SEC v. Anthony Michael Hernandez; and Oi2Go Media Technologies, Inc., No. 6:22-cv-02367, Middle District of Florida (Dec. 20, 2022) — Complaint

UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION

CIVIL CASE NO.: 22-civ.-2367
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SECURITIES AND EXCHANGE COMMISSION, :
        :
    Plaintiff,   :
        :
-- against --      :
        :
ANTHONY MICHAEL HERNANDEZ and  :
OI2GO MEDIA TECHNOLOGIES, INC.,  :
        :
        :
    Defendants.   :
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COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
AND DEMAND FOR JURY TRIAL

 Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Anthony Michael Hernandez (“Hernandez”), and Oi2Go Media Technologies, Inc.
(“Oi2Go” or “the Company” and collectively, “Defendants”) alleges as follows:
SUMMARY OF ALLEGATIONS
1. On or about July 23, 2018 Hernandez conducted a public offering of Oi2Go’s stock
pursuant to Regulation A [17 C.F.R. §§ 230.251-230.263] (“Reg. A”) under the Securities Act of 1933
(“Securities Act”) through a “Form 1-A” offering statement (the “Offering Circular”).
2. Subsequently, Hernandez created a nationwide television ad that hyped Oi2Go’s public
offering.  In the television ad, Defendants knowingly, severely or extremely recklessly disseminated
materially false and misleading statements to promote the unregistered offering to prospective investors.
At all times, the TV ad presented Oi2Go as an “American-Latino Streaming Platform” giving the
appearance of a functioning media company poised for subscription growth.  The ad opens by telling

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investors to imagine if they had invested in Amazon, Facebook and Netflix when they were launched.  It
goes on to say “Oi2Go is being touted as the American-Latino centric version of Netflix.”  It also states
“Oi2Go is the premier home and mobile OTT [over-the-top] platform for movies, TV and radio, catering
to American Latinos everywhere.”
3. Oi2Go and Hernandez made similar representations in a Roadshow Deck which was
available to investors on a marketing firm’s website retained by Hernandez to assist with the offering.
4. Oi2Go was in fact a start-up company with no functional streaming service as it lacked
the technology to deliver such service.
5. Through this fraudulent conduct, by August 2019 defendants obtained approximately
$1,317,000 from the sale of Oi2Go securities to approximately 750 investors.  Hernandez
misappropriated over 33% of the $1,317,000 raised from the Oi2Go investors as he used at least
$456,000 to pay numerous personal expenses.
6. From August 16, 2018 through at least March 2019, Hernandez and Oi2Go failed to meet
Reg. A’s requirement of simultaneous delivery of the Offering Circular with the Oi2Go TV ads as the
offering circular was not and could not be delivered to viewers in this medium.  The failure to do so
deprived investors of critical material information regarding Oi2Go’s lack of operational status.
Moreover, the TV ads were the primary method used by Oi2Go to promote the offering.
7. Hernandez and Oi2Go also failed to comply with Reg. A because they failed to file with
the Commission periodic and current reports, including annual reports under Rule 257(b)(1) of Reg. A.
Oi2Go, which had a fiscal year ending in December 2018 should have filed a Form 1-K with financial
statements for FY2018 by April 30, 2019 which it failed to do but continued to sell securities to
investors beyond April 30, 2019.

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8. Additionally, from August 2018 through at least February 2019, Defendants hired
unregistered brokers as sales agents who worked in an investor call center for the Oi2Go securities
offering.
9. Hernandez engaged an external marketing firm to produce the TV ad and to hire the sales
agents.  These agents were paid commissions on their securities sales.
10. Hernandez and Oi2Go attempted to evade broker-dealer registration requirements by
mischaracterizing the nature of the Oi2Go sales agents as the offering circular states “commissioned
brokers” were not engaged.
DEFENDANTS
11. Hernandez, age 52, resides in Orlando, Florida. He was the CEO and Director of Oi2Go.
12. Oi2Go is an Orlando, Florida based media-company formed in July 2017. It was inactive
from January 2019 until March 2022 when the company was reactivated with the Florida Secretary of
State.
OTHER RELEVANT ENTITIES AND INDIVIDUAL
13. Oi2 Media Corp., was an Orlando, Florida media-company formed in 2015 and was an
Oi2Go affiliate.  The company was deactivated in 2019.
14. Carl V. Dawson (“Dawson”), age 44, is a resident of Calabasas, California.  He is the
founder and control person of VC Media Partners LLC (“VCMP”) and America’s Next Investment
(“ANI”).
15. VCMP is a Woodland Hills, California, corporation formed in 2017 by Dawson, to
provide various services to issuers engaged in securities offerings and operates a website called
vcmediapartners.com.  VCMP was retained by Hernandez and Oi2Go to provide a range of services

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related to Oi2Go’s Reg. A offering, including producing a TV ad, arranging for TV air time, and staffing
and supervising a call center of sales agents.
16. ANI is a Woodland Hills, California marketing company formed in 2018 by Dawson and
operates a website called americasnextinvestment.com, which promoted Regulations A and D offerings
for various issuers.  The Oi2Go offering was featured on ANI’s website which included Oi2Go’s TV ad
and Road Show Deck.
NATURE OF THE PROCEEDING AND RELIEF SOUGHT

17. The Commission seeks a final judgment: (a) permanently restraining and enjoining
Defendants from violating the federal securities laws and rules this Complaint alleges they have
violated; (b) ordering Defendants to disgorge or return ill-gotten gains or unjust enrichment pursuant to
Exchange Act Sections 21(d)(3), (5) and (7) [15 U.S.C. §§ 78u(d)(3), (5) and (7)] and pay prejudgment
interest thereon; (c) ordering Defendants to pay civil money penalties pursuant to Securities Act Section
20(d) [15 U.S.C. § 77t(d)], and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) permanently
barring Hernandez from serving as an officer or director of any company that has a class of securities
registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under
Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 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); and (e) ordering any
other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE

18. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1) and
22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1) and 77v(a); and Sections 21(d), 21(e) and
27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d), (e) and 78aa(a).

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19. The Court has personal jurisdiction over Defendants, and venue is proper in the
Middle District of Florida because, among other things, the Defendants reside or were based in this
District and many of Defendants’ acts and transactions constituting violations of the Securities Act and
Exchange Act occurred in the Middle District of Florida.
20. In connection with the conduct alleged in this Complaint, Defendants, directly and
indirectly, made use of the means or instrumentalities of interstate commerce, the means or
instruments of transportation and communication in interstate commerce, and the mails.
FACTS
A. Oi2Go’s Reg. A Securities Offering
21. Oi2Go’s Offering Circular, initially filed on February 28, 2018, described its business as
“an American-Latino centric version of a ‘Netflix’ that also adds music and radio.”  Its plans, which
would depend on the success of the offering, were as follows:
Oi2Go looks to provide Direct-To-Consumer Content Subscription and On Demand Content
Services. To this end, the Company looks to the successful completion and launch of our
Company’s own content software application utilizing the funds from this Offering. We plan
to engineer the Oi2Go branded application be a full cross-platform accessible software
application that will be made available on most mobile devices, media enabled set-top boxes
and connected devices, as well as, other available distribution outlets in an effort to
accommodate various consumer behaviors as it relates to content consumption.

