Form 10-Q for the quarter ended June 30, 2021, and it last 

filed a Form 10-K for its fiscal year ended September 30, 2020 (the “2020 Annual Report”).  

Public companies that are unable to timely file quarterly or annual reports with the Commission 

are required to file a “Notification of Late Filing” explaining the reasons why.  Ameritrust has 

not filed a Notification of Late Filing or any other document indicating the reason for its 

delinquent quarterly and annual filings or explaining when investors and the Commission might 

expect those filings.     

Lee’s Solicitation of Korean Investors Beginning in 2019 

23. Between July 2019 and November 2022, bank accounts in the United States in the 

name of Lee, Ameritrust, and Beespoke Inc. or Beespoke LLC received over $20 million from 

individuals in Korea who were recruited to invest in Ameritrust.  Ameritrust’s stock records 

reflect approximately 2,000 Korean shareholders, but witnesses in Korea estimate the total 

number of investors to be closer to 4,000.         

24. Lee and Ameritrust recruited investors via an entity in Korea, also named 

Beespoke, LLC (hereafter, “Beespoke Korea”).  Beespoke Korea operated for the purpose of 

recruiting Ameritrust investors.  Beespoke Korea recruited investors in Korea through 

information sessions, email solicitations, and word of mouth.  The individual identified as 

Ameritrust’s corporate secretary was in charge of running Beespoke Korea.   

25. According to an individual who worked at Beespoke Korea during 2022 

(“Witness 1”), the company had anywhere from four to eight permanent salaried employees, and 

approximately ten temporary employees.  Witness 1 describes Beespoke Korea as an investment 

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bank that recruits investors for Ameritrust.  Witness 1 now understands Ameritrust to be a 

company on paper only, with no real operations and with a nonsensical balance sheet.   

26. When Lee and his recruiters began soliciting investors in Korea in 2019, 

Ameritrust was not a company with publicly traded stock.  It became a public company after 

March 2020 when Lee purchased Gryphon and subsequently merged it with Ameritrust.  In 

2019, Ameritrust was a privately held company owned by Lee and organized in Michigan.   

27. Beespoke Korea’s recruitment efforts included information sessions at churches.  

One such information session took place in July 2019, and was hosted by two individuals who 

identified themselves as pastors.  According to an individual (“Witness 2”) who attended the July 

2019 information session, the presenters at the information session offered attendees the 

opportunity to purchase Ameritrust shares for $1.00 per share.   

28. Witness 2 was recruited to host Ameritrust information sessions shortly after the 

July 2019 session at the church, and worked as a recruiter until late 2021.  Witness 2 estimates 

Ameritrust has recruited over 4,000 investors overall through information sessions.  There were 

many elderly attendees at information sessions hosted by Witness 2.  Similarly, Witness 1 

estimates that Ameritrust currently has more than 4,000 shareholders in Korea.  Witness 1 

understands that most of the Korean investors had limited income and limited education, and that 

many of them were elderly.      

29. In Witness 2’s experience hosting information sessions, each new investor paid an 

average of 34 million Korean won (approximately $26,000) for 26,850 Ameritrust shares.  

Witness 2 purchased 26,850 shares at $1.00 per share after the July 2019 information session at 

the church.  In and around July 2019, Ameritrust’s bank account received approximately 96 

deposits of $26,850 each from Korean investors.  Lee also purported to gift 100,000 shares each 

to early Ameritrust investors in 2019.    

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30. Over time, Ameritrust information sessions hosts, including Witness 2, 

consistently emphasized: (i) that Lee held professional securities licenses and credentials, and 

(ii) that Ameritrust would be listed on Nasdaq or NYSE once it raised sufficient capital.   

31. According to Witness 2, the presenters at the July 2019 information session 

represented that they could guarantee significant investment returns based on inside information 

that Ameritrust would split its stock to first increase the share price from $1.00 to $10.00 and 

then from $10.00 to $100.00 per share.     

