2026-01-27 sec-litreleases complaint 231 KB 52,760 chars

SEC v. Mark A. Miller; Saeid Jaberian; and Christopher J. Rajkaran, District of Minnesota (Jan. 27, 2026) — Complaint

raw: and CHRISTOPHER J. RAJKARAN, ) JURY TRIAL DEMANDED

and CHRISTOPHER J. RAJKARAN, ) JURY TRIAL DEMANDED (Jan. 27, 2026)

Caption: SEC v. Mark A. Miller, et al.

Exhibit of Mark A. Miller, Saeid Jaberian and Christopher J. Rajkaran

Enriched metadata

Scheme: pump-and-dump (97%)
Court: District of Minnesota
Victim loss: $6,400,000
Entity: Mark A. Miller, Saeid Jaberian, and Christopher J. Rajkaran
Ticker: LEAS

Classified pump-and-dump(confidence 97%). EDGAR detection: forms S-8/S-1/424B/8-K· recall 69% / precision 12%. detection rule →

Extracted insights

Dollar amounts 14

$500.00M $500 million $100M–$1B
$50.00M $50 Million $10M–$100M
$20.00M $20 million $10M–$100M
$10.00M $10 million $10M–$100M
$10.00M $10 Million $10M–$100M
$7.10M $7.1 million $1M–$10M
$6.40M $6.4 million $1M–$10M
$534K $534,000 $100K–$1M
$240K $240,000 $100K–$1M
$100K $100,000 $100K–$1M
$78K $78,000 $10K–$100K
$65K $65,000 $10K–$100K

Entities 11

person christopher j. rajkaran
person false press releases
person false statements
person filing codes
person fraudulent scheme
company miller, rajkaran, or their associates
company one issuer to file forms 8-k falsely announcing his new role in the company
person press releases
scheme_term pump and dump scheme
person saeid jaberian
agency United States Securities And Exchange Commission

Triples 11

Defendants Mark a. Miller, Saeid Jaberian, And Christopher J. Rajkaran Engaged In a Fraudulent Scheme To Target At Least Seven Inactive Penny-Stock Companies
Defendants Miller, Jaberian, And Rajkaran Bought The Issuers' Stock On The Open Market
Miller Purchased Over 41 Million Shares Of The Issuers At Prices Ranging From $0.0002 To $0.0069
Jaberian Purchased Over 289 Million Shares Of The Issuers' Stock At Prices Ranging From $0.0001 To $0.0076
Rajkaran Purchased Over 71 Million Shares Of Four Of The Issuers At Prices Ranging From $0.0003 To $0.0125
Defendants Miller, Jaberian, And Rajkaran Reinstated Most Of The Issuers' State Corporate Registrations By Paying Fees And/Or Filing Documents With Secretaries Of State For Three States
Miller (And Jaberian In One Instance) Obtained Five Of The Issuers' Filing Codes For The Electronic Data Gathering, Analysis, And Retrieval System (Edgar)
Defendants Miller, Jaberian, And/Or Rajkaran Drafted And Issued Press Releases Falsely Announcing Miller, Jaberian, Or Miller's Nominees' Appointment To Lead The Issuers
Miller, Rajkaran, Or Their Associates Created Twitter Accounts For Most Of The Issuers And Posted The False Press Releases And Other False News Concerning The Issuers
Defendants' Conduct Generated Interest In The Issuers And Drove Higher Trading Volume And Share Prices In The Issuers' Stock
Defendants Miller, Jaberian, And Rajkaran Dumped The Issuers' Stock On Unwary Investors At Prices Ranging From $0.0001 To $0.0095

PDF

and CHRISTOPHER J. RAJKARAN, ) JURY TRIAL DEMANDED · Source

Text layers

Extracted body text (52,760c)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MINNESOTA

)
UNITED STATES SECURITIES AND )
EXCHANGE COMMISSION, )
)

Plaintiff, )
)

v. ) Case No. 21-CV-1445 (DSD/KMM)
)
MARK A. MILLER, SAEID JABERIAN, )
and CHRISTOPHER J. RAJKARAN, ) JURY TRIAL DEMANDED

)
Defendants. )

)

FIRST AMENDED COMPLAINT

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

“Commission”) alleges as follows:

Nature Of The Action

1. From July 2017 until at least April 2019, Defendants Mark A. Miller, Saeid

Jaberian, and Christopher J. Rajkaran engaged in a fraudulent scheme to target at least

seven inactive penny-stock companies (the “Issuers”), by hijacking five of the companies

and causing them to issue false and misleading statements, and by falsely promoting the

Issuers with the intention of profiting from a “pump and dump” of the stock.

2. The Defendants’ scheme to defraud typically followed the same pattern.

First, Defendants Miller, Jaberian, and Rajkaran bought the Issuers’ stock on the open

market. Miller ultimately purchased over 41 million shares of the Issuers over the course

of the scheme at prices ranging from $0.0002 to $0.0069. Jaberian purchased over 289

million shares of the Issuers’ stock over the course of the scheme at prices ranging from

$0.0001 to $0.0076. Rajkaran purchased over 71 million shares of four of the Issuers over

the course of the scheme at prices ranging from $0.0003 to $0.0125.

3. Next, the Defendants Miller, Jaberian, and Rajkaran reinstated most of the

Issuers’ state corporate registrations by paying fees and/or filing documents with

Secretaries of State for three states that falsely stated that Miller, Jaberian, or Miller’s

nominee, had become the new President or CEO of the Issuers.

4. Miller (and Jaberian in one instance) then obtained five of the Issuers’

filing codes for the Electronic Data Gathering, Analysis, and Retrieval System

(“EDGAR”), a public database operated by the SEC for companies and their agents to

file documents required by the federal securities laws, and caused the Issuers to file

Forms 8-K, falsely announcing his (or his nominees’) new roles in the companies.

5. Next, the Defendants Miller, Jaberian, and/or Rajkaran would typically

draft and issue press releases falsely announcing Miller, Jaberian, or Miller’s nominees’

appointment to lead the Issuers and the Issuers’ upcoming plans. Miller, Rajkaran, or

their associates also simultaneously created Twitter accounts for most of the Issuers and

posted the false press releases and other false news concerning the Issuers.

6. The Defendants’ aforementioned conduct generated interest in the Issuers

and drove higher trading volume and share prices in the Issuers’ stock.

