SEC v. Shlomo Nir; and Tzachi Rahamim, No. 2:22-cv-04438, Central District of California (June 29, 2022) — Complaint

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MANUEL VAZQUEZ (Cal. Bar No. 295576)
Email:  [email protected]
GARY Y. LEUNG (Cal. Bar No. 302928)
Email: [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Alka N. Patel, Associate Regional Director
Gary Y. Leung, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SOUTHERN DIVISION
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
SHLOMO NIR AND TZACHI
RAHAMIM,

Defendants.

 Case No.

COMPLAINT

Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
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).
2. Defendants Shlomo Nir (“Nir”) and Tzachi Rahamim (“Rahamim”)
have, directly or indirectly, made use of the means or instrumentalities of interstate

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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.
3. 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 certain of the transactions, acts, practices, and courses of conduct
constituting violations of the federal securities laws occurred within this district.
SUMMARY
4. This matter involves an offering fraud orchestrated by Shlomo Nir and
Tzachi Rahamim, who carried out their fraud by assuming the identity of Individual
A, a nationally recognized and prominent financial educator among the Latinx and
Spanish-speaking communities.
5. Specifically, unbeknownst to Individual A, between 2019 and 2021, Nir
and Rahamim misappropriated Individual A’s website to sell fixed indexed annuities.
As part of their fraud, they altered the website to falsely represent that Individual A
was affiliated with and oversaw sales representatives selling fixed indexed annuities.

6. The altered website encouraged investors to liquidate their retirement
accounts, which included   securities, and rollover the funds to purchase the fixed
indexed annuities purportedly sold by Individual A.
7. By March 2021, when Individual A successfully obtained a preliminary
injunction against Nir and Rahamim in a private suit, their company had received
almost $1.9 million in insurance broker commissions, of which approximately 52.5%
was from 320 investors who had sold securities to buy the fixed indexed annuities.
8. During the relevant period, Nir and Rahamim each received $240,000 in
salary from their now-defunct company of which 52.5%, or $126,000, was derived
from investors who sold securities to buy the fixed indexed annuities.
9. By their conduct, Defendants violated Section 17(a)(1) of the Securities
Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

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10. The SEC seeks permanent injunctions against future violations of
Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule
10b-5 thereunder; disgorgement with prejudgment interest; and civil penalties against
all Defendants.
THE DEFENDANTS
11. Shlomo Nir, age 30, is a resident and citizen of Israel.  Nir was
Individual A’s web developer.
12. Tzachi Rahamim, age 44, is a resident and citizen of Israel.  Rahamim
was also Individual A’s web developer.
THE ALLEGATIONS
A. Background of Individual A
13. Individual A is a nationally recognized and prominent financial educator
among the Latinx and Spanish-speaking communities.  For decades, Individual A has
regularly appeared on various Spanish-language media channels, published books,
and hosted webinars, seminars, and conferences across the United States.  Individual
A promoted financial education in books and at many public appearances.
14. Individual A also created an exclusive membership club, the name of
which is a trademark owned by Individual A.  The membership club provides its
subscribers exclusive access to Individual A’s financial education resources.
Individual A generates revenue from these various activities.
15. Although Individual A regularly spoke about and advocated that
individuals consider general types of financial products, such as equities, mutual
funds, and annuities, Individual A did not advise individuals to purchase particular
products or securities.
B. Individual A Expands Online Platform with Nir and Rahamim
16. Individual A maintained a website to promote Individual A’s financial
education seminars and provided general financial education information.