32. Lee also made false and misleading statements to investors concerning stock 

splits.  Lee wrote in an October 10, 2019 email that Ameritrust had a stock split in September 

2019 and that investors who started with 126,850 shares at $1.00 per share now had 1,268,500 

shares with a market capitalization of $12,685,000 ($10.00 per share).1  In his October 10, 2019 

email, Lee wrote that when Ameritrust goes public, the stock price would be between $30 and 

$40.  He further wrote that, based on the projected price of $30.00 or $40.00 per share, investors 

who held 1,268,500 shares would have between $38 million and $50 million.  Lee wrote in his 

October 10, 2019 email that he had bought land in the United States to build investors luxury 

homes.  Lee told the investors to not forget the times that they were considered poor.      

33. A stock split generally refers to a transaction by a publicly traded company that 

increases the number of shares held by existing shareholders, usually reducing the price per 

share.  A reverse stock split generally refers to a transaction by a publicly traded company to 

reduce the number of shares held by existing shareholders, usually increasing the price per share.  

Stock splits and reverse stock splits generally do not impact the overall value of a shareholder’s 

holdings, barring other factors.  In a stock split, the price per share decreases in tandem with the 

                                                           
1   Written communications cited herein include communications translated from Korean. 

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increase in issued shares.  In a reverse stock split, the share price increases but the shareholder is 

left with fewer shares.  Market capitalization is a method of valuing a company, typically a 

publicly traded company, by multiplying the market value of each share by the number of 

outstanding shares.  Lee’s statements in October 2019 were false and misleading because 

Ameritrust was not a public company in 2019, there was no market for its stock, and the 

company had no other real value.  Lee’s statements were also false and misleading because a 

stock split (or reverse stock split) does not increase a shareholder’s wealth barring other factors.  

34. In his October 10, 2019 email to investors, when Ameritrust was not yet a 

publicly traded company, Lee referenced a “private placement offer” with a price of $1.00 per 

share.  Lee also wrote that he had previously promised to list Ameritrust on the “highest level” of 

Nasdaq by February 15, 2020.  Later, in a November 2022 letter to investors, Lee admitted that 

in the past three years he had promised shareholders that he would list the company on Nasdaq.  

35. In recruiting investors, Witness 2 recalled using a document called a private 

placement memorandum.  A private placement memorandum, or “PPM”” is a document used to 

disclose information about an investment that is not part of a public offering.  Witness 2 retained 

a copy of a PPM with an effective date of July 15, 2019, around the time that Witness 2 attended 

an information session at a church.  The PPM is a lengthy securities offering document, written 

in English, and was likely meaningless to most of the Korean investors.  The PPM offered 

investments in Ameritrust, described as a Michigan corporation formed as a real estate 

investment fund, with Lee as fund manager.  The PPM represented that shares were offered 

pursuant to Rule 506(b) promulgated under Section 4(a)(2) of the Securities Act, and that their 

resale may be restricted.  Rule 506(b) exempts from public registration requirements certain 

securities transactions if they do not include any public offering.  Rule 506(b) offerings are 

limited to accredited investors meeting minimum income and net worth requirements, or up to 

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thirty-five unaccredited but financially sophisticated investors.  Ameritrust could not rely on 

Rule 506(b) because it offered the shares through general solicitation at information sessions, 

and without regard to investor accreditation status.  The PPM identified an investment minimum 

of $250,000, an amount far greater than amounts received from investors in Korea.  A securities 

issuer relying on Rule 506(b) is also required to file a notice with the Commission on “Form D” 

within 15 days after the first sale of securities in the offering.  Ameritrust made no Form D filing 

in 2019 or at any other time.  The PPM represented that investment proceeds would be escrowed 

with the Bank of New York Mellon.  No investor funds were escrowed with the Bank of New 

York Mellon.   

36. While Witness 2 was recruiting investors, Beespoke Korea representatives told 

Witness 2 the share price that he should offer to investors on a given day.  According to Witness 

2, Ameritrust manipulated its share price by setting the purchase price on any particular day, 

such as $3, $4, or $5 per share.  Witness 2 understood that Lee set the daily price.   

37. An October 10, 2019 email from a Beespoke Korea email address, signed by the 

person who would later purportedly become Ameritrust’s corporate secretary, represented to 

investors that trading among shareholders had caused Ameritrust’s price to rise “drastically.”  It 

continued that investors involved in the trading experienced a “once-in-a-lifetime opportunity of 

gaining so much money that you wouldn’t have been able to gain just by working forever.”  The 

email represented that “[n]ow you are all billionaires” and “the luckiest people alive.”  

