SEC v. ADRIAN J. KAWUBA, No. 1:22-cv-11897-NMG, District of Massachusetts (Nov. 14, 2022) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

___________________________________________
)
SECURITIES AND EXCHANGE COMMISSION,    )
)
Plaintiff,   )
)
v.      ) Civil Action No.
)
ADRIAN J. KAWUBA,    ) JURY TRIAL DEMANDED
       )
   Defendant.   ) FILED UNDER SEAL
       )
___________________________________________ )

COMPLAINT
Plaintiff Securities and Exchange Commission (“the Commission”) alleges the
following against defendant Adrian J. Kawuba (“Kawuba”):
SUMMARY
1. From late 2018 through at least October 2022, Kawuba deceived multiple
investors into giving him hundreds of thousands of dollars, promising to invest their money in
opportunities related to supposed athletic and entertainment ventures. Kawuba promised returns
of 25% to 50% in short periods. Kawuba’s statements to investors about how he would invest
and manage their money were lies. In reality, Kawuba spent investor funds on personal
expenses including a luxury automobile, jewelry, and designer clothing, and he used later
investor money to pay earlier investors in Ponzi-like fashion. After Kawuba ran out of money
and was unable to pay the promised returns, he continued deceiving his investors by offering a
litany of excuses for his delays.
2. Kawuba entered into at least 20 “Investment Agreements” and personal
guarantee agreements with the five largest investors who formed the core of his scheme and

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together invested approximately $1.9 million from May 2019 through November 2021. The
Investment Agreements and personal guarantee agreements falsely promised returns of 25% to
50% in as little as twelve days to seven months. The Investment Agreements also falsely stated
that investors’ funds would finance short-term projects, including youth sports, entertainment
events, and the costs associated with transferring players between private soccer clubs. The
Investment Agreements are securities that are subject to the federal securities laws enforced by
the Commission.
3. Kawuba’s actual use of the core investors’ funds reveals that his investment
representations were fabrications. Contrary to what he told the investors the money would be
used for, Kawuba operated a Ponzi-like scheme, using later investors’ money to pay back
earlier investors. He also used investors’ money to pay for personal trips to Florida and the
Greek Islands, to purchase a Lexus automobile, and to buy tens of thousands of dollars’ worth
of goods at several fashion and jewelry stores.
4. Early in the scheme, and through late 2021, Kawuba made repayments of
principal and purported returns to core investors mostly with money taken in from the core
investors themselves. Beginning in November 2021, however, Kawuba fell into arrears and
failed to make payments as promised. By that time, Kawuba had repaid his five core investors
approximately $1.6 million of the $1.9 million raised. As a result, Kawuba failed to repay
approximately $280,000 of the monies fraudulently collected from those investors. Instead, he
came up with a variety of excuses to explain his delays. Kawuba even provided these core
investors a doctored screenshot of an online bank statement showing a fictitious incoming wire
transfer of $10.5 million that he falsely claimed would be used to pay back the amounts due.
5. Aside from his five core investors, Kawuba has solicited funds from at least ten
other individuals for purported “investments” and has continued to receive funds from

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additional investors into late 2022. From these other investors, Kawuba raised approximately
$64,510, of which he has repaid $31,907, leaving $32,603 yet to be returned. Although the
dollar amounts he obtained from these other investors are significantly smaller than the amounts
he received from his “core” investor group, Kawuba’s continued receipt of funds for investment
purposes from these other investors as recently as October 2022 represents a continuing harm to
investors.
6. By engaging in the conduct alleged, Kawuba violated, and unless restrained and
enjoined, will continue to violate, Section 17(a) of the Securities Act of 1933 (the “Securities
Act”) and Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule
10b-5 thereunder.
7. Based on these violations, the Commission seeks emergency preliminary relief,
including a temporary restraining order and subsequent preliminary injunction: (a) prohibiting
Kawuba from continuing to violate the Securities Act and the Exchange Act; (b) freezing
Kawuba’s assets; (c) requiring Kawuba to provide an accounting of investor money and all uses
of funds; (d) prohibiting Kawuba from accepting or depositing any monies obtained from
investors pending the resolution of this action; (e) requiring Kawuba to repatriate assets; and (f)
restraining Kawuba from destroying, concealing, or disposing of property or documents related
to the conduct alleged in this Complaint.
8. The Commission also seeks: (a) permanent injunctions; (b) disgorgement of
Kawuba’s ill-gotten gains, plus prejudgment interest; (c) civil penalties due to the egregious
nature of Kawuba’s violations; and (d) such other and further relief as the Court deems just and
proper.

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JURISDICTION AND VENUE
9. The Commission brings this action pursuant to the enforcement authority
conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d)
of the Exchange Act [15 U.S.C. § 78u(d)].
10. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§ 78u(d), 78u(e), 78aa].
11. 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], because a substantial
part of the acts constituting the alleged violations occurred in Massachusetts and Kawuba
resides in Massachusetts and transacts business here.
12. In connection with the conduct alleged in this Complaint, Kawuba directly or
indirectly made use of the means or instruments of transportation or communication in
interstate commerce, the facilities of a national securities exchange, or the mails. At least three
of Kawuba’s investors live and did business with Kawuba from outside of Massachusetts. In
connection with his scheme, Kawuba engaged in interstate and international wiring of funds,
and, in communicating with his investors, Kawuba sent and received emails and text messages
across state lines and international borders.
13. Kawuba’s conduct involved fraud, deceit, manipulation, or deliberate or reckless
disregard of regulatory requirements, and resulted in substantial loss, or significant risk of
substantial loss, to other persons.

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DEFENDANT
14. Adrian Kawuba, 33, is a Ugandan citizen who resides in Watertown,
Massachusetts. Kawuba maintained and was the sole signatory on multiple bank accounts and
mobile payment services that he used for financial transactions with investors.
FACTS
15. Kawuba operated a multi-year fraudulent scheme in which he falsely promised
investors he would use their funds for investment opportunities and pay returns of 25% to 50%
in as little as twelve days to seven months. Contrary to his representations, Kawuba instead
used later investor money to pay earlier investors in order to keep his scheme going, and he
misappropriated investor funds to pay for various personal expenditures. Kawuba’s scheme
began with two small investors in late 2018 and continued with a “core scheme” involving five
new investors and investments of almost $1.9 million beginning in May 2019 and continuing
through November 2021. In addition to the two 2018 investors and the five “core” investors,
Kawuba’s scheme involves at least eight other investors from whom Kawuba has received
funds, with certain investors providing Kawuba with funds as recently as October 2022. In total,
Kawuba raised approximately $1.96 million in his scheme and paid back approximately $1.65
million. He failed to repay slightly more than $312,000 of investor money.
I. Kawuba Reconnects with a College Classmate and
Solicits Him to Begin Investing in a Fraudulent Scheme.

