SEC v. JUSTIN MOONGYU LEE; REBECCA TAEWON LEE; THOMAS EDWARD KENT; AMERICAN IMMIGRANT INVESTMENT FUND I, LLC; BIOFUEL VENTURE IV, LLC; BIOFUEL VENTURE V, LLC, et al., No. 2:14-cv-06865, Central District of California (Jan. 1, 2014) — Complaint

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KAREN MATTESON (Cal. Bar No. 102103)

Email: [email protected]

CAROL W. LALLY (Cal. Bar No. 226392)

Email: [email protected]

Attorneys for Plaintiff

Securities and Exchange Commission

Michele Wein Layne, Regional Director

Lorraine Echavarria, Associate Regional Director

John W. Berry, Regional Trial Counsel

5670 Wilshire Boulevard, 11th Floor

Los Angeles, California 90036

Telephone: (323) 965-3998

Facsimile: (323) 965-3908

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
JUSTIN MOONGYU LEE;
REBECCA TAEWON LEE;
THOMAS EDWARD KENT;
AMERICAN IMMIGRANT
INVESTMENT FUND I, LLC;
BIOFUEL VENTURE IV, LLC;
BIOFUEL VENTURE V, LLC;
NEXLAND, INC., dba NEXLAND
INVESTMENT GROUP; and
NEXSUN ETHANOL, LLC,
Defendants.
Case No.  2:14-cv-06865
COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),