38. In October 2020, after Lee merged Ameritrust with the public company Gryphon, 

Lee caused Ameritrust to begin issuing shares to Korean investors who had sent money for 

investment in 2019.   The share issuances were recorded with Ameritrust’s transfer agent in the 

United States.  These share issuances were not part of an offering registered with the 

Commission, and the shares were therefore not freely tradeable in the U.S. securities market.  On 

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or about October 27, 2020, a Beespoke Korea email address distributed to investors a message 

from Lee.  Lee now represented that the investors were in fact not qualified to have purchased 

Ameritrust shares in a private transaction because they did not meet wealth or income 

qualifications.  He also wrote that the investors lacked required investment knowledge and were 

inexperienced.  Lee suggested that he had solved this problem by donating stock to the investors, 

and this stock was issued with a “proper stock certificate.”  Lee represented falsely that the 

Korean investors now held registered shares that were “legally qualified and listed stock.”  Lee 

further misrepresented to investors that the shares were registered with the American government 

and organizations, and that the investors had been transformed from poor to rich.  Lee’s October 

27, 2020 message noted that investors “may be restricted in some trades in America.”  In an 

email sent on or about December 4, 2020, however, Lee wrote that “ATCC stocks were available 

for trade and to be cashed out on October 20th.”  He also wrote on December 4, 2020 that 

Ameritrust stock had been registered in the over-the-counter market and could be traded like 

other companies.  Lee’s statements were false and misleading.  When Ameritrust issued shares to 

the Korean investors in October 2020, the shares were restricted because they were issued 

directly from Ameritrust or Lee, and not part of a securities offering registered with the 

Commission.  The shares were not freely tradeable in the U.S. securities market at that time.   

39. Even if the shares issued to Korean investors in October 2020 could have been 

sold in the securities market, the investors held, and continue to hold, a much different 

investment than what was promised by Lee.  Ameritrust was not a company listed on Nasdaq or 

NYSE, and it had no realistic prospect of being listed on Nasdaq or NYSE.  While many 

investors had paid $1.00 per share in the 2019 private offering, Ameritrust’s price per share on 

the over-the-counter market on October 27, 2020 was $0.45 per share.  Lee, however, in his 

October 27, 2020 email, congratulated investors on now holding purportedly registered shares 

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and their “success and new wealth, and a brighter future.”  Lee and his Ameritrust recruiters have 

continued the scheme into early 2023, with the same false promise of wealth when Ameritrust is 

listed on Nasdaq or NYSE.          

40. When investors in Korea sent money to buy shares, the investors did not 

understand that their shares would be restricted.  For example, one Korean investor (“Witness 

3”), was led to believe that the investor was buying shares of Ameritrust that would be freely 

tradeable and that the investor would be able to sell Ameritrust shares.  Witness 3 has said that 

Lee continues to promise investors that shares will be unrestricted soon, but that this has not 

happened.  According to Witness 2, the former Ameritrust recruiter, investors are angry and 

confused about their shares being restricted, and investors are desperate for Lee to fulfill his 

promise of making the shares freely tradeable.  According to Witness 2, investors have asked 

why Ameritrust is not listed on an exchange or asked why it has been delayed, and Lee has 

responded only by threatening to take shares away from ungrateful investors. 

41. Witness 1 recalls that Beespoke Korea representatives told potential investors that 

Ameritrust would be listed on Nasdaq, and that this would cause its stock price to increase, 

making investors wealthy.  Witness 2 similarly recalls that, since 2019, Defendant Lee has 

continuously represented to investors that he will list Ameritrust on Nasdaq or NYSE.  

According to Witness 2, Ameritrust recruiters have represented to investors that listing on a U.S. 

stock exchange will assure an increase in the stock price.  Witness 3 also recalls Lee consistently 

representing that Ameritrust would be listed on Nasdaq.  In a September 22, 2019 email to 

investors, Lee wrote that Ameritrust was going to be listed at the highest level of Nasdaq, and 

compared Ameritrust’s future value to that of Apple, Inc.  

42. In November 2022, one of the email accounts used by Beespoke Korea for 

investor communications distributed to investors a letter from Lee.  Lee claimed that Ameritrust 

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“has started to list in the NYSE for listing promotion. If the trade per share consistently 

maintains [$]5, the company will be listed on NYSE in no time. That means the ATCC would be 

the first ever company in Korea and China ever to be listed on NYSE. That also comes with 

investors being able to open an investment account and will be able to trade with no limit.”  