16. Kawuba’s scheme had commenced by the fall of 2018, when he obtained a total
of $6,500 from two investors in September and October. Kawuba’s bank account records show
no indication that he ever repaid any of this money.
17. In early 2019, Kawuba reconnected with a college classmate, Investor A (who at
the time lived in New York), and solicited him to invest in a purported investment opportunity

6
concerning youth sports. To induce Investor A to invest, Kawuba provided Investor A with a
written overview of Kawuba’s investment program that contained various representations,
including “Invest With Us – Earn 40% Annual Return” and “Your Investment Is Protected
100%.” The overview document also stated that investor funds would be used to “loan[] money
to youth sports businesses with consistent cash flow like camps, academies, leagues, event
businesses, and tournaments....”  In addition, the overview stated that Kawuba will “personally
guarantee the initial investment and quarterly return of 10%-15%, leaving the investor with no
risk.”
18. On May 16, 2019, Investor A entered into an “Investment Agreement,” agreeing
to invest $5,000 with Kawuba, who personally guaranteed to pay a return of 25% in three
months. The Investment Agreement stated that “[f]unds will be used to finance the short-term
capital needs of youth sports businesses.”  Even though Kawuba did not invest the money as
stated, he arranged for Investor A to receive the promised interest and return of principal on
August 30, 2019.
II. Kawuba Ensnares Five Core Investors to Invest
$1.9 Million Over Two Years.

19. After this initial investment with Investor A and continuing into November 2021,
Kawuba solicited Investor A and four others to make several investments totaling almost $1.9
million. During this time, Kawuba repeatedly represented to these core investors that he would
use their funds to invest in specific opportunities, promising returns of 25% to 50% in as little
as twelve days to seven months. In actuality, Kawuba never invested the funds as promised.
From the beginning, Kawuba did not disclose to investors and potential investors that he instead
used investor funds to make personal purchases and used later investor money to pay earlier

7
investors. Concealing these crucial facts rendered Kawuba’s statements materially false and
misleading.
20. On January 27, 2020, Investor A entered into his second Investment Agreement
with Kawuba, investing $50,000 in exchange for a “guaranteed” 30% return in five months. The
Investment Agreement provided that Investor A’s funds would be used “to finance upcoming
events including Afronation,” a multi-day music festival. The Investment Agreement also stated
that Kawuba “personally guarantees” the 30% return.
21. In August 2020, Investor A, along with his uncle and cousin, agreed to invest
with Kawuba through a limited liability company that served as an investment vehicle
(“Investor B”). On August 21, 2020, Investor B entered into an Investment Agreement with
Kawuba, agreeing to invest $100,000 for a 50% return in seven months. The Investment
Agreement stated that Investor B’s funds would be used “to provide short-term private
financing solutions to soccer clubs for transfer market transactions and deals.”  For both the
January 27, 2020 investment and the August 21, 2020 investment, Kawuba also provided
separate written “Personal Guarantee Agreements,” representing that he personally guaranteed
that the funds committed by Investors A and B would be returned.
22. The pace of investments increased significantly in 2021, with Kawuba entering
into 17 more transactions between February 2021 and November 2021. The transactions in
2021 involved Investors A and B, as well as three other investors: Investor C (a New York
resident), Investor D (a Canadian resident), and Investor E (a resident of the United Arab
Emirates). Most of these Investment Agreements included a linked Personal Guarantee
Agreement.
23. The terms of all 20 Investment Agreements and/or their linked Personal
Guarantee Agreements followed a similar pattern:  Kawuba promised returns of 25% to 50%

8
with a relatively short duration ( twelve days to five months). Each Personal Guarantee
Agreement referred to the individual contributing funds as an “investor.” Similarly, each
Investment Agreement included a paragraph titled “Investment,” in which the individual
contributing funds was described as “making an investment.” The Investment Agreements
required no active role on the part of the investor. All but one of the Investment Agreements
expressly specified that investors’ money would be invested by Kawuba. Ten of the Investment
Agreements specified that funds would be invested through Kawuba’s “investment vehicle.”
The “Use of Funds” section in the Investment Agreements provided that investors’ monies
would be used for a variety of purposes, including “short-term private financing deals to
purchase inventory and fulfill pre-orders;” “short-term private financing deals;” “a short-term
private lending deal;” “a short-term private financing sports deal;” and “short-term private
financing solutions to soccer clubs for their transfer market transactions and deals.”
24. The following chart is a summary of the investment terms for all 20 transactions
between Kawuba and his five core investors:
Transaction Core
Investor
Investment
Agreement
Date
Amount
Invested
Promised
Return %/
Due Date
Stated Use of Funds
Trans. 1 Investor A May 16, 2019 $5,000 25% /
Aug. 16, 2019
“the short-term capital needs of youth
sports businesses”
Trans. 2 Investor A Jan. 27, 2020 $50,000 30% /
Jun. 28, 2020
“upcoming events including Afronation”
Trans. 3 Investor B Aug. 21,
2020
$100,000 50% /
Mar. 21, 2021
“financing solutions to soccer clubs for
transfer market transactions and deals”
Trans. 4 Investor B Feb. 12, 2021 $10,000 35% /
Feb. 24, 2021
“deals to purchase inventory and fulfill
pre-orders”
Trans. 5 Investor B Mar. 3, 2021 $20,000 25% /
Mar. 19, 2021
“short-term private financing deals”
Trans. 6 Investor B Apr. 5, 2021 $30,000 38% /
Apr. 21, 2021
“short-term private lending deal”