22. The Offering Circular as a whole makes clear that the company (with $0 in operating
expenses and $170 in cash) was very much non-operational and aspirational.  The Plan of Operations
section of the Offering Circular states: “Management of the Company intends to use a substantial
portion of the net proceeds for general working capital and, once certain funding milestones are met, to
move into full implementation to launch our app, purchase and create content, marketing efforts,
entering in new markets, and making strategic alliances.”
23. In the Use of Proceeds section of the Offering Circular, the Company states:

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Ultimately, management of the Company intends to use a substantial portion of the net proceeds
for general working capital and, once certain funding milestones are met, to move into full
implementation to secure the final location where we will establish our lab, undertake setting it
up and then immediately commence full blown research and development activities. The
Company plans to develop its app, content for the app, marketing efforts, entering into
agreements with talent and celebrities.”  (Emphasis added.)  Consistent with the above, the
Company could not provide any trend information “Because we are still in the startup phase and
have only recently launched the Company, revenue or expenses since the latest financial year
[sic].

24. After Oi2Go’s Offering Circular was qualified by the Commission on July 23, 2018, the
Company began offering non-voting common shares to the public at $10 per share, with the goal of
selling 5,000,000 shares.  Oi2Go began receiving investor funds through the offering in September of
that year.  The offering was promoted heavily using materials—primarily a TV ad that aired nationally,
and was also available in video form on the internet—that painted a different picture of the company
than did the Offering Circular.  Oi2Go and Hernandez raised approximately $1,317,000 from
approximately 750 investors in the offering.
B. Hernandez and Oi2Go Made Material Misrepresentations and Omissions in the TV
Advertisements Regarding its Content Streaming Platform and Digital App

25. Oi2Go’s TV advertising was the primary means through which it sought investors.
26. An internal document maintained by ANI reflects that 66% of investors identified the TV
ad as the source of their referral.
27. Hernandez reviewed and approved the TV ad.
28. The TV ad presented Oi2Go as an “American-Latino Streaming Platform” giving the
appearance of a functioning media company poised for subscription growth.  The ad opens by telling
investors to imagine they had invested in Amazon, Facebook and Netflix when those services were
launched.  It goes on to say “Oi2Go is being touted as the American-Latino centric version of Netflix.”
It also states “Oi2Go is the premier home and mobile OTT [over-the-top] platform for movies, TV and
radio, catering to American Latinos everywhere.”  Throughout the ad, people are depicted viewing

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various smart devices, including a scene with a family gathered around a large screen TV about to watch
something with the Oi2Go logo on the screen.  The ad closes with the company’s logo over the words
“TV SHOWS & MOVIES – ANYTIME, ANYWHERE.”
C. Hernandez and Oi2Go Made Material Misrepresentations and
Omissions in Oi2Go’s Roadshow Deck Regarding its Content
Streaming Platform and Digital App

29. Oi2Go also prepared a Roadshow Deck.  The Roadshow Deck was placed on ANI’s
website, where the Offering Circular was also available to prospective investors.  Unlike the Offering
Circular, the Roadshow Deck was a 25-page power point filled with images and statements about the
company.
30. The Roadshow Deck gave the appearance of a functioning business with the ability to
stream American-Latino content through its digital app.
31. The Offering Summary in the Roadshow Deck provides a curtailed explanation of the
Use of Proceeds, omitting any mention of the need to develop its software application.
32. A chart in the Roadshow Deck labeled “Competitive Advantage” compares Oi2Go with
Netflix, Hulu, YouTube, Amazon and other similar companies based on 14 criteria, with Oi2Go being
the only one to have all 14 boxes checked.  The first box is “Significant Mobile Presence.”  Another
box—with Oi2Go being the only one having this advantage—was “Live TV.”  And Oi2Go and
YouTube were the only ones marked as having “User Generated Content.”
33.  The Roadshow Deck also made the following claim with a picture of a couple sitting in a
living room watching a TV with the Oi2Go logo on it:  “Oi2Go is continuously entering into licensing
agreements to distribute the latest premium Hollywood films and next-day television shows.  With on
demand access, Users can instantly stream content to all of their compatible devices, whether at home or
on the go.”  These statements were false.

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34. A page in the Roadshow Deck entitled “Revenue Streams” lists advertising revenue,
subscription revenue, live event revenue, licensing revenue, and “Transactional PPV-VOD” revenue.
All items are discussed in present tense (e.g., “We work with many of the world’s largest advertising
networks and agencies and major brand sponsors to monetize our platform’s advertising-funded business
model;” “Premium subscribers have access to our premium channels....”; “Oi2Go generates material
revenue from the sale, via VOD...of mostly premium Hollywood films....”), except one (“We will
generate revenue from the sale of tickets to live events”).  These statements about revenue were false.
35. The last page of the Roadshow Deck provides investors with the following reasons to
invest:

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These statements were false.
D. Hernandez Misappropriated Oi2Go Investor Funds

36. The Offering Circular disclosed that, as of the date of the filing, “OI2GO has one full-
time employee, Mr. Anthony Michael Hernandez who is not currently receiving a salary.”  It also stated
that “[t]he number of business and direct research personnel hired by Oi2Go will scale based upon funds
raised in the offering and as operating needs warrant.”  Accordingly, the Use of Proceeds section
provided a range of anticipated salary costs (depending on the success of the capital raise), with the
lowest being $625,000 if Oi2Go raised $5 million.
37. While not receiving a formal salary, Hernandez simply used Oi2Go’s investor proceeds
as an opportunity to fund personal expenses.
38. Defendants raised approximately $1,317,000 from stock sales.
39. Hernandez spent approximately $338,000 to develop the digital app.
40. Hernandez spent approximately $488,000 of the offering proceeds to conduct the offering
itself which included payments to VC Media, sales agents, audit fees, and counsel.
41. Hernandez misappropriated approximately $456,000 of investor funds to pay his personal
expenses.  For example, he used investor money to pay American Express bills -- which included