Lee’s statements about the NYSE were misleading because they suggested that Ameritrust had 

initiated a NYSE process for listing.  In fact, at the time of Lee’s November 2022 letter (and 

thereafter), the NYSE had no record of any Ameritrust application for listing.   

43. Lee misled investors by representing that Ameritrust would be listed on Nasdaq or 

NYSE.  Requirements for a public company to become listed on Nasdaq or NYSE include a 

minimum stock price of $4.00, well above Ameritrust’s stock price.  When Lee sent his 

November 2022 letter to investors, Ameritrust’s stock traded at $0.01 per share.  Nasdaq and 

NYSE also require companies to be current with required annual reports filed with the 

Commission on Form 10-K, which Ameritrust is not.    

44. Part of Lee’s scheme included encouraging Korean investors to buy and sell 

Ameritrust shares, ostensibly in the OTC market, to meet price and trading volume requirements 

for listing on an exchange.  In his November 2022 letter, Lee encouraged investors to purchase 

more Ameritrust stock through brokerage accounts, and then to engage in trading at increasing 

prices “during the preparation for listing on the NYSE.”  He also made unfounded threats to 

discourage selling below a target price of $5.00.  He told investors: “Bid trading is bought and 

sold over [$]5 per share. Refrain from selling less than five dollars per share.  Also, do not sell 

the share for less than [$]0.25 based on the final price. If caught doing so, you will be accused 

and charged with illegal action under the Securities and Exchange Act.”  Lee also encouraged 

investors to buy Ameritrust stock at increasing prices over a period of weeks. 

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45. Lee falsely told investors that he would arrange for them to open brokerage 

accounts in the United States for purposes of trading Ameritrust stock.  Lee wrote in the 

November 2022 letter to investors:  “I will establish a securities firm-investment bank. You 

should open an investment account from another securities firm first, and then after that, any 

stock transactions and services must be done through our securities firm.  Even though you have 

opened an account through a different securities firm, once our securities firm-investment bank is 

running, you may make transactions through our firm.”  This was an apparent reference to 

Beespoke Inc. or Beespoke LLC, and Lee’s statement was false.  Beespoke LLC’s continuing 

membership application with FINRA had lapsed by September 2020, and Lee did not thereafter 

take any steps to apply for or renew any broker-dealer registration for either Beespoke LLC or 

Beespoke Inc.   

46. In his November 2022 letter, Lee told investors to stop making complaints about 

Ameritrust and to keep buying Ameritrust shares.  He wrote:  “I am aware that there are many 

stockholders that claim the company is a scam and sabotaging the company through rumors and 

threatening the owners of the company.  What is it that you exactly want?  Don’t you want to 

earn a lot of money and live with successful wealth?”  

47. According to Witness 2, a recent Ameritrust information session in Korea was 

held on December 14, 2022, with approximately fifty people in attendance, and there are at least 

200 people on a waiting list to send money to Lee in the United States because Lee has said he 

cannot currently deposit money in the United States.  Witness 1 similarly understood that as of 

early January 2023, Beespoke Korea was continuing to hold Ameritrust information sessions. 

48. In a January 5, 2023 email to investors, a Beespoke Korea representative wrote 

that “2023 will be new year with a new start with the listing of NYSE.”   

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Lee’s Misappropriation of Investor Funds 

49. Ameritrust reported in its 2020 Annual Report that it had no employees besides 

Lee and the corporate secretary, and no revenue.  The 2020 Annual Report disclosed that Lee 

and the corporate secretary received no salary and had no arrangements for executive 

compensation.  Ameritrust has not otherwise disclosed why millions of dollars of investor funds 

belonging to the corporation would be transferred to Lee and his family.  

50. According to Witness 2, Lee instructed information session hosts to tell investors 

that they should not label money transfers as being for investment purposes, because to do so 

purportedly risked the transfers being flagged for a violation of Korean law.  Instead, Witness 2 

and others told investors, per Lee’s direction, to indicate on money transfer paperwork that the 

transfers were for living expenses.  Witness 1 similarly recalls that Beespoke Korea 

representatives told investors not to indicate that their money transfers were for investment or 

stock purchases.  Lee did not disclose to investors that portions of their money would be used for 

Lee’s personal purposes, for transfer to his family members, or for his recruiting operation to 

solicit more investors.  Korean investors, including Witness 3, intended only to make an 

investment in Ameritrust, and would have wanted to know if Lee instead was using money for 

his own personal purposes.      