9
Transaction Core
Investor
Investment
Agreement
Date
Amount
Invested
Promised
Return %/
Due Date
Stated Use of Funds
Trans. 7 Investor A Apr. 5, 2021 $80,000 40% /
May 10, 2021
“short-term private financing sports
deal”
Trans. 8 Investor B Apr. 26, 2021 $200,000 45% /
Jun. 14, 2021
“short-term private financing sports
deal”
Trans. 9 Investor B May 11, 2021 $100,000 45% /
Aug. 3, 2021
“financing solutions to soccer clubs for
their transfer market transactions and
deals”
Trans. 10 Investor A May 11, 2021 $100,000 45% /
Aug. 3, 2021
“financing solutions to soccer clubs for
their transfer market transactions and
deals”
Trans. 11 Investor A June 15, 2021 $30,000 30% /
Jun. 29, 2021
“short-term private lending deal”
Trans. 12 Investor B June 17, 2021 $240,000 43% /
Nov. 30, 2021
“private financing sports deals”
Trans. 13 Investor B
Investor C
Investor D
June 17, 2021 $150,000 40% /
Aug. 23, 2021
“financing solutions to soccer clubs for
transfer market transactions and deals”
Trans. 14 Investor B Aug. 5, 2021 $100,000 50% /
Nov. 17, 2021
“financing solutions to soccer clubs for
transfer market transactions and deals”
Trans. 15 Investor A Aug. 5, 2021 $150,000 50% /
Nov. 17, 2021
“financing solutions to soccer clubs for
transfer market transactions and deals”
Trans. 16 Investor A Aug. 20,2021 $30,000 30% /
Sept. 9, 2021
“short-term private lending deal”
Trans. 17 Investor B
Investor C
Investor D
Aug. 31,
2021
$300,000 40% /
Nov. 10, 2021
“private sports financing deals”
Trans. 18 Investor E Nov. 15,
2021
$150,000 40% /
Feb. 1, 2022
“private financing sports deals”
Trans. 19 Investor C Nov. 26,
2021
$150,000 41% /
Mar. 19, 2022
Not yet known. While Personal
Guarantee Agreements establish the
amount, return rate, and duration of
these investments, the Commission has
not obtained an Investment Agreement
with stated use of funds.
Trans. 20 Investor D Nov. 26,
2021
$144,980 41% /
Mar. 19, 2022

25. For each of these 20 investments, Kawuba instructed the core investors to wire
their funds to Kawuba’s personal bank account. For the first investment on May 16, 2019,
Investor A wired $5,000 to Kawuba’s personal bank account at Bank 1. For the other 19

10
investments, Kawuba’s investors wired their funds to Kawuba’s personal bank account at Bank
2, where the investor money was pooled. On at least one occasion, Kawuba told Investors A, C,
and D via email that the investment was one of ten that would go toward a common purpose.
III. Kawuba Used Incoming Funds from Early Investments to Pay Out
Investments Coming Due, and He Misappropriated Investors’ Funds for
Personal Use.
26. Kawuba did not use any of the investor money for the stated investment
purposes. Instead, Kawuba used later investors’ money to pay earlier investors, and he spent
investor funds on personal expenses.
27. Kawuba used incoming money to pay out on earlier investments. For example,
on April 26, 2021, two weeks before Kawuba was due to pay Investor A $112,000 (Transaction
7 in the chart above), Kawuba’s account at Bank 2 had a negative balance of ($145.85). On
April 26, 2021, Kawuba solicited his largest transaction up to that time—a $200,000 investment
by Investor B (Transaction 8). Kawuba then used a portion of that money to make the $112,000
payment to Investor A on May 7, 2021. Similarly, on August 3, 2021, Kawuba had two
investments coming due, with both Investor A and Investor B owed $145,000 each
(Transactions 9 and 10). However, on August 2, 2021, Kawuba’s account only held
$189,591.32—over $100,000 less than the payments Kawuba needed to make the following
day. Kawuba made one $145,000 payment to Investor A on August 3 to close out Transaction
10, delaying the payout to Investor B for Transaction 9 until August 6. In the interim, Kawuba
obtained $150,000 from Investor A pursuant to an Investment Agreement dated August 5
(Transaction 15), giving him sufficient capital to return $145,000 back to Investor B and close
out Transaction 9 the following day.
28. Kawuba also encouraged investors to “roll” current amounts due into new
investments, thereby concealing his true financial condition and postponing his obligation to

11
pay. For example, Kawuba was obligated to pay Investor B $290,000 on June 14, 2021
(Transaction 8). Kawuba did not have sufficient funds available in his Bank 2 account to make
that payment, even after Investors A and B invested $100,000 each on May 12, 2021
(Transactions 9 and 10, respectively). By June 14, 2021 (when the payment on Transaction 8
was due), Kawuba’s Bank 2 account balance was $180,947.45—more than $100,000 short of
the $290,000 he owed Investor B.
29. Kawuba concealed from Investor B material information concerning his financial
condition and inability to make full payment on Transaction 8. Instead, Kawuba convinced
Investor B to “roll” $240,000 of the $290,000 Kawuba owed Investor B into a new investment
of $240,000, thereby enabling Kawuba to avoid making a payout for which he did not have
sufficient funds. On June 17, 2021, Investor B entered into an Investment Agreement with
Kawuba, agreeing to invest $240,000 for a guaranteed 43% return in just over five months
(Transaction 12). Consistent with Kawuba’s prior pattern of lies, the Investment Agreement
stated that “[f]unds will be deployed by Adrian Kawuba into private financing sports deals....”
On June 18, 2021, Kawuba then remitted $50,000 to Investor B for the balance owed on
Transaction 8.
30. Kawuba also used investor money for personal purchases. For example, on June
15, 2021—the day after he was supposed to make full payment on Transaction 8 to Investor B,
and the same day that he solicited Investor A to invest $30,000 in Transaction 11—Kawuba
spent $48,000 in investor funds at a  Lexus dealership.
31. Kawuba made other purchases during this time. On September 7, 2021, he spent
$13,122 at a jewelry store. And on several occasions from September to November 2021, he
spent a total of $40,684.89 at ten fashion stores. All of these purchases were made with investor
money.

12
32. He also used investor money to pay for an April 2021 trip to Florida; a
September 2021 trip to Florida, which included a stays at hotels that cost approximately $3,000;
and an October 2021 trip to Greece, spending over $10,000 on a hotel and other travel costs.
33. Kawuba also used investor money to make personal payments of $60 to $200 to
more than 40 individuals via a mobile payment application.
IV. Kawuba Fabricates Excuses To His Investors to Explain His Failure to
Make Payments.
34. Kawuba repaid core investors the promised interest and return of principal on all
transactions that were due prior to November 2021. Beginning in November 2021, however,
Kawuba stopped making some of the payments due. Specifically, Kawuba failed to pay Investor
A and Investor B the payments as promised in their Investment Agreements that were due on
November 17 and November 30, 2021 ($343,200 due on Transaction 12 and $225,000 due on
Transaction 15). Kawuba also failed to pay Investor B the $140,000 payment when due on
November 10, 2021 (Transaction 17) or the $150,000 payment when due on November 17,
2021 (Transaction 14). He ultimately made the payments two weeks later on November 30,
2021 and December 1, 2021, after receiving $444,980 total from Investors C, D, and E between
November 18 and November 30 (Transactions 18-20). With respect to those November 2021
transactions involving Investors C, D, and E, Kawuba failed to make any payment whatsoever
notwithstanding the promises Kawuba made to Investors C, D, and E in the Investment
Agreements or personal guarantee agreements ($210,000 due on Transaction 18, $211,500 due
on Transaction 19, and $216,500 due on Transaction 20).
35. Kawuba lulled his core investors with various representations to explain away his
delays in repayment. Kawuba told them that his bank account at Bank 2 had been frozen, that
his bank had difficulty processing an international wire, that he was incapacitated as a result of