7. Finally, after the pump was over, the Defendants Miller, Jaberian, and

Rajkaran dumped the Issuers’ stock on unwary investors at prices ranging from $0.0001

to $0.0095, which generated a net profit for all but two Issuers.

8. By engaging in the transactions, acts, practices, and courses of business

alleged herein, the Defendants Miller, Jaberian, and Rajkaran violated Section 10(b) of

the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule

10b-5 thereunder, 17 C.F.R. § 240.10b-5, as well as Section 17(a) of the Securities Act of

1933 (“Securities Act”), 15 U.S.C. § 77q(a). In addition, Jaberian and Rajkaran

knowingly provided substantial assistance to Miller by Jaberian posing as one issuer’s

CEO, signing and notarizing false forms to gain control of that issuer, and participating in

the drafting and issuance of a press release containing material misrepresentations about

that issuer, and Rajkaran promoting false information about certain Relevant Issuers on

various social media platforms, including Twitter, Facebook, and investorshub.com

(“iHUB”), a website popular with individuals who trade in the OTC market, and paying

fees to facilitate the scheme. In doing so, Jaberian and Rajkaran aided and abetted

Miller’s violations of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), Rule 10b-5

thereunder, 17 C.F.R. § 240.10b-5, and Section 17(a) of the Securities Act, 15 U.S.C.

§ 77q(a), in violation of Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e), and

Section 15(b) of the Securities Act, 15 U.S.C. § 77o(b).

Jurisdiction And Venue

9. The Commission brings this action pursuant to Section 20(b) of the

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

U.S.C. § 78u(d), (e).

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

Securities Act, 15 U.S.C. § 77v, and Section 27(a) of the Exchange Act, 15 U.S.C.

§ 78aa. The Defendants Miller, Jaberian, and Rajkaran have, directly and indirectly,

made use of the means and instrumentalities of interstate commerce, or of the mails, or of

the facilities of a national securities exchange in connection with the acts, practices, and

courses of business alleged herein.

11. Venue is proper in this Court pursuant to Section 22 of the Securities Act,

15 U.S.C. § 77v, and Section 27 of the Exchange Act, 15 U.S.C. § 78aa. Acts, practices,

and courses of business constituting violations alleged herein have occurred within the

jurisdiction of the United States District Court for the District of Minnesota and

elsewhere. Moreover, Miller and Jaberian reside or transact business in this district, and

Rajkaran currently resides in this district.

Defendants

12. Mark A. Miller, age 43, is a resident of Pequot Lakes, Minnesota. His last

known occupation was in the construction arena, including buying homes, overseeing

home improvement projects on the homes, and then buying or renting the properties.

13. Saeid Jaberian, age 59, currently resides in Hopkins, Minnesota. He is

self-employed as a real estate broker/agent.

14. Christopher J. Rajkaran, age 35, a resident of Woodhaven, New York.

His most recent employment includes operating his own power washing company and

day trading.

Related Entities

15. The following seven defunct penny-stock companies are the Issuers

targeted by the Defendants.

16. Bebida Beverage Company (“BBDA”) is an inactive Wyoming

corporation incorporated in November 2008 with its principal place of business in

Mooresville, North Carolina. In January 2017, the State of Wyoming administratively

dissolved BBDA. BBDA claims to be in the business of developing, manufacturing, and

marketing functional drinks and shots. Prior to a February 25, 2021 trading suspension,

BBDA’s common stock was quoted and traded on OTC LINK, an electronic inter-dealer

quotation system for over-the-counter securities operated by OTC Markets Group Inc.

(“OTC Markets”).

17. Bell Buckle Holdings, Inc. (“BLLB”) was incorporated in Florida in June

2007, with its principal place of business in Aventura, Florida. In September 2009, the

Florida Secretary of State listed BLLB’s status as administratively dissolved. BLLB

claims to be in the business of producing, acquiring and syndicating episodic series

designed especially for the Internet. BLLB’s common stock is quoted and traded on OTC

LINK.

18. Digitiliti, Inc. (“DIGI”) was incorporated in Delaware in March 2006, with

its principal place of business in St. Paul, Minnesota. In March 2013, DIGI’s charter with

the State of Delaware became inoperative. DIGI claims to be in the business of

developing and delivering superior information management technologies and

methodologies enabling their customers to manage, control, protect and access their

information and data simply and cost effectively. DIGI’s common stock is quoted and

traded on OTC LINK.

19. Encompass Holdings, Inc. (“ECMH”) was incorporated in Nevada in July

1999 under its predecessor’s name of Nova Communications Ltd., with its principal place

of business in California. In or about 2011, ECMH’s status with the State of Nevada was

“permanently revoked.” ECMH claims to be in the business of developing rotary engines

primarily for commercial use. Its common stock is quoted and traded on OTC LINK.

20. Simulated Environment Concepts Inc. (“SMEV”) was incorporated in

Florida in 1993, with its principal place of business in North Miami Beach, Florida. Its

last filing with the State of Florida was in April 2006, and it is listed as inactive. SMEV

claims to be in the business of creating innovative, high-quality simulated environment

products for medical market, health and beauty market, businesses and consumers.

SMEV’s common stock is quoted and traded on OTC LINK.

21. Strategic Asset Leasing, Incorporated (“LEAS”) was initially

incorporated in Wyoming in March 2013 under its predecessor’s name, Mammoth

Energy Group, Inc. (“Mammoth”), with its principal place of business in New York, New

York. In November 2014, Mammoth changed its name to Strategic Asset Leasing, Inc. In

May 2017, the State of Wyoming administratively dissolved LEAS. LEAS claims to be

in the business of leasing a variety of business equipment ranging from heavy machinery

to industrial machinery. LEAS’s common stock is quoted and traded on OTC LINK.

22. Utilicraft Aerospace Industries, Inc. (“UITA”) was incorporated in

Nevada in December 2004, with its principal place of business in Lawrenceville,

Georgia. As of March 2018, the State of Nevada listed UITA as inactive. UITA claims to

be in the business of developing aerospace products. UITA’s common stock is quoted

and traded on OTC LINK.

Facts

23. Between September 2017 and August 2018, Miller hijacked five of the

seven public companies, DIGI, ECMH, BLLB, UITA, and SMEV (the “Hijacked

Issuers”). During this time, he also purchased over 31 million shares of the Hijacked

Issuers’ publicly-traded stock, caused the Hijacked Issuers to issue false and misleading

press releases using the internet, promoted the Hijacked Issuers over the internet, and

sold four of the five Hijacked Issuers’ stock at a net profit.

