SEC v. DANIEL K. BOICE; and TRUSTIFY, INC., No. 1:20-cv-853, Eastern District of Virginia (July 24, 2020) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
Case No. 1:20-cv-853
J
URY TRIAL DEMANDED
v.
DANIEL K. BOICE and TRUSTIFY, INC.,
Defendants,
and
GOLEAN DC, LLC, and
JENNIFER MELLON,
Relief Defendants.
COMPLAINT
Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint
against defendants Daniel K. Boice (“Boice”) and Trustify, Inc. (“Trustify”) (collectively,
“Defendants”) and relief defendants GoLean DC, LLC (“GoLean”) and Jennifer Mellon
(“Mellon”) and alleges as follows:
SUMMARY
1.This matter concerns an offering fraud conducted by Boice through his company,
Trustify, an online marketplace designed to connect customers to a network of private
investigators.
2.Between 2015 and 2018, Defendants raised over $18.5 million from more than 90
investors by making materially false and misleading statements and omissions about, among

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other things, Trustify’s revenue growth, its corporate client base and size of its investigator
network, and the use of investor funds.
3. Boice also defrauded Trustify’s largest existing investor into reinvesting $1.957
million by, among other things, providing a false document stating that an influential investment
bank had joined as lead investor for that round—something the investor required prior to giving
Trustify the money.
4. Although Boice held Trustify out to investors as a successful technology start-up
with growing revenues and a strong corporate client base, Trustify was a failing business.
5. By the fall of 2018, Trustify was unable to pay its vendors and employees and
effectively ceased operations.  Yet Boice continued to solicit funds from investors without
notifying existing or prospective investors of Trustify’s dire financial condition.
6. Boice misappropriated at least $8 million of investor funds to pay for personal
expenses for himself and his then-wife and colleague, Jennifer Mellon, including private jet
charters, vacations, a luxury car, jewelry, and mortgage payments on their personal residence and
a beach house.  Boice also diverted hundreds of thousands of dollars to his purported consulting
company, GoLean.
7. By engaging in the conduct described in this Complaint, Defendants violated, and
unless enjoined will continue to violate, Section 17(a) of the Securities Act of 1933 (“Securities
Act”) [15 U.S.C. § 77q(a)] and 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].
8. Relief Defendants GoLean and Mellon have been unjustly enriched, as they
received proceeds of the fraud to which they had no legitimate claim.

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JURISDICTION AND VENUE
9. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the
Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Sections 21(d) and 21(e) of the Exchange
Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin such acts, transactions, practices, and courses of
business, and to obtain disgorgement, prejudgment interest, civil money penalties, and such other
and further relief as the Court may deem just and appropriate.
10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e),
and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
11. Venue in this district is proper 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].  Defendant Boice
resided in this district at all times relevant to this Complaint, and this district was the principal
place of business for Defendant Trustify and Relief Defendant GoLean.  Relief Defendant
Mellon also resides in the district.
12. In addition, certain of the acts, practices, and courses of business constituting the
violations of the federal securities laws alleged herein occurred within the Eastern District of
Virginia.
DEFENDANTS
13. Daniel K. Boice, age 40, was a resident of Alexandria, Virginia at all times
relevant to this Complaint and currently resides in Fernandina Beach, Florida.  Boice founded
and was the Chief Executive Officer (“CEO”) of Trustify.  Boice also founded GoLean, which is
described more fully below.

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14. Trustify, Inc., formerly known as FlimFlam, is a Delaware corporation formed
by Boice in 2015 that maintained an office in Arlington, Virginia.  Trustify was a start-up
technology company that operated an online application to connect private investigators with
individuals and businesses.
RELIEF DEFENDANTS
15. GoLean DC, LLC is a Virginia corporation founded by Boice in June 2014 as a
purported consulting company with an office address in Arlington, Virginia.  As of September
30, 2015, GoLean was listed as inactive on Virginia’s corporate registry for failing to pay its
annual registration fee.
16. Jennifer Mellon, age 38, is a resident of Alexandria, Virginia.  From 2015 to late
2018, Mellon was the Vice-President and Director of Trustify and was married to Defendant
Boice.
FACTS
I. DEFENDANTS FRAUDULENTLY INDUCED INVESTORS TO BUY TRUSTIFY
STOCK AND PROMISSORY NOTES
17. Boice founded Trustify (then called FlimFlam) in January 2015 as a technology
company purportedly designed to operate and maintain an online platform to connect individuals
and businesses with a network of private investigators.
18. Trustify’s only source of revenue was the fees earned when a customer used its
technology to engage the services of an in-network private investigator.
19. As Trustify’s CEO, Boice solicited investments in the company, hired a staff, and
appointed a Board of Directors.
20. Mellon was the President and Director of Trustify and also served on Trustify’s
Board.  During that time, Mellon and Boice were married and owned joint bank accounts, real

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estate, and other assets.
21. Between 2015 and 2018, Defendants conducted the following equity and debt
securities offerings (collectively, the “Offerings”):
Funding Round Approximate
Start Date
Approximate
End Date
Investors
Per
Offering
Total
Invested
Seed 1 Preferred Stock
(“Seed 1”)
2/2015 11/2015 26 $1,827,402
Seed 2 Preferred Stock
(“Seed 2”)
12/2015 12/2016 52 $5,355,822
Convertible Promissory Notes
(“Note Offering”)
12/2016 5/2017 23 $2,911,732
Series A Preferred Stock
(“Series A”)
5/2017 10/2017  8 $5,479,994
Series B Preferred Stock
(“Series B”)
3/2018 7/2018 12 $2,980,794
22. To market Trustify’s securities to potential investors, Boice created, or caused to
be created, slide presentations (“Investor Presentations”) for the Offerings.  The Investor
Presentations set forth, among other things, an overview of Trustify’s business, its quarterly
and/or annual revenue, lists of significant clients, and the intended use of investor proceeds.
23. Boice emailed quarterly updates (“Quarterly Updates”) to existing investors,
which purported to set forth Trustify’s alleged successes, revenue and other “key performance
indicators,”  and plans for future growth, among other information.
24. Boice successfully used Quarterly U pdates to induce certain existing investors to
make additional investments in Trustify.
25. By the fall of 2018, Trustify was unable to pay its vendors and employees, yet
Boice continued to solicit investments by lying to prospective investors about Trustify’s revenue,
its corporate client base and the size of its investigator network, and the use of investor funds,
among other things.