13
a COVID-19 infection and other illness, that he was arranging a funeral for a close friend, and
that he needed to attend family meetings to discuss his father’s treatment for cancer. Kawuba
also informed investors that he was unable to wire out money as a result of divorce proceedings.
36. Kawuba’s string of excuses to investors continued in text messages sent as
recently as September 2022, when Kawuba blamed his inability to make payments on an
expired green card preventing him from accessing his financial accounts and the U.S.
Citizenship and Immigration Service delaying the scheduling of an appointment for him to
process the renewal.
37. Kawuba even fabricated an incoming wire of $10.5 million from a soccer team to
make it appear that funds were available to pay the amounts due. In a January 2022 text
message, Kawuba provided Investor A with a doctored screenshot of his personal Bank 2
account online transaction ledger reflecting an incoming wire dated January 27, 2022 of
$10,500,000.00 and identified as “WIRE TRANSFER INCOMING JSW FOOTBALL
INVESTMENTS LTD.”  This purported wire was complete fiction. To the contrary, Kawuba’s
Bank 2 account balance on January 27, 2022 was $1,930.54. Kawuba knew, or was reckless in
not knowing, that no wire was incoming. This falsehood was merely part of his overall scheme.
38. With respect to the 20 transactions between Kawuba and core Investors A
through E, Kawuba illicitly profited by more than $280,000.
V. Kawuba Received More Investor Funds Throughout 2022
39. Aside from the two investors who invested in 2018 and the five core investors,
Kawuba has obtained investments from at least eight other investors. The eight known
additional investors have paid Kawuba a total of $58,010 and received $31,907, with $26,103
yet to be returned. The vast majority of investments from these eight other investors—$53,010
of the $58,010 invested—occurred from January 2022 through October 2022. As such, although

14
Kawuba has failed to make any payments to Investors A through E after December 1, 2021,
Kawuba has continued to receive investments from new investors. There has been no indication
that Kawuba’s misconduct will stop.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Section 17(a) of the Securities Act)
40. The Commission repeats and incorporates by reference the allegations in
paragraphs 1-39, above.
41. By reason of the foregoing, Kawuba, directly or indirectly, acting intentionally,
knowingly, recklessly, or negligently, by use of the means or instruments of transportation or
communication in interstate commerce or by the use of the mails, in the offer or sale of
securities: (a) has employed or is employing devices, schemes, or artifices to defraud; (b) has
obtained money or property by making untrue statements of material fact or omitting material
facts necessary to make the statements made not misleading; or (c) has engaged or is engaging
in transactions, practices, or courses of business which operated as a fraud or deceit upon the
purchasers of such securities.
42. By reason of the conduct described above, Kawuba has violated, and unless
enjoined will continue to violate, Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
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)
43. The Commission repeats and incorporates by reference the allegations in
paragraphs 1-39, above.

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44. By reason of the foregoing, Kawuba, directly or indirectly, acting intentionally,
knowingly or recklessly, in connection with the purchase or sale of securities, by use of the
means or instrumentalities of interstate commerce or the facilities of a national securities
exchange or the mail: (a) has employed or is employing devices, schemes, or artifices to
defraud; (b) has made or is making untrue statements of material fact or has omitted or are is to
state material fact(s) necessary to make the statements made not misleading; or (c) has engaged
or is engaging in acts, practices, or courses of business which operate as a fraud or deceit upon
certain persons.
45. By engaging in the conduct described above, Kawuba has violated, and unless
enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
WHEREFORE, the Commission requests that this Court:
A. Enter a temporary restraining order prohibiting further violations of Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; an order freezing all assets
held for Kawuba’s direct or indirect benefit, and/or subject to Kawuba’s direct or indirect
control; an order requiring Kawuba to deposit all investor-derived cash with the court; an order
requiring an expedited accounting of Kawuba’s assets and liabilities, including but not limited
to all monies directly or indirectly received from investors and all uses of investor funds; an
order prohibiting Kawuba from continuing to  accept or deposit additional investor funds; an
order requiring Kawuba to repatriate all assets held for Kawuba’s direct or indirect benefit,
and/or subject to Kawuba’s direct or indirect control located outside the United States; an order

16
prohibiting the alteration or destruction of relevant documents; and, upon further motion, enter a
preliminary injunction for the same relief, including all relief requested above;
B. Enter a permanent injunction restraining Kawuba and any persons in active
concert or participation with him who receive actual notice of the injunction by personal service
or otherwise, including facsimile transmission or overnight delivery service, from directly or
indirectly engaging in the conduct described above, or in conduct of a similar purport and effect,
in violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder;
C. Enter a permanent injunction restraining Kawuba from, directly or indirectly,
including, but not limited to, through any entity owned or controlled by Kawuba, participating
in the offer or sale of any security to investors or potential investors, including but not limited to
soliciting or accepting funds from any investor or potential investor in the offer or sale of any
securities, provided, however, that such injunction shall not prevent Kawuba from purchasing or
selling registered securities for his own personal account;
D. Require Kawuba to disgorge his ill-gotten gains, plus pre-judgment interest
pursuant to Sections 21(d)(3) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (7)];
E. Require Kawuba to pay appropriate civil monetary 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)];
F. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
G. Grant such other and further relief as the Court deems just and proper.

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JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.
Respectfully submitted,
 SECURITIES AND EXCHANGE COMMISSION
 By its attorneys,

David H. London (BBO# 638289)
Jonathan T. Menitove (BBO# 710545)
Sean J. Fishkind (BBO# 707172)
Boston Regional Office
33 Arch Street, 24th Floor
Boston, MA 02110
(617) 573-8997 (London)
[email protected]

Dated: November 10, 2022

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 
___________________________________________ 

) 
SECURITIES AND EXCHANGE COMMISSION, ) 

) 
Plaintiff,   ) 

) 
v.      ) Civil Action No. 