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20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).  Defendants have, directly or indirectly, made use of
the means or instrumentalities of interstate commerce, of the mails, or of the facilities
of a national securities exchange in connection with the transactions, acts, practices
and courses of business alleged in this Complaint.
2. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because at all relevant times each of the individual defendants resided in this district,
the entity defendants were headquartered in this district, and certain of the
transactions, acts, practices and courses of conduct constituting violations of the
federal securities laws occurred within this district.
SUMMARY
3. This case involves a scheme perpetrated by two immigration attorneys,
Defendant Justin Moongyu Lee (“J. Lee”) and his law partner Defendant Thomas
Edward Kent (“Kent”), as well as J. Lee’s spouse, Defendant Rebecca Taewon Lee
(“R. Lee”).  J. Lee, Kent and R. Lee defrauded Chinese and Korean investors by
claiming that their monies would be invested in a program that met the requirements
of the United States Government EB-5 visa program, which is administered by the
United States Citizenship and Immigration Service (“USCIS”), and provides
immigrant investors conditional permanent residency status for a two-year period,
followed by permanent residency if the required program conditions are met.
Specifically, the Defendants represented that the offered investment was EB-5
eligible, and money raised would be used to build and operate an ethanol production
plant in Kansas.
4. Under the EB-5 program, an immigrant who invests capital in a
“commercial enterprise” in the United States may petition USCIS and receive
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conditional permanent residency status for a two-year period.  The immigrant must
invest at least $500,000 in a “Targeted Employment Area” (“TEA”) and thereby
create at least ten full-time jobs for United States workers.  If the immigrant satisfies
these and other conditions within the two-year period, the immigrant may then
petition the USCIS for permanent residency.
5. To facilitate investment and job creation within a TEA, the EB-5
program allows entities to apply to USCIS to become approved “regional centers.”
To become a regional center, the entity must demonstrate, with supporting economic
and statistical studies, how it will promote economic growth, including job creation.
In this case, as explained below, J. Lee and Kent applied to USCIS in 2006 on behalf
of Kansas Biofuel Regional Center, LLC, for designation of Kansas Biofuel as a
“regional center.”  Among other representations, J. Lee and Kent claimed to USCIS
that there would be “substantial economic benefit” to the area stemming from
construction and operation of new ethanol plants, including “thousands” of new jobs.
6. From March 2009 to April 2011, the Defendants raised $11,455,000
from twenty-four investors through three offerings, purportedly for Defendant
Nexsun Ethanol, LLC to construct an ethanol plant in Kansas.  Rather than investing
the monies as promised – and as required for the investors to obtain residency – the
Defendants misappropriated at least $7,210,000, or 62.94%, of the total amount
raised.  Among other misuses, the Defendants misappropriated $3,895,000, over one-
third of the investors’ monies, and misused these monies to finance an unrelated
project in the Philippines to extract iron ore from sand; and misappropriated and
misused an additional $2,380,000 of investors’ monies to refund principal to
investors in other offerings.  The EB-5 eligible ethanol production plant in Kansas the
Defendants represented the investors’ funds would be used to build was, in fact,
never built.  J. Lee, Kent and R. Lee carried out this fraud through a number of
entities, which are also named as Defendants.
7. By engaging in this conduct, the Defendants violated the antifraud
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provisions of Sections 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 Rules 10b-5(a) and (c)
thereunder, 17 C.F.R. 240.10b-5(a) & 240.10b-5(c), and J. Lee, Kent and the entity
Defendants additionally violated Exchange Act Rule 10b-5(b), 17 C.F.R. § 240.10b-
5(b), with J. Lee alternatively violating Rule 10b-5 as a control person of each of the
entity Defendants.
THE DEFENDANTS
8. Justin Moongyu Lee (“J. Lee”), a Los Angeles resident, was at all
relevant times an attorney and member of the California State Bar until he was
suspended on July 1, 2014, for failure to pay bar membership fees while disciplinary
charges relating to the fraud alleged in this Complaint were pending against him.  At
all relevant times, he maintained the Law Offices of Lee & Kent with Defendant
Kent, in Los Angeles, California, and also held himself out to USCIS, to Kent and to
investors, as a certified public accountant.  J. Lee founded, and was the chief
executive officer (“CEO”) and/or otherwise headed and controlled each of the entity
Defendants.  In addition to his role as CEO for the entity Defendants, J. Lee was the
president and managing member of Biofuel Venture IV, LLC (“BVIV”) and Biofuel
Venture V, LLC (“BVV”), the president and secretary of American Immigrant
Investment Fund I, LLC (“AIIF”), the president of Nexland, Inc. dba Nexland
Investment Group (“Nexland”), and the chairman of the board of directors and
manager of Nexsun Ethanol, LLC (“Nexsun”).  He was a signatory on all bank
accounts of each of these entities.  In addition, he was the founder, president and
CEO of related entity Kansas Biofuel Regional Center, LLC (“Kansas Biofuel”), and
its sole owner and member.  J. Lee was at all relevant times a control person of each
of the entity Defendants.
9. Rebecca Taewon Lee (“R. Lee”), a Los Angeles resident, is the spouse
of J. Lee.  She was the firm administrator of the Law Offices of Lee & Kent.  The
accounting staff at Lee & Kent reported to R. Lee, who in turn reported to J. Lee.
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Together with J. Lee, R. Lee jointly controlled each of the bank accounts of each of
the entity Defendants, except for AIIF’s bank accounts and one of BVIV’s two
accounts.  R. Lee was also co-president with J. Lee of Nexland, as well as Nexland’s
secretary.  Additionally, R. Lee held herself out to USCIS as Nexsun’s president.
10. Thomas Edward Kent (“Kent”), a resident of Granada Hills,
California, was at all relevant times an attorney admitted to the California State Bar.
He was disbarred effective August 30, 2014 based on his 2012 misappropriation of
client funds in an unrelated matter..  At all relevant times, he was employed at the
Law Offices of Lee & Kent. He was executive vice president and general counsel of
Nexsun, and served on its Board of Directors from about 2008 to 2009.  He also acted
as Nexland’s legal counsel from at least some time in 2010 to August 2011.
11. American Immigrant Investment Fund I, LLC (“AIIF”), is a
California limited liability company formed on November 24, 2009 by J. Lee, which
was at all relevant times headquartered in Los Angeles, California.  In its offering
materials, AIIF claimed to offer an EB-5 eligible investment that used investor
proceeds to build and operate an ethanol production plant.  It also purported to assist
foreign nationals with obtaining immigration benefits through the EB-5 program.  J.
Lee was the CEO, president and secretary of AIIF.
12. Biofuel Venture IV, LLC (“BVIV”), is a California limited liability
company which was at all relevant times headquartered in Los Angeles, California.
In its offering materials, BVIV claimed to offer an EB-5 eligible investment that used
investor proceeds to build and operate an ethanol production plant.  It also purported
to assist foreign nationals with obtaining immigration benefits through the EB-5
program.  J. Lee was the CEO, president and managing member of BVIV.
13. Biofuel Venture V, LLC (“BVV”), is a California limited liability
company which was at all relevant times headquartered in Los Angeles, California.
In its offering materials, BVV claimed to offer an EB-5 eligible investment that used
investor proceeds to build and operate an ethanol production plant.  It also purported
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to assist foreign nationals with obtaining immigration benefits through the EB-5
program.  J. Lee was the CEO, president and managing member of BVV.
14. Nexland, Inc., dba Nexland Investment Group (“Nexland”), is a
California Corporation which was at all relevant times headquartered in Los Angeles,
California.  Nexland is the managing member of AIIF, BVIV and BVV.  J. Lee is the
founder, sole owner and co-president with R. Lee of Nexland.  R. Lee was also
Nexland’s secretary.  Nexland was incorporated by Kent at Lee’s direction, and Kent
acted as Nexland’s legal counsel from 2010 to August 2011.
15. Nexsun Ethanol, LLC (“Nexsun”), is a Kansas limited liability
company which was at all relevant times headquartered in Los Angeles, California.
Nexsun was created to purportedly operate the ethanol plant in Kansas.  At all
relevant times, J. Lee was Nexsun’s CEO, chairman of the board and managing
member.  R. Lee also held herself out as Nexsun’s president.  Kent was executive
vice president and general counsel of Nexsun.  Kent was also on the board of
directors of Nexsun in or about 2008 through 2009.
RELATED ENTITY
16. Kansas Biofuel Regional Center, LLC (“Kansas Biofuel”), is a
Kansas limited liability company that was at all relevant times headquartered in Los
Angeles, California.  J. Lee and Kent prepared the business plan for Kansas Biofuel.
On April 17, 2007, the USCIS approved the application of Kansas Biofuel, which
was also prepared by J. Lee and Kent, to become a regional center under the EB-5
program.  At all relevant times, J. Lee was the president and CEO of Kansas Biofuel;
Kent was its vice president.
THE FRAUDULENT SCHEME
17. Defendants’ fraudulent scheme was implemented as follows.  First, J.
Lee and Kent applied to USCIS in 2006 on behalf of Kansas Biofuel for designation
as a “regional center.” Among other representations, J. Lee and Kent claimed to
USCIS that there would be “substantial economic benefit” to the area stemming from
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construction and operation of new ethanol plants by Nexsun, including “thousands”
of new jobs.
18. Second, after USCIS approved the designation of Kansas Biofuel as a
regional center, J. Lee and Kent created various companies, including entity
Defendants AIIF, BVIV and BVV, through which to raise monies from immigrant
investors.  The Defendants then proceeded to raise millions of dollars from immigrant
investors by representing to them that their monies would be used to construct an
ethanol plant in Kansas, and that this investment qualified the investors to obtain
residency, and ultimately citizenship, in the United States.
19. In fact, however, the ethanol plant was never built, no jobs were created,
and Defendants J. Lee and R. Lee misappropriated and misused most of the $11.5
million raised in the offerings described in this action.  In particular, J. Lee and R.
Lee spent over one-third of the money raised – almost $3.9 million – to finance an
unrelated project in the Philippines to extract iron ore from sand, and another 21% of
the monies raised, $2,380,000, to pay off investors in other offerings.  These misuses
of investor monies were neither permissible under the EB-5 program nor disclosed to
investors.
20. To conceal their fraudulent use of funds and failure to construct the
promised ethanol plant and create the jobs contemplated by the EB-5 program, J. Lee
and R. Lee caused employees to be hired by Nexsun, but paid them for performing
tasks unrelated to construction of the ethanol plant.  As required by USCIS, the
Defendants then submitted a Form I-9 to USCIS identifying each employee hired.
These forms were required to include basic information, such as the employee’s name
and address.  Additionally, the Defendants submitted lists of these Nexsun employees
to USCIS purporting to show the required creation of jobs; J. Lee, R. Lee and Kent
each signed false documents submitted to the USCIS.
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A.	 Defendants J. Lee And Kent Applied For And Obtained Designation Of
Kansas Biofuel As A Regional Center
21. On March 15, 2006, Kansas Biofuel applied to USCIS for designation as
a regional center under the Immigrant Investor Program.  This area had been
designated as a rural TEA by the State of Kansas, which provided a letter to USCIS
verifying the area’s status attached to Kansas Biofuel’s application.  The application
was signed by J. Lee as President and CEO of Kansas Biofuel.  Kent helped J. Lee
prepare the application and write the business plan included with the application;
Kent also wrote the cover letter to USCIS that was signed by J. Lee.
22. Kansas Biofuel’s application represented, among other things, that:
As a result of the investments [by foreign nationals seeking immigration
benefits] facilitated by [Kansas Biofuel], there will be substantial
economic benefit to the local and domestic economies stemming from the
construction and operation of new ethanol plants, including without
limitation, creation of thousands of new jobs and millions of dollars of
household income and increased tax revenues.
The application further identifies five “potential ethanol projects” to be constructed
within the twenty-one county area.  In response to a March 8, 2007, letter request by
USCIS for additional evidence supporting its application, Kansas Biofuel further
represented to USCIS in a  March 21, 2007 letter signed by J. Lee, that “the actual
first new commercial enterprise that will be targeted for investment through the
proposed regional center will be Nexsun . . . ,”  and that Nexsun proposed to build an
integrated bio-refinery in Grant County, Kansas consisting of separate ethanol and
biodiesel production facilities, attaching a copy of Nexsun’s purported business plan.
The letter further represented that future investments in Nexsun would be made
through one or more funding LLCs.
23. On April 17, 2007, USCIS sent to J. Lee, as president and CEO of
Kansas Biofuel, a letter setting forth its approval and designation of Kansas Biofuel
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as a Regional Center.  The approval letter explicitly stated that the approval and
designation was based upon the review and analysis by USCIS of the material
provided in support of Kansas Biofuel’s March 15, 2006, application and the
supplemental information provided by Kansas Biofuel on March 21, 2007.  The
USCIS approval letter confirmed, consistent with the application and supplemental
information provided to USCIS by J. Lee, Kent and Kansas Biofuel, that the purpose
of the Kansas Biofuel Regional Center was:
to attract immigrant investor capital that is to be pooled in limited
liability corporations (LLCs) that will promote economic growth through
investments that focus on the development and operation of fuel grade
ethanol production facilities within twenty-one (21) counties located in
the southwest region of the State of Kansas.
The USCIS approval letter further stated that aliens seeking immigrant visas through
the Immigrant Investor Program “may file individual petitions with USCIS for these
new commercial enterprises” located within the Kansas Biofuel Regional Center area,
and that the minimum capital investment threshold for any individual immigrant
investment “shall not be less than $500,000.”
B.	 The Defendants Defrauded Immigrant Investors Of Millions Of Dollars
1.	 The Defendants Raised $11,455,000, Representing That Investor
Funds Would Be Used To Construct An Ethanol Plant
24. From March 2009 to April 2011, the Defendants raised $11,455,000
from twenty-four investors through three offerings of LLC units of the following
entity Defendants:
a. 	AIIF ($4,740,020 from nine investors from February 2010
through April 2011);
b. 	BVIV ($2,205,000 from six investors from March 2009 through
August 2010); and
c. 	BVV ($4,509,980 from nine investors from April 2010 through
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January 2011).
25. Defendants J. Lee, Kent, and the relevant issuer Defendant (AIIF, BVIV
or BVV) provided offering materials to each investor consisting of: (1) a Confidential
Information Memorandum which, in the case of BVIV and BVV, was signed by J.
Lee on behalf of Nexland, the managing member of each of the issuers; (2) a
Subscription Agreement, or in some cases involving AIIF, an Amended Subscription
Agreement, signed by the investor and J. Lee as President of Nexland, the issuer’s
managing member, and signed by Kent as a “witness” (collectively, “Subscription
Agreements”); (3) an Operating Agreement or Amended Operating Agreement
between Nexland and the relevant issuer (collectively, “Operating Agreements”)
signed by J. Lee on behalf of Nexland as the issuer’s managing member; (4) an
Escrow Agreement signed by J. Lee on behalf of the issuer as its President, and by
the investor and a representative of the bank which was acting as escrow agent; and
(5) the December 19, 2007 business plan of Nexsun or the plan as “updated” June
2010, and the executive summary of the business plan of the relevant issuer signed by
J. Lee on behalf of Nexland, each issuer’s managing member.
26. J. Lee approved all of the offering materials.  In part because most of the
drafters of the documents who were employed by Lee & Kent were not native
English speakers, at J. Lee’s request, Kent reviewed all of the offering materials, and
was thus aware of their content.
27. As set forth below, each of the three investments in units in AIIF, BVIV
and BVV, constituted securities in the form of investment contracts because each
investment involved: (1) an investment of money; (2) in a common enterprise; (3)
with profits to come from the efforts of others.
a. There Was An Investment Of Money
28. As set forth in each issuer Defendant’s Confidential Information