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26. In total, Defendants used deceptive conduct and the material misstatements and
omissions discussed herein to induce more than 90 investors located in multiple states, including
those in the Eastern District of Virginia, to invest a total of approximately $18.5 million in
Trustify stock and promissory notes.
A. Defendants Misrepresented Trustify’s Quarterly and Annual Revenue
27. From at least January 2016 through October 2018, Defendants lied about
Trustify’s revenue in Investor Presentations and Quarterly Updates to give the false impression
that Trustify was a successful technology start-up when, in reality, it was a failing business from
the outset.
28. For example, in or about May 2017, Boice falsely reported in the Investor
Presentation for the Series A funding round that Trustify had earned $5 million in revenue in
2016 when Trustify had earned only approximately $1.4 million – less than one third of the
revenue figure Boice reported to investors.
29. In March 2018, when soliciting investment in the Series B funding round, Boice
included a chart in the Investor Presentation that falsely depicted steady revenue growth
throughout 2017 with monthly revenue between $500,000 and nearly $800,000.  In reality,
Trustify’s quarterly revenue actually declined throughout 2017 from approximately $400,000 to
approximately $150,000.
30. To induce additional investments from existing investors, Boice emailed
Quarterly Updates that contained numerous misrepresentations about Trustify’s revenue,
including, among other things:

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a. the Quarterly Update dated April 2, 2016, falsely stated that revenue for
the first quarter of 2016 was $500,000, when, in reality, revenue was only approximately
$315,237;
b. the Quarterly Update dated July 5, 2016, falsely stated that revenue for the
second quarter of 2016 was $774,339 – more than double the actual revenue of $315,426;
c. the Quarterly Update dated October 3, 2016, falsely stated that r evenue for
the third quarter of 2016 was approximately $1,344,071 – nearly three times greater than the
actual revenue of $389,724;
d. the Quarterly Update dated May 9, 2018, falsely stated that revenue for the
first quarter of 2018 grew “70% . . . over Q1 2017,” when in fact revenue had decreased by at
least 45%; and
e. the Quarterly Update dated October 14, 2018, falsely stated that r evenue
for the third quarter of 2018 had “[e]xceeded revenue goals” and “revenue numbers continue to
be very strong,” when revenue had plummeted and Trustify could no longer pay its vendors or
employees.
31. After receiving Quarterly Updates that contained false revenue figures, among
other things, several investors invested additional funds in Trustify.
32. As CEO, Boice knew that the revenue figures he included in Investor
Presentations and Quarterly Updates were fabricated and were designed to give investors the
false impression that Trustify was a growing and viable company.
B. Defendants Lied About Significant Corporate Clients and the Size of Its
Private Investigator Network
33. To mislead investors about Trustify’s success in growing its corporate customer
base, Boice falsely claimed that Trustify had secured lucrative contracts with certain significant

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corporate clients.
34. In the Quarterly Updates emailed to investors in 2016 and in the Series A Investor
Presentation, Boice falsely stated that Trustify had successfully contracted with a major
homecare provider to vet their network of caregivers.
35. Similarly, in an email to an investor in February 2016, Boice stated that Trustify
“just closed that large deal with [ a major homecare provider] w here we’ll be vetting their 17M+
care providers,” resulting in in “$100k+ [monthly recurring revenue] just from this deal alone.”
36. On February 18, 2016, after receiving this information from Boice, that investor
invested an additional $100,000 in Trustify.
37. None of these statements were true.  The homecare provider did not contract with
Trustify or hire Trustify in any capacity.
38. In or about May 2018, in the Series B Investor Presentation, Boice identified by
logo professional sports leagues and major television networks as part of Trustify’s “New &
Noteworthy Clients.”
39. Boice claimed that one major television network found Trustify “organically” by
using Trustify’s website, and quoted an alleged representative from the network saying:
“Trustify has provided us a new capability when it comes to quickly vetting information.”
40. These representations were false.  The major professional sports leagues and
television networks that Boice touted as clients in the Series B Investor Presentation were not
clients of Trustify.  To further exaggerate the growth and reach of the company, Boice repeatedly
claimed in Investor Presentations and Quarterly Updates that Trustify had thousands of private
investigators.

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41. For example, in the Investor Update dated January 2016, Trustify announced it
had over 4,000 investigators in network when, at its busiest, Trustify had only 600 in-network
investigators, only a fraction of whom ever performed work for the company.
C.  Defendants Misrepresented the Intended use of Investor Proceeds and
Misappropriated Investor Funds.
42. In subscription agreements (“Subscription Agreements) and terms sheets (“Term
Sheets”) for the Offerings, Defendants represented to investors that the proceeds from the sales
of shares and promissory notes would be used for “working capital and general corporate
purposes” of Trustify.
43. Similarly, in Investor Presentations, Boice generally stated that half of the funds
raised from investors from the Offerings would be used to develop and maintain technology,
while the other half would be used for marketing and revenue growth.
44. Contrary to these representations, of the more than $18.5 million raised, between
March 2015 and November 2018, Boice used at least $8 million of investor money for his and
Mellon’s personal benefit to support their extravagant lifestyle and failed to disclose such use of
proceeds to investors.
45. As early as March 2015, Boice began diverting investor funds from Trustify’s
operating account to a bank account for GoLean, a company Boice alone controlled.
46. Between March 2015 and December 2015, Boice diverted a total of
approximately $528,000 to GoLean and used the entirety of those funds for personal expenses,
including a total of approximately $300,000 for a down payment on his and Mellon’s home in
Alexandria, Virginia.