51. Between July 2019 and January 2022, bank accounts that Lee controlled in the 

name of Ameritrust, or in the name of Ameritrust’s privately-held predecessor entities, received 

approximately $4.9 million from investors in Korea.  Between May 2020 and May 2021, 

accounts that Lee controlled in the name of Beespoke LLC received approximately $11.5 million 

from investors in Korea.  In May 2021, Lee opened bank accounts in the name of Beespoke Inc. 

and transferred into those accounts the balances, totaling approximately $2 million, from 

Beespoke LLC accounts that Lee closed at the same time.  Thereafter, between June 2021 and 

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October 2022, the Beespoke Inc. accounts that Lee controlled received $3.1 million more in 

investor assets from Korea. 

52. Lee did not disclose to the auditor that audited Ameritrust’s financial statements 

for the 2020 Annual Report, nor to any subsequent auditors, that Lee had an account in the name 

of Beespoke LLC that at the end of its fiscal year 2020 held nearly $10 million from Korean 

investors. 

53. Between early 2021 and late 2022, Lee transferred approximately $1.9 million to 

Lee’s personal bank accounts from accounts in the name of Ameritrust, Beespoke LLC, and 

Beespoke Inc.  In addition, between 2019 and 2022, Lee used over $800,000 in investor funds to 

make charitable donations in his own name.        

54. Lee also transferred at least $1.25 million in investor funds to family members. In 

July 2021, Lee provided Alice Choi with $500,000 in a cashier’s check drawn on a Beespoke 

Inc. account.  Also in July 2021, Lee provided another family member with a $650,000 cashier 

check drawn on the same Beespoke Inc. account; that family member then signed the check over 

to April Lee, who deposited it in her own account.  In August 2022, Lee provided Elaine Lee 

with $100,000 drawn from the same Beespoke Inc. account.  None of Lee’s daughters have 

provided any services to Ameritrust.   

55. When Lee gave Choi the $500,000, he told her that he wanted to pay off her 

mortgage so that she could have a nice life.  After Lee learned that Commission staff had issued 

Choi a subpoena for investigative testimony, he sent her a text message telling her to “state that 

you borrowed the money for the mortgage payments.”  Choi was surprised by the text message 

because she did not understand the $500,000 to be a loan when Lee gave it to her.       

56. Between May 2020 and November 2022, Lee transferred by wire over  

$3.3 million from Beespoke LLC and Beespoke Inc. bank accounts in the United States to a bank 

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account in Korea, with Lee identifying Beespoke LLC as the wire recipient in Korea.  In banking 

records, Lee identified the purpose of the payments as including $400,000 for an apartment 

purchase, $1 million for client refunds, and the remainder for office expenses, operating 

expenses, and salaries.  Ameritrust has not disclosed any employees or operations in Korea, and 

the wires to a Korean bank were a dissipation of Ameritrust investor assets, including money 

spent on Beespoke Korea’s ongoing recruitment efforts.  Similarly, Lee sent another 

approximately $460,000 in investor proceeds to eleven individuals in Korea for salary and 

operating expenses.    

Ameritrust’s Failure to File Audited Financial Statements 

57. Ameritrust has not filed required audited financial statements with the 

Commission since its 2020 Annual Report.  In April 2021, Ameritrust reported the resignation of 

the auditor that had audited Ameritrust’s financial statements contained in the 2020 Annual 

Report.  Ameritrust also announced that it had retained a successor auditor.  Ameritrust has not 

publicly reported on its auditor status since April 2021.  The successor auditor in fact performed 

no services for Ameritrust.   

58. In September 2022, Lee hired a new auditor for Ameritrust’s financial statements 

for fiscal year 2021.  The auditor did not perform any audit work and Lee and Ameritrust 

terminated the auditor’s engagement in January 2023.   

59. Lee falsely claimed in the November 2022 letter to investors that Ameritrust was 

going through the final audit review for its delinquent quarterly Forms 10-Q and its fiscal-year 

2021 annual report.  Lee also represented that Ameritrust’s fiscal year 2022 audit was underway.  