24. During this period, Miller recruited Jaberian to help carry out the scheme.

Miller initially approached Jaberian and offered to provide him penny stock tips on the

Hijacked Issuers in exchange for a share of Jaberian’s trading profits, and Jaberian

agreed. Miller also recruited Jaberian to participate in the hijacking scheme. Jaberian

posed as one of the Hijacked Issuers’ CEO, signed and notarized false forms to gain

control of one of the Hijacked Issuers, and caused one of the Hijacked Issuers to issue a

false and misleading press release using the internet. Between July 2017 and November

2018, Jaberian purchased over 69 million shares of the Hijacked Issuers’ publicly-traded

stock, and sold three of the five Hijacked Issuers’ stock at a net profit.

25. Miller also recruited Rajkaran to participate in the hijacking scheme.

During this period, Rajkaran purchased over 70 million shares of four of the Hijacked

Issuers’ publicly-traded stock, promoted the Hijacked Issuers over the internet, paid fees

to facilitate the scheme, and sold three of the four Hijacked Issuers’ stock at a net profit.

The DIGI Hijacking

26. As of September 2017, DIGI was a defunct, Delaware entity.

27. On September 29, 2017, through a filing agent (the “Agent”), Miller

submitted to the SEC through EDGAR: (a) paperwork falsely identifying himself as

President and CEO of DIGI; (b) a forged letter of resignation from DIGI’s actual CEO;

and (c) a falsified Update Passphrase Confirmation form, requesting DIGI’s filing codes.

28. After hijacking DIGI, Miller caused DIGI to make false and misleading

statements in public SEC filings in EDGAR, State of Minnesota corporate filings, and

other communications to investors about its purported change in leadership and

negotiations for a putative buy-out.

29. On October 4, 2017, through the Agent, Miller filed with the SEC through

EDGAR a DIGI Form 8-K that he had drafted, falsely announcing DIGI’s CEO’s

resignation and Miller’s appointment as President and CEO.

30. On October 11, 2017, Miller filed paperwork with the Secretary of State of

Minnesota, falsely identifying himself as a Director of DIGI.

31. Starting in November 2017, the Defendants began purchasing DIGI stock.

On November 10, 2017, Miller bought 50,000 shares of DIGI’s stock at a price of

$0.0051 per share. From November 10, 2017 through November 28, 2017, Jaberian

purchased over 200,000 shares of DIGI stock at prices ranging from $0.0030 to $0.0040.

From June 27, 2018 to July 6, 2018, Rajkaran purchased over 800,000 shares of DIGI

stock at prices ranging from $0.0045 to $0.0125.

32. On July 9, 2018, Miller issued a press release that he had drafted, falsely

claiming that DIGI had “entered into negotiations with a private corporation regarding

the purchase and buy-out of the public entity.” The press release further falsely claimed

that “[t]he anticipated incoming company has a proven track record of revenue generation

and success in a highly desirable market sector.”

33. From approximately October 6, 2017 until February 2019, Miller used a

Twitter account with the handle @DigitilitiInc to promote DIGI and repost the Form 8-K

and press release.

34. Miller knew, or was reckless in not knowing, that the EDGAR filings, DIGI

Form 8-K, State of Minnesota submission, and DIGI press release that he drafted, and his

DIGI-related tweets, contained statements that were materially false and misleading.

35. First, from before September 2017 through February 2019, Miller was not

the President, CEO, or Director of DIGI and, as Miller knew, he had no legitimate

relationship with DIGI whatsoever.

36. Second, from before July 2018 through February 2019, DIGI had not

entered into any negotiations for a purchase or buy-out and, as Miller knew, was a

defunct Delaware entity.

37. At the end of July 2018, Miller sold his position in DIGI for $0.006 per

share, which resulted in a net profit. In December 2017, Jaberian sold his position in

DIGI for $0.003 per share, which resulted in a modest loss. In July 2018, Rajkaran sold

his position in DIGI at prices ranging from $0.0047 to $0.0086 per share, which also

resulted in a slight loss.

The ECMH Hijacking

38. As of June 2017, ECMH was a Nevada entity with its status “permanently

revoked.”

39. Miller, Jaberian, and Rajkaran began purchasing ECMH’s stock. From June

2017 through November 2017, Miller purchased 12 million shares of ECMH at prices

ranging from $0.0002 to $0.0009. From July 2017 through November 2017, Jaberian

purchased over 16 million shares of ECMH at prices ranging from $0.0001 to $0.0012. In

November 2017, Rajkaran purchased over 34 million shares of ECMH stock at prices

ranging from $0.0004 to $0.0012 per share.

40. On or about October 20, 2017, Miller drafted a fake resignation letter from

the ECMH President and CEO and purported Board of Directors minutes, falsely

claiming to have accepted this resignation and falsely appointing himself as President and

Board Director.

41. On November 1, 2017, through the Agent, Miller submitted an Update

Passphrase Confirmation form to the SEC through EDGAR, falsely identifying himself as

the contact person and CEO of ECMH, and attached the fake Board of Directors minutes

he had created.

42. After Miller hijacked ECMH, Miller caused ECMH to make false and

misleading statements in public SEC filings on EDGAR and other communications to

investors about its purported change in leadership, shift in focus to real estate, and

putative acquisition.

43. On November 2, 2017, through the Agent, Miller filed with the SEC

through EDGAR an ECMH Form 8-K that he had drafted, falsely claiming that the

ECMH President and CEO had resigned as of October 20, 2017, and that Miller had been

appointed President and sole director of ECMH.

44. On the same date, Rajkaran began falsely promoting ECMH stock on iHUB

under the username “Blue Pheonix” [sic]. For example, on November 2, 2017, Blue

Pheonix touted ECMH, stating: “ecmh has over 6 to 10 million in real assets as of today.”

This statement was false.

45. On November 3, 2017, Miller issued a press release he had drafted, falsely

announcing his alleged appointment as ECMH President and “Board of Director.” The

press release further falsely claimed ECMH was “shifting its focus to Residential and

Commercial Real Estate Holdings,” and that it “is a publicly traded diversified holding

company, which invests in commercial and residential opportunities with the highest

possible ROI and cash flow rate to benefit the corporation and its stakeholders.”