) 
ADRIAN J. KAWUBA,    ) JURY TRIAL DEMANDED 
       ) 
   Defendant.   ) FILED UNDER SEAL 
       ) 
___________________________________________ ) 
 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“the Commission”) alleges the 

following against defendant Adrian J. Kawuba (“Kawuba”): 

SUMMARY 

1. From late 2018 through at least October 2022, Kawuba deceived multiple 

investors into giving him hundreds of thousands of dollars, promising to invest their money in 

opportunities related to supposed athletic and entertainment ventures. Kawuba promised returns 

of 25% to 50% in short periods. Kawuba’s statements to investors about how he would invest 

and manage their money were lies. In reality, Kawuba spent investor funds on personal 

expenses including a luxury automobile, jewelry, and designer clothing, and he used later 

investor money to pay earlier investors in Ponzi-like fashion. After Kawuba ran out of money 

and was unable to pay the promised returns, he continued deceiving his investors by offering a 

litany of excuses for his delays. 

2. Kawuba entered into at least 20 “Investment Agreements” and personal 

guarantee agreements with the five largest investors who formed the core of his scheme and 

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2 

together invested approximately $1.9 million from May 2019 through November 2021. The 

Investment Agreements and personal guarantee agreements falsely promised returns of 25% to 

50% in as little as twelve days to seven months. The Investment Agreements also falsely stated 

that investors’ funds would finance short-term projects, including youth sports, entertainment 

events, and the costs associated with transferring players between private soccer clubs. The 

Investment Agreements are securities that are subject to the federal securities laws enforced by 

the Commission. 

3. Kawuba’s actual use of the core investors’ funds reveals that his investment 

representations were fabrications. Contrary to what he told the investors the money would be 

used for, Kawuba operated a Ponzi-like scheme, using later investors’ money to pay back 

earlier investors. He also used investors’ money to pay for personal trips to Florida and the 

Greek Islands, to purchase a Lexus automobile, and to buy tens of thousands of dollars’ worth 

of goods at several fashion and jewelry stores. 

4. Early in the scheme, and through late 2021, Kawuba made repayments of 

principal and purported returns to core investors mostly with money taken in from the core 

investors themselves. Beginning in November 2021, however, Kawuba fell into arrears and 

failed to make payments as promised. By that time, Kawuba had repaid his five core investors 

approximately $1.6 million of the $1.9 million raised. As a result, Kawuba failed to repay 

approximately $280,000 of the monies fraudulently collected from those investors. Instead, he 

came up with a variety of excuses to explain his delays. Kawuba even provided these core 

investors a doctored screenshot of an online bank statement showing a fictitious incoming wire 

transfer of $10.5 million that he falsely claimed would be used to pay back the amounts due.  

5. Aside from his five core investors, Kawuba has solicited funds from at least ten 

other individuals for purported “investments” and has continued to receive funds from 

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3 

additional investors into late 2022. From these other investors, Kawuba raised approximately 

$64,510, of which he has repaid $31,907, leaving $32,603 yet to be returned. Although the 

dollar amounts he obtained from these other investors are significantly smaller than the amounts 

he received from his “core” investor group, Kawuba’s continued receipt of funds for investment 

purposes from these other investors as recently as October 2022 represents a continuing harm to 

investors. 

6. By engaging in the conduct alleged, Kawuba violated, and unless restrained and 

enjoined, will continue to violate, Section 17(a) of the Securities Act of 1933 (the “Securities 

Act”) and Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 

10b-5 thereunder.  

7. Based on these violations, the Commission seeks emergency preliminary relief, 

including a temporary restraining order and subsequent preliminary injunction: (a) prohibiting 

Kawuba from continuing to violate the Securities Act and the Exchange Act; (b) freezing 

Kawuba’s assets; (c) requiring Kawuba to provide an accounting of investor money and all uses 

of funds; (d) prohibiting Kawuba from accepting or depositing any monies obtained from 

investors pending the resolution of this action; (e) requiring Kawuba to repatriate assets; and (f) 

restraining Kawuba from destroying, concealing, or disposing of property or documents related 

to the conduct alleged in this Complaint. 

8. The Commission also seeks: (a) permanent injunctions; (b) disgorgement of 

Kawuba’s ill-gotten gains, plus prejudgment interest; (c) civil penalties due to the egregious 

nature of Kawuba’s violations; and (d) such other and further relief as the Court deems just and 

proper.  

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4 

JURISDICTION AND VENUE 

9. The Commission brings this action pursuant to the enforcement authority 

conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d) 

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

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

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

U.S.C. §§ 78u(d), 78u(e), 78aa]. 

11. 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], because a substantial 

part of the acts constituting the alleged violations occurred in Massachusetts and Kawuba 

resides in Massachusetts and transacts business here.  

12. In connection with the conduct alleged in this Complaint, Kawuba directly or 

indirectly made use of the means or instruments of transportation or communication in 

interstate commerce, the facilities of a national securities exchange, or the mails. At least three 

of Kawuba’s investors live and did business with Kawuba from outside of Massachusetts. In 

connection with his scheme, Kawuba engaged in interstate and international wiring of funds, 

and, in communicating with his investors, Kawuba sent and received emails and text messages 

across state lines and international borders. 

13. Kawuba’s conduct involved fraud, deceit, manipulation, or deliberate or reckless 

disregard of regulatory requirements, and resulted in substantial loss, or significant risk of 

substantial loss, to other persons.  

 

 

 

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DEFENDANT 

14. Adrian Kawuba, 33, is a Ugandan citizen who resides in Watertown, 

Massachusetts. Kawuba maintained and was the sole signatory on multiple bank accounts and 

mobile payment services that he used for financial transactions with investors. 

FACTS 

15. Kawuba operated a multi-year fraudulent scheme in which he falsely promised 

investors he would use their funds for investment opportunities and pay returns of 25% to 50% 

in as little as twelve days to seven months. Contrary to his representations, Kawuba instead 

used later investor money to pay earlier investors in order to keep his scheme going, and he 

misappropriated investor funds to pay for various personal expenditures. Kawuba’s scheme 

began with two small investors in late 2018 and continued with a “core scheme” involving five 

new investors and investments of almost $1.9 million beginning in May 2019 and continuing 

through November 2021. In addition to the two 2018 investors and the five “core” investors, 

Kawuba’s scheme involves at least eight other investors from whom Kawuba has received 

funds, with certain investors providing Kawuba with funds as recently as October 2022. In total, 

Kawuba raised approximately $1.96 million in his scheme and paid back approximately $1.65 

million. He failed to repay slightly more than $312,000 of investor money. 

I. Kawuba Reconnects with a College Classmate and 
Solicits Him to Begin Investing in a Fraudulent Scheme. 
 

16. Kawuba’s scheme had commenced by the fall of 2018, when he obtained a total 

of $6,500 from two investors in September and October. Kawuba’s bank account records show 

no indication that he ever repaid any of this money. 