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personal charges -- totaling $142,000, and to pay approximately $26,000 for expenses related to his
divorce and child support payments.  He also withdrew approximately $100,000 in cash through wire
transfers, bank teller withdrawals and ATM withdrawals.  Hernandez also used bank account debit cards
for Oi2Go and Oi2 Media Corp., an affiliate, as personal expense cards, with approximately $160,000
being used for his purchase of meals, coffee, gas, personal travel and retail store purchases.  Hernandez
further made jewelry purchases totaling $10,000 at stores such as Cartier.  Finally, he made transfers via
Zelle to his girlfriend totaling at least $18,206.
42. The expenses referenced in paragraph 41 were not in compliance with the terms of the
Offering Circular.
E. Oi2Go Used TV Ads and Unregistered Brokers to Sell Its Stock
 43. Oi2Go hired Dawson and his entities to produce TV ads promoting the offering.  The ads
were focused not on Oi2Go’s business, but on the securities offering.  The ad opened with the line:
“Imagine if you had invested with Amazon’s IPO stock in 1997....”  Throughout the running of the ad, a
scrolling banner across the screen read “Oi2Go – American Latino Streaming Platform - Become an
Owner - $10 A Share – Investment Opportunity, Anyone Can Invest.”
 44. Although the ad contained a disclaimer (in small print, and not visible for very long)
informing viewers that Oi2Go had a qualified Reg. A offering circular on file with the Commission, the
TV ad did not deliver the offering circular to the viewers—something that is impossible to do in a
broadcast TV ad that cannot provide a live hyperlink.

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45. Rule 251(d)(1)(iii) of Reg. A under the Securities Act requires any written offers made
after the offering statement has been qualified to be accompanied with or preceded by the most recent
offering circular filed with the Commission for such offering.
1

46. Oi2Go’s TV ad therefore did not and could not comply with Reg. A’s requirement that
the offer must be accompanied with or preceded by the offering circular.
47. Visible throughout the duration of the ad was an 800 telephone number and the words
“CALL NOW” above the words “DISCOVER INVESTMENT OPPORTUNITIES.”  People who called
the number in the ad were then placed in the hands of a team of sales agents, arranged for by Dawson.
48. Dawson found and trained the sales agents, and provided them with physical offices to
use for a call center.  Although the sales agents were hired and paid directly by Oi2Go, the arrangement
was superficially intended to avoid Dawson, his entities, and the sales agents being deemed unregistered
brokers.
49. Oi2Go’s Offering Circular stated that the company would distribute shares in reliance on
Exchange Act Rule 3a4-1, which provides a safe harbor for an issuer’s associated persons to participate
in the sale of the issuer’s securities without being deemed brokers.
50. However, the sales agents recruited by Dawson received commissions from Oi2Go in
addition to a fixed salary—an arrangement provided for in an August 2018 addendum to Oi2Go’s
engagement letter with VC Media and Dawson.  The agents’ only role with respect to Oi2Go was
handling Oi2Go’s securities offering, with no expectation of additional employment beyond that.
51. The passage in the Offering Circular that stated that Oi2Go was relying on Rule 3a4-1
also stated that the Company was not engaging commissioned brokers and would supplement its filing if

1
  Under Securities Act Rule 405, “a written communication is any communication that is written, printed,
a radio or television broadcast, or a graphic communication as defined in this section.” (Emphasis added.) 17
C.F.R. § 230.405.

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it engages “commissioned sales agents or underwriters.”  Oi2Go filed its original VC Media engagement
letter with the Commission, but never filed the August 2018 addendum that provided that the Company
would separately pay “$2000 per month/2% commission” as sales fees to those agents.
52. The sales agents’ only function was answering investor calls and following up on
investor leads.
F. Oi2Go Failed to Update its Financial Information With the Commission
53. Both Oi2Go’s Form 1-A Offering Statement (qualified on July 23, 2018) and its post-
qualification Offering Circular (dated August 30, 2018 and filed on August 31, 2018) provided investors
with financial statements as of year-end 2017.
54. The August 30, 2018 Offering Circular was the Company’s last filing with the
Commission.
55. Under Reg. A, the Company was required to file with the Commission periodic and
current reports, including annual reports under Rule 257(b)(1) [17 C.F.R. § 230.257(b)(1)] of Reg. A.
Further, Rule 251(d)(3)(i)(F) [17 C.F.R. § 230.251(d)(3)(i)] of Reg. A specifies that securities may be
sold in a continuous offering only if the issuer is current in its annual and semiannual filings pursuant to
Rule 257(b), at the time of such sale.
56. Oi2Go, which had a fiscal year ending in December, should have filed a Form 1-K with
financial statements for FY2018 by April 30, 2019.  However, it continued to sell securities to investors
as late as August 2019.
G. Hernandez Promises Oi2Go Investor Refunds
57. Hernandez sent a letter to investors in 2022 stating that Oi2Go had become insolvent at
the beginning of January 2019.

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58. On March 21, 2022, Hernandez emailed a settlement letter to Oi2Go investors promising
to refund their principal plus payment of a 20% “inconvenience fee.”  While Hernandez stated in the
letter that the Company had become insolvent back in 2019, he further claimed he would be in a position
to refund the investors in May 2022 because “Oi2Go Media Technologies, Inc. is happy to announce
that it has entered into a deal with a media venture company to sell the rights and intellectual property
and technologies built by the capital funds raised during the company’s REG-A+ offering.  The letter
further stated “this event will undoubtedly trigger your imminent refund of capital provided to the
company by your participation in such.”
59. Hernandez had no reasonable basis on which to make the promises in the March 21, 2022
settlement letter, and in fact did not make such refunds.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(Against Both Defendants)

60. The Commission realleges and incorporates by reference herein each and every allegation
contained in paragraphs 1 – 42 and 57 – 59 of this Complaint.
61. By engaging in the acts and conduct described in this Complaint, Defendants, directly or
indirectly, singly or in concert, by use of the means or instrumentalities of interstate commerce, or of the
mails, or of the facilities of a national securities exchange, in connection with the purchase or sale of
securities of Oi2Go, knowingly, or severely or extremely recklessly: (a) employed devices, schemes, or
artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they were
made, not misleading; and/or (c) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon any person.
62. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,

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violated, are violating, and, unless restrained and enjoined, will continue to violate Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(Against Both Defendants)

63. The Commission realleges and incorporates by reference herein each and every allegation
contained in paragraphs 1 – 42 and 57 – 59 of this Complaint.
64. By engaging in the acts and conduct described in this Complaint, Defendants, directly or
indirectly, singly or in concert, by use of the means or instruments of transportation or communication in
interstate commerce or the mails, in the offer or sale of securities of Oi2Go, have: (a) knowingly, or
severely or extremely recklessly, employed devices, schemes, and artifices to defraud; (b) knowingly,
severely or extremely recklessly, or negligently obtained money or property by means of an untrue
statement of a material fact or omission to state a material fact necessary in order to make the statement
made, in light of the circumstances under which it was made, not misleading; or (c) knowingly, severely
or extremely recklessly, or negligently engaged in transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon purchasers of securities of Oi2Go.
65. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
violated, are violating, and, unless restrained and enjoined, will continue to violate Sections 17(a) of the
Securities Act [15 U.S.C. §§ 77q(a)].
THIRD CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 17(a)(2) of the Securities Act
(Against Hernandez)