Lee’s statements in the November 2022 letter were false.  As of November 2022, when Lee sent 

the letter, Ameritrust’s new auditor had not received required information from Ameritrust 

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necessary to perform audit work for fiscal-year 2021.  In addition, the auditor did not agree to 

perform audit work concerning fiscal-year 2022. 

Defendants’ False and Misleading Statements in Commission Filings 

60. Ameritrust reported in its 2020 Annual Report, filed with the Commission on 

Form 10-K and signed by Lee, that it had total assets of approximately $4 million, including less 

than $1 million in real estate assets under development.  Ameritrust thereafter filed quarterly 

reports for each quarter of its 2021 fiscal year (the quarters ending 12/31/2020, 3/31/2021, and 

6/30/2021).  On July 2022, Ameritrust filed amended reports for each 2021 quarter, signed by 

Lee.  In the amended quarterly reports, Ameritrust reported $70 billion in Chinese real estate 

assets.  Lee knew, however, that Ameritrust had not completed the acquisition of real estate 

assets purportedly underlying the $70 billion figure.  On January 12, 2023, Ameritrust’s then-

auditor suggested to Lee that Ameritrust should file with the Commission an interim notice on 

Form 8-K to inform the public of the unreliability of financial data reported in the amended 

quarterly reports.  Lee admitted to the auditor that Ameritrust did not hold the reported 

$70 billion in assets.  Lee fired the auditor on January 18, 2023, and Ameritrust has not filed the 

notice suggested by the auditor.  By not disclosing material facts concerning the true status of 

Ameritrust’s real estate holdings, Lee and Ameritrust rendered misleading the amended 2021 

quarterly reports.   

61. Ameritrust reported in its 2020 Annual Report on Form 10-K, signed by Lee, that 

it acquired a broker-dealer and was in the process of renewing its regulatory licenses.  This 

statement was false.  Beespoke LLC’s continuing membership application with FINRA had 

lapsed by September 2020, and Lee did not thereafter take any steps to apply for or renew any 

broker-dealer registration for either Beespoke LLC or Beespoke Inc.  Ameritrust also reported 

that Beespoke Inc. was inactive pending the renewal of its regulatory licenses.  Lee, however, 

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made regular cash transfers to a bank account in Korea in the name of Beespoke LLC, for 

purported “operating expenses.”  In reality, the payments to Beespoke LLC in Korea were for 

Lee’s recruiters who found shareholders for Ameritrust.  Between May 2020 and December 

2022, Lee transferred over $3.3 million to the account in Korea, of which approximately 

$200,000 had been transferred by the 2020 fiscal year end.  Thus, Ameritrust’s statement in its 

2020 Annual Report that Beespoke was “inactive” either was false or was rendered misleading 

because Ameritrust did not report the amount or nature of material operating expenses for 

Beespoke Inc. or Beespoke LLC. 

62. Ameritrust reported in its 2020 Annual Report that it had cash assets of 

approximately $2.5 million.  This cash balance included certain bank accounts of Beespoke LLC.  

Lee, however, did not tell Ameritrust’s auditor about a Beespoke LLC account that received 

incoming cash from Korean investors, and which had a balance of nearly $10 million as of the 

fiscal year end.  Thus, Ameritrust’s reported cash balance was materially false or at least 

rendered misleading by the material understatement of its cash assets. 

FIRST CLAIM FOR RELIEF 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

Violations of Section 17(a) of the Securities Act [15 U.S.C. 77q(a)] 
(As to Defendants Lee and Ameritrust) 

63. The Commission realleges and incorporates by reference paragraphs 1 through 62 

as if fully set forth herein. 

64. By engaging in the acts and conduct alleged above, Lee and Ameritrust directly or 

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

or communication in interstate commerce or by use of the mails, (1) employed devices, schemes, 

or artifices to defraud; (2) obtained money or property by means of untrue statements of material 

fact or by omitting to state material facts necessary in order to make statements made, in the light 

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of the circumstances under which they were made, not misleading; and (3) engaged in 

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

deceit upon the purchasers, in violation of Sections 17(a)(1), (2), and (3) of the Securities Act 

[15 U.S.C. § 77q(a)(1), (2), and (3)]. 