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Historically, the website had not been a focal point of Individual A’s revenue
generating business and was instead a platform to promote Individual A’s brand.
17. In late 2015, Nir and Rahamim offered to expand Individual A’s online
presence by upgrading Individual A’s website to allow it to sell Individual A’s
financial education products.  As part of the proposal, Nir would use his online
marketing skills to upgrade Individual A’s website, and Rahamim would fund and
oversee the project.
18. After a ramp up and trial period, Nir, Rahamim, and Individual A
entered into an October 2017 sales and marketing agreement through which
Individual A licensed Individual A’s brand to a separate entity Nir and Rahamim
controlled.  The agreement also provided that Individual A would split with Nir and
Rahamim any revenue received from the sale of Individual A’s financial education
products through the upgraded website.
19. Importantly, the agreement stated that Nir and Rahamim could not use
Individual A’s brand for any other purpose without Individual A’s express written
consent.
C. Nir and Rahamim Misappropriate Individual A’s Website and
Fraudulently Induce Investors to Sell Their Securities to Purchase
Fixed Indexed Annuities
20. Unbeknownst to Individual A, beginning in early 2019, Nir and
Rahamim posed as Individual A and altered and misappropriated Individual A’s
website as part of a scheme to fraudulently induce Individual A’s followers to sell
securities and use the proceeds to purchase fixed indexed annuities.
21. First, Nir and Rahamim created a new California company which
contained   Individual A’s name.  They named their company “Individual A”   Insurance
Services.  Using this company, they sold fixed indexed annuities and other insurance
products.

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22. Second, Nir and Rahamim added a clickable tab to Individual A’s
website called “Annualidades” in Spanish, or Annuities in English, which promoted
the purchase of fixed indexed annuities.
23. On the new Annuities tab, Nir, with Rahamim’s approval, created the
false impression that Individual A was promoting and selling fixed indexed annuities.
Specifically, the Annuities tab:
i. encouraged investors to liquidate their retirement accounts, which
included securities, by stating that investors should “[t]ransfer
[their] retirement plan such as 401K, 404B, IRA, and more” by
rolling over their funds to purchase Individual A’s purported fixed
indexed annuities;
ii. was worded in the first person to make it appear as though
Individual A was personally selling fixed indexed annuities;
iii. provided the contact information of Individual A’s purported
representatives, and noted that Individual A was affiliated with
and oversaw the individuals who helped clients with their
retirement needs;
iv. noted that Individual A endorsed and recommended the annuities
being offered: and;
v. included a short video of Individual A discussing fixed indexed
annuities that Nir and Rahamim altered to add a contact number to
reach a purported representative of Individual A.
24. Nir and Rahamim made false statements and engaged in deceptive
conduct to give the false impression that Individual A was behind their scheme to
induce investors to sell securities and use the proceeds to purchase fixed indexed
annuities.

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25. In reality, Individual A never authorized the sale of fixed indexed
annuities through Individual A’s website nor consented to do so pursuant to the 2017
sales and marketing agreement.
26. Individual A played no role in the creation of “Individual A”   Insurance
Services and did not permit Nir and Rahamim’s use of Individual A’s brand to sell
fixed indexed annuities.
27. Individual A neither hired nor supervised any agents to sell fixed
indexed annuities on Individual A’s behalf.
28. Finally, Individual A never authorized Nir and Rahamim to use
Individual A’s video about annuities, much less to fraudulently alter it to include the
phone number of Nir and Rahamim’s sales agents to sell fixed indexed annuities.
29. The false and misleading statements on the website were written by Nir
and approved by Rahamim.
30. Nir and Rahamim both had ultimate authority over the substance of these
false and misleading representations and how they were communicated.
31. Nir acted with scienter when misappropriating Individual A’s website
and induced investors to sell securities in order to purchase fixed indexed annuities
from defendants’ company.  He knew or was reckless in not knowing that Individual
A:
i. had no role in their annuities operation;
ii. never authorized or consented that Individual A’s website or brand
be used to induce investors to sell securities and then use the
proceeds to purchase fixed indexed annuities;
iii. played no role in the creation of “Individual A” Insurance
Services;
iv. never hired or supervised agents to sell fixed indexed annuities;
and