66. The Commission realleges and incorporates by reference herein each and every allegation
contained in paragraphs 1 – 42 and 57 – 59 of this Complaint.
67. By engaging in the acts and conduct described in this Complaint, Defendant Hernandez

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directly or indirectly, singly or in concert, provided knowing, or severely or extremely reckless,
substantial assistance to Oi2Go which, by use of the means or instruments of transportation or
communication in interstate commerce, or of the mails, in the offer or sale of securities of Oi2Go, has
obtained money or property by means of one or more untrue statements of a material fact or omitted to
state a material fact necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading.
68. By reason of the foregoing, Hernandez, directly or indirectly, singly or in concert,
violated, is violating, and, unless restrained and enjoined, will continue to aid and abet violations of
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b)
(Against Hernandez)

69. The Commission realleges and incorporates by reference herein each and every allegation
contained in paragraphs 1 – 42 and 57 – 59 of this Complaint.
70. By engaging in the acts and conduct described in this Complaint, Defendant Hernandez
directly or indirectly, singly or in concert, provided knowing, or severely or extremely reckless,
substantial assistance to Oi2Go and others, which, by use of the means or instrumentalities of interstate
commerce, or of the mails, or of the facilities of a national securities exchange, in connection with the
purchase or sale of securities of Oi2Go made untrue statements of material facts or omitted to state
material facts necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading.
71. By reason of the foregoing, Defendant Hernandez aided and abetted, and, unless
restrained and enjoined, will continue aiding and abetting Oi2Go’s violations of Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

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FIFTH CLAIM FOR RELIEF
Unregistered Offering or Sale of Securities in Violation of
Sections 5(a) and (c) of the Securities Act
(Against Both Defendants)

72. The Commission realleges and incorporates by reference herein each and every allegation
contained in paragraphs 1 – 56 of this Complaint.
73. By engaging in the acts and conduct described in this Complaint, Defendants, directly or
indirectly, singly or in concert, (i) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell securities through the use or medium of a
prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the
purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in interstate
commerce, by any means or instruments of transportation, securities, as to which no registration
statement was in effect; or (iii) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or offer to buy, through the use or
medium of a prospectus or otherwise, securities as to which no registration statement had been filed.
The shares of Oi2Go Media Technologies, Inc. that Defendants offered and sold as alleged herein
constitute “securities” as defined in the Securities Act and the Exchange Act.
74. By reason of the foregoing, Defendants have violated, and, unless restrained and
enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and
(c)].

SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 15(a)(1) of the Exchange Act
(Against Both Defendants)

75. The Commission realleges and incorporates by reference Paragraphs 1 – 24 and 43 – 52
of its Complaint.

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76. By engaging in the acts and conduct described in this Complaint, Oi2Go and Hernandez
provided knowing and substantial assistance to Dawson, VC Media, and ANI, who made use of the
mails or other instrumentalities of interstate commerce to effect transactions in, or to induce or to
attempt to induce the purchase or sale of securities while not registered with the Commission as brokers
or dealers or not associated with an entity registered with the Commission as a broker-dealer.
77. By reason of the foregoing, Defendants Oi2Go and Hernandez aided and abetted, and,
unless restrained and enjoined, will continue aiding and abetting, Dawson, VC Media, and ANI,
violations of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)], in violation of Section 20(e)
of the Exchange Act [15 U.S.C. § 78t(e)].

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court grant the following relief,
in a Final Judgment:
I.
Finding that Defendants violated the federal securities laws and rules as alleged against them
here;
II.
 Permanently restraining and enjoining Defendants, their agents, servants, employees and
attorneys and all persons in active concert or participation with them who receive actual notice of the
injunction by personal service or otherwise, and each of them, from violating, directly or indirectly,
Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)] by selling securities while
violating the terms of Reg. A under the Securities Act;

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III.
Permanently restraining and enjoining Defendants and each of their agents, servants, employees,
attorneys and other persons in active concert or participation with them who receive actual notice of the
injunction by personal service or otherwise from violating Section 17(a) of the Securities Act, 15 U.S.C. §
77q(a), by, directly or indirectly, making any false or misleading statement, or disseminating any false or
misleading documents, materials, information, or advertising for investors, and other communications with
the investing public, or by engaging in a device, artifice, or scheme to defraud, or to engage in any
transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a
purchaser, involving the making or dissemination of false or misleading information about any company
whose securities Defendants are selling;
IV.
Permanently restraining and enjoining Defendants and each of their agents, servants, employees,
attorneys and other persons in active concert or participation with them who receive actual notice of the
injunction by personal service or otherwise from violating Section 10(b) of the Exchange Act, 15 U.S.C. §
78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, by, directly or indirectly, making any false or
misleading statement, or disseminating any false or misleading documents, materials, information,
advertising for investors, or other false or misleading communications with the investing public, or by
engaging in a device, artifice, or scheme to defraud or to engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit upon any purchaser, involving the making or
dissemination of false or misleading information about any company whose securities Defendants are
selling;
V.
Permanently restraining and enjoining Defendants, their respective agents, servants, employees
and attorneys and all persons in active concert or participation with them, who receive actual notice of

19
the injunction by personal service or otherwise, and each of them, from future violations of Section
15(a) of the Exchange Act [15 U.S.C. § 78o] by inducing or to attempt to induce the purchase or sale of
securities while not registered with the Commission as brokers or dealers or not associated with an entity
registered with the Commission as a broker-dealer.
VI.
Permanently barring Hernandez from serving as an officer or director of any company that has a
class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file
reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 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)];
VII.
Ordering Defendants to disgorge all ill-gotten gains from the conduct alleged in this Complaint
pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. § 78u(d)(3), (d)(5)
and (d)(7)], and to pay prejudgment interest thereon;
VIII.
Ordering Defendants to pay civil money penalties pursuant to Section 20(d)(2) of the Securities
Act [15 U.S.C. § 77t(d)(2)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; and
IX.
Granting such other and further relief as this Court deems just and proper.

20
JURY DEMAND
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands trial by
jury as to all issues so triable.
Dated: December 20, 2022
New York, New York
     By:  _____________________________
      Christopher J. Dunnigan
      Thomas P. Smith, Jr.
      Adam Grace
      Yitzchok Klug
      Kenneth V. Byrne
      Attorneys for Plaintiff
      SECURITIES AND EXCHANGE COMMISSION
      New York Regional Office
      100 Pearl Street, Suite 20-100
      New York, New York 10004-2616
      (212) 336-0061 (Dunnigan)
      Email: [email protected]

UNITED STATES DISTRICT COURT 

FOR THE MIDDLE DISTRICT OF FLORIDA 

ORLANDO DIVISION 

 

CIVIL CASE NO.: 22-civ.-2367 

------------------------------------------------------------------------ x 

SECURITIES AND EXCHANGE COMMISSION, : 

        : 

    Plaintiff,   : 

        : 

-- against --      : 

        : 

ANTHONY MICHAEL HERNANDEZ and  : 

OI2GO MEDIA TECHNOLOGIES, INC.,  : 

        : 

        : 

    Defendants.   : 

------------------------------------------------------------------------ x 

 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

AND DEMAND FOR JURY TRIAL 
 

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

Defendants Anthony Michael Hernandez (“Hernandez”), and Oi2Go Media Technologies, Inc. 