46. On November 5, 2017, Miller reached out to ECMH’s transfer agent and

provided a forged letter of resignation from ECMH’s President and CEO and the same

false Board of Directors meeting minutes he had attached to the correspondence

submitted through EDGAR. Miller advised the transfer agent that he wanted to determine

any outstanding balance on the account, as well as a current shareholder list and share

structure.

47. On information and belief, in November 2017, an associate of Miller

established a Twitter account for ECMH using the Twitter handle @ecmh44.

48. From November 2, 2017 until approximately November 5, 2017, this

ECMH twitter account posted materially false and misleading news concerning ECMH,

including false information concerning Miller’s appointment as CEO and references to

the November 3, 2017 press release. Several of these tweets were signed “Mark.”

49. On November 8, 2017, Rajkaran (using the username “Blue Pheonix”)

made a series of posts on iHUB designed to promote and inflate the price of ECMH

stock. For example, he posted that the new CEO was “probably worth close to 20 million

in real estate holding[s] and construction equipment . . . heard he owns several strip malls

in mn.” These statements were false.

50. On November 9, 2017, Miller drafted and issued another false press release

concerning ECMH. This time, the press release falsely stated that, two days earlier,

ECMH had entered into an agreement with DDG Properties and assumed holdings worth

approximately $6.4 million. The press release further falsely stated that ECMH would

assume DDG’s gross revenues of $534,000.

51. On November 9, 2017, seven days after Miller had caused ECMH to file

the false November 2, 2017 Form 8-K, Miller reached out to ECMH’s true President and

CEO via email, expressing his desire “to open a dialogue between [them] about [Miller]

assuming control of ECMH.” Miller went on to state, “[w]e have the capacity and the

resources to bring this company back to life; which includes NV SoS [sic] back to Active,

and all filings that are currently in Arrears. . . . . I would appreciate you and I working out

some type of arrangement for you to exit the company.”

52. In November, Miller, Jaberian, and Rajkaran sold all of their ECMH stock.

Specifically, on November 9, 2017, Miller sold all of his ECMH shares at prices ranging

from $0.0011 to $0.0012, which resulted in a net profit. From November 6, 2017 through

November 10, 2017, Jaberian sold all of his ECMH shares at prices ranging from $0.0006

to $0.0013, which resulted in a net profit. From November 10, 2017 through November

14, 2017, Rajkaran sold all of his ECMH shares at prices ranging from $0.0011 to

$0.0021, which resulted in a net profit.

53. In a series of emails dated November 10, 2017 through December 13, 2017,

ECMH’s President and CEO confronted Miller about Miller’s fraud and false statements

concerning ECMH.

54. On November 14, 2017, through the Agent, Miller filed with the SEC

through EDGAR an ECMH Form 8-K that he had drafted, falsely stating that Miller had

resigned and that the true ECMH President and CEO had been reappointed as President,

CEO, and Sole Board Member of ECMH.

55. Miller knew, or was reckless in not knowing, that the EDGAR submissions,

ECMH Forms 8-K, ECMH press releases that Miller drafted, and the ECMH-related

tweets contained statements that were materially false and misleading.

56. First, from before November 1, 2017 through November 14, 2017, Miller

knew, or was reckless in not knowing, that ECMH’s President and CEO had not resigned,

or been reappointed, and Miller was neither the President nor sole director of ECMH. In

fact, as Miller knew, Miller had no legitimate relationship with ECMH whatsoever.

57. Second, before November 3, 2017, Miller knew, or was reckless in not

knowing, that ECMH was not shifting its focus to residential and commercial real estate

and was, in fact, a company with permanently revoked status and no current business

operations.

58. Third, before November 9, 2017, Miller knew, or was reckless in not

knowing, that ECMH had not entered into an agreement with DDG Properties, a

company that Miller started to buy rental properties.

59. Rajkaran knew, or was reckless in not knowing, that the false ECMH posts

Rajkaran wrote and put on iHUB contained statements that were materially false and

misleading.

60. From before November 2, 2017 through November 8, 2017, Rajkaran

knew, or was reckless in not knowing, that ECMH did not have over $6 to $10 million in

real assets and that ECMH’s CEO was not worth close to $20 million and did not own

several Minnesota strip malls.

The BLLB Hijacking

61. As of February 2018, BLLB was an administratively dissolved company in

the State of Florida.

62. To conceal his involvement with BLLB, in or about February 2018, Miller

asked Jaberian to serve as his nominee for the false BLLB filings Miller intended to

make. Jaberian agreed.

63. On or about February 20, 2018, Miller drafted fake board minutes that

falsely purported to accept the resignation of the President and CEO of BLLB and to

appoint Jaberian as the new President and CEO.

64. Starting on February 22, 2018, Miller, Jaberian, and Rajkaran began

purchasing BLLB stock. Specifically, on February 22, 2018, Miller purchased 8 million

shares of BLLB stock at prices ranging from $0.0002 to $0.0003. From February 23,

2018 through February 28, 2018, Jaberian purchased 20.5 million shares of BLLB stock

at prices ranging from $0.0008 to $0.0046. From February 22, 2018 to February 26,

2018, Rajkaran purchased over 35 million shares of BLLB stock at prices ranging from

$0.0003 to $0.0013.

65. On February 22, 2018, the same date that Miller acquired BLLB stock,

Miller filed BLLB’s reinstatement paperwork with the Secretary of State of Florida,

falsely identifying Jaberian as BLLB’s CEO and registered agent. Rajkaran paid the

$2,108.75 in fees to reinstate the company with the Florida Secretary of State.

66. On or about February 23, 2018, Jaberian completed, signed, and notarized

an Update Passphrase Confirmation form on behalf of BLLB, identifying himself as the

CEO.

67. On February 23, 2018, through the Agent, Miller and Jaberian submitted to

the SEC through EDGAR this Update Passphrase Confirmation form, falsely identifying

Jaberian as CEO of BLLB, along with the reinstatement paperwork that Miller had

previously filed with the State of Florida.

68. After hijacking BLLB, Miller and Jaberian caused BLLB to make false and

misleading statements in public SEC and State of Florida filings and other

communications to investors about its supposed change in leadership.