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v. never authorized them to use a video of Individual A speaking
about annuities and alter it to add the phone number of their sales
agents.
32. Rahamim acted with scienter when misappropriating Individual A’s
website and inducing investors to sell securities in order to purchase fixed indexed
annuities from defendants’ company.  He knew or was reckless in not knowing that
Individual A:
i. had no role in their annuities operation;
ii. never authorized or consented that Individual A’s website or brand
be used to induce investors to sell securities and then use the
proceeds to purchase fixed indexed annuities;
iii. played no role in the creation of “Individual A” Insurance
Services;
iv. never hired or supervised agents to sell fixed indexed annuities;
and
v. never authorized them to use a video of Individual A speaking
about annuities and alter it to add the phone number of their sales
agents.
33. A reasonable investor would have considered it important to know that
Individual A had no role in Nir and Rahamim’s annuities operation when considering
whether to sell securities and use those proceeds to purchase the fixed annuities Nir
and Rahamim sold.
34. Many investors, in fact, sold securities to purchase the fixed index
annuities because they falsely believed that Individual A, or Individual A’s
representatives, were selling them.
35. Nir, Rahamim, and their insurance agents facilitated the process of
rolling over investors’ retirement account funds, many of which were derived from
the sale of securities, to purchase the annuities they sold.

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D. Nir and Rahamim Continued   their Fraud Even after Individual A
Discovered It and Sued Them
36. By late 2019 and early 2020, Individual A was receiving numerous calls
and emails from investors concerning Individual A’s purported sale of fixed indexed
annuities.
37. The calls and emails led Individual A to become suspicious of Nir and
Rahamim.  Individual A confronted Nir and Rahamim and told them that they were
not authorized to sell the fixed indexed annuities using Individual A’s brand, but they
refused to shut down their operation.
38. As a result, in July 2020, Individual A sued Nir and Rahamim in state
court.
39. Nevertheless, through March 2021, Nir and Rahamim continued to
fraudulently pose as Individual A to sell more fixed indexed annuities.  Soon after the
litigation commenced, Nir and Rahamim changed the name of their company from
“Individual A”   Insurance Services to the name of one of Individual A’s exclusive
membership clubs.  Individual A holds a trademark to the name of the membership
club that included the same name as Nir and Rahamim’s newly-named company.
Individual A did not consent to Nir and Rahamim’s use of Individual A’s trademark.
Nevertheless, Nir and Rahamim moved their fixed indexed annuities operation to a
new website containing the same name as their newly-named company.
40. Through the new website, Nir and Rahamim continued to deceive
investors into believing Individual A was behind the operation and encouraged
investors to sell their securities to purchase fixed indexed annuities.
41. The new website did not contain pictures or video of Individual A, but it
remained deceptive.  In addition to the website’s name already being an Individual A
trademark, Nir and Rahamim posted testimonials of individuals thanking Individual
A for Individual A’s financial education advice even though Individual A had nothing
to do with the new website.

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42. With Rahamim’s approval and without Individual A’s consent, Nir
misleadingly posted on the new website the logos of prominent media outlets on
which Individual A had made appearances, such as Univision, CNN, and HBO, to
make it appear as if Individual A operated Nir and Rahamim’s new website.
43. The false and misleading statements on the new website were written
and/or posted by Nir and approved by Rahamim, both of whom had ultimate
authority over the substance of the representations and how they were communicated.
44. Nir acted with scienter when continuing his fraud even after Individual
A filed a private lawsuit against Nir and Rahamim.  He knew or was reckless in not
knowing that Individual A continued to have no involvement in their annuities
operation or in the new website, had not authorized or consented to the use of
Individual A’s trademark, and that the testimonials thanking Individual A were
misleading because they gave the false appearance that Individual A was behind the
new website.
45. Rahamim acted with scienter when continuing his fraud even after
Individual A filed a private lawsuit against Nir and Rahamim.  He knew or was
reckless in not knowing that Individual A continued to have no involvement in their
annuities operation or in the new website, had not authorized or consented to the use
of Individual A’s trademark, and that the testimonials thanking Individual A were
misleading because they gave the false appearance that Individual A was behind the
new website
46. A reasonable investor would have considered it important to know that
Individual A had no role in the re-named company and its website when considering
whether to sell securities and use those proceeds to purchase the fixed annuities Nir
and Rahamim sold.
47. In March 2021, the state court granted Individual A’s motion for a
preliminary injunction against Nir and Rahamim.  Nir and Rahamim’s entity is