Memorandum and Subscription Agreement, to purchase units of the issuer, the
investor was required to invest $500,000, which was solely to be used to make an
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income-generating investment in Nexsun (for the AIIF offering), or to acquire units
of ownership in Nexsun (for the BVIV and BVV offerings).  In the case of AIIF, the
total amount paid by the investor was $530,000, $500,000 of which constituted the
investment, and the remaining $30,000 of which was a fee for administrative and
operating expenses.  Similarly, in the case of BVV, the total amount paid by the
investor was $505,000, $500,000 of which constituted the investment, and the
remaining $5,000 of which was to be retained by BVV as an “administrative fee.”
b. The Investment Was In A Common Enterprise
29. Each issuer Defendant’s Confidential Information Memorandum
described the issuer as “formed to pool investment monies of foreign nationals
seeking certain immigration benefits through the EB5 investment program . . ., which
grants lawful permanent resident status in the United States to those who make
qualifying investments under the provisions of the relevant immigration law.”
Similarly, each issuer’s Subscription Agreement, including AIIF’s Amended
Subscription Agreement, explicitly stated that the investor was remitting funds to the
issuer “for the specific purpose of obtaining immigration benefits under the EB5
investment program.”  Ultimately, as set forth above, during the period from March
2009 through April 2011, each offering raised several million dollars from several
investors, raising a grand total of almost $11.5 million from 24 investors.
c. Profits Were To Be Derived From The Efforts Of Others
30. Each issuer Defendant’s Confidential Information Memorandum further
provided that upon approval of the investor’s I-526 petition to USCIS for residency,
the issuer would utilize $500,000 of the investor’s money to either, in the case of
AIIF, make a loan/investment to Nexsun, “the proceeds of which will be used to for
the development and construction of an ethanol production facility and ancillary
businesses in Ulysses, Kansas,” or, in the case of BVIV and BVV, “to acquire units
of ownership of a new commercial business enterprise known as [Nexsun] ... [which
was established] in 2006 to develop and operate an integrated bio-fuel refinery” in
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southwest Kansas.  Similarly, Nexland, through its president J. Lee, explicitly
represented in each of the issuer’s Subscription Agreements that “this entire
[investment] amount [$500,000] will be utilized by [the issuer] for the sole and
specific purpose of” in the case of AIIF, “making an income-generating investment in
Nexsun,” and similarly in the case of BVIV and BVV, “acquiring a membership
interest in Nexsun.”  Additionally, according to each issuer’s Confidential
Information Memorandum, the investment was represented as a “qualifying
investment” under immigration law because it was: (1) for a minimum of $500,000;
(2) in a Target Business in the TEA, which was at least projected to meet the
minimum job creation requirements of the Program; and (3) to be subject to an
undertaking from the Target Business (Nexsun) to make the best efforts to hire
individuals who reside in the TEA.
31. Each issuer’s Confidential Information Memorandum and Subscription
Agreement provided that in exchange for their investment, the investors would
receive a return.  In the case of AIIF, investors would receive an annual dividend of
up to 1% of their investment, pro-rated based on the date their investment was
released to Nexsun, and semi-annual payments of interest at an annual rate of 2.5%
per year, with the investment maturing in five years.  In the case of BVIV and BVV,
the Confidential Information Memoranda provided that “profits and losses realized
from [the issuer’s] investments in Nexsun will be allocated and distributed to the
members based on proportionate ownership interest in [the issuer].”
32. Each issuer’s Confidential Information Memorandum further
represented that the Managing Member of the issuer would be Nexland, and that the
day-to-day management of the issuer would be conducted by Nexland.  Indeed, each
issuer’s Confidential Information Memorandum expressly provides that “Under the
provisions of the [issuer’s] Operating Agreement, the members of [the issuer] may
not take part in the daily management,” and further that “daily management
decisions, lending decisions, investment decisions, decisions regarding payment of
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distributions and decisions concerning investor withdrawal are within the sole
discretion of the Managing Member,” Nexland.  Each issuer’s Operating Agreement
with Nexland contained a similar provision that “the right to exercise the powers of
the [issuer] and to manage the business and daily affairs of the [issuer] is vested
entirely in the Managing Member [Nexland].”  The Operating Agreements further
provided that the President of the issuer – in all cases J. Lee – would be the general
manager and chief executive officer of the issuer, and, subject to the control of the
managing member, Nexland – of which J. Lee was also President – would have
general supervision, direction and control of the issuer’s business.
33. After an investor invested, a standard package would be prepared by J.
Lee and Kent and sent to USCIS as part of the investor’s immigrant visa petition.
That package consisted of the offering documents, proof that the investor had paid
and the source of the investor’s funds to invest, and a cover letter from Kent.
34. The investors’ profits were thus to be derived from the efforts of others –
the issuer Defendants through their president, J. Lee, and Defendant managing
member Nexland, also controlled by J. Lee.
2.	 Contrary To The Defendants’ Representations, The Ethanol Plant
Was Not Built
35. As set forth above, the offering materials for each of the issuer
Defendants represented that investors’ monies would be invested in Defendant
Nexsun, which was represented to have been established to develop and operate a
bio-fuel refinery or ethanol production plant in southwest Kansas.  The version of the
Nexsun Business Plan updated in June 2010 explicitly represented that “Major
construction work is ongoing and the plant will be in operation before November
2011.”  Kent also orally represented to investors that their funds would be used to
build the Nexsun plant in Kansas.  Additionally, Kent was present at investor
seminars from 2008 to 2010 in Los Angeles that  were set up by J. Lee and R. Lee, at
which the main part of the presentation was the purported Nexsun ethanol project.  J.
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Lee approved all information that was presented to potential investors at these
seminars.
36. In fact, construction was never completed on the plant.  Construction,
consisting merely of preliminary work such as grading, installation of a rail spur and
construction of a fire lane, ceased in or about mid-2008, well before the Nexsun
business plan was “updated” in June 2010.
37. Kent, who reviewed all of the offering materials and was thus aware that
they represented that the investors’ money would be used to build an ethanol plant,
knew that there was no above-ground structure because there was no funding to build
it, and that construction had stopped.  In particular, Kent knew the status of the
construction of the plant because he was involved in preparing the contracts with the
contractors, and he was on site dozens of times and saw the status of construction at
the site.  Kent knew that when he left Lee & Kent in August 2011, no plant had been
constructed.  He also knew that the sole source of funds for any construction at the
site was investor monies, because no bank financing had ever been obtained.
38. J. Lee knew the status of the construction of the plant because he was
responsible for approving all of the expenses of the contractors.
39. Both the December 19, 2007 and the updated June 10, 2010 Nexsun
Business Plans represented that on October 15, 2007, Nexsun entered into a Plant
Management Agreement with Prairie Horizon Agri-Energy, LLC (“PHAE”).  The
Nexsun Business Plans further represented that pursuant to the agreement, PHAE had
been given a five year contract to provide plant management, risk management and
marketing services to Nexsun, had made a $2.5 million at risk equity investment in
Nexsun and had been given two seats on Nexsun’s Board of Directors.  Nexsun’s
Business Plans also touted the extensive ethanol plant management experience of
PHAE’s CEO and General Manager, and PHAE’s “proven track record for operating
ethanol facilities efficiently and profitably.”
40. In fact, however, before the Nexsun Business Plan was updated in June
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2010, Kent had signed a Mutual Termination of Plant Operation Agreement effective
as of September 12, 2008, on behalf of Nexsun, under which Nexsun gave PHAE
$2,250,000 as a full refund of its management services and investment in the ethanol
project.  The subsequently drafted June 2010 “updated” Nexsun Business Plan
nevertheless represented that PHAE had a substantial role and investment in the
project, and was disseminated to investors as late as April 2011.
41. Kent visited the construction site frequently in 2008 and 2009, when no
construction was taking place.  In particular, Kent and R. Lee attended  meetings on
behalf of Nexsun with the Grant County Economic Development Corporation
(“GCEDC”) which took place in Ulysses, Kansas on or about March 11, 2009.  At the
meetings at which Kent and R. Lee were present, it was discussed that the ethanol
plant was not economically feasible at that point in time.
42. In about 2011, J. Lee ordered the removal of the construction trailer
from the site because he did not want to continue to pay for its rental.
43. J. Lee and Kent nevertheless failed to stop distribution to investors of the
version of the Nexsun business plan updated in June 2010, knowing that the
representation that the construction was “ongoing” and that plant would be in
operation before November 2011 was false because construction had ceased, and
because construction of an ethanol plant was no longer economically feasible.
3.	 The Defendants Provided USCIS Misleading Documentation
Purporting To Show Job Creation By Nexsun
44. For Kansas Biofuel to retain its USCIS EB-5 regional center status, the
Defendants were required to show that Nexsun had created permanent full-time jobs.
If Kansas Biofuel lost its EB-5 regional center status, investors would not be able to
seek permanent resident status in exchange for investing in the Nexsun project.
Because the Nexsun ethanol plant was never constructed, no such permanent full-
time jobs relating to the plant were ever created.
45.	 Nexsun nevertheless recruited employees.  Each new employee recruited
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by Nexsun was provided a USCIS Form I-9, Employment Eligibility Verification.
Either an office assistant working for the Defendants in Kansas or the employee
would complete Sections 1 and 2 of the form, providing the employee name, address,
and other personal information, and listing a type of employee identification (such as
a Driver’s License), and the employee would sign the form.  The office assistant
would then fax the form to Nexsun in Los Angeles for certification by R. Lee as
President of Nexsun.
46. In 2010 and 2011, the Defendants submitted Form I-829 packages to
USCIS petitioning for removal of the conditions on specific investors’ residency in
the United States.  The purportedly verified I-9s, as well as the employee lists, were
included in the Form I-829 packages, and/or as part of responses by Nexsun to
USCIS Requests for Additional Evidence supporting specific I-829 petitions
(“RFE”).  Kent wrote and signed the cover letters for the Form I-829 packages, and
R. Lee participated in preparation of the I-9 forms and other documentation included
in the packages.  Kent reviewed the Form I-829 packages before they were submitted
to the USCIS.
47. In response to Forms I-829 submitted by the Defendants, USCIS stated
in various 2010 and 2011 RFEs that the petitioning investor was required to provide
evidence of direct job creation for the operation of the ethanol plant or documented
proof of the completion of the ethanol plant and the hiring of qualifying employees
within the required two year residency period, among other evidence.
48. Nexsun employee lists, including lists dated as of February 9, 2010 and
as of August 31, 2010, were included in submissions made by the Defendants in
response to USCIS RFEs.  The employee lists submitted to USCIS were misleading
because, among other things, they were submitted well after Kent and R. Lee became
aware that construction of the Nexsun ethanol plant had ceased.  The lists were
further misleading because they listed R. Lee and Kent’s wife as full-time Nexsun
employees without disclosing they lived in California rather than in the Kansas TEA,
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and the February 9 and August 31, 2010 lists described Kent’s wife’s position as
“Accountant,” when she performed at most clerical functions for Nexsun.
49. The responses to the USCIS RFEs also included materially false and
misleading letters signed by Kent and by R. Lee as president of Nexsun.  In his letters
included with 2010 and 2011 RFE submissions, Kent falsely represented that either
twenty-one or twenty-six “full time direct jobs” were created by Nexsun as of the
date of the investor’s I-829 petition, depending upon whether the included Nexsun
employee list was dated as of February 9 or as of August 31, 2010.  In response to
USCIS inquiries concerning the fact that the ethanol plant had not yet been built,
Kent also falsely represented that:
Despite being confronted with challenging economic conditions and
delays beyond its control, the evidence presented demonstrates that
construction of Nexsun’s refinery is substantially underway and moving
towards successful completion. . . .  Petitioner currently expects that
construction will be complete and commercial operations will commence
by the first quarter of 2012. . . .  Nexsun’s hiring process is continuing as
are its capital expenditures.  As such additional direct jobs and literally
hundreds of indirect jobs will be created in the very near future as the
project reaches completion.
Kent made these statements knowing that construction ceased in mid-2008 and had
not resumed, and that no one on the employee list was performing tasks involving the
nonexistent Nexsun ethanol plant.
50. In her letters included with 2010 and 2011 RFE submissions, R. Lee
falsely represented that “economic conditions” had made it difficult for Nexsun to
raise capital, but that Nexsun still intended to construct a 40 million gallon per year
fuel grade ethanol production facility in Grant County, Kansas, and had not
abandoned the project.  Like Kent, R. Lee further falsely represented that
“construction is substantially underway,” and that Nexsun expected that construction
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would be completed and commercial operations would commence by the first quarter
of 2012, when she was aware that these facts were untrue.
51. No one who J. Lee and/or R. Lee caused to receive a Nexsun paycheck
was hired to perform any task related to any ethanol plant, because that plant never
existed.
4.	 The Defendants Misappropriated And Misused Investor Funds
52. J. Lee had ultimate authority over how the investor monies raised for the
Nexsun project were used.  Construction budgets were presented to J. Lee by Kent,
who received them from various vendors.  J. Lee would either approve the budget or
instruct his subordinates to make a counteroffer.  J. Lee had authority to approve
Nexsun’s expenses; R. Lee also approved expenses, after consulting with J. Lee.  J.
Lee was a signatory on all bank accounts of every entity Defendant.
53. R. Lee signed all checks that  were not signed by J. Lee.  R. Lee was a
signatory, together with J. Lee, for the bank accounts of Defendants BVV, Nexland
and Nexsun, and one of BVIV’s two accounts.
54. Kent also had knowledge of Nexsun’s expenditures, as he reviewed
Nexsun’s financial books and records to ensure Nexsun was not being overbilled on
the construction contracts, and those records show that payments to contractors ended
in December 2008.
55. J. Lee and R. Lee misappropriated and misused at least $7,210,000, or
62.94%, of the $11,455,000 raised from investors in the AIIF, BVIV and BVV
offerings.  Specifically:
a. 	J. Lee and R. Lee used $3,895,000, or 34%, of the investor funds
to finance a project in the Philippines to extract iron ore from
sand.
b. 	J. Lee and R. Lee paid $2,380,000, or 20.78%, of the investor
funds to investors in other offerings who demanded their money
back.
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c. 	J. Lee and R. Lee misappropriated and misused at least an
additional $760,000 by sending it to other entities they owned and
controlled for purposes unrelated to the investment in AIIF, BVIV
or BVV.
56. The misuse of funds included J. Lee taking money out of investor
escrow accounts without their knowledge prior to the approval of the investor’s I-526
application for residency when J. Lee was running low on cash and having difficulty
obtaining financing.  J. Lee did so notwithstanding he knew he was acting as a
fiduciary for the investors, other attorneys in his firm advised him that he did not
have the power to make such withdrawals, and the offering documents he drafted,
including the Confidential Information Memoranda, Subscription Agreements and
Escrow Agreements, did not allow J. Lee to make such withdrawals.  Kent was aware
of this misuse of funds by J. Lee, but Kent nevertheless failed to inform investors of
the misuse of their monies, and participated in making the offerings until at least
April 2011.
FIRST CLAIM FOR RELIEF