17. In early 2019, Kawuba reconnected with a college classmate, Investor A (who at 

the time lived in New York), and solicited him to invest in a purported investment opportunity 

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6 

concerning youth sports. To induce Investor A to invest, Kawuba provided Investor A with a 

written overview of Kawuba’s investment program that contained various representations, 

including “Invest With Us – Earn 40% Annual Return” and “Your Investment Is Protected 

100%.” The overview document also stated that investor funds would be used to “loan[] money 

to youth sports businesses with consistent cash flow like camps, academies, leagues, event 

businesses, and tournaments.…”  In addition, the overview stated that Kawuba will “personally 

guarantee the initial investment and quarterly return of 10%-15%, leaving the investor with no 

risk.” 

18. On May 16, 2019, Investor A entered into an “Investment Agreement,” agreeing 

to invest $5,000 with Kawuba, who personally guaranteed to pay a return of 25% in three 

months. The Investment Agreement stated that “[f]unds will be used to finance the short-term 

capital needs of youth sports businesses.”  Even though Kawuba did not invest the money as 

stated, he arranged for Investor A to receive the promised interest and return of principal on 

August 30, 2019. 

II. Kawuba Ensnares Five Core Investors to Invest                               
$1.9 Million Over Two Years. 

 
19. After this initial investment with Investor A and continuing into November 2021, 

Kawuba solicited Investor A and four others to make several investments totaling almost $1.9 

million. During this time, Kawuba repeatedly represented to these core investors that he would 

use their funds to invest in specific opportunities, promising returns of 25% to 50% in as little 

as twelve days to seven months. In actuality, Kawuba never invested the funds as promised. 

From the beginning, Kawuba did not disclose to investors and potential investors that he instead 

used investor funds to make personal purchases and used later investor money to pay earlier 

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7 

investors. Concealing these crucial facts rendered Kawuba’s statements materially false and 

misleading. 

20. On January 27, 2020, Investor A entered into his second Investment Agreement 

with Kawuba, investing $50,000 in exchange for a “guaranteed” 30% return in five months. The 

Investment Agreement provided that Investor A’s funds would be used “to finance upcoming 

events including Afronation,” a multi-day music festival. The Investment Agreement also stated 

that Kawuba “personally guarantees” the 30% return. 

21. In August 2020, Investor A, along with his uncle and cousin, agreed to invest 

with Kawuba through a limited liability company that served as an investment vehicle 

(“Investor B”). On August 21, 2020, Investor B entered into an Investment Agreement with 

Kawuba, agreeing to invest $100,000 for a 50% return in seven months. The Investment 

Agreement stated that Investor B’s funds would be used “to provide short-term private 

financing solutions to soccer clubs for transfer market transactions and deals.”  For both the 

January 27, 2020 investment and the August 21, 2020 investment, Kawuba also provided 

separate written “Personal Guarantee Agreements,” representing that he personally guaranteed 

that the funds committed by Investors A and B would be returned. 

22. The pace of investments increased significantly in 2021, with Kawuba entering 

into 17 more transactions between February 2021 and November 2021. The transactions in 

2021 involved Investors A and B, as well as three other investors: Investor C (a New York 

resident), Investor D (a Canadian resident), and Investor E (a resident of the United Arab 

Emirates). Most of these Investment Agreements included a linked Personal Guarantee 

Agreement. 

23. The terms of all 20 Investment Agreements and/or their linked Personal 

Guarantee Agreements followed a similar pattern:  Kawuba promised returns of 25% to 50% 

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with a relatively short duration (twelve days to five months). Each Personal Guarantee 

Agreement referred to the individual contributing funds as an “investor.” Similarly, each 

Investment Agreement included a paragraph titled “Investment,” in which the individual 

contributing funds was described as “making an investment.” The Investment Agreements 

required no active role on the part of the investor. All but one of the Investment Agreements 

expressly specified that investors’ money would be invested by Kawuba. Ten of the Investment 

Agreements specified that funds would be invested through Kawuba’s “investment vehicle.” 

The “Use of Funds” section in the Investment Agreements provided that investors’ monies 

would be used for a variety of purposes, including “short-term private financing deals to 

purchase inventory and fulfill pre-orders;” “short-term private financing deals;” “a short-term 

private lending deal;” “a short-term private financing sports deal;” and “short-term private 

financing solutions to soccer clubs for their transfer market transactions and deals.” 

24. The following chart is a summary of the investment terms for all 20 transactions 

between Kawuba and his five core investors: 

Transaction Core 
Investor 

Investment 
Agreement 
Date 

Amount 
Invested 

Promised 
Return %/ 
Due Date 

Stated Use of Funds 

Trans. 1 Investor A May 16, 2019 $5,000 25% / 
Aug. 16, 2019 

“the short-term capital needs of youth 
sports businesses” 

Trans. 2 Investor A Jan. 27, 2020 $50,000 30% /  
Jun. 28, 2020 

“upcoming events including Afronation” 

Trans. 3 Investor B Aug. 21, 
2020 

$100,000 50% /  
Mar. 21, 2021 

“financing solutions to soccer clubs for 
transfer market transactions and deals” 

Trans. 4 Investor B Feb. 12, 2021 $10,000 35% /  
Feb. 24, 2021 

“deals to purchase inventory and fulfill 
pre-orders” 

Trans. 5 Investor B Mar. 3, 2021 $20,000 25% /  
Mar. 19, 2021 

“short-term private financing deals” 

Trans. 6 Investor B Apr. 5, 2021 $30,000 38% /  
Apr. 21, 2021 

“short-term private lending deal” 

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9 

Transaction Core 
Investor 

Investment 
Agreement 
Date 

Amount 
Invested 

Promised 
Return %/ 
Due Date 

Stated Use of Funds 

Trans. 7 Investor A Apr. 5, 2021 $80,000 40% /  
May 10, 2021 

“short-term private financing sports 
deal” 

Trans. 8 Investor B Apr. 26, 2021 $200,000 45% /  
Jun. 14, 2021 

“short-term private financing sports 
deal” 

Trans. 9 Investor B May 11, 2021 $100,000 45% /  
Aug. 3, 2021 

“financing solutions to soccer clubs for 
their transfer market transactions and 
deals”  

Trans. 10 Investor A May 11, 2021 $100,000 45% /  
Aug. 3, 2021 

“financing solutions to soccer clubs for 
their transfer market transactions and 
deals” 

Trans. 11 Investor A June 15, 2021 $30,000 30% /  
Jun. 29, 2021 

“short-term private lending deal” 

Trans. 12 Investor B June 17, 2021 $240,000 43% /  
Nov. 30, 2021 

“private financing sports deals” 

Trans. 13 Investor B 
Investor C 
Investor D 

June 17, 2021 $150,000 40% /  
Aug. 23, 2021 

“financing solutions to soccer clubs for 
transfer market transactions and deals” 