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47. Boice continued to divert investor funds to GoLean for months after Virginia’s
State Corporation Commission placed GoLean on inactive status for failing to pay its annual
registration fee.
48. Mellon wrote checks out of the GoLean account to pay for purely personal
expenses, including those related to her wedding to Boice, healthcare, private school tuition, and
payments for their Alexandria home.
49. In addition to the investor funds diverted to GoLean for their personal use, Boice
charged more than $4 million of his and Mellon’s personal expenses to credit cards that were
paid from Trustify’s business account, including $125,000 to hire a private jet to fly their
children to summer camp, $10,000 on a family vacation to Canyon Ranch & Spa, $134,000 on
purchases from Amazon.com, and $5,000 worth of jewelry.
50. Boice also wired approximately $1,025,275 from Trustify’s bank accounts into
his and Mellon’s personal joint bank account, $50,000 of which was transferred to Mellon’s
personal bank account in June 2017.
51. In addition, Boice spent approximately $2.2 million in the form of cash and
Google/Paypal transactions.
52. These expenses were totally unrelated to Trustify’s stated business purpose and
were contrary to the explicit statements in the Investor Presentations, Subscription Agreements
and Term Sheets concerning the use of investor proceeds.  Boice never informed investors that
their funds would be used to pay for his personal expenses.
53. Boice knew that the statements to investors concerning the intended use of
investor proceeds were false and misleading because Boice himself diverted investor funds away
from Trustify to use for his and Mellon’s personal benefit.

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II. DEFENDANTS FRAUDULENTLY INDUCED THEIR LARGEST INVESTOR TO
INVEST AN ADDITIONAL $1.957 MILLION IN TRUSTIFY
54. In June 2018, Defendants fraudulently induced an existing venture capital
investor (the “Venture Capital Fund”) to invest an additional $1.957 million in Trustify’s Series
B offering.
55. Boice told the Venture Capital Fund that an established investment bank had
agreed to be the lead investor for the Series B round.  This was not true.
56. The Venture Capital Fund, which previously had invested just over $4.7 million
in the Series A round, agreed with Boice to wire funds for the Series B round if the following
conditions were met: (1) it received confirmation that the investment bank had wired funds to
Trustify; (2) the round was substantially funded prior to its investment; (3) its investment would
be escrowed in a specific bank account; and (4) its investment would be returned if the Series B
round did not meet its minimum investment target of $15 million.
57. In June 2018, Boice caused the Venture Capital Fund to receive an email that
purported to be from the investment bank’s managing partner ostensibly confirming the
investment bank’s $7.5 million investment and welcoming the Venture Capital Fund to the
Series B round.  The email was fake.
58. Based on this email and other misrepresentations, the Venture Capital Fund wired
$1.957 million to Trustify on June 14, 2018 with the understanding that it would obtain shares of
Series B Preferred Stock if the round closed or receive its money back.
59. Contrary to his representations to the Venture Capital Fund, Boice did not place
the Venture Capital Fund’s money in an escrow account.  Instead, as set forth above, he used the
funds for his personal expenses.

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III. DEFENDANTS VIOLATED THE FEDERAL SECURITIES LAWS
60. At all relevant times, Boice operated and controlled Trustify.
61. The preferred stock offered and convertible promissory notes sold by Defendants
(the “Securities”) were securities within the meaning of the Securities Act and the Exchange Act.
62. Investors provided Defendants an investment of money—at least 90 investors
gave Defendants at least $18.5 million.
63. Boice pooled investors’ money into bank accounts and represented that he would
use those funds to operate Trustify and grow the business.
64. Investors made their investment with a reasonable expectation of profits to be
derived solely from Defendants’ supposed ability to generate profits without any participation by
any of its investors.
65. Defendants engaged in the conduct described herein, including the offer and sale
of the Securities, by use of the means or instruments of transportation or communication in
interstate commerce, the instrumentalities of interstate commerce, and/or by use of the mails.
66. Defendants solicited investment from investors throughout the United States and
abroad through the use of the internet and online platforms.
67. Defendants knowingly made material untrue statements and 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.
68. A reasonable investor would consider the misrepresented facts and omitted
information described herein—including, among other things, misrepresentations and omissions
regarding Trustify’s revenue growth, contracts with significant corporate clients, and the use of

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investors’ money to pay for Boice’s personal expenses—important in deciding whether or not to
purchase the Securities.
69. The untrue statements of material fact and material omissions described herein
were made in the offer or sale and in connection with the purchase or sale of securities.
70. In connection with the conduct described herein, Defendants acted knowingly or
recklessly.  Defendants knew or were reckless in not knowing that they were making material
misrepresentations and omitting to state material facts necessary to make certain statements not
misleading under the circumstances.
71. Defendants obtained money or property by means of untrue statements of material
fact and omissions of material fact necessary in order to the make the statements made, in light
of the circumstances under which they were made, not misleading.  Investors sent money directly
to the Defendants, and Boice took the money for his own use and benefit.
72. Defendants used devices, schemes, and artifices to defraud investors, and engaged
in acts, transactions, practices, or courses of business that operated as a fraud or deceit upon the
investors.  In addition to the numerous misrepresentations discussed herein, among other things,
Defendants misled investors and misappropriated investors’ funds for Boice’s and Mellon’s
personal use and benefit.
IV.  RELIEF DEFENDANTS BENEFITED FROM THE FRAUD
73. GoLean benefited from Defendants’ fraudulent scheme.  Defendant Boice
diverted to GoLean at least $528,000 that came from investors who were told that they were
investing in Trustify.  GoLean did not provide money, goods, services, or anything else of value
in exchange for these funds.