69. On February 26, 2018, through the Agent, Miller and Jaberian filed with

the SEC through EDGAR a BLLB Form 8-K that Miller had drafted, falsely stating that

the BLLB CEO and Board member had resigned and that Jaberian had been appointed as

CEO and sole Director. The Form 8-K was signed by Jaberian as “President, Secretary,

CEO and sole director.” The BLLB Form 8-K also contained false information Jaberian

had provided about Jaberian’s background and experience, falsely stating that Jaberian

had “been in the import/export business for the last 35 years, primarily dealing in bulk

leather sales through the ports of Salerno, Italy and Izmir, Turkey; with commercial real

estate ties to Dubai.”

70. On February 26, 2018, Miller and Jaberian drafted and issued a press

release to a third-party newsletter service that contained false information about

Jaberian’s background and the industry. The draft press release repeated the false

information from the Form 8-K and falsely claimed that Jaberian’s appointment was “a

coordinated change of ownership between both parties.” The draft press release also

contained quotes from Jaberian falsely claiming that BLLB was “expanding into the

United States Import/Export Market,” his family-owned business had $7.1 million in

gross international revenue in 2017, and that he anticipated a 10 to 20 percent increase in

growth in 2018 after taking over BLLB. None of this was true. Miller, Jaberian, and

Rajkaran were aware that the false press release was sent for publishing and did not stop

the press release from being publicly disseminated.

71. The final version of the press release was published on February 28, 2018.

In lieu of mentioning the gross revenue of his family-owned business and the anticipated

growth rate, the final press release misrepresented that BLLB operated in a “$500 million

dollar a year industry.” Rajkaran paid the fee to publish the false press release.

72. On information and belief, in February 2018, an associate of Miller

established a Twitter account for BLLB using the Twitter handle @AJaberian_BLLB.

73. From approximately February 28, 2018 until July 12, 2018, BLLB’s

Twitter account posted false information concerning BLLB’s financial condition, among

other things.

74. Miller, Jaberian, and Rajkaran knew, or were reckless in not knowing, that

the State of Florida and EDGAR submissions, BBLB Form 8-K, BLLB press release,

BLLB-related iHUB postings, and BLLB-related tweets contained statements that were

materially false and misleading.

75. First, before February 22, 2018 through February 28, 2018, Miller,

Jaberian, and Rajkaran knew, or were reckless in not knowing, that the BLLB CEO and

Board member had not resigned.

76. Second, before February 22, 2018 through February 28, 2018, Miller,

Jaberian, and Rajkaran knew, or were reckless in not knowing, that Jaberian was neither

the CEO nor the sole Director of BLLB, Jaberian did not have a legitimate relationship

with BLLB, and Jaberian’s listed background and experience was false.

77. Starting on February 27, 2018 and continuing through March 1, 2018,

Miller sold his BLLB position at prices ranging from $0.0016 to $0.0053, which resulted

in a net profit. Between February 27, 2018 and March 1, 2018, Jaberian sold his position

in BLLB at prices ranging from $0.0018 to $0.0050, which resulted in a net profit. From

February 28, 2018 to March 1, 2018, Rajkaran sold his position in BLLB at prices

ranging from $0.0013 to $0.0045, which resulted in a net profit.

The UITA Hijacking

78. As of March 2018, UITA was a defunct State of Nevada company.

79. In March 2018, Miller, Jaberian, and Rajkaran purchased UITA stock.

From March 8, 2018 through March 14, 2018, Miller purchased 2.55 million shares of

UITA at prices ranging from $0.0003 to $0.0069. From March 9, 2018 through March

21, 2018, Jaberian purchased over 5 million shares of UITA at prices ranging from

$0.0010 to $0.0076. From March 15, 2018 to March 19, 2018, Rajkaran purchased over

250,000 shares of UITA at $0.0070 per share.

80. On March 13, 2018, Miller filed a certificate of reinstatement for UITA in

the Secretary of State of Nevada and paid UITA’s outstanding fees. He also submitted

additional paperwork falsely identifying his brother as UITA’s President and Director

(“UITA Nominee 1”), another brother as UITA’s Treasurer (“UITA Nominee 2”), and

himself as UITA’s Secretary.

81. After hijacking UITA, Miller caused UITA to make false and misleading

statements in public SEC and State of Nevada filings and other communications to

investors about its supposed change in leadership and alleged business plans.

82. On or about March 15, 2018, Miller created a “Resignation and

Appointment” document that Miller forged with the purported signature of UITA’s then-

CEO, and that falsely stated the company was accepting the CEO’s resignation, the

resignation of all other corporate officers, and was appointing UITA Nominee 1 and

UITA Nominee 2 as officers of UITA.

83. That same day, Rajkaran began promoting UITA stock through a series of

posts on iHUB.

84. On or about March 16, 2018, through the Agent, Miller submitted to the

SEC through EDGAR an Update Passphrase Confirmation form, falsely identifying

UITA Nominee 1 as CEO of UITA. Miller attached the fake “Resignation and

Appointment” document to this submission. The SEC processed this submission on

March 20, 2018.

85. On March 21, 2018, through the Agent, Miller filed with the SEC through

EDGAR a UITA Form 8-K that he drafted, falsely stating that, effective March 15, 2018,

the Board of Directors had accepted the CEO’s resignation and appointed UITA Nominee

1 as the new President, CEO, and Chairman of the Board and UITA Nominee 2 as the

Treasurer and a Board member, and Miller as UITA Interim Secretary and Advisor.

86. On March 22, 2018, Miller issued a UITA press release, falsely announcing

the change in UITA ownership and the company’s alleged plans to enter into a new

market sector.

87. Miller knew, or was reckless in not knowing, that the State of Nevada and

EDGAR submissions, UITA Form 8-K that he had drafted, and the press release were

materially false and misleading.

88. Before March 13, 2018 through March 21, 2018, Miller knew, or was

reckless in not knowing, that the true UITA CEO had not resigned, and neither UITA

Nominee 1, UITA Nominee 2, nor Miller had officer or director positions at UITA.

Further, before March 22, 2018, Miller also knew, or was reckless in not knowing, that

the UITA ownership information was false and UITA had no plans to enter into a new

market sector.

89. In March and April 2018, Miller, Jaberian, and Rajkaran sold their UITA

stock. On March 22 and 23, 2018, Miller sold his UITA position at prices ranging from

$0.0032 to $0.0053, which resulted in a net profit. On March 21 and 22, 2018, Jaberian

sold his UITA position at prices ranging from $0.0050 to $0.0095, which resulted in a net

profit. Between March 21 and April 3, 2018, Rajkaran sold his UITA position at prices

ranging from $0.0050 to $0.0095, which resulted in a net profit.