Trans. 14 Investor B Aug. 5, 2021 $100,000 50% /  
Nov. 17, 2021 

“financing solutions to soccer clubs for 
transfer market transactions and deals” 

Trans. 15 Investor A Aug. 5, 2021 $150,000 50% /  
Nov. 17, 2021 

“financing solutions to soccer clubs for 
transfer market transactions and deals” 

Trans. 16 Investor A Aug. 20,2021 $30,000 30% /  
Sept. 9, 2021 

“short-term private lending deal” 

Trans. 17 Investor B 
Investor C 
Investor D 

Aug. 31, 
2021 

$300,000 40% /  
Nov. 10, 2021 

“private sports financing deals” 

Trans. 18 Investor E Nov. 15, 
2021 

$150,000 40% / 
Feb. 1, 2022 

“private financing sports deals” 

Trans. 19 Investor C Nov. 26, 
2021 

$150,000 41% / 
Mar. 19, 2022 

Not yet known. While Personal 
Guarantee Agreements establish the 
amount, return rate, and duration of 
these investments, the Commission has 
not obtained an Investment Agreement 
with stated use of funds. 

Trans. 20 Investor D Nov. 26, 
2021 

$144,980 41% / 
Mar. 19, 2022 

 
25. For each of these 20 investments, Kawuba instructed the core investors to wire 

their funds to Kawuba’s personal bank account. For the first investment on May 16, 2019, 

Investor A wired $5,000 to Kawuba’s personal bank account at Bank 1. For the other 19 

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10 

investments, Kawuba’s investors wired their funds to Kawuba’s personal bank account at Bank 

2, where the investor money was pooled. On at least one occasion, Kawuba told Investors A, C, 

and D via email that the investment was one of ten that would go toward a common purpose. 

III. Kawuba Used Incoming Funds from Early Investments to Pay Out 
Investments Coming Due, and He Misappropriated Investors’ Funds for 
Personal Use. 

26. Kawuba did not use any of the investor money for the stated investment 

purposes. Instead, Kawuba used later investors’ money to pay earlier investors, and he spent 

investor funds on personal expenses. 

27. Kawuba used incoming money to pay out on earlier investments. For example, 

on April 26, 2021, two weeks before Kawuba was due to pay Investor A $112,000 (Transaction 

7 in the chart above), Kawuba’s account at Bank 2 had a negative balance of ($145.85). On 

April 26, 2021, Kawuba solicited his largest transaction up to that time—a $200,000 investment 

by Investor B (Transaction 8). Kawuba then used a portion of that money to make the $112,000 

payment to Investor A on May 7, 2021. Similarly, on August 3, 2021, Kawuba had two 

investments coming due, with both Investor A and Investor B owed $145,000 each 

(Transactions 9 and 10). However, on August 2, 2021, Kawuba’s account only held 

$189,591.32—over $100,000 less than the payments Kawuba needed to make the following 

day. Kawuba made one $145,000 payment to Investor A on August 3 to close out Transaction 

10, delaying the payout to Investor B for Transaction 9 until August 6. In the interim, Kawuba 

obtained $150,000 from Investor A pursuant to an Investment Agreement dated August 5 

(Transaction 15), giving him sufficient capital to return $145,000 back to Investor B and close 

out Transaction 9 the following day.  

28. Kawuba also encouraged investors to “roll” current amounts due into new 

investments, thereby concealing his true financial condition and postponing his obligation to 

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11 

pay. For example, Kawuba was obligated to pay Investor B $290,000 on June 14, 2021 

(Transaction 8). Kawuba did not have sufficient funds available in his Bank 2 account to make 

that payment, even after Investors A and B invested $100,000 each on May 12, 2021 

(Transactions 9 and 10, respectively). By June 14, 2021 (when the payment on Transaction 8 

was due), Kawuba’s Bank 2 account balance was $180,947.45—more than $100,000 short of 

the $290,000 he owed Investor B.  

29. Kawuba concealed from Investor B material information concerning his financial 

condition and inability to make full payment on Transaction 8. Instead, Kawuba convinced 

Investor B to “roll” $240,000 of the $290,000 Kawuba owed Investor B into a new investment 

of $240,000, thereby enabling Kawuba to avoid making a payout for which he did not have 

sufficient funds. On June 17, 2021, Investor B entered into an Investment Agreement with 

Kawuba, agreeing to invest $240,000 for a guaranteed 43% return in just over five months 

(Transaction 12). Consistent with Kawuba’s prior pattern of lies, the Investment Agreement 

stated that “[f]unds will be deployed by Adrian Kawuba into private financing sports deals….” 

On June 18, 2021, Kawuba then remitted $50,000 to Investor B for the balance owed on 

Transaction 8. 

30. Kawuba also used investor money for personal purchases. For example, on June 

15, 2021—the day after he was supposed to make full payment on Transaction 8 to Investor B, 

and the same day that he solicited Investor A to invest $30,000 in Transaction 11—Kawuba 

spent $48,000 in investor funds at a Lexus dealership. 

31. Kawuba made other purchases during this time. On September 7, 2021, he spent 

$13,122 at a jewelry store. And on several occasions from September to November 2021, he 

spent a total of $40,684.89 at ten fashion stores. All of these purchases were made with investor 

money. 

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12 

32. He also used investor money to pay for an April 2021 trip to Florida; a 

September 2021 trip to Florida, which included a stays at hotels that cost approximately $3,000; 

and an October 2021 trip to Greece, spending over $10,000 on a hotel and other travel costs.  

33. Kawuba also used investor money to make personal payments of $60 to $200 to 

more than 40 individuals via a mobile payment application. 

IV. Kawuba Fabricates Excuses To His Investors to Explain His Failure to 
Make Payments. 

34. Kawuba repaid core investors the promised interest and return of principal on all 

transactions that were due prior to November 2021. Beginning in November 2021, however, 

Kawuba stopped making some of the payments due. Specifically, Kawuba failed to pay Investor 

A and Investor B the payments as promised in their Investment Agreements that were due on 

November 17 and November 30, 2021 ($343,200 due on Transaction 12 and $225,000 due on 

Transaction 15). Kawuba also failed to pay Investor B the $140,000 payment when due on 

November 10, 2021 (Transaction 17) or the $150,000 payment when due on November 17, 

2021 (Transaction 14). He ultimately made the payments two weeks later on November 30, 

2021 and December 1, 2021, after receiving $444,980 total from Investors C, D, and E between 

November 18 and November 30 (Transactions 18-20). With respect to those November 2021 

transactions involving Investors C, D, and E, Kawuba failed to make any payment whatsoever 

notwithstanding the promises Kawuba made to Investors C, D, and E in the Investment 

Agreements or personal guarantee agreements ($210,000 due on Transaction 18, $211,500 due 

on Transaction 19, and $216,500 due on Transaction 20). 