Fraud in the Offer or Sale of Securities

Violations of Section 17(a) of the Securities Act

(against all Defendants)

57. The SEC realleges and incorporates by reference paragraphs 1 through
56 above.
58. The Defendants, by engaging in the conduct described above, directly or
indirectly, in the offer or sale of securities by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails:
a.	 with scienter, employed devices, schemes, or artifices to defraud;
b.	 obtained money or property by means of untrue statements of a
material fact or by omitting to state a material fact necessary in
order to make the statements made, in light of the circumstances
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under which they were made, not misleading; or
c.	 engaged in transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
59. By engaging in the conduct described above, the Defendants 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

Fraud in Connection with the Purchase or Sale of Securities

Violations of Section 10(b) of the Exchange Act

and Rules 10b-5(a) and 10b-5(c) Thereunder

(against all Defendants as primary violators, and, alternatively,

 against J. Lee as a control person under Section 20(a) of the Exchange Act)

60. The SEC realleges and incorporates by reference paragraphs 1 through
56 above.
61. The Defendants, by engaging in the conduct described above, directly or
indirectly, in connection with the purchase or sale of a security, by the use of means
or instrumentalities of interstate commerce, of the mails, or of the facilities of a
national securities exchange, with scienter:
a. 	employed devices, schemes, or artifices to defraud; or
b. 	engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon other persons.
62. By engaging in the conduct described above, the Defendants violated,
and unless restrained and enjoined will continue to violate, Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and (c) thereunder, 17 C.F.R.
§§ 240.10b-5(a) & 240.10b-5(c).
63. Defendant J. Lee was a control person of Defendants AIIF, BVIV, BVV,
Nexland and Nexsun because he possessed, directly or indirectly, the power to direct
or cause the direction of the management and policies of each of these entities.
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Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a),
Defendant J. Lee is liable to the SEC to same extent as each of the entity Defendants
for those Defendants’ violations of Section 10(b) and Rules 10b-5(a) and (c)
thereunder.
THIRD CLAIM FOR RELIEF

Fraud in Connection with the Purchase or Sale of Securities

Violations of Section 10(b) of the Exchange Act

and Rule 10b-5(b) Thereunder

(against Defendants J. Lee, Kent, AIIF, BVIV, BVV, Nexland and Nexsun as

primary violators, and, alternatively, against J. Lee as a control person under

Section 20(a) of the Exchange Act)

64. The SEC realleges and incorporates by reference paragraphs 1 through
56 above.
65. Defendants J. Lee, Kent, AIIF, BVIV, BVV, Nexland and Nexsun, by
engaging in the conduct described above, directly or indirectly, in connection with the
purchase or sale of a security, by the use of means or instrumentalities of interstate
commerce, of the mails, or of the facilities of a national securities exchange, with
scienter, made untrue statements of a material fact or omitted to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading.
66. By engaging in the conduct described above, Defendants J. Lee, Kent,
AIIF, BVIV, BVV, Nexland and Nexsun 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(b) thereunder, 17 C.F.R. § 240.10b-5(b).
67. Defendant J. Lee was a control person of Defendants AIIF, BVIV, BVV,
Nexland and Nexsun because he possessed, directly or indirectly, the power to direct
or cause the direction of the management and policies of each of these entities.
Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a),
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Defendant J. Lee is liable to the SEC to same extent as each of the entity Defendants
for those Defendants’ violations of Section 10(b) and Rule 10b-5(b) thereunder.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue a judgment, in a form consistent with Fed. R. Civ. P. 65(d), permanently
enjoining Defendants and their officers, agents, servants, employees and attorneys,
and those persons in active concert or participation with any of them, who receive
actual notice of the judgment by personal service or otherwise, 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 Rule10b-5 thereunder, 17 C.F.R. §§ 240.10b-5.
III.
Order Defendants to disgorge all ill-gotten gains from their illegal conduct,
together with prejudgment interest.
IV.
Order Defendants to pay civil penalties under 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).
V.
Retain jurisdiction of 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.
///
///
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VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 3, 2014
/s/ Karen Matteson
Karen Matteson
Attorney for Plaintiff
Securities and Exchange Commission
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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 1 of 23 Page ID #:1 

KAREN MATTESON (Cal. Bar No. 102103) 

Email: [email protected]

CAROL W. LALLY (Cal. Bar No. 226392)

Email: [email protected] 


Attorneys for Plaintiff

Securities and Exchange Commission 

Michele Wein Layne, Regional Director

Lorraine Echavarria, Associate Regional Director

John W. Berry, Regional Trial Counsel

5670 Wilshire Boulevard, 11th Floor

Los Angeles, California 90036

Telephone: (323) 965-3998

Facsimile: (323) 965-3908 


UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

JUSTIN MOONGYU LEE; 
REBECCA TAEWON LEE; 
THOMAS EDWARD KENT; 
AMERICAN IMMIGRANT 
INVESTMENT FUND I, LLC; 
BIOFUEL VENTURE IV, LLC; 
BIOFUEL VENTURE V, LLC; 
NEXLAND, INC., dba NEXLAND 
INVESTMENT GROUP; and 
NEXSUN ETHANOL, LLC, 

Defendants. 