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74. These transfers of funds to GoLean were part of, and in furtherance of, the
securities laws violations alleged herein.  Therefore, GoLean has been unjustly enriched.
75. Mellon benefited from Defendants’ fraudulent scheme.  Mellon wrote checks for
purely personal expenses, including expenses for her wedding to Boice, out of the GoLean
account, which was funded almost exclusively with funds of Trustify’s investors.
76. At least $150,000 of Mellon’s personal credit card charges were expensed to
Trustify and paid with investor funds, including flights to the Caribbean island of Nevis, jewelry
and clothing, and a family vacation to Cancun, Mexico.
77. Mellon also received money in excess of her approved salary, including $50,000
wired into her personal account in June 2017.  Mellon did not provide money, goods, services, or
anything else of value in exchange for these funds.
78. The transfer of funds to Mellon, which were in excess of her salary, were part of,
and in furtherance of, the securities laws violations alleged herein.  Therefore, Mellon has been
unjustly enriched.
FIRST CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(Against Boice and Trustify)
79. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 through 78, above, as if the same were fully set forth herein.
80. From at least March 2015 through the present, as a result of the conduct alleged
herein, Defendants Boice and Trustify knowingly or recklessly or, with respect to subparts b and
c below, negligently, in the offer or sale of securities, directly or indirectly, singly or in concert,
by the use of the means or instruments of transportation or communication in interstate
commerce, or the means or instrumentalities of interstate commerce, or the mails, or the facilities
of a national securities exchange:

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a. employed devices, schemes or artifices to defraud;
b. obtained money or property by means of, or made, untrue statements of
material fact, or omitted to state material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading; or
c. engaged in acts, transactions, practices, or courses of business that
operated as a fraud or deceit upon offerees, purchasers, and prospective purchasers of securities.
81. By engaging in the foregoing conduct, Defendants Boice and Trustify violated,
and unless restrained and enjoined will continue to violate, Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against Boice and Trustify)
82. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 78, above, as if the same were fully set forth herein.
83. From at least March 2015 through the present, as a result of the conduct alleged
herein, Defendants Boice and Trustify, knowingly or recklessly, in connection with the purchase
or sale of securities, directly or indirectly, by use of the means or instrumentality of interstate
commerce or of the mails, or a facility of a national securities exchange:
a. employed devices, schemes or artifices to defraud;
b. made untrue statements of material fact, or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading; or
c. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the purchase or sale of any
security.

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84. By engaging in the foregoing conduct, Defendants Boice and Trustify violated,
and unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act
[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
(Unjust Enrichment)
(Against Relief Defendant GoLean DC, LLC)
85. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 through 78, inclusive, as if they were fully set forth herein.
86. Between March 2015 and December 2015, Boice diverted approximately
$540,885 of investor funds to GoLean via direct money transfers from Trustify’s operating
account and to GoLean’s bank account, which Boice alone controlled.  Boice then used the
money in GoLean’s account to pay for his personal living expenses.
87. GoLean obtained investor funds described above as part of, and in furtherance of,
the securities law violations alleged above.
88. GoLean has no legitimate claim to these ill-gotten gains, which are proceeds of
the securities fraud alleged above, and it is not just, equitable, or conscionable for it to retain the
funds.
89. Accordingly, GoLean is liable as a relief defendant and should be required to
disgorge all ill-gotten gains which inured to its benefit under the equitable doctrines of
disgorgement, unjust enrichment, and/or constructive trust.
FOURTH CLAIM FOR RELIEF
(Unjust Enrichment)
(Against Relief Defendant Jennifer Mellon)
90. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 through 78, inclusive, as if they were fully set forth herein.

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91. Between March 2015 and July 2018, Mellon received at least $200,000 of
investor funds, in excess of her salary, for payment of personal living expenses and charges to a
corporate credit card.
92. Mellon obtained investor funds described above as part of, and in furtherance of,
the securities law violations alleged above.
93. Mellon has no legitimate claim to these ill-gotten gains, which are proceeds of the
securities fraud alleged above, and it is not just, equitable, or conscionable for her to retain the
funds.
94. Accordingly, Mellon is liable as a relief defendant and should be required to
disgorge all ill-gotten gains which inured to her benefit under the equitable doctrines of
disgorgement, unjust enrichment, and/or constructive trust.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendants Boice and Trustify from violating
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 thereunder [17 C.F.R. § 240.10b-5];
II.
 Ordering Defendants Boice and Trustify to disgorge any and all ill-gotten gains, together
with prejudgment interest, derived from the activities set forth in this Complaint.
III.
 Ordering Defendants Boice and Trustify 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. §

18

78u(d)(3)];
IV.
 Ordering Relief Defendant Mellon to disgorge all ill-gotten gains to which she does not
have a legitimate claim that she received as a result of the conduct alleged in the Complaint,
together with prejudgment interest thereon;
V.
Ordering Relief Defendant GoLean to disgorge all ill-gotten gains to which it does not
have a legitimate claim that it received as a result of the conduct alleged in the Complaint,
together with prejudgment interest thereon; and
VI.
Granting such other and further relief as the Court may deem just and appropriate.
JURY DEMAND
 Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, the Commission hereby
requests that this case be tried to a jury.

Respectfully submitted,

SECURITIES AND EXCHANGE COMMISSION

Dated:  July 24, 2020    By: /s/ Nicholas C. Margida
Nicholas C. Margida
Virginia Bar No. 73176
Securities and Exchange Commission
100 F Street, NE
Washington DC 20549-5977
Telephone: ( 202) 551-8504
Fax: (202) 772-9292
Email: [email protected]

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Jennifer Chun Barry (Pro hac vice to be filed)
Karen M. Klotz (Pro hac vice to be filed)
Securities and Exchange Commission
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
Telephone: (215) 597-3100
Email: [email protected]
 [email protected]

IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF VIRGINIA 

ALEXANDRIA DIVISION 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
Case No. 1:20-cv-853

JURY TRIAL DEMANDED 
v. 

DANIEL K. BOICE and TRUSTIFY, INC., 

Defendants, 

and 

GOLEAN DC, LLC, and 
JENNIFER MELLON,  

Relief Defendants. 