35. Kawuba lulled his core investors with various representations to explain away his 

delays in repayment. Kawuba told them that his bank account at Bank 2 had been frozen, that 

his bank had difficulty processing an international wire, that he was incapacitated as a result of 

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13 

a COVID-19 infection and other illness, that he was arranging a funeral for a close friend, and 

that he needed to attend family meetings to discuss his father’s treatment for cancer. Kawuba 

also informed investors that he was unable to wire out money as a result of divorce proceedings. 

36. Kawuba’s string of excuses to investors continued in text messages sent as 

recently as September 2022, when Kawuba blamed his inability to make payments on an 

expired green card preventing him from accessing his financial accounts and the U.S. 

Citizenship and Immigration Service delaying the scheduling of an appointment for him to 

process the renewal. 

37. Kawuba even fabricated an incoming wire of $10.5 million from a soccer team to 

make it appear that funds were available to pay the amounts due. In a January 2022 text 

message, Kawuba provided Investor A with a doctored screenshot of his personal Bank 2 

account online transaction ledger reflecting an incoming wire dated January 27, 2022 of 

$10,500,000.00 and identified as “WIRE TRANSFER INCOMING JSW FOOTBALL 

INVESTMENTS LTD.”  This purported wire was complete fiction. To the contrary, Kawuba’s 

Bank 2 account balance on January 27, 2022 was $1,930.54. Kawuba knew, or was reckless in 

not knowing, that no wire was incoming. This falsehood was merely part of his overall scheme. 

38. With respect to the 20 transactions between Kawuba and core Investors A 

through E, Kawuba illicitly profited by more than $280,000. 

V. Kawuba Received More Investor Funds Throughout 2022 

39. Aside from the two investors who invested in 2018 and the five core investors, 

Kawuba has obtained investments from at least eight other investors. The eight known 

additional investors have paid Kawuba a total of $58,010 and received $31,907, with $26,103 

yet to be returned. The vast majority of investments from these eight other investors—$53,010 

of the $58,010 invested—occurred from January 2022 through October 2022. As such, although 

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14 

Kawuba has failed to make any payments to Investors A through E after December 1, 2021, 

Kawuba has continued to receive investments from new investors. There has been no indication 

that Kawuba’s misconduct will stop. 

FIRST CLAIM FOR RELIEF 

FRAUD IN THE OFFER OR SALE OF SECURITIES 

(Violations of Section 17(a) of the Securities Act) 

40. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1-39, above. 

41. By reason of the foregoing, Kawuba, directly or indirectly, acting intentionally, 

knowingly, recklessly, or negligently, by use of the means or instruments of transportation or 

communication in interstate commerce or by the use of the mails, in the offer or sale of 

securities: (a) has employed or is employing devices, schemes, or artifices to defraud; (b) has 

obtained money or property by making untrue statements of material fact or omitting material 

facts necessary to make the statements made not misleading; or (c) has engaged or is engaging 

in transactions, practices, or courses of business which operated as a fraud or deceit upon the 

purchasers of such securities. 

42. By reason of the conduct described above, Kawuba has violated, and unless 

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

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) 

43. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1-39, above. 

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15 

44. By reason of the foregoing, Kawuba, directly or indirectly, acting intentionally, 

knowingly or recklessly, in connection with the purchase or sale of securities, by use of the 

means or instrumentalities of interstate commerce or the facilities of a national securities 

exchange or the mail: (a) has employed or is employing devices, schemes, or artifices to 

defraud; (b) has made or is making untrue statements of material fact or has omitted or are is to 

state material fact(s) necessary to make the statements made not misleading; or (c) has engaged 

or is engaging in acts, practices, or courses of business which operate as a fraud or deceit upon 

certain persons. 

45. By engaging in the conduct described above, Kawuba has violated, and unless 

enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission requests that this Court: 

A. Enter a temporary restraining order prohibiting further violations of Section 

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

U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; an order freezing all assets 

held for Kawuba’s direct or indirect benefit, and/or subject to Kawuba’s direct or indirect 

control; an order requiring Kawuba to deposit all investor-derived cash with the court; an order 

requiring an expedited accounting of Kawuba’s assets and liabilities, including but not limited 

to all monies directly or indirectly received from investors and all uses of investor funds; an 

order prohibiting Kawuba from continuing to  accept or deposit additional investor funds; an 

order requiring Kawuba to repatriate all assets held for Kawuba’s direct or indirect benefit, 

and/or subject to Kawuba’s direct or indirect control located outside the United States; an order 

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16 

prohibiting the alteration or destruction of relevant documents; and, upon further motion, enter a 

preliminary injunction for the same relief, including all relief requested above; 

B. Enter a permanent injunction restraining Kawuba and any persons in active 

concert or participation with him who receive actual notice of the injunction by personal service 

or otherwise, including facsimile transmission or overnight delivery service, from directly or 

indirectly engaging in the conduct described above, or in conduct of a similar purport and effect, 

in violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and Section 10(b) of the 

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

C. Enter a permanent injunction restraining Kawuba from, directly or indirectly, 

including, but not limited to, through any entity owned or controlled by Kawuba, participating 

in the offer or sale of any security to investors or potential investors, including but not limited to  

soliciting or accepting funds from any investor or potential investor in the offer or sale of any 

securities, provided, however, that such injunction shall not prevent Kawuba from purchasing or 

selling registered securities for his own personal account; 

D. Require Kawuba to disgorge his ill-gotten gains, plus pre-judgment interest 

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

E. Require Kawuba to pay appropriate civil monetary 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)]; 

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

orders and decrees that may be entered; and 

G. Grant such other and further relief as the Court deems just and proper. 

  

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17 

JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

Respectfully submitted, 

 SECURITIES AND EXCHANGE COMMISSION 

 By its attorneys, 

  
David H. London (BBO# 638289) 
Jonathan T. Menitove (BBO# 710545) 
Sean J. Fishkind (BBO# 707172) 
Boston Regional Office 
33 Arch Street, 24th Floor 
Boston, MA 02110 
(617) 573-8997 (London) 
[email protected] 
 

Dated: November 10, 2022 

Case 1:22-cv-11897-NMG   Document 2   Filed 11/10/22   Page 17 of 17


	COMPLAINT
	SUMMARY
	JURISDICTION AND VENUE
	FACTS
	PRAYER FOR RELIEF