Case No. 2:14-cv-06865 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

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

mailto:[email protected]
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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 2 of 23 Page ID #:2 

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). Defendants have, directly or indirectly, made use of 

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

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

and courses of business alleged in this Complaint. 

2. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), 

because at all relevant times each of the individual defendants resided in this district, 

the entity defendants were headquartered in this district, and certain of the 

transactions, acts, practices and courses of conduct constituting violations of the 

federal securities laws occurred within this district. 

SUMMARY 

3. This case involves a scheme perpetrated by two immigration attorneys, 

Defendant Justin Moongyu Lee (“J. Lee”) and his law partner Defendant Thomas 

Edward Kent (“Kent”), as well as J. Lee’s spouse, Defendant Rebecca Taewon Lee 

(“R. Lee”). J. Lee, Kent and R. Lee defrauded Chinese and Korean investors by 

claiming that their monies would be invested in a program that met the requirements 

of the United States Government EB-5 visa program, which is administered by the 

United States Citizenship and Immigration Service (“USCIS”), and provides 

immigrant investors conditional permanent residency status for a two-year period, 

followed by permanent residency if the required program conditions are met.  

Specifically, the Defendants represented that the offered investment was EB-5 

eligible, and money raised would be used to build and operate an ethanol production 

plant in Kansas. 

4. Under the EB-5 program, an immigrant who invests capital in a 

“commercial enterprise” in the United States may petition USCIS and receive 

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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 3 of 23 Page ID #:3 

conditional permanent residency status for a two-year period.  The immigrant must 

invest at least $500,000 in a “Targeted Employment Area” (“TEA”) and thereby 

create at least ten full-time jobs for United States workers.  If the immigrant satisfies 

these and other conditions within the two-year period, the immigrant may then 

petition the USCIS for permanent residency. 

5. To facilitate investment and job creation within a TEA, the EB-5 

program allows entities to apply to USCIS to become approved “regional centers.”  

To become a regional center, the entity must demonstrate, with supporting economic 

and statistical studies, how it will promote economic growth, including job creation.  

In this case, as explained below, J. Lee and Kent applied to USCIS in 2006 on behalf 

of Kansas Biofuel Regional Center, LLC, for designation of Kansas Biofuel as a 

“regional center.” Among other representations, J. Lee and Kent claimed to USCIS 

that there would be “substantial economic benefit” to the area stemming from 

construction and operation of new ethanol plants, including “thousands” of new jobs. 

6. From March 2009 to April 2011, the Defendants raised $11,455,000 

from twenty-four investors through three offerings, purportedly for Defendant 

Nexsun Ethanol, LLC to construct an ethanol plant in Kansas.  Rather than investing 

the monies as promised – and as required for the investors to obtain residency – the 

Defendants misappropriated at least $7,210,000, or 62.94%, of the total amount 

raised. Among other misuses, the Defendants misappropriated $3,895,000, over one-

third of the investors’ monies, and misused these monies to finance an unrelated 

project in the Philippines to extract iron ore from sand; and misappropriated and 

misused an additional $2,380,000 of investors’ monies to refund principal to 

investors in other offerings. The EB-5 eligible ethanol production plant in Kansas the 

Defendants represented the investors’ funds would be used to build was, in fact, 

never built.  J. Lee, Kent and R. Lee carried out this fraud through a number of 

entities, which are also named as Defendants. 

7. By engaging in this conduct, the Defendants violated the antifraud 

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provisions of Sections 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 Rules 10b-5(a) and (c) 

thereunder, 17 C.F.R. 240.10b-5(a) & 240.10b-5(c), and J. Lee, Kent and the entity 

Defendants additionally violated Exchange Act Rule 10b-5(b), 17 C.F.R. § 240.10b-

5(b), with J. Lee alternatively violating Rule 10b-5 as a control person of each of the 

entity Defendants. 

THE DEFENDANTS 

8. Justin Moongyu Lee (“J. Lee”), a Los Angeles resident, was at all 

relevant times an attorney and member of the California State Bar until he was 

suspended on July 1, 2014, for failure to pay bar membership fees while disciplinary 

charges relating to the fraud alleged in this Complaint were pending against him.  At 

all relevant times, he maintained the Law Offices of Lee & Kent with Defendant 

Kent, in Los Angeles, California, and also held himself out to USCIS, to Kent and to 

investors, as a certified public accountant.  J. Lee founded, and was the chief 

executive officer (“CEO”) and/or otherwise headed and controlled each of the entity 

Defendants. In addition to his role as CEO for the entity Defendants, J. Lee was the 

president and managing member of Biofuel Venture IV, LLC (“BVIV”) and Biofuel 

Venture V, LLC (“BVV”), the president and secretary of American Immigrant 

Investment Fund I, LLC (“AIIF”), the president of Nexland, Inc. dba Nexland 

Investment Group (“Nexland”), and the chairman of the board of directors and 

manager of Nexsun Ethanol, LLC (“Nexsun”).  He was a signatory on all bank 

accounts of each of these entities. In addition, he was the founder, president and 

CEO of related entity Kansas Biofuel Regional Center, LLC (“Kansas Biofuel”), and 

its sole owner and member.  J. Lee was at all relevant times a control person of each 

of the entity Defendants. 

9. Rebecca Taewon Lee (“R. Lee”), a Los Angeles resident, is the spouse 

of J. Lee. She was the firm administrator of the Law Offices of Lee & Kent.  The 

accounting staff at Lee & Kent reported to R. Lee, who in turn reported to J. Lee.  

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Together with J. Lee, R. Lee jointly controlled each of the bank accounts of each of 

the entity Defendants, except for AIIF’s bank accounts and one of BVIV’s two 

accounts. R. Lee was also co-president with J. Lee of Nexland, as well as Nexland’s 

secretary. Additionally, R. Lee held herself out to USCIS as Nexsun’s president.  

10. Thomas Edward Kent (“Kent”), a resident of Granada Hills, 

California, was at all relevant times an attorney admitted to the California State Bar.  

He was disbarred effective August 30, 2014 based on his 2012 misappropriation of 

client funds in an unrelated matter..  At all relevant times, he was employed at the 

Law Offices of Lee & Kent. He was executive vice president and general counsel of 

Nexsun, and served on its Board of Directors from about 2008 to 2009.  He also acted 

as Nexland’s legal counsel from at least some time in 2010 to August 2011. 

11. American Immigrant Investment Fund I, LLC (“AIIF”), is a 

California limited liability company formed on November 24, 2009 by J. Lee, which 

was at all relevant times headquartered in Los Angeles, California.  In its offering 

materials, AIIF claimed to offer an EB-5 eligible investment that used investor 

proceeds to build and operate an ethanol production plant.  It also purported to assist 

foreign nationals with obtaining immigration benefits through the EB-5 program.  J. 

Lee was the CEO, president and secretary of AIIF. 

12. Biofuel Venture IV, LLC (“BVIV”), is a California limited liability 

company which was at all relevant times headquartered in Los Angeles, California. 

In its offering materials, BVIV claimed to offer an EB-5 eligible investment that used 

investor proceeds to build and operate an ethanol production plant.  It also purported 

to assist foreign nationals with obtaining immigration benefits through the EB-5 

program. J. Lee was the CEO, president and managing member of BVIV. 

13. Biofuel Venture V, LLC (“BVV”), is a California limited liability 

company which was at all relevant times headquartered in Los Angeles, California. 

In its offering materials, BVV claimed to offer an EB-5 eligible investment that used 

investor proceeds to build and operate an ethanol production plant.  It also purported 

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to assist foreign nationals with obtaining immigration benefits through the EB-5 

program. J. Lee was the CEO, president and managing member of BVV. 

14. Nexland, Inc., dba Nexland Investment Group (“Nexland”), is a 

California Corporation which was at all relevant times headquartered in Los Angeles, 

California. Nexland is the managing member of AIIF, BVIV and BVV.  J. Lee is the 

founder, sole owner and co-president with R. Lee of Nexland.  R. Lee was also 

Nexland’s secretary.  Nexland was incorporated by Kent at Lee’s direction, and Kent 

acted as Nexland’s legal counsel from 2010 to August 2011.  

15. Nexsun Ethanol, LLC (“Nexsun”), is a Kansas limited liability 

company which was at all relevant times headquartered in Los Angeles, California. 

Nexsun was created to purportedly operate the ethanol plant in Kansas.  At all 

relevant times, J. Lee was Nexsun’s CEO, chairman of the board and managing 

member.  R. Lee also held herself out as Nexsun’s president.  Kent was executive 

vice president and general counsel of Nexsun.  Kent was also on the board of 

directors of Nexsun in or about 2008 through 2009. 