The SMEV Hijacking

90. As of August 2018, SMEV was an inactive State of Florida company.

91. In the summer of 2018, Miller and Jaberian bought shares of SMEV stock.

On August 16 and 17, 2018, Miller bought over 9 million shares of SMEV stock at prices

ranging from $0.0002 to $0.0004. From July 20 through August 29, 2018, Jaberian

bought over 27 million shares of SMEV stock at prices ranging from $0.0001 to $0.0004.

92. On August 20, 2018, Miller paid the fees to register SMEV with the

Secretary of State of Florida, and the next day, on August 21, 2018, he filed an Article of

Incorporation falsely identifying another individual as the registered agent, incorporator,

and initial officer and/or director (“SMEV Nominee”).

93. On August 22, 2018, through the Agent, Miller submitted to the SEC

through EDGAR an Update Passphrase Confirmation, falsely identifying SMEV

Nominee as the CEO of SMEV.

94. After hijacking SMEV, Miller caused SMEV to make false and misleading

statements in public SEC filings and other communications to investors about its

supposed change in leadership and alleged business plans.

95. On August 24, 2018, through the Agent, Miller filed with the SEC through

EDGAR a SMEV Form 8-K that he had drafted, falsely claiming that, effective July 18,

2018, SMEV’s corporate officers had resigned and the SMEV Nominee was appointed as

the President, CEO, Secretary and sole director.

96. On information and belief, in or about August 2018, an associate of Miller

established a Twitter account for SMEV using the Twitter handle @simenvirocon.

97. From approximately mid-August 2018 until September 6, 2018, the SMEV

Twitter page referenced the false Form 8-K and stated additional filings and updates

would be coming.

98. Miller knew, or was reckless in not knowing, that the State of Florida and

EDGAR submissions, SMEV Form 8-K that he drafted, and SMEV-related tweets were

materially false and misleading.

99. Before August 20, 2018 through September 6, 2018, Miller knew, or was

reckless in not knowing, that the true SMEV officers had not resigned, the SMEV

Nominee was not the President, CEO, Secretary or sole director and, in fact, the SMEV

Nominee had no legitimate relationship with SMEV.

100. From August 27, 2018 through November 14, 2018, Jaberian sold his

position in SMEV at prices ranging from $0.0001 to $0.0006, which resulted in a net

loss. On December 3, 2018, Miller sold his position in SMEV at $0.0001 per share,

which resulted in a net loss.

Miller Uses Social Media to Pump and Dump the Stock of Two Other Issuers.

101. Between at least February 2019 and March 2019, Miller provided

consulting services to two public companies, LEAS and BBDA (the “Pumped

Companies”), purchased over 9 million shares of the Pumped Companies’ publicly-

traded stock, falsely promoted the Pumped Companies over the internet, and sold the

Pumped Companies’ stock at a net profit.

Miller Falsely Promoted LEAS.

102. In February 2019, Miller began his consulting role with LEAS, an

administratively dissolved State of Wyoming company.

103. Between February 12 and 15, 2019, Miller bought 2.775 million shares of

LEAS stock, at prices ranging from $0.0003 to $0.0013.

104. Miller paid the fees to reinstate LEAS with the Secretary of State of

Wyoming and, on February 13, 2019, filed the reinstatement documents. Those

documents indicated that a LEAS associate was now acting as the sole officer and

director of LEAS.

105. On or around February 12, 2019, Miller created a LEAS Twitter account

with the handle @StrategicLease. The LEAS Twitter account, which Miller operated

from February 12, 2019 until approximately May 2019, provided corporate updates about

LEAS reverse merger prospects that were false (the “LEAS tweets”).

106. On information and belief, Miller obtained information for the LEAS

tweets from two LEAS associates, but Miller did nothing to confirm the accuracy or

truthfulness of the information, resulting in Miller disseminating false and misleading

information about LEAS to the public.

107. On February 27 and March 1, 2019, Miller tweeted from the LEAS Twitter

account about a potential merger with an “Asset Management Firm,” and claimed that

“‘[t]he incoming business has $50 Million in assets and $10 Million in annual revenues.’”

108. On March 8, 2019, Miller tweeted from the LEAS Twitter: “We would like

to provide some insight for shareholders – It is true that our phone number is the same as

that of Bebida Beverage Company per their registration. The same entity controls both

shells, and both are RM candidates. Thanks, IR. $LEAS $BBDA.”

109. Miller knew, or was reckless in not knowing, when he made the LEAS

tweets that these tweets were materially false and misleading. From before Miller tweeted

on February 27, 2019 through March 8, 2019, Miller knew, or was reckless in not

knowing, that LEAS was not in merger talks with an asset management firm, the value of

the assets and revenues was false, and the same entity did not control both of the LEAS

and BBDA shells.

110. Miller’s LEAS tweets also attempted to lend legitimacy to the company but

the tweets contained false information or omitted to state material facts necessary to

make the tweets not misleading under the circumstances.

111. For example, on March 11, 2019, Miller tweeted from the LEAS account

that LEAS had “reached out to FINRA to go through a voluntary interview and

verification process to put an immediate stop to all of the false claims and lies being

spread,” and that LEAS would “be interviewing and working with [a named] FINRA

Senior Investigator.” On April 11, 2019, Miller further tweeted from the LEAS account

that “FINRA’s main concern was whether or not shares were issued to be sold into the

retail market. The answer was NO!”

112. Miller knew, or was reckless in not knowing, that these tweets were

materially false or omitted to state material facts necessary to make the tweets not

misleading under the circumstances. From before Miller tweeted on March 11, 2019

through April 11, 2019, Miller knew, or was reckless in not knowing, that the named

FINRA Senior Investigator was from FINRA’s Office of Fraud Detection and Market

Intelligence, material information that Miller omitted making the tweet false and

misleading under the circumstances. Further, because FINRA interviewed Miller before

April 11, 2019, Miller knew, or was reckless in not knowing, that FINRA’s primary areas

of inquiry concerned LEAS’s reinstatement, change in control, and certain tweets

concerning LEAS’s operations, and not the sale of retail shares as Miller indicated.