COMPLAINT 

Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint 

against defendants Daniel K. Boice (“Boice”) and Trustify, Inc. (“Trustify”) (collectively, 

“Defendants”) and relief defendants GoLean DC, LLC (“GoLean”) and Jennifer Mellon 

(“Mellon”) and alleges as follows: 

SUMMARY 

1. This matter concerns an offering fraud conducted by Boice through his company,

Trustify, an online marketplace designed to connect customers to a network of private 

investigators. 

2. Between 2015 and 2018, Defendants raised over $18.5 million from more than 90

investors by making materially false and misleading statements and omissions about, among 

Case 1:20-cv-00853   Document 1   Filed 07/24/20   Page 1 of 19 PageID# 1



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other things, Trustify’s revenue growth, its corporate client base and size of its investigator 

network, and the use of investor funds.   

3. Boice also defrauded Trustify’s largest existing investor into reinvesting $1.957 

million by, among other things, providing a false document stating that an influential investment 

bank had joined as lead investor for that round—something the investor required prior to giving 

Trustify the money. 

4. Although Boice held Trustify out to investors as a successful technology start-up 

with growing revenues and a strong corporate client base, Trustify was a failing business.   

5. By the fall of 2018, Trustify was unable to pay its vendors and employees and 

effectively ceased operations.  Yet Boice continued to solicit funds from investors without 

notifying existing or prospective investors of Trustify’s dire financial condition. 

6. Boice misappropriated at least $8 million of investor funds to pay for personal 

expenses for himself and his then-wife and colleague, Jennifer Mellon, including private jet 

charters, vacations, a luxury car, jewelry, and mortgage payments on their personal residence and 

a beach house.  Boice also diverted hundreds of thousands of dollars to his purported consulting 

company, GoLean. 

7. By engaging in the conduct described in this Complaint, Defendants violated, and 

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

Act”) [15 U.S.C. § 77q(a)] and 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].   

8. Relief Defendants GoLean and Mellon have been unjustly enriched, as they 

received proceeds of the fraud to which they had no legitimate claim.  

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JURISDICTION AND VENUE 

9. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the 

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

Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin such acts, transactions, practices, and courses of 

business, and to obtain disgorgement, prejudgment interest, civil money penalties, and such other 

and further relief as the Court may deem just and appropriate. 

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

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

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

11. Venue in this district is proper 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].  Defendant Boice 

resided in this district at all times relevant to this Complaint, and this district was the principal 

place of business for Defendant Trustify and Relief Defendant GoLean.  Relief Defendant 

Mellon also resides in the district. 

12. In addition, certain of the acts, practices, and courses of business constituting the 

violations of the federal securities laws alleged herein occurred within the Eastern District of 

Virginia.   

DEFENDANTS 

13. Daniel K. Boice, age 40, was a resident of Alexandria, Virginia at all times 

relevant to this Complaint and currently resides in Fernandina Beach, Florida.  Boice founded 

and was the Chief Executive Officer (“CEO”) of Trustify.  Boice also founded GoLean, which is 

described more fully below. 

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14. Trustify, Inc., formerly known as FlimFlam, is a Delaware corporation formed 

by Boice in 2015 that maintained an office in Arlington, Virginia.  Trustify was a start-up 

technology company that operated an online application to connect private investigators with 

individuals and businesses.           

RELIEF DEFENDANTS 

15. GoLean DC, LLC is a Virginia corporation founded by Boice in June 2014 as a 

purported consulting company with an office address in Arlington, Virginia.  As of September 

30, 2015, GoLean was listed as inactive on Virginia’s corporate registry for failing to pay its 

annual registration fee. 

16. Jennifer Mellon, age 38, is a resident of Alexandria, Virginia.  From 2015 to late 

2018, Mellon was the Vice-President and Director of Trustify and was married to Defendant 

Boice. 

FACTS 

I. DEFENDANTS FRAUDULENTLY INDUCED INVESTORS TO BUY TRUSTIFY 
STOCK AND PROMISSORY NOTES 

17. Boice founded Trustify (then called FlimFlam) in January 2015 as a technology 

company purportedly designed to operate and maintain an online platform to connect individuals 

and businesses with a network of private investigators. 

18. Trustify’s only source of revenue was the fees earned when a customer used its 

technology to engage the services of an in-network private investigator. 

19. As Trustify’s CEO, Boice solicited investments in the company, hired a staff, and 

appointed a Board of Directors. 

20. Mellon was the President and Director of Trustify and also served on Trustify’s 

Board.  During that time, Mellon and Boice were married and owned joint bank accounts, real 

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estate, and other assets.   

21. Between 2015 and 2018, Defendants conducted the following equity and debt 

securities offerings (collectively, the “Offerings”): 

Funding Round Approximate 
Start Date 

Approximate 
End Date 

Investors 
Per 

Offering 

Total  
Invested 

Seed 1 Preferred Stock  
(“Seed 1”) 

2/2015 11/2015 26 $1,827,402 

Seed 2 Preferred Stock  
(“Seed 2”) 

12/2015 12/2016 52 $5,355,822 

Convertible Promissory Notes 
(“Note Offering”) 

12/2016 5/2017 23 $2,911,732 

Series A Preferred Stock 
(“Series A”)  

5/2017 10/2017  8 $5,479,994 

Series B Preferred Stock 
(“Series B”) 

3/2018 7/2018 12 $2,980,794 

22. To market Trustify’s securities to potential investors, Boice created, or caused to 

be created, slide presentations (“Investor Presentations”) for the Offerings.  The Investor 

Presentations set forth, among other things, an overview of Trustify’s business, its quarterly 

and/or annual revenue, lists of significant clients, and the intended use of investor proceeds. 

23. Boice emailed quarterly updates (“Quarterly Updates”) to existing investors, 

which purported to set forth Trustify’s alleged successes, revenue and other “key performance 

indicators,” and plans for future growth, among other information.   

24. Boice successfully used Quarterly Updates to induce certain existing investors to 

make additional investments in Trustify.   

25. By the fall of 2018, Trustify was unable to pay its vendors and employees, yet 

Boice continued to solicit investments by lying to prospective investors about Trustify’s revenue, 

its corporate client base and the size of its investigator network, and the use of investor funds, 

among other things. 