RELATED ENTITY 

16. Kansas Biofuel Regional Center, LLC (“Kansas Biofuel”), is a 

Kansas limited liability company that was at all relevant times headquartered in Los 

Angeles, California. J. Lee and Kent prepared the business plan for Kansas Biofuel.  

On April 17, 2007, the USCIS approved the application of Kansas Biofuel, which 

was also prepared by J. Lee and Kent, to become a regional center under the EB-5 

program. At all relevant times, J. Lee was the president and CEO of Kansas Biofuel; 

Kent was its vice president. 

THE FRAUDULENT SCHEME 

17. Defendants’ fraudulent scheme was implemented as follows.  First, J. 

Lee and Kent applied to USCIS in 2006 on behalf of Kansas Biofuel for designation 

as a “regional center.” Among other representations, J. Lee and Kent claimed to 

USCIS that there would be “substantial economic benefit” to the area stemming from 

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construction and operation of new ethanol plants by Nexsun, including “thousands” 

of new jobs. 

18. Second, after USCIS approved the designation of Kansas Biofuel as a 

regional center, J. Lee and Kent created various companies, including entity 

Defendants AIIF, BVIV and BVV, through which to raise monies from immigrant 

investors. The Defendants then proceeded to raise millions of dollars from immigrant 

investors by representing to them that their monies would be used to construct an 

ethanol plant in Kansas, and that this investment qualified the investors to obtain 

residency, and ultimately citizenship, in the United States.  

19. In fact, however, the ethanol plant was never built, no jobs were created, 

and Defendants J. Lee and R. Lee misappropriated and misused most of the $11.5 

million raised in the offerings described in this action.  In particular, J. Lee and R. 

Lee spent over one-third of the money raised – almost $3.9 million – to finance an 

unrelated project in the Philippines to extract iron ore from sand, and another 21% of 

the monies raised, $2,380,000, to pay off investors in other offerings.  These misuses 

of investor monies were neither permissible under the EB-5 program nor disclosed to 

investors. 

20. To conceal their fraudulent use of funds and failure to construct the 

promised ethanol plant and create the jobs contemplated by the EB-5 program, J. Lee 

and R. Lee caused employees to be hired by Nexsun, but paid them for performing 

tasks unrelated to construction of the ethanol plant.  As required by USCIS, the 

Defendants then submitted a Form I-9 to USCIS identifying each employee hired.  

These forms were required to include basic information, such as the employee’s name 

and address. Additionally, the Defendants submitted lists of these Nexsun employees 

to USCIS purporting to show the required creation of jobs; J. Lee, R. Lee and Kent 

each signed false documents submitted to the USCIS. 

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A.	 Defendants J. Lee And Kent Applied For And Obtained Designation Of 

Kansas Biofuel As A Regional Center 

21. On March 15, 2006, Kansas Biofuel applied to USCIS for designation as 

a regional center under the Immigrant Investor Program.  This area had been 

designated as a rural TEA by the State of Kansas, which provided a letter to USCIS 

verifying the area’s status attached to Kansas Biofuel’s application.  The application 

was signed by J. Lee as President and CEO of Kansas Biofuel.  Kent helped J. Lee 

prepare the application and write the business plan included with the application; 

Kent also wrote the cover letter to USCIS that was signed by J. Lee. 

22. Kansas Biofuel’s application represented, among other things, that: 

As a result of the investments [by foreign nationals seeking immigration 

benefits] facilitated by [Kansas Biofuel], there will be substantial 

economic benefit to the local and domestic economies stemming from the 

construction and operation of new ethanol plants, including without 

limitation, creation of thousands of new jobs and millions of dollars of 

household income and increased tax revenues. 

The application further identifies five “potential ethanol projects” to be constructed 

within the twenty-one county area. In response to a March 8, 2007, letter request by 

USCIS for additional evidence supporting its application, Kansas Biofuel further 

represented to USCIS in a March 21, 2007 letter signed by J. Lee, that “the actual 

first new commercial enterprise that will be targeted for investment through the 

proposed regional center will be Nexsun . . . ,”  and that Nexsun proposed to build an 

integrated bio-refinery in Grant County, Kansas consisting of separate ethanol and 

biodiesel production facilities, attaching a copy of Nexsun’s purported business plan.  

The letter further represented that future investments in Nexsun would be made 

through one or more funding LLCs. 

23. On April 17, 2007, USCIS sent to J. Lee, as president and CEO of 

Kansas Biofuel, a letter setting forth its approval and designation of Kansas Biofuel 

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as a Regional Center. The approval letter explicitly stated that the approval and 

designation was based upon the review and analysis by USCIS of the material 

provided in support of Kansas Biofuel’s March 15, 2006, application and the 

supplemental information provided by Kansas Biofuel on March 21, 2007.  The 

USCIS approval letter confirmed, consistent with the application and supplemental 

information provided to USCIS by J. Lee, Kent and Kansas Biofuel, that the purpose 

of the Kansas Biofuel Regional Center was: 

to attract immigrant investor capital that is to be pooled in limited 

liability corporations (LLCs) that will promote economic growth through 

investments that focus on the development and operation of fuel grade 

ethanol production facilities within twenty-one (21) counties located in 

the southwest region of the State of Kansas. 

The USCIS approval letter further stated that aliens seeking immigrant visas through 

the Immigrant Investor Program “may file individual petitions with USCIS for these 

new commercial enterprises” located within the Kansas Biofuel Regional Center area, 

and that the minimum capital investment threshold for any individual immigrant 

investment “shall not be less than $500,000.” 

B.	 The Defendants Defrauded Immigrant Investors Of Millions Of Dollars 

1.	 The Defendants Raised $11,455,000, Representing That Investor 

Funds Would Be Used To Construct An Ethanol Plant 

24. From March 2009 to April 2011, the Defendants raised $11,455,000 

from twenty-four investors through three offerings of LLC units of the following 

entity Defendants: 

a. 	 AIIF ($4,740,020 from nine investors from February 2010 

through April 2011); 

b. 	 BVIV ($2,205,000 from six investors from March 2009 through 

August 2010); and 

c. 	 BVV ($4,509,980 from nine investors from April 2010 through 

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January 2011). 

25. Defendants J. Lee, Kent, and the relevant issuer Defendant (AIIF, BVIV 

or BVV) provided offering materials to each investor consisting of: (1) a Confidential 

Information Memorandum which, in the case of BVIV and BVV, was signed by J. 

Lee on behalf of Nexland, the managing member of each of the issuers; (2) a 

Subscription Agreement, or in some cases involving AIIF, an Amended Subscription 

Agreement, signed by the investor and J. Lee as President of Nexland, the issuer’s 

managing member, and signed by Kent as a “witness” (collectively, “Subscription 

Agreements”); (3) an Operating Agreement or Amended Operating Agreement 

between Nexland and the relevant issuer (collectively, “Operating Agreements”) 

signed by J. Lee on behalf of Nexland as the issuer’s managing member; (4) an 

Escrow Agreement signed by J. Lee on behalf of the issuer as its President, and by 

the investor and a representative of the bank which was acting as escrow agent; and 

(5) the December 19, 2007 business plan of Nexsun or the plan as “updated” June 

2010, and the executive summary of the business plan of the relevant issuer signed by 

J. Lee on behalf of Nexland, each issuer’s managing member. 

26. J. Lee approved all of the offering materials.  In part because most of the 

drafters of the documents who were employed by Lee & Kent were not native 

English speakers, at J. Lee’s request, Kent reviewed all of the offering materials, and 

was thus aware of their content. 

27. As set forth below, each of the three investments in units in AIIF, BVIV 

and BVV, constituted securities in the form of investment contracts because each 

investment involved: (1) an investment of money; (2) in a common enterprise; (3) 

with profits to come from the efforts of others.  

a. There Was An Investment Of Money 

28. As set forth in each issuer Defendant’s Confidential Information 

Memorandum and Subscription Agreement, to purchase units of the issuer, the 

investor was required to invest $500,000, which was solely to be used to make an 

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income-generating investment in Nexsun (for the AIIF offering), or to acquire units 

of ownership in Nexsun (for the BVIV and BVV offerings).  In the case of AIIF, the 

total amount paid by the investor was $530,000, $500,000 of which constituted the 

investment, and the remaining $30,000 of which was a fee for administrative and 

operating expenses.  Similarly, in the case of BVV, the total amount paid by the 

investor was $505,000, $500,000 of which constituted the investment, and the 

remaining $5,000 of which was to be retained by BVV as an “administrative fee.” 

b. The Investment Was In A Common Enterprise 

29. Each issuer Defendant’s Confidential Information Memorandum 

described the issuer as “formed to pool investment monies of foreign nationals 

seeking certain immigration benefits through the EB5 investment program . . ., which 

grants lawful permanent resident status in the United States to those who make 

qualifying investments under the provisions of the relevant immigration law.”  