113. Between March 8 and 18, 2019, Miller published, on behalf of LEAS, four

different versions of the annual report for the period ending December 31, 2018 on OTC

Markets (“LEAS December 31, 2018 Annual Report”), one on March 8 (“March 8, 2019

Filing”), two on March 11 (“March 11, 2019 Filing 1”) and (“March 11, 2019 Filing 2”),

and the final one on March 18, 2019 (“March 18, 2019 Filing”), that each were materially

false and misleading. Between March 8 and March 26, 2019, Miller used the LEAS

Twitter account to provide information concerning the LEAS December 31, 2018 Annual

Report.

114. First, in the March 8, 2019 Filing and the March 11, 2019 Filing 1 versions

of the LEAS December 31, 2018 Annual Report that Miller drafted and filed, LEAS

falsely reported that it was not a shell company and its current operations included

“equipment leasing.”

115. Miller knew, or was reckless in not knowing, that this statement in both

filings was materially false and misleading since LEAS had no operations and was a shell

at the time he made the filings.

116. By at least February 27, 2019, before Miller filed the first LEAS annual

report in the March 8, 2019 Filing, Miller knew, or was reckless in not knowing, that

LEAS was in talks about acquiring a company, but the deal had not yet been finalized.

117. Indeed, in the March 11, 2019 Filing 2, Miller revised the annual report to

state LEAS had “no operations,” but stated LEAS was not a shell company. After

questions from OTC Markets, Miller amended the LEAS December 30, 2018 Annual

Report again to reflect LEAS had a shell status and made the March 18, 2019 Filing.

118. Second, in the March 8, 2019 and both the March 11, 2019 Filing 1 and

Filing 2, LEAS falsely reported that it had issued shares throughout fiscal years 2016 and

2017, but no additional shares had been issued in 2018.

119. Miller knew, or was reckless in not knowing, that these statements were

materially misleading because the annual reports omitted to state material facts that

would have informed investors that approximately 103 million shares were in transition

between owners at the time of each filing.

120. Miller was in communication with the LEAS transfer agent since at least

February 7, 2019, and had brought the account current as of February 15, 2019, with full

access to information concerning its shareholders and structure. Miller also had submitted

share activity information to OTC Markets prior to filing the different versions of the

December 31, 2018 Annual Report.

121. Accordingly, before Miller filed the March 8, 2019 Filing, the March 11,

2019 Filing 1 and the March 11, 2019 Filing 2, Miller knew, or was reckless in not

knowing, that the share activity information in each version of the December, 31 2018

Annual Report was inaccurate and misleading.

122. In the March 18, 2019 Filing, Miller amended the LEAS December 31,

2018 Annual Report to disclose that 102,321,015 shares of restricted LEAS common

stock and 1,000,000 preferred C series LEAS shares were in transition between owners.

123. Between February 21 and 26, 2019, Miller sold his position in LEAS at

prices ranging from $0.0012 to $0.0032, which resulted in a net profit.

Miller Falsely Promoted BBDA.

124. In March 2019, Miller began his consulting role with BBDA, an

administratively dissolved State of Wyoming company.

125. On March 4, 2019, Miller acquired 7 million shares of BBDA stock at a

price of $0.0002 per share.

126. Miller paid the fees to reinstate BBDA with the Secretary of State of

Wyoming and, on March 7, 2019, filed documents identifying BBDA’s President and

Director and stating that the previous officer had been permanently removed from BBDA

pursuant to a voluntary resignation on September 30, 2018.

127. On or around March 7, 2019, Miller created a BBDA Twitter account with

the handle @BebidaBevCo, which he operated from March 7, 2019 until approximately

March 19, 2019, posting updates concerning the company.

128. On March 8, 2019, Miller tweeted from the BBDA account that the BBDA

President and Director was the only acting principal at the time. On the same day, Miller

also retweeted from the BBDA account the LEAS tweet that falsely stated that the same

entity controlled both LEAS and BBDA.

129. Miller knew, or was reckless in not knowing, that these tweets were

materially false and misleading. Before Miller made the March 8, 2019 tweets, he knew,

or was reckless in not knowing, that the BBDA President and Director was not the only

acting principal since, as Miller knew, another BBDA associate was the majority

shareholder and had a controlling interest in BBDA. Further, before Miller made the

March 8, 2019 tweet, he knew, or was reckless in not knowing, that the BBDA and LEAS

shells were not controlled by the same entity.

130. Starting on March 6, 2019 and continuing through March 8, 2018, Miller

sold his position in BBDA at prices ranging from $0.0010 to $0.0015, which resulted in a

net profit.

Miller and Jaberian Enter into an Investment Partnership Agreement.

131. In or around July 2017, Miller and Jaberian entered into an agreement,

whereby Jaberian agreed to provide Miller with 50 percent of any profits Jaberian made

on the sale of stocks that Miller told Jaberian to buy.

132. Miller and Jaberian formalized this agreement in or around March 2019.

133. Miller informed Jaberian of his consulting role with LEAS and BBDA and

suggested that Jaberian purchase LEAS and BBDA stock.

134. Jaberian then purchased and subsequently sold LEAS and BBDA stock,

generating a net profit.

135. Jaberian made payments of at least $78,000 to Miller pursuant to the profit-

sharing agreement. These profits were derived from Jaberian’s sale of LEAS and BBDA

stock.

The Defendants Reap Ill-Gotten Gains.

136. As a result of the aforementioned conduct, Miller, Jaberian, and Rajkaran

reaped more than $45,000, $240,000, and $65,000, respectively, in trading profits.

Jaberian shared at least $78,000 with Miller pursuant to their profit-sharing agreement,

for a total of more than $100,000 in trading profits for Miller.

137. These proceeds represent the Defendants’ ill-gotten gains from the

securities fraud scheme described above.

Claims For Relief

COUNT I

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder
(Against All Defendants)

138. The Commission realleges and incorporates by reference paragraphs 1

through 137 as if fully set forth herein.

139. By virtue of the conduct alleged herein, Defendants Miller, Jaberian, and

Rajkaran, directly or indirectly, singly and in concert with others, by the 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,

knowingly and recklessly, has: (a) employed devices, schemes and artifices to defraud;

(b) made untrue statements of material fact and has omitted to state material facts

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

which they were made, not misleading; and (c) engaged in acts, practices and courses of

business which operated or would have operated as a fraud or deceit upon purchases of

securities or upon other persons.

140. In engaging in the conduct described herein, Defendants Miller, Jaberian,

and Rajkaran acted knowingly and with a reckless disregard for the truth.