(“Oi2Go” or “the Company” and collectively, “Defendants”) alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. On or about July 23, 2018 Hernandez conducted a public offering of Oi2Go’s stock 

pursuant to Regulation A [17 C.F.R. §§ 230.251-230.263] (“Reg. A”) under the Securities Act of 1933 

(“Securities Act”) through a “Form 1-A” offering statement (the “Offering Circular”). 

2. Subsequently, Hernandez created a nationwide television ad that hyped Oi2Go’s public 

offering.  In the television ad, Defendants knowingly, severely or extremely recklessly disseminated 

materially false and misleading statements to promote the unregistered offering to prospective investors.  

At all times, the TV ad presented Oi2Go as an “American-Latino Streaming Platform” giving the 

appearance of a functioning media company poised for subscription growth.  The ad opens by telling 

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investors to imagine if they had invested in Amazon, Facebook and Netflix when they were launched.  It 

goes on to say “Oi2Go is being touted as the American-Latino centric version of Netflix.”  It also states 

“Oi2Go is the premier home and mobile OTT [over-the-top] platform for movies, TV and radio, catering 

to American Latinos everywhere.” 

3. Oi2Go and Hernandez made similar representations in a Roadshow Deck which was 

available to investors on a marketing firm’s website retained by Hernandez to assist with the offering. 

4. Oi2Go was in fact a start-up company with no functional streaming service as it lacked 

the technology to deliver such service.   

5. Through this fraudulent conduct, by August 2019 defendants obtained approximately 

$1,317,000 from the sale of Oi2Go securities to approximately 750 investors.  Hernandez 

misappropriated over 33% of the $1,317,000 raised from the Oi2Go investors as he used at least 

$456,000 to pay numerous personal expenses.  

6. From August 16, 2018 through at least March 2019, Hernandez and Oi2Go failed to meet 

Reg. A’s requirement of simultaneous delivery of the Offering Circular with the Oi2Go TV ads as the 

offering circular was not and could not be delivered to viewers in this medium.  The failure to do so 

deprived investors of critical material information regarding Oi2Go’s lack of operational status.  

Moreover, the TV ads were the primary method used by Oi2Go to promote the offering. 

7. Hernandez and Oi2Go also failed to comply with Reg. A because they failed to file with 

the Commission periodic and current reports, including annual reports under Rule 257(b)(1) of Reg. A.  

Oi2Go, which had a fiscal year ending in December 2018 should have filed a Form 1-K with financial 

statements for FY2018 by April 30, 2019 which it failed to do but continued to sell securities to 

investors beyond April 30, 2019. 

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8. Additionally, from August 2018 through at least February 2019, Defendants hired 

unregistered brokers as sales agents who worked in an investor call center for the Oi2Go securities 

offering. 

9. Hernandez engaged an external marketing firm to produce the TV ad and to hire the sales 

agents.  These agents were paid commissions on their securities sales. 

10. Hernandez and Oi2Go attempted to evade broker-dealer registration requirements by 

mischaracterizing the nature of the Oi2Go sales agents as the offering circular states “commissioned 

brokers” were not engaged. 

DEFENDANTS 

11. Hernandez, age 52, resides in Orlando, Florida. He was the CEO and Director of Oi2Go. 

12. Oi2Go is an Orlando, Florida based media-company formed in July 2017. It was inactive 

from January 2019 until March 2022 when the company was reactivated with the Florida Secretary of 

State.  

OTHER RELEVANT ENTITIES AND INDIVIDUAL  

13. Oi2 Media Corp., was an Orlando, Florida media-company formed in 2015 and was an 

Oi2Go affiliate.  The company was deactivated in 2019. 

14. Carl V. Dawson (“Dawson”), age 44, is a resident of Calabasas, California.  He is the 

founder and control person of VC Media Partners LLC (“VCMP”) and America’s Next Investment 

(“ANI”). 

15. VCMP is a Woodland Hills, California, corporation formed in 2017 by Dawson, to 

provide various services to issuers engaged in securities offerings and operates a website called 

vcmediapartners.com.  VCMP was retained by Hernandez and Oi2Go to provide a range of services 

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related to Oi2Go’s Reg. A offering, including producing a TV ad, arranging for TV air time, and staffing 

and supervising a call center of sales agents.   

16. ANI is a Woodland Hills, California marketing company formed in 2018 by Dawson and 

operates a website called americasnextinvestment.com, which promoted Regulations A and D offerings 

for various issuers.  The Oi2Go offering was featured on ANI’s website which included Oi2Go’s TV ad 

and Road Show Deck.  

NATURE OF THE PROCEEDING AND RELIEF SOUGHT 

 

17. The Commission seeks a final judgment: (a) permanently restraining and enjoining 

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

violated; (b) ordering Defendants to disgorge or return ill-gotten gains or unjust enrichment pursuant to 

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

interest thereon; (c) ordering Defendants to pay civil money penalties pursuant to Securities Act Section 

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

barring Hernandez from serving as an officer or director of any company that has a class of securities 

registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under 

Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 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); and (e) ordering any 

other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 
 

18. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1) and 

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

27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d), (e) and 78aa(a). 

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19. The Court has personal jurisdiction over Defendants, and venue is proper in the 

Middle District of Florida because, among other things, the Defendants reside or were based in this 

District and many of Defendants’ acts and transactions constituting violations of the Securities Act and 

Exchange Act occurred in the Middle District of Florida. 

20. In connection with the conduct alleged in this Complaint, Defendants, directly and 

indirectly, made use of the means or instrumentalities of interstate commerce, the means or 

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

FACTS 

A. Oi2Go’s Reg. A Securities Offering 

21. Oi2Go’s Offering Circular, initially filed on February 28, 2018, described its business as 

“an American-Latino centric version of a ‘Netflix’ that also adds music and radio.”  Its plans, which 

would depend on the success of the offering, were as follows:  

Oi2Go looks to provide Direct-To-Consumer Content Subscription and On Demand Content 

Services. To this end, the Company looks to the successful completion and launch of our 

Company’s own content software application utilizing the funds from this Offering. We plan 

to engineer the Oi2Go branded application be a full cross-platform accessible software 

application that will be made available on most mobile devices, media enabled set-top boxes 

and connected devices, as well as, other available distribution outlets in an effort to 

accommodate various consumer behaviors as it relates to content consumption. 