Similarly, each issuer’s Subscription Agreement, including AIIF’s Amended 

Subscription Agreement, explicitly stated that the investor was remitting funds to the 

issuer “for the specific purpose of obtaining immigration benefits under the EB5 

investment program.”  Ultimately, as set forth above, during the period from March 

2009 through April 2011, each offering raised several million dollars from several 

investors, raising a grand total of almost $11.5 million from 24 investors. 

c. Profits Were To Be Derived From The Efforts Of Others 

30. Each issuer Defendant’s Confidential Information Memorandum further 

provided that upon approval of the investor’s I-526 petition to USCIS for residency, 

the issuer would utilize $500,000 of the investor’s money to either, in the case of 

AIIF, make a loan/investment to Nexsun, “the proceeds of which will be used to for 

the development and construction of an ethanol production facility and ancillary 

businesses in Ulysses, Kansas,” or, in the case of BVIV and BVV, “to acquire units 

of ownership of a new commercial business enterprise known as [Nexsun] … [which 

was established] in 2006 to develop and operate an integrated bio-fuel refinery” in 

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southwest Kansas. Similarly, Nexland, through its president J. Lee, explicitly 

represented in each of the issuer’s Subscription Agreements that “this entire 

[investment] amount [$500,000] will be utilized by [the issuer] for the sole and 

specific purpose of” in the case of AIIF, “making an income-generating investment in 

Nexsun,” and similarly in the case of BVIV and BVV, “acquiring a membership 

interest in Nexsun.” Additionally, according to each issuer’s Confidential 

Information Memorandum, the investment was represented as a “qualifying 

investment” under immigration law because it was: (1) for a minimum of $500,000; 

(2) in a Target Business in the TEA, which was at least projected to meet the 

minimum job creation requirements of the Program; and (3) to be subject to an 

undertaking from the Target Business (Nexsun) to make the best efforts to hire 

individuals who reside in the TEA. 

31. Each issuer’s Confidential Information Memorandum and Subscription 

Agreement provided that in exchange for their investment, the investors would 

receive a return. In the case of AIIF, investors would receive an annual dividend of 

up to 1% of their investment, pro-rated based on the date their investment was 

released to Nexsun, and semi-annual payments of interest at an annual rate of 2.5% 

per year, with the investment maturing in five years.  In the case of BVIV and BVV, 

the Confidential Information Memoranda provided that “profits and losses realized 

from [the issuer’s] investments in Nexsun will be allocated and distributed to the 

members based on proportionate ownership interest in [the issuer].” 

32. Each issuer’s Confidential Information Memorandum further 

represented that the Managing Member of the issuer would be Nexland, and that the 

day-to-day management of the issuer would be conducted by Nexland.  Indeed, each 

issuer’s Confidential Information Memorandum expressly provides that “Under the 

provisions of the [issuer’s] Operating Agreement, the members of [the issuer] may 

not take part in the daily management,” and further that “daily management 

decisions, lending decisions, investment decisions, decisions regarding payment of 

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distributions and decisions concerning investor withdrawal are within the sole 

discretion of the Managing Member,” Nexland.  Each issuer’s Operating Agreement 

with Nexland contained a similar provision that “the right to exercise the powers of 

the [issuer] and to manage the business and daily affairs of the [issuer] is vested 

entirely in the Managing Member [Nexland].”  The Operating Agreements further 

provided that the President of the issuer – in all cases J. Lee – would be the general 

manager and chief executive officer of the issuer, and, subject to the control of the 

managing member, Nexland – of which J. Lee was also President – would have 

general supervision, direction and control of the issuer’s business. 

33. After an investor invested, a standard package would be prepared by J. 

Lee and Kent and sent to USCIS as part of the investor’s immigrant visa petition.  

That package consisted of the offering documents, proof that the investor had paid 

and the source of the investor’s funds to invest, and a cover letter from Kent. 

34. The investors’ profits were thus to be derived from the efforts of others – 

the issuer Defendants through their president, J. Lee, and Defendant managing 

member Nexland, also controlled by J. Lee.  

2.	 Contrary To The Defendants’ Representations, The Ethanol Plant 

Was Not Built 

35. As set forth above, the offering materials for each of the issuer 

Defendants represented that investors’ monies would be invested in Defendant 

Nexsun, which was represented to have been established to develop and operate a 

bio-fuel refinery or ethanol production plant in southwest Kansas.  The version of the 

Nexsun Business Plan updated in June 2010 explicitly represented that “Major 

construction work is ongoing and the plant will be in operation before November 

2011.” Kent also orally represented to investors that their funds would be used to 

build the Nexsun plant in Kansas.  Additionally, Kent was present at investor 

seminars from 2008 to 2010 in Los Angeles that  were set up by J. Lee and R. Lee, at 

which the main part of the presentation was the purported Nexsun ethanol project.  J. 

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Lee approved all information that was presented to potential investors at these 

seminars.  

36. In fact, construction was never completed on the plant.  Construction, 

consisting merely of preliminary work such as grading, installation of a rail spur and 

construction of a fire lane, ceased in or about mid-2008, well before the Nexsun 

business plan was “updated” in June 2010. 

37. Kent, who reviewed all of the offering materials and was thus aware that 

they represented that the investors’ money would be used to build an ethanol plant, 

knew that there was no above-ground structure because there was no funding to build 

it, and that construction had stopped.  In particular, Kent knew the status of the 

construction of the plant because he was involved in preparing the contracts with the 

contractors, and he was on site dozens of times and saw the status of construction at 

the site. Kent knew that when he left Lee & Kent in August 2011, no plant had been 

constructed. He also knew that the sole source of funds for any construction at the 

site was investor monies, because no bank financing had ever been obtained. 

38. J. Lee knew the status of the construction of the plant because he was 

responsible for approving all of the expenses of the contractors. 

39. Both the December 19, 2007 and the updated June 10, 2010 Nexsun 

Business Plans represented that on October 15, 2007, Nexsun entered into a Plant 

Management Agreement with Prairie Horizon Agri-Energy, LLC (“PHAE”).  The 

Nexsun Business Plans further represented that pursuant to the agreement, PHAE had 

been given a five year contract to provide plant management, risk management and 

marketing services to Nexsun, had made a $2.5 million at risk equity investment in 

Nexsun and had been given two seats on Nexsun’s Board of Directors.  Nexsun’s 

Business Plans also touted the extensive ethanol plant management experience of 

PHAE’s CEO and General Manager, and PHAE’s “proven track record for operating 

ethanol facilities efficiently and profitably.” 

40. In fact, however, before the Nexsun Business Plan was updated in June 

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2010, Kent had signed a Mutual Termination of Plant Operation Agreement effective 

as of September 12, 2008, on behalf of Nexsun, under which Nexsun gave PHAE 

$2,250,000 as a full refund of its management services and investment in the ethanol 

project. The subsequently drafted June 2010 “updated” Nexsun Business Plan 

nevertheless represented that PHAE had a substantial role and investment in the 

project, and was disseminated to investors as late as April 2011.   

41. Kent visited the construction site frequently in 2008 and 2009, when no 

construction was taking place.  In particular, Kent and R. Lee attended  meetings on 

behalf of Nexsun with the Grant County Economic Development Corporation 

(“GCEDC”) which took place in Ulysses, Kansas on or about March 11, 2009.  At the 

meetings at which Kent and R. Lee were present, it was discussed that the ethanol 

plant was not economically feasible at that point in time. 

42. In about 2011, J. Lee ordered the removal of the construction trailer 

from the site because he did not want to continue to pay for its rental.   

43. J. Lee and Kent nevertheless failed to stop distribution to investors of the 

version of the Nexsun business plan updated in June 2010, knowing that the 

representation that the construction was “ongoing” and that plant would be in 

operation before November 2011 was false because construction had ceased, and 

because construction of an ethanol plant was no longer economically feasible. 

3.	 The Defendants Provided USCIS Misleading Documentation 

Purporting To Show Job Creation By Nexsun 

44. For Kansas Biofuel to retain its USCIS EB-5 regional center status, the 

Defendants were required to show that Nexsun had created permanent full-time jobs.  

If Kansas Biofuel lost its EB-5 regional center status, investors would not be able to 

seek permanent resident status in exchange for investing in the Nexsun project.  

Because the Nexsun ethanol plant was never constructed, no such permanent full-

time jobs relating to the plant were ever created.   

45.	 Nexsun nevertheless recruited employees.  Each new employee recruited 

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by Nexsun was provided a USCIS Form I-9, Employment Eligibility Verification.  

Either an office assistant working for the Defendants in Kansas or the employee 

would complete Sections 1 and 2 of the form, providing the employee name, address, 

and other personal information, and listing a type of employee identification (such as 

a Driver’s License), and the employee would sign the form.  The office assistant 

would then fax the form to Nexsun in Los Angeles for certification by R. Lee as 

President of Nexsun. 

46. In 2010 and 2011, the Defendants submitted Form I-829 packages to 

USCIS petitioning for removal of the conditions on specific investors’ residency in 

the United States. The purportedly verified I-9s, as well as the employee lists, were 

included in the Form I-829 packages, and/or as part of responses by Nexsun to 

USCIS Requests for Additional Evidence supporting specific I-829 petitions 

(“RFE”). Kent wrote and signed the cover letters for the Form I-829 packages, and 

R. Lee participated in preparation of the I-9 forms and other documentation included 

in the packages. Kent reviewed the Form I-829 packages before they were submitted 

to the USCIS. 

47. In response to Forms I-829 submitted by the Defendants, USCIS stated 

in various 2010 and 2011 RFEs that the petitioning investor was required to provide 

evidence of direct job creation for the operation of the ethanol plant or documented 

proof of the completion of the ethanol plant and the hiring of qualifying employees 

within the required two year residency period, among other evidence. 