141. By reason of the foregoing, Defendants Miller, Jaberian, and Rajkaran,

directly or indirectly, violated and, unless enjoined, will again violate, Section 10(b) of

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

COUNT II

Violations of Section 17(a) of the Securities Act
(Against All Defendants)

142. The Commission realleges and incorporates by reference paragraphs 1

through 137 as if fully set forth herein.

143. By virtue of the conduct alleged herein, Defendants Miller, Jaberian, and

Rajkaran, directly and indirectly, singly and in concert with others, in the offer and sale

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

interstate commerce and by use of the mails: (a) knowingly or recklessly has employed

one or more devices, schemes or artifices to defraud; (b) knowingly, recklessly, or

negligently has obtained money or property by means of one or more untrue statements

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

circumstances under which they were made, not misleading; and/or (c) knowingly,

recklessly, or negligently has engaged in one or more transactions, practices, or courses

of business which operated or would operate as a fraud or deceit upon the purchaser.

144. In engaging in the conduct described herein, Defendants Miller, Jaberian,

and Rajkaran acted knowingly, with a reckless disregard for the truth, and negligently.

145. By reason of the foregoing, Defendants Miller, Jaberian, and Rajkaran

violated, and unless enjoined will likely again violate, Section 17(a) of the Securities Act,

15 U.S.C. § 77q(a).

COUNT III

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

(Against Defendants Jaberian and Rajkaran)

146. The Commission realleges and incorporates by reference paragraphs 1

through 137 as if fully set forth herein.

147. Defendant Miller, directly or indirectly, singly and in concert with others,

by the 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, knowingly and recklessly, has: (a) employed devices, schemes and artifices to

defraud; (b) made untrue statements of material fact and has omitted to state material

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

which they were made, not misleading; and (c) engaged in acts, practices and courses of

business which operated or would have operated as a fraud or deceit upon purchases of

securities or upon other persons.

148. Defendants Jaberian and Rajkaran knowingly or recklessly provided

substantial assistance to Defendant Miller in the commission of these violations.

149. By reason of the foregoing, Defendants Jaberian and Rajkaran are liable

pursuant to Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e), for aiding and abetting

Defendant Miller’s violations of 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, and unless enjoined, Defendants

Jaberian and Rajkaran will again aid and abet those violations.

COUNT IV

Aiding and Abetting Violations of Section 17(a) of the Securities Act
(Against Defendants Jaberian and Rajkaran)

150. The Commission realleges and incorporates by reference paragraphs 1

through 137 as if fully set forth herein.

151. Defendant Miller, directly and indirectly, singly and in concert with others,

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

and communication in interstate commerce and by use of the mails: (a) knowingly or

recklessly has employed one or more devices, schemes or artifices to defraud; (b)

knowingly, recklessly, or negligently has obtained money or property by means of one or

more untrue statements of a material fact necessary in order to make the statements made,

in light of the circumstances under which they were made, not misleading; and/or (c)

knowingly, recklessly, or negligently has engaged in one or more transactions, practices,

or courses of business which operated or would operate as a fraud or deceit upon the

purchaser.

152. Defendants Jaberian and Rajkaran knowingly or recklessly provided

substantial assistance to Defendant Miller in the commission of these violations.

153. By reason of the foregoing, Defendants Jaberian and Rajkaran are liable

pursuant to Section 15(b) of the Securities Act, 15 U.S.C. § 77o(b), for aiding and

abetting Defendant Miller’s violations of Section 17(a) of the Securities Act, 15 U.S.C.

§ 77q(a), and unless enjoined, Defendants Jaberian and Rajkaran will again aid and abet

those violations.

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court:

(Injunctive Relief Against Future Securities Law Violations)

Enter an Order of Permanent Injunction, in a form consistent with Rule 65(d) of

the Federal Rules of Civil Procedure, restraining and enjoining the Defendants from

violating or aiding and abetting violations of Section 10(b) of the Exchange Act, 15

U.S.C. § 78j, and Rule 10b-5, 17 C.F.R. § 240.10b-5 thereunder, and Section 17(a) of the

Securities Act, 15 U.S.C. § 77o(a);

II.

(Disgorgement of Ill-Gotten Gains)

The Commission seeks a final judgment ordering the Defendants to disgorge the

ill-gotten gains they received with prejudgment interest thereon pursuant to Sections

21(d)(5) and 21(d)(7) of the Exchange Act, 15 U.S.C. § 78u(d)(5), (d)(7);

III.

(Civil Penalties)

Enter an Order requiring the Defendants to pay civil 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);

IV.

(Officer and Director Bar)

Enter an Order, pursuant to Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e),

Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2), permanently prohibiting the

Defendants from serving as an officer or director of any issuer that has a class of

securities registered pursuant to Section 12 of the Exchange Act or that is required to file

reports pursuant to Section 15(d) of the Exchange Act;

(Penny Stock Bar)

Entering an Order, pursuant to Section 21(d)(6)(A) of the Exchange Act, 15

U.S.C. § 78u(d)(6)(A), prohibiting the Defendants from participating in an offering of

penny stock;

VI.

(Retention of Equitable Jurisdiction)

Retain jurisdiction over this action in accordance with the principles of equity and

the Federal Rules of Civil Procedure in order to implement and carry out the terms of all

orders and decrees that may be entered, or to entertain any suitable application or motion

for additional relief within the jurisdiction of this Court; and

VII.

(Other Relief)

Grant such other relief as the Court deems appropriate.

JURY DEMAND

Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff demands

that this case be tried to a jury on all issues so triable.

November 1, 2021 Respectfully submitted,

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

/s/ Alyssa A. Qualls
Alyssa A. Qualls (IL No. 6292124)
Amy S. Cotter (IL No. 6238157)
Raven A. Winters (IL No. 6291077)
175 West Jackson Boulevard, Suite 1450
Chicago, Illinois 60604
(312) 353-7390
(312) 353-7398 (FAX)
[email protected]
[email protected]
[email protected]

Attorneys for Plaintiff United States
Securities and Exchange Commission

Craig R. Baune
Assistant U.S. Attorney
Attorney ID No. 331727
United States Attorney’s Office
for the District of Minnesota
600 United States Courthouse
300 South Fourth Street
Minneapolis, MN 55415
Phone: 612-664-5600
[email protected]

Local Counsel

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