SECOND CLAIM FOR RELIEF 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

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

(As to Defendants Lee and Ameritrust) 

65. The Commission realleges and incorporates by reference paragraphs 1 through 62 

as if fully set forth herein. 

66. By engaging in the acts and conduct alleged above, Lee and Ameritrust, directly 

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

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

exchange, (1) employed devices, schemes, or artifices to defraud; (2) made untrue statements of 

material fact or 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 (3) engaged in acts, 

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

persons, including purchases and sellers of securities, in violation of Section 10(b) of the 

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

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

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THIRD CLAIM FOR RELIEF 
Other Equitable Relief, Including Unjust Enrichment and Constructive Trust 

(As to Relief Defendants) 

67. The Commission realleges and incorporates by reference paragraphs 1 through 62 

as if fully set forth herein. 

68. Section 21(d)(5) of the Exchange Act states, “In any action or proceeding brought 

or instituted by the Commission under any provision of the securities laws, the Commission may 

seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary 

for the benefit of investors.” 

69. Relief Defendants received ill-gotten funds provided by investors for purposes of 

investment in Ameritrust.  Relief Defendants have no legitimate claim to this property.  In equity 

and good conscience, Relief Defendants should not be allowed to retain such funds.   

70. As a result, Relief Defendants are liable for unjust enrichment and should each be 

required to return their share of ill-gotten gains, in an amount to be determined by the Court.  

The Court should also impose a constructive trust on the ill-gotten gains in the possession of 

Relief Defendants.   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

A. Enter a temporary restraining order and preliminary injunction to: (a) prohibit Lee 

and Ameritrust from continuing to violate the Securities Act and the Exchange Act; (b) freeze and 

repatriate assets of Lee, Ameritrust, Beespoke Inc., and Beespoke LLC; and (c) prohibit Lee and 

Ameritrust from soliciting, accepting, or depositing any monies obtained from actual or 

prospective investors. 

B. Enter a Final Judgment permanently restraining and enjoining Defendants Lee 

and Ameritrust, as well as their agents, servants, employees, attorneys, and other persons in active 

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concert or participation with them, from directly or indirectly engaging in the conduct described 

above, or in conduct of similar purpose and effect, in violation of: 

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

2. 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]. 

C. Enter a Final Judgment ordering Defendants Lee and Ameritrust to disgorge their 

ill-gotten gains or unjust enrichment, with prejudgment interest thereon, to effect the remedial 

purposes of the federal securities laws. 

D. Enter a Final Judgment against each Relief Defendant ordering each of them to 

disgorge all unjust enrichment and/or ill-gotten gains, with prejudgment interest thereon, to 

effect the remedial purposes of the federal securities laws.    

E. Enter a Final Judgment ordering Defendants Lee and Ameritrust to pay civil 

penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) 

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

F. Enter a Final Judgment barring Lee from acting as an officer or director of any 

public company, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];  

G. Enter a Final Judgment barring Lee from participating in any offering of a penny 

stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21(d)(6) 

of the Exchange Act [15 U.S.C. §78u(d)(6)]; 

H. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and 

I. Grant such other and further relief as this Court may deem just and proper. 

Case 3:23-cv-00125   Document 1   Filed 02/01/23   Page 24 of 25



 

 25

DEMAND FOR JURY TRIAL 

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

jury trial in this action of all issues so triable under the claims in this Complaint. 

Dated: February 1, 2023   Respectfully submitted, 

  
/s Michael C. Moran     
Michael C. Moran (CT phv08741,  
     Mass. Bar No. 666885) 
Rua M. Kelly (Mass. Bar No. 643351) 
Boston Regional Office 
33 Arch Street, 24th Floor 
Boston, MA  02110 
[email protected] 
[email protected] 
Moran phone:  (617) 573-8931  
Kelly phone:  (617) 573-8941  
Facsimile: (617) 573-4590 

Counsel for Plaintiff Securities and Exchange 
Commission 
 
 
Local Counsel: 
 
/s David C. Nelson     
David C. Nelson 
Assistant United States Attorney 
United States Attorney’s Office 
District of Connecticut 
157 Church Street 
New Haven, CT 06510 
(203) 821-3700 
[email protected] 

Case 3:23-cv-00125   Document 1   Filed 02/01/23   Page 25 of 25