 

22. The Offering Circular as a whole makes clear that the company (with $0 in operating 

expenses and $170 in cash) was very much non-operational and aspirational.  The Plan of Operations 

section of the Offering Circular states: “Management of the Company intends to use a substantial 

portion of the net proceeds for general working capital and, once certain funding milestones are met, to 

move into full implementation to launch our app, purchase and create content, marketing efforts, 

entering in new markets, and making strategic alliances.” 

23. In the Use of Proceeds section of the Offering Circular, the Company states:   

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Ultimately, management of the Company intends to use a substantial portion of the net proceeds 

for general working capital and, once certain funding milestones are met, to move into full 

implementation to secure the final location where we will establish our lab, undertake setting it 

up and then immediately commence full blown research and development activities. The 

Company plans to develop its app, content for the app, marketing efforts, entering into 

agreements with talent and celebrities.”  (Emphasis added.)  Consistent with the above, the 

Company could not provide any trend information “Because we are still in the startup phase and 

have only recently launched the Company, revenue or expenses since the latest financial year 

[sic]. 

 

24. After Oi2Go’s Offering Circular was qualified by the Commission on July 23, 2018, the 

Company began offering non-voting common shares to the public at $10 per share, with the goal of 

selling 5,000,000 shares.  Oi2Go began receiving investor funds through the offering in September of 

that year.  The offering was promoted heavily using materials—primarily a TV ad that aired nationally, 

and was also available in video form on the internet—that painted a different picture of the company 

than did the Offering Circular.  Oi2Go and Hernandez raised approximately $1,317,000 from 

approximately 750 investors in the offering. 

B. Hernandez and Oi2Go Made Material Misrepresentations and Omissions in the TV 

Advertisements Regarding its Content Streaming Platform and Digital App 

 

25. Oi2Go’s TV advertising was the primary means through which it sought investors. 

26. An internal document maintained by ANI reflects that 66% of investors identified the TV 

ad as the source of their referral.  

27. Hernandez reviewed and approved the TV ad. 

28. The TV ad presented Oi2Go as an “American-Latino Streaming Platform” giving the 

appearance of a functioning media company poised for subscription growth.  The ad opens by telling 

investors to imagine they had invested in Amazon, Facebook and Netflix when those services were 

launched.  It goes on to say “Oi2Go is being touted as the American-Latino centric version of Netflix.”  

It also states “Oi2Go is the premier home and mobile OTT [over-the-top] platform for movies, TV and 

radio, catering to American Latinos everywhere.”  Throughout the ad, people are depicted viewing 

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various smart devices, including a scene with a family gathered around a large screen TV about to watch 

something with the Oi2Go logo on the screen.  The ad closes with the company’s logo over the words 

“TV SHOWS & MOVIES – ANYTIME, ANYWHERE.” 

C. Hernandez and Oi2Go Made Material Misrepresentations and  

Omissions in Oi2Go’s Roadshow Deck Regarding its Content  

Streaming Platform and Digital App 

 

29. Oi2Go also prepared a Roadshow Deck.  The Roadshow Deck was placed on ANI’s 

website, where the Offering Circular was also available to prospective investors.  Unlike the Offering 

Circular, the Roadshow Deck was a 25-page power point filled with images and statements about the 

company.   

30. The Roadshow Deck gave the appearance of a functioning business with the ability to 

stream American-Latino content through its digital app. 

31. The Offering Summary in the Roadshow Deck provides a curtailed explanation of the 

Use of Proceeds, omitting any mention of the need to develop its software application. 

32. A chart in the Roadshow Deck labeled “Competitive Advantage” compares Oi2Go with 

Netflix, Hulu, YouTube, Amazon and other similar companies based on 14 criteria, with Oi2Go being 

the only one to have all 14 boxes checked.  The first box is “Significant Mobile Presence.”  Another 

box—with Oi2Go being the only one having this advantage—was “Live TV.”  And Oi2Go and 

YouTube were the only ones marked as having “User Generated Content.”   

33.  The Roadshow Deck also made the following claim with a picture of a couple sitting in a 

living room watching a TV with the Oi2Go logo on it:  “Oi2Go is continuously entering into licensing 

agreements to distribute the latest premium Hollywood films and next-day television shows.  With on 

demand access, Users can instantly stream content to all of their compatible devices, whether at home or 

on the go.”  These statements were false. 

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34. A page in the Roadshow Deck entitled “Revenue Streams” lists advertising revenue, 

subscription revenue, live event revenue, licensing revenue, and “Transactional PPV-VOD” revenue.  

All items are discussed in present tense (e.g., “We work with many of the world’s largest advertising 

networks and agencies and major brand sponsors to monetize our platform’s advertising-funded business 

model;” “Premium subscribers have access to our premium channels….”; “Oi2Go generates material 

revenue from the sale, via VOD…of mostly premium Hollywood films….”), except one (“We will 

generate revenue from the sale of tickets to live events”).  These statements about revenue were false. 

35. The last page of the Roadshow Deck provides investors with the following reasons to 

invest: 

 

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These statements were false. 

D. Hernandez Misappropriated Oi2Go Investor Funds 

 

36. The Offering Circular disclosed that, as of the date of the filing, “OI2GO has one full-

time employee, Mr. Anthony Michael Hernandez who is not currently receiving a salary.”  It also stated 

that “[t]he number of business and direct research personnel hired by Oi2Go will scale based upon funds 

raised in the offering and as operating needs warrant.”  Accordingly, the Use of Proceeds section 

provided a range of anticipated salary costs (depending on the success of the capital raise), with the 

lowest being $625,000 if Oi2Go raised $5 million. 

37. While not receiving a formal salary, Hernandez simply used Oi2Go’s investor proceeds 

as an opportunity to fund personal expenses. 

38. Defendants raised approximately $1,317,000 from stock sales. 

39. Hernandez spent approximately $338,000 to develop the digital app. 

40. Hernandez spent approximately $488,000 of the offering proceeds to conduct the offering 

itself which included payments to VC Media, sales agents, audit fees, and counsel. 

41. Hernandez misappropriated approximately $456,000 of investor funds to pay his personal 

expenses.  For example, he used investor money to pay American Express bills -- which included 

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personal charges -- totaling $142,000, and to pay approximately $26,000 for expenses related to his 

divorce and child support payments.  He also withdrew approximately $100,000 in cash through wire 

transfers, bank teller withdrawals and ATM withdrawals.  Hernandez also used bank account debit cards 

for Oi2Go and Oi2 Media Corp., an affiliate, as personal expense cards, with approximately $160,000 

being used for his purchase of meals, coffee, gas, personal travel and retail store purchases.  Hernandez 

further made jewelry purchases totaling $10,000 at stores such as Cartier.  Finally, he made transfers via 

Zelle to his girlfriend totaling at least $18,206. 