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26. In total, Defendants used deceptive conduct and the material misstatements and 

omissions discussed herein to induce more than 90 investors located in multiple states, including 

those in the Eastern District of Virginia, to invest a total of approximately $18.5 million in 

Trustify stock and promissory notes.   

A. Defendants Misrepresented Trustify’s Quarterly and Annual Revenue 

27. From at least January 2016 through October 2018, Defendants lied about 

Trustify’s revenue in Investor Presentations and Quarterly Updates to give the false impression 

that Trustify was a successful technology start-up when, in reality, it was a failing business from 

the outset.   

28. For example, in or about May 2017, Boice falsely reported in the Investor 

Presentation for the Series A funding round that Trustify had earned $5 million in revenue in 

2016 when Trustify had earned only approximately $1.4 million – less than one third of the 

revenue figure Boice reported to investors.  

29. In March 2018, when soliciting investment in the Series B funding round, Boice 

included a chart in the Investor Presentation that falsely depicted steady revenue growth 

throughout 2017 with monthly revenue between $500,000 and nearly $800,000.  In reality, 

Trustify’s quarterly revenue actually declined throughout 2017 from approximately $400,000 to 

approximately $150,000. 

30. To induce additional investments from existing investors, Boice emailed 

Quarterly Updates that contained numerous misrepresentations about Trustify’s revenue, 

including, among other things: 

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a. the Quarterly Update dated April 2, 2016, falsely stated that revenue for 

the first quarter of 2016 was $500,000, when, in reality, revenue was only approximately 

$315,237; 

b. the Quarterly Update dated July 5, 2016, falsely stated that revenue for the 

second quarter of 2016 was $774,339 – more than double the actual revenue of $315,426;  

c. the Quarterly Update dated October 3, 2016, falsely stated that revenue for 

the third quarter of 2016 was approximately $1,344,071 – nearly three times greater than the 

actual revenue of $389,724; 

d. the Quarterly Update dated May 9, 2018, falsely stated that revenue for the 

first quarter of 2018 grew “70% . . . over Q1 2017,” when in fact revenue had decreased by at 

least 45%; and 

e. the Quarterly Update dated October 14, 2018, falsely stated that revenue 

for the third quarter of 2018 had “[e]xceeded revenue goals” and “revenue numbers continue to 

be very strong,” when revenue had plummeted and Trustify could no longer pay its vendors or 

employees. 

31. After receiving Quarterly Updates that contained false revenue figures, among 

other things, several investors invested additional funds in Trustify.  

32. As CEO, Boice knew that the revenue figures he included in Investor 

Presentations and Quarterly Updates were fabricated and were designed to give investors the 

false impression that Trustify was a growing and viable company. 

B. Defendants Lied About Significant Corporate Clients and the Size of Its 
Private Investigator Network 

33. To mislead investors about Trustify’s success in growing its corporate customer 

base, Boice falsely claimed that Trustify had secured lucrative contracts with certain significant 

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corporate clients. 

34. In the Quarterly Updates emailed to investors in 2016 and in the Series A Investor 

Presentation, Boice falsely stated that Trustify had successfully contracted with a major 

homecare provider to vet their network of caregivers. 

35. Similarly, in an email to an investor in February 2016, Boice stated that Trustify 

“just closed that large deal with [a major homecare provider] where we’ll be vetting their 17M+ 

care providers,” resulting in in “$100k+ [monthly recurring revenue] just from this deal alone.”   

36. On February 18, 2016, after receiving this information from Boice, that investor 

invested an additional $100,000 in Trustify. 

37. None of these statements were true.  The homecare provider did not contract with 

Trustify or hire Trustify in any capacity.   

38. In or about May 2018, in the Series B Investor Presentation, Boice identified by 

logo professional sports leagues and major television networks as part of Trustify’s “New & 

Noteworthy Clients.”   

39. Boice claimed that one major television network found Trustify “organically” by 

using Trustify’s website, and quoted an alleged representative from the network saying: 

“Trustify has provided us a new capability when it comes to quickly vetting information.”   

40. These representations were false.  The major professional sports leagues and 

television networks that Boice touted as clients in the Series B Investor Presentation were not 

clients of Trustify.  To further exaggerate the growth and reach of the company, Boice repeatedly 

claimed in Investor Presentations and Quarterly Updates that Trustify had thousands of private 

investigators.   

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41. For example, in the Investor Update dated January 2016, Trustify announced it 

had over 4,000 investigators in network when, at its busiest, Trustify had only 600 in-network 

investigators, only a fraction of whom ever performed work for the company. 

C.  Defendants Misrepresented the Intended use of Investor Proceeds and 
Misappropriated Investor Funds. 

42. In subscription agreements (“Subscription Agreements) and terms sheets (“Term 

Sheets”) for the Offerings, Defendants represented to investors that the proceeds from the sales 

of shares and promissory notes would be used for “working capital and general corporate 

purposes” of Trustify. 

43. Similarly, in Investor Presentations, Boice generally stated that half of the funds 

raised from investors from the Offerings would be used to develop and maintain technology, 

while the other half would be used for marketing and revenue growth. 

44. Contrary to these representations, of the more than $18.5 million raised, between 

March 2015 and November 2018, Boice used at least $8 million of investor money for his and 

Mellon’s personal benefit to support their extravagant lifestyle and failed to disclose such use of 

proceeds to investors. 

45. As early as March 2015, Boice began diverting investor funds from Trustify’s 

operating account to a bank account for GoLean, a company Boice alone controlled.   

46. Between March 2015 and December 2015, Boice diverted a total of 

approximately $528,000 to GoLean and used the entirety of those funds for personal expenses, 

including a total of approximately $300,000 for a down payment on his and Mellon’s home in 

Alexandria, Virginia. 

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47. Boice continued to divert investor funds to GoLean for months after Virginia’s 

State Corporation Commission placed GoLean on inactive status for failing to pay its annual 

registration fee.  