48. Nexsun employee lists, including lists dated as of February 9, 2010 and 

as of August 31, 2010, were included in submissions made by the Defendants in 

response to USCIS RFEs. The employee lists submitted to USCIS were misleading 

because, among other things, they were submitted well after Kent and R. Lee became 

aware that construction of the Nexsun ethanol plant had ceased.  The lists were 

further misleading because they listed R. Lee and Kent’s wife as full-time Nexsun 

employees without disclosing they lived in California rather than in the Kansas TEA, 

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and the February 9 and August 31, 2010 lists described Kent’s wife’s position as 

“Accountant,” when she performed at most clerical functions for Nexsun. 

49. The responses to the USCIS RFEs also included materially false and 

misleading letters signed by Kent and by R. Lee as president of Nexsun.  In his letters 

included with 2010 and 2011 RFE submissions, Kent falsely represented that either 

twenty-one or twenty-six “full time direct jobs” were created by Nexsun as of the 

date of the investor’s I-829 petition, depending upon whether the included Nexsun 

employee list was dated as of February 9 or as of August 31, 2010.  In response to 

USCIS inquiries concerning the fact that the ethanol plant had not yet been built, 

Kent also falsely represented that: 

Despite being confronted with challenging economic conditions and 

delays beyond its control, the evidence presented demonstrates that 

construction of Nexsun’s refinery is substantially underway and moving 

towards successful completion. . . .  Petitioner currently expects that 

construction will be complete and commercial operations will commence 

by the first quarter of 2012. . . .  Nexsun’s hiring process is continuing as 

are its capital expenditures. As such additional direct jobs and literally 

hundreds of indirect jobs will be created in the very near future as the 

project reaches completion. 

Kent made these statements knowing that construction ceased in mid-2008 and had 

not resumed, and that no one on the employee list was performing tasks involving the 

nonexistent Nexsun ethanol plant. 

50. In her letters included with 2010 and 2011 RFE submissions, R. Lee 

falsely represented that “economic conditions” had made it difficult for Nexsun to 

raise capital, but that Nexsun still intended to construct a 40 million gallon per year 

fuel grade ethanol production facility in Grant County, Kansas, and had not 

abandoned the project. Like Kent, R. Lee further falsely represented that 

“construction is substantially underway,” and that Nexsun expected that construction 

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would be completed and commercial operations would commence by the first quarter 

of 2012, when she was aware that these facts were untrue. 

51. No one who J. Lee and/or R. Lee caused to receive a Nexsun paycheck 

was hired to perform any task related to any ethanol plant, because that plant never 

existed. 

4.	 The Defendants Misappropriated And Misused Investor Funds 

52. J. Lee had ultimate authority over how the investor monies raised for the 

Nexsun project were used. Construction budgets were presented to J. Lee by Kent, 

who received them from various vendors.  J. Lee would either approve the budget or 

instruct his subordinates to make a counteroffer.  J. Lee had authority to approve 

Nexsun’s expenses; R. Lee also approved expenses, after consulting with J. Lee.  J. 

Lee was a signatory on all bank accounts of every entity Defendant. 

53. R. Lee signed all checks that  were not signed by J. Lee.  R. Lee was a 

signatory, together with J. Lee, for the bank accounts of Defendants BVV, Nexland 

and Nexsun, and one of BVIV’s two accounts. 

54. Kent also had knowledge of Nexsun’s expenditures, as he reviewed 

Nexsun’s financial books and records to ensure Nexsun was not being overbilled on 

the construction contracts, and those records show that payments to contractors ended 

in December 2008.  

55. J. Lee and R. Lee misappropriated and misused at least $7,210,000, or 

62.94%, of the $11,455,000 raised from investors in the AIIF, BVIV and BVV 

offerings. Specifically: 

a. 	 J. Lee and R. Lee used $3,895,000, or 34%, of the investor funds 

to finance a project in the Philippines to extract iron ore from 

sand. 

b. 	 J. Lee and R. Lee paid $2,380,000, or 20.78%, of the investor 

funds to investors in other offerings who demanded their money 

back. 

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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 19 of 23 Page ID #:19 

c. 	 J. Lee and R. Lee misappropriated and misused at least an 

additional $760,000 by sending it to other entities they owned and 

controlled for purposes unrelated to the investment in AIIF, BVIV 

or BVV. 

56. The misuse of funds included J. Lee taking money out of investor 

escrow accounts without their knowledge prior to the approval of the investor’s I-526 

application for residency when J. Lee was running low on cash and having difficulty 

obtaining financing. J. Lee did so notwithstanding he knew he was acting as a 

fiduciary for the investors, other attorneys in his firm advised him that he did not 

have the power to make such withdrawals, and the offering documents he drafted, 

including the Confidential Information Memoranda, Subscription Agreements and 

Escrow Agreements, did not allow J. Lee to make such withdrawals.  Kent was aware 

of this misuse of funds by J. Lee, but Kent nevertheless failed to inform investors of 

the misuse of their monies, and participated in making the offerings until at least 

April 2011. 

FIRST CLAIM FOR RELIEF 


Fraud in the Offer or Sale of Securities 


Violations of Section 17(a) of the Securities Act 


(against all Defendants) 


57. The SEC realleges and incorporates by reference paragraphs 1 through 

56 above. 

58. The Defendants, by engaging in the conduct described above, directly or 

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

transportation or communication in interstate commerce or by use of the mails: 

a.	 with scienter, employed devices, schemes, or artifices to defraud;  

b.	 obtained money or property by means of untrue statements of a 

material fact or by omitting to state a material fact necessary in 

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

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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 20 of 23 Page ID #:20 

under which they were made, not misleading; or 

c.	 engaged in transactions, practices, or courses of business which 

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

59. By engaging in the conduct described above, the Defendants 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 


Fraud in Connection with the Purchase or Sale of Securities 


Violations of Section 10(b) of the Exchange Act 


and Rules 10b-5(a) and 10b-5(c) Thereunder 


(against all Defendants as primary violators, and, alternatively, 


 against J. Lee as a control person under Section 20(a) of the Exchange Act) 


60. The SEC realleges and incorporates by reference paragraphs 1 through 

56 above. 

61. The Defendants, by engaging in the conduct described above, directly or 

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

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

national securities exchange, with scienter: 

a. 	 employed devices, schemes, or artifices to defraud; or 

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

would operate as a fraud or deceit upon other persons. 

62. By engaging in the conduct described above, the Defendants violated, 

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

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

§§ 240.10b-5(a) & 240.10b-5(c). 

63. Defendant J. Lee was a control person of Defendants AIIF, BVIV, BVV, 

Nexland and Nexsun because he possessed, directly or indirectly, the power to direct 

or cause the direction of the management and policies of each of these entities.  

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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 21 of 23 Page ID #:21 

Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), 

Defendant J. Lee is liable to the SEC to same extent as each of the entity Defendants 

for those Defendants’ violations of Section 10(b) and Rules 10b-5(a) and (c) 

thereunder. 

THIRD CLAIM FOR RELIEF 


Fraud in Connection with the Purchase or Sale of Securities 


Violations of Section 10(b) of the Exchange Act 


and Rule 10b-5(b) Thereunder 


(against Defendants J. Lee, Kent, AIIF, BVIV, BVV, Nexland and Nexsun as 


primary violators, and, alternatively, against J. Lee as a control person under 


Section 20(a) of the Exchange Act) 


64. The SEC realleges and incorporates by reference paragraphs 1 through 

56 above. 

65. Defendants J. Lee, Kent, AIIF, BVIV, BVV, Nexland and Nexsun, by 

engaging in the conduct described above, directly or indirectly, in connection with the 

purchase or sale of a security, by the use of means or instrumentalities of interstate 

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

scienter, made untrue statements of a material fact or omitted to state a material fact 

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

under which they were made, not misleading. 

66. By engaging in the conduct described above, Defendants J. Lee, Kent, 

AIIF, BVIV, BVV, Nexland and Nexsun 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(b) thereunder, 17 C.F.R. § 240.10b-5(b). 

67. Defendant J. Lee was a control person of Defendants AIIF, BVIV, BVV, 

Nexland and Nexsun because he possessed, directly or indirectly, the power to direct 

or cause the direction of the management and policies of each of these entities.  

Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), 

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    Case 2:14-cv-06865 Document 1 Filed 09/03/14 Page 22 of 23 Page ID #:22 

Defendant J. Lee is liable to the SEC to same extent as each of the entity Defendants 

for those Defendants’ violations of Section 10(b) and Rule 10b-5(b) thereunder. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue a judgment, in a form consistent with Fed. R. Civ. P. 65(d), permanently 

enjoining Defendants and their officers, agents, servants, employees and attorneys, 

and those persons in active concert or participation with any of them, who receive 

actual notice of the judgment by personal service or otherwise, 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 Rule10b-5 thereunder, 17 C.F.R. §§ 240.10b-5. 

III. 

Order Defendants to disgorge all ill-gotten gains from their illegal conduct, 

together with prejudgment interest. 

IV. 

Order Defendants to pay civil penalties under 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). 

V. 

Retain jurisdiction of 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. 

/// 

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VI. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated: September 3, 2014 

/s/ Karen Matteson 
Karen Matteson 
Attorney for Plaintiff 
Securities and Exchange Commission 

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