42. The expenses referenced in paragraph 41 were not in compliance with the terms of the 

Offering Circular. 

E. Oi2Go Used TV Ads and Unregistered Brokers to Sell Its Stock 

 43. Oi2Go hired Dawson and his entities to produce TV ads promoting the offering.  The ads 

were focused not on Oi2Go’s business, but on the securities offering.  The ad opened with the line:  

“Imagine if you had invested with Amazon’s IPO stock in 1997….”  Throughout the running of the ad, a 

scrolling banner across the screen read “Oi2Go – American Latino Streaming Platform - Become an 

Owner - $10 A Share – Investment Opportunity, Anyone Can Invest.” 

 44. Although the ad contained a disclaimer (in small print, and not visible for very long) 

informing viewers that Oi2Go had a qualified Reg. A offering circular on file with the Commission, the 

TV ad did not deliver the offering circular to the viewers—something that is impossible to do in a 

broadcast TV ad that cannot provide a live hyperlink. 

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45. Rule 251(d)(1)(iii) of Reg. A under the Securities Act requires any written offers made 

after the offering statement has been qualified to be accompanied with or preceded by the most recent 

offering circular filed with the Commission for such offering.1 

46. Oi2Go’s TV ad therefore did not and could not comply with Reg. A’s requirement that 

the offer must be accompanied with or preceded by the offering circular. 

47. Visible throughout the duration of the ad was an 800 telephone number and the words 

“CALL NOW” above the words “DISCOVER INVESTMENT OPPORTUNITIES.”  People who called 

the number in the ad were then placed in the hands of a team of sales agents, arranged for by Dawson. 

48. Dawson found and trained the sales agents, and provided them with physical offices to 

use for a call center.  Although the sales agents were hired and paid directly by Oi2Go, the arrangement 

was superficially intended to avoid Dawson, his entities, and the sales agents being deemed unregistered 

brokers. 

49. Oi2Go’s Offering Circular stated that the company would distribute shares in reliance on 

Exchange Act Rule 3a4-1, which provides a safe harbor for an issuer’s associated persons to participate 

in the sale of the issuer’s securities without being deemed brokers. 

50. However, the sales agents recruited by Dawson received commissions from Oi2Go in 

addition to a fixed salary—an arrangement provided for in an August 2018 addendum to Oi2Go’s 

engagement letter with VC Media and Dawson.  The agents’ only role with respect to Oi2Go was 

handling Oi2Go’s securities offering, with no expectation of additional employment beyond that. 

51. The passage in the Offering Circular that stated that Oi2Go was relying on Rule 3a4-1 

also stated that the Company was not engaging commissioned brokers and would supplement its filing if 

                                                 
1  Under Securities Act Rule 405, “a written communication is any communication that is written, printed, 

a radio or television broadcast, or a graphic communication as defined in this section.” (Emphasis added.) 17 

C.F.R. § 230.405. 

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it engages “commissioned sales agents or underwriters.”  Oi2Go filed its original VC Media engagement 

letter with the Commission, but never filed the August 2018 addendum that provided that the Company 

would separately pay “$2000 per month/2% commission” as sales fees to those agents. 

52. The sales agents’ only function was answering investor calls and following up on 

investor leads. 

F. Oi2Go Failed to Update its Financial Information With the Commission 

53. Both Oi2Go’s Form 1-A Offering Statement (qualified on July 23, 2018) and its post-

qualification Offering Circular (dated August 30, 2018 and filed on August 31, 2018) provided investors 

with financial statements as of year-end 2017. 

54. The August 30, 2018 Offering Circular was the Company’s last filing with the 

Commission. 

55. Under Reg. A, the Company was required to file with the Commission periodic and 

current reports, including annual reports under Rule 257(b)(1) [17 C.F.R. § 230.257(b)(1)] of Reg. A.  

Further, Rule 251(d)(3)(i)(F) [17 C.F.R. § 230.251(d)(3)(i)] of Reg. A specifies that securities may be 

sold in a continuous offering only if the issuer is current in its annual and semiannual filings pursuant to 

Rule 257(b), at the time of such sale. 

56. Oi2Go, which had a fiscal year ending in December, should have filed a Form 1-K with 

financial statements for FY2018 by April 30, 2019.  However, it continued to sell securities to investors 

as late as August 2019.   

G. Hernandez Promises Oi2Go Investor Refunds  

57. Hernandez sent a letter to investors in 2022 stating that Oi2Go had become insolvent at 

the beginning of January 2019. 

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58. On March 21, 2022, Hernandez emailed a settlement letter to Oi2Go investors promising 

to refund their principal plus payment of a 20% “inconvenience fee.”  While Hernandez stated in the 

letter that the Company had become insolvent back in 2019, he further claimed he would be in a position 

to refund the investors in May 2022 because “Oi2Go Media Technologies, Inc. is happy to announce 

that it has entered into a deal with a media venture company to sell the rights and intellectual property 

and technologies built by the capital funds raised during the company’s REG-A+ offering.  The letter 

further stated “this event will undoubtedly trigger your imminent refund of capital provided to the 

company by your participation in such.” 

59. Hernandez had no reasonable basis on which to make the promises in the March 21, 2022 

settlement letter, and in fact did not make such refunds. 

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

(Against Both Defendants)  

 

60. The Commission realleges and incorporates by reference herein each and every allegation 

contained in paragraphs 1 – 42 and 57 – 59 of this Complaint. 

61. By engaging in the acts and conduct described in this Complaint, Defendants, directly or 

indirectly, singly or in concert, by use of the means or instrumentalities of interstate commerce, or of the 

mails, or of the facilities of a national securities exchange, in connection with the purchase or sale of 

securities of Oi2Go, knowingly, or severely or extremely recklessly: (a) employed devices, schemes, or 

artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts 

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

made, not misleading; and/or (c) engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon any person. 

62. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

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violated, are violating, and, unless restrained and enjoined, will continue to violate Section 10(b) of the 

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

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act 

(Against Both Defendants)  

 

63. The Commission realleges and incorporates by reference herein each and every allegation 

contained in paragraphs 1 – 42 and 57 – 59 of this Complaint. 

64. By engaging in the acts and conduct described in this Complaint, Defendants, directly or 

indirectly, singly or in concert, by use of the means or instruments of transportation or communication in 

interstate commerce or the mails, in the offer or sale of securities of Oi2Go, have: (a) knowingly, or 

severely or extremely recklessly, employed devices, schemes, and artifices to defraud; (b) knowingly, 

severely or extremely recklessly, or negligently obtained money or property by means of an untrue 

statement of a material fact or omission to state a material fact necessary in order to make the statement 

made, in light of the circumstances under which it was made, not misleading; or (c) knowingly, severely 

or extremely recklessly, or negligently engaged in transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon purchasers of securities of Oi2Go. 

65. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

violated, are violating, and, unless restrained and enjoined, will continue to violate Sections 17(a) of the 

Securities Act [15 U.S.C. §§ 77q(a)]. 

THIRD CLAIM FOR RELIEF 

Aiding and Abetting Violations of Sections 17(a)(2) of the Securities Act  

(Against Hernandez) 

 

66. The Commission realleges and incorporates by reference herein each and every allegation 

contained in paragraphs 1 – 42 and 57 – 59 of this Complaint. 

67. By engaging in the acts and conduct described in this Complaint, Defendant Hernandez 

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directly or indirectly, singly or in concert, provided knowing, or severely or extremely reckless, 

substantial assistance to Oi2Go which, by use of the means or instruments of transportation or 

communication in interstate commerce, or of the mails, in the offer or sale of securities of Oi2Go, has 

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

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

under which they were made, not misleading. 

68. By reason of the foregoing, Hernandez, directly or indirectly, singly or in concert, 

violated, is violating, and, unless restrained and enjoined, will continue to aid and abet violations of 

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

FOURTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) 

(Against Hernandez) 

 

69. The Commission realleges and incorporates by reference herein each and every allegation 

contained in paragraphs 1 – 42 and 57 – 59 of this Complaint. 

70. By engaging in the acts and conduct described in this Complaint, Defendant Hernandez 

directly or indirectly, singly or in concert, provided knowing, or severely or extremely reckless, 

substantial assistance to Oi2Go and others, which, by use of the means or instrumentalities of interstate 

commerce, or of the mails, or of the facilities of a national securities exchange, in connection with the 

purchase or sale of securities of Oi2Go made untrue statements of material facts or omitted to state 

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

they were made, not misleading. 

71. By reason of the foregoing, Defendant Hernandez aided and abetted, and, unless 

restrained and enjoined, will continue aiding and abetting Oi2Go’s violations of Section 10(b) of the 

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

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FIFTH CLAIM FOR RELIEF 

Unregistered Offering or Sale of Securities in Violation of  

Sections 5(a) and (c) of the Securities Act  

(Against Both Defendants) 

 

72. The Commission realleges and incorporates by reference herein each and every allegation 

contained in paragraphs 1 – 56 of this Complaint. 

73. By engaging in the acts and conduct described in this Complaint, Defendants, directly or 

indirectly, singly or in concert, (i) made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to sell securities through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the 

purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in interstate 

commerce, by any means or instruments of transportation, securities, as to which no registration 

statement was in effect; or (iii) made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or offer to buy, through the use or 

medium of a prospectus or otherwise, securities as to which no registration statement had been filed.  

The shares of Oi2Go Media Technologies, Inc. that Defendants offered and sold as alleged herein 

constitute “securities” as defined in the Securities Act and the Exchange Act. 

74. By reason of the foregoing, Defendants have violated, and, unless restrained and 

enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 

(c)]. 

 

SIXTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 15(a)(1) of the Exchange Act 

(Against Both Defendants) 

 

75. The Commission realleges and incorporates by reference Paragraphs 1 – 24 and 43 – 52 

of its Complaint. 

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76. By engaging in the acts and conduct described in this Complaint, Oi2Go and Hernandez 

provided knowing and substantial assistance to Dawson, VC Media, and ANI, who made use of the 

mails or other instrumentalities of interstate commerce to effect transactions in, or to induce or to 

attempt to induce the purchase or sale of securities while not registered with the Commission as brokers 

or dealers or not associated with an entity registered with the Commission as a broker-dealer.  

77. By reason of the foregoing, Defendants Oi2Go and Hernandez aided and abetted, and, 

unless restrained and enjoined, will continue aiding and abetting, Dawson, VC Media, and ANI, 

violations of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)], in violation of Section 20(e) 

of the Exchange Act [15 U.S.C. § 78t(e)]. 

 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court grant the following relief, 

in a Final Judgment: 

I. 

Finding that Defendants violated the federal securities laws and rules as alleged against them 

here; 

II. 

 Permanently restraining and enjoining Defendants, their agents, servants, employees and 

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

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

Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)] by selling securities while 

violating the terms of Reg. A under the Securities Act; 

  

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III. 

Permanently restraining and enjoining Defendants and each of their agents, servants, employees, 

attorneys and other persons in active concert or participation with them who receive actual notice of the 

injunction by personal service or otherwise from violating Section 17(a) of the Securities Act, 15 U.S.C. § 

77q(a), by, directly or indirectly, making any false or misleading statement, or disseminating any false or 

misleading documents, materials, information, or advertising for investors, and other communications with 

the investing public, or by engaging in a device, artifice, or scheme to defraud, or to engage in any 

transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a 

purchaser, involving the making or dissemination of false or misleading information about any company 

whose securities Defendants are selling; 

IV. 

Permanently restraining and enjoining Defendants and each of their agents, servants, employees, 

attorneys and other persons in active concert or participation with them who receive actual notice of the 

injunction by personal service or otherwise from violating Section 10(b) of the Exchange Act, 15 U.S.C. § 

78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, by, directly or indirectly, making any false or 

misleading statement, or disseminating any false or misleading documents, materials, information, 

advertising for investors, or other false or misleading communications with the investing public, or by 

engaging in a device, artifice, or scheme to defraud or to engage in any act, practice, or course of business 

which operates or would operate as a fraud or deceit upon any purchaser, involving the making or 

dissemination of false or misleading information about any company whose securities Defendants are 

selling; 

V. 

Permanently restraining and enjoining Defendants, their respective agents, servants, employees 

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

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the injunction by personal service or otherwise, and each of them, from future violations of Section 

15(a) of the Exchange Act [15 U.S.C. § 78o] by inducing or to attempt to induce the purchase or sale of 

securities while not registered with the Commission as brokers or dealers or not associated with an entity 

registered with the Commission as a broker-dealer. 

VI. 

Permanently barring Hernandez from serving as an officer or director of any company that has a 

class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file 

reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 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)]; 

VII. 

Ordering Defendants to disgorge all ill-gotten gains from the conduct alleged in this Complaint 

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

and (d)(7)], and to pay prejudgment interest thereon; 

VIII. 

Ordering Defendants to pay civil money penalties pursuant to Section 20(d)(2) of the Securities 

Act [15 U.S.C. § 77t(d)(2)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; and 

IX. 

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

  

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JURY DEMAND 

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

jury as to all issues so triable. 

Dated: December 20, 2022 

New York, New York 

     By:  _____________________________ 

      Christopher J. Dunnigan 

      Thomas P. Smith, Jr. 

      Adam Grace 

      Yitzchok Klug 

      Kenneth V. Byrne 

      Attorneys for Plaintiff 

      SECURITIES AND EXCHANGE COMMISSION 

      New York Regional Office 

      100 Pearl Street, Suite 20-100 

      New York, New York 10004-2616  

      (212) 336-0061 (Dunnigan) 

      Email: [email protected] 

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