48. Mellon wrote checks out of the GoLean account to pay for purely personal 

expenses, including those related to her wedding to Boice, healthcare, private school tuition, and 

payments for their Alexandria home. 

49. In addition to the investor funds diverted to GoLean for their personal use, Boice 

charged more than $4 million of his and Mellon’s personal expenses to credit cards that were 

paid from Trustify’s business account, including $125,000 to hire a private jet to fly their 

children to summer camp, $10,000 on a family vacation to Canyon Ranch & Spa, $134,000 on 

purchases from Amazon.com, and $5,000 worth of jewelry.   

50. Boice also wired approximately $1,025,275 from Trustify’s bank accounts into 

his and Mellon’s personal joint bank account, $50,000 of which was transferred to Mellon’s 

personal bank account in June 2017.   

51. In addition, Boice spent approximately $2.2 million in the form of cash and 

Google/Paypal transactions.   

52. These expenses were totally unrelated to Trustify’s stated business purpose and 

were contrary to the explicit statements in the Investor Presentations, Subscription Agreements 

and Term Sheets concerning the use of investor proceeds.  Boice never informed investors that 

their funds would be used to pay for his personal expenses. 

53. Boice knew that the statements to investors concerning the intended use of 

investor proceeds were false and misleading because Boice himself diverted investor funds away 

from Trustify to use for his and Mellon’s personal benefit.   

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II. DEFENDANTS FRAUDULENTLY INDUCED THEIR LARGEST INVESTOR TO 
INVEST AN ADDITIONAL $1.957 MILLION IN TRUSTIFY 

54. In June 2018, Defendants fraudulently induced an existing venture capital 

investor (the “Venture Capital Fund”) to invest an additional $1.957 million in Trustify’s Series 

B offering. 

55. Boice told the Venture Capital Fund that an established investment bank had 

agreed to be the lead investor for the Series B round.  This was not true. 

56. The Venture Capital Fund, which previously had invested just over $4.7 million 

in the Series A round, agreed with Boice to wire funds for the Series B round if the following 

conditions were met: (1) it received confirmation that the investment bank had wired funds to 

Trustify; (2) the round was substantially funded prior to its investment; (3) its investment would 

be escrowed in a specific bank account; and (4) its investment would be returned if the Series B 

round did not meet its minimum investment target of $15 million. 

57. In June 2018, Boice caused the Venture Capital Fund to receive an email that 

purported to be from the investment bank’s managing partner ostensibly confirming the 

investment bank’s $7.5 million investment and welcoming the Venture Capital Fund to the 

Series B round.  The email was fake.  

58. Based on this email and other misrepresentations, the Venture Capital Fund wired 

$1.957 million to Trustify on June 14, 2018 with the understanding that it would obtain shares of 

Series B Preferred Stock if the round closed or receive its money back.   

59. Contrary to his representations to the Venture Capital Fund, Boice did not place 

the Venture Capital Fund’s money in an escrow account.  Instead, as set forth above, he used the 

funds for his personal expenses. 

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III. DEFENDANTS VIOLATED THE FEDERAL SECURITIES LAWS  

60. At all relevant times, Boice operated and controlled Trustify.   

61. The preferred stock offered and convertible promissory notes sold by Defendants 

(the “Securities”) were securities within the meaning of the Securities Act and the Exchange Act. 

62. Investors provided Defendants an investment of money—at least 90 investors 

gave Defendants at least $18.5 million. 

63. Boice pooled investors’ money into bank accounts and represented that he would 

use those funds to operate Trustify and grow the business.   

64. Investors made their investment with a reasonable expectation of profits to be 

derived solely from Defendants’ supposed ability to generate profits without any participation by 

any of its investors.  

65. Defendants engaged in the conduct described herein, including the offer and sale 

of the Securities, by use of the means or instruments of transportation or communication in 

interstate commerce, the instrumentalities of interstate commerce, and/or by use of the mails.  

66. Defendants solicited investment from investors throughout the United States and 

abroad through the use of the internet and online platforms. 

67. Defendants knowingly made material untrue statements and 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. 

68. A reasonable investor would consider the misrepresented facts and omitted 

information described herein—including, among other things, misrepresentations and omissions 

regarding Trustify’s revenue growth, contracts with significant corporate clients, and the use of 

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investors’ money to pay for Boice’s personal expenses—important in deciding whether or not to 

purchase the Securities. 

69. The untrue statements of material fact and material omissions described herein 

were made in the offer or sale and in connection with the purchase or sale of securities. 

70. In connection with the conduct described herein, Defendants acted knowingly or 

recklessly.  Defendants knew or were reckless in not knowing that they were making material 

misrepresentations and omitting to state material facts necessary to make certain statements not 

misleading under the circumstances. 

71. Defendants obtained money or property by means of untrue statements of material 

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

of the circumstances under which they were made, not misleading.  Investors sent money directly 

to the Defendants, and Boice took the money for his own use and benefit. 

72. Defendants used devices, schemes, and artifices to defraud investors, and engaged 

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

investors.  In addition to the numerous misrepresentations discussed herein, among other things, 

Defendants misled investors and misappropriated investors’ funds for Boice’s and Mellon’s 

personal use and benefit. 

IV.  RELIEF DEFENDANTS BENEFITED FROM THE FRAUD 

73. GoLean benefited from Defendants’ fraudulent scheme.  Defendant Boice 

diverted to GoLean at least $528,000 that came from investors who were told that they were 

investing in Trustify.  GoLean did not provide money, goods, services, or anything else of value 

in exchange for these funds. 

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74. These transfers of funds to GoLean were part of, and in furtherance of, the 

securities laws violations alleged herein.  Therefore, GoLean has been unjustly enriched. 

75. Mellon benefited from Defendants’ fraudulent scheme.  Mellon wrote checks for 

purely personal expenses, including expenses for her wedding to Boice, out of the GoLean 

account, which was funded almost exclusively with funds of Trustify’s investors.   

76. At least $150,000 of Mellon’s personal credit card charges were expensed to 

Trustify and paid with investor funds, including flights to the Caribbean island of Nevis, jewelry 

and clothing, and a family vacation to Cancun, Mexico.   

77. Mellon also received money in excess of her approved salary, including $50,000 

wired into her personal account in June 2017.  Mellon did not provide money, goods, services, or 

anything else of value in exchange for these funds. 

78. The transfer of funds to Mellon, which were in excess of her salary, were part of, 

and in furtherance of, the securities laws violations alleged herein.  Therefore, Mellon has been 

unjustly enriched. 

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

(Against Boice and Trustify) 

79. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1 through 78, above, as if the same were fully set forth herein. 

80. From at least March 2015 through the present, as a result of the conduct alleged 

herein, Defendants Boice and Trustify knowingly or recklessly or, with respect to subparts b and 

c below, negligently, in the offer or sale of securities, directly or indirectly, singly or in concert, 

by the use of the means or instruments of transportation or communication in interstate 

commerce, or the means or instrumentalities of interstate commerce, or the mails, or the facilities 

of a national securities exchange: 

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a. employed devices, schemes or artifices to defraud; 

b. obtained money or property by means of, or made, untrue statements of 

material fact, or omitted to state material facts necessary in order to make the statements made, 

in light of the circumstances under which they were made, not misleading; or 

c. engaged in acts, transactions, practices, or courses of business that 

operated as a fraud or deceit upon offerees, purchasers, and prospective purchasers of securities. 

81. By engaging in the foregoing conduct, Defendants Boice and Trustify violated, 

and unless restrained and enjoined will continue to violate, Section 17(a) of the Securities Act 

[15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

(Against Boice and Trustify) 

82. The Commission realleges and incorporates by reference each and every 

allegation in paragraphs 1 through 78, above, as if the same were fully set forth herein. 

83. From at least March 2015 through the present, as a result of the conduct alleged 

herein, Defendants Boice and Trustify, knowingly or recklessly, in connection with the purchase 

or sale of securities, directly or indirectly, by use of the means or instrumentality of interstate 

commerce or of the mails, or a facility of a national securities exchange: 

a. employed devices, schemes or artifices to defraud; 

b. made untrue statements of material fact, or omitted to state material facts 

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

were made, not misleading; or 

c. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the purchase or sale of any 

security. 

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84. By engaging in the foregoing conduct, Defendants Boice and Trustify violated, 

and unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act 

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

THIRD CLAIM FOR RELIEF 
(Unjust Enrichment) 

(Against Relief Defendant GoLean DC, LLC) 

85. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1 through 78, inclusive, as if they were fully set forth herein. 

86. Between March 2015 and December 2015, Boice diverted approximately 

$540,885 of investor funds to GoLean via direct money transfers from Trustify’s operating 

account and to GoLean’s bank account, which Boice alone controlled.  Boice then used the 

money in GoLean’s account to pay for his personal living expenses.    

87. GoLean obtained investor funds described above as part of, and in furtherance of, 

the securities law violations alleged above. 

88. GoLean has no legitimate claim to these ill-gotten gains, which are proceeds of 

the securities fraud alleged above, and it is not just, equitable, or conscionable for it to retain the 

funds.  

89. Accordingly, GoLean is liable as a relief defendant and should be required to 

disgorge all ill-gotten gains which inured to its benefit under the equitable doctrines of 

disgorgement, unjust enrichment, and/or constructive trust. 

FOURTH CLAIM FOR RELIEF 
(Unjust Enrichment) 

(Against Relief Defendant Jennifer Mellon) 

90. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1 through 78, inclusive, as if they were fully set forth herein. 

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91. Between March 2015 and July 2018, Mellon received at least $200,000 of 

investor funds, in excess of her salary, for payment of personal living expenses and charges to a 

corporate credit card. 

92. Mellon obtained investor funds described above as part of, and in furtherance of, 

the securities law violations alleged above. 

93. Mellon has no legitimate claim to these ill-gotten gains, which are proceeds of the 

securities fraud alleged above, and it is not just, equitable, or conscionable for her to retain the 

funds.  

94. Accordingly, Mellon is liable as a relief defendant and should be required to 

disgorge all ill-gotten gains which inured to her benefit under the equitable doctrines of 

disgorgement, unjust enrichment, and/or constructive trust. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a final 
judgment: 

I. 

Permanently restraining and enjoining Defendants Boice and Trustify from violating 

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 thereunder [17 C.F.R. § 240.10b-5]; 

II. 

 Ordering Defendants Boice and Trustify to disgorge any and all ill-gotten gains, together 

with prejudgment interest, derived from the activities set forth in this Complaint. 

III. 

 Ordering Defendants Boice and Trustify 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. § 

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78u(d)(3)]; 

IV. 

 Ordering Relief Defendant Mellon to disgorge all ill-gotten gains to which she does not 

have a legitimate claim that she received as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon;  

V. 

Ordering Relief Defendant GoLean to disgorge all ill-gotten gains to which it does not 

have a legitimate claim that it received as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon; and 

VI. 

Granting such other and further relief as the Court may deem just and appropriate. 

JURY DEMAND 

 Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, the Commission hereby 

requests that this case be tried to a jury. 

 

Respectfully submitted, 
 
SECURITIES AND EXCHANGE COMMISSION  
  
  

Dated:  July 24, 2020   By: /s/ Nicholas C. Margida    
Nicholas C. Margida  
Virginia Bar No. 73176 
Securities and Exchange Commission 
100 F Street, NE 
Washington DC 20549-5977        
Telephone: (202) 551-8504 
Fax: (202) 772-9292 
Email: [email protected] 

 
  

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mailto:[email protected]


19 
 

Jennifer Chun Barry (Pro hac vice to be filed) 
Karen M. Klotz (Pro hac vice to be filed)  
Securities and Exchange Commission  
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
Telephone: (215) 597-3100 
Email: [email protected] 
 [email protected] 

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