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currently defunct with no operations or assets, although it is still an active California-
registered entity.  The private litigation is ongoing.
E. Proceeds from the Fraud
48. In total, between 2019 and 2021, Nir and Rahamim’s entity and its
predecessor received approximately $1.9 million in insurance broker commissions
from the sale of fixed indexed annuities.  Of this, approximately $1 million, or
52.5%, was from 320 investors who sold securities to buy the fixed indexed annuities.
49. While running their fraudulent operation misappropriating Individual
A’s brand, Nir and Rahamim each received $240,000 in salary, of which 52.5%, or
$126,000, was derived from investors who sold securities to buy the fixed indexed
annuities.
FIRST 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
(Against All Defendants)
50. The SEC realleges and incorporates by reference paragraphs 1 through
49 above.
51. In connection with the purchase or sale of securities, Defendants misled
and deceived investors about Individual A’s true role in Defendants’ annuities
operation.
52. In addition, Defendants engaged in a scheme to defraud whereby they
defrauded investors by making and/or disseminating false statements,
misappropriating Individual A’s website and posing as Individual A, creating a
company named after Individual A that Individual A had nothing to do with,
renaming that company and its new website after Individual A’s trademark, and
inducing investors to sell securities and use the proceeds to purchase the fixed
indexed annuities Defendants sold.

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53. By engaging in the conduct described above, Defendants, and each of
them, directly or indirectly, in connection with the purchase or sale of a security, and
by the use of means or instrumentalities of interstate commerce, of the mails, or of
the facilities of a national securities exchange:  (a) employed devices, schemes, or
artifices to defraud; (b) 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; or (c) engaged in acts,
practices, or courses of business which operated or would operate as a fraud or deceit
upon other persons.  In so doing, the Defendants acted with scienter.
54. By engaging in the conduct described above, 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 Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a)(1) of the Securities Act
(Against All Defendants)
55. The SEC realleges and incorporates by reference paragraphs 1 through
49 above.
56. In the offer or sale or sale of securities, Defendants misled and deceived
investors about Individual A’s true role in Defendants’ annuities operation.
57. In addition, Defendants engaged in a scheme to defraud whereby they
defrauded investors by making and/or disseminating false statements,
misappropriating Individual A’s website and posing as Individual A, creating a
company named after Individual A that Individual A had nothing to do with,
renaming that company and its new website after Individual A’s trademark, and
inducing investors to sell securities and use the proceeds to purchase the fixed
indexed annuities Defendants sold.

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58. By engaging in the conduct described above, Defendants, and each of
them, 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,  employed devices, schemes, or artifices to defraud.  In doing so,
Defendants acted with scienter.
59. By engaging in the conduct described above, Defendants violated, and
unless restrained and enjoined will continue to violate, Section 17(a)(1) of the
Securities Act, 15 U.S.C. §§ 77q(a)(1).
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 judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, preliminarily and permanently enjoining Defendants, and each of
them, 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, and each of them, 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].
III.
Order Defendants to disgorge all funds received from their illegal conduct,
together with prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
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. §

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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.
VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  June 29, 2022

/s/ Gary Y. Leung
Manuel Vazquez
Gary Y. Leung
Attorneys   for Plaintiff
Securities and Exchange Commission

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MANUEL VAZQUEZ (Cal. Bar No. 295576) 
Email:  [email protected] 
GARY Y. LEUNG (Cal. Bar No. 302928) 
Email: [email protected] 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
Michele Wein Layne, Regional Director 
Alka N. Patel, Associate Regional Director  
Gary Y. Leung, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SOUTHERN DIVISION 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

SHLOMO NIR AND TZACHI 
RAHAMIM, 
 

Defendants. 
 

 Case No. 
 
COMPLAINT 
 

 
 

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

JURISDICTION AND VENUE 

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

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). 

2. Defendants Shlomo Nir (“Nir”) and Tzachi Rahamim (“Rahamim”) 

have, directly or indirectly, made use of the means or instrumentalities of interstate 

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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.  

3. 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 certain of the transactions, acts, practices, and courses of conduct 

constituting violations of the federal securities laws occurred within this district.  

SUMMARY 

4. This matter involves an offering fraud orchestrated by Shlomo Nir and 

Tzachi Rahamim, who carried out their fraud by assuming the identity of Individual 

A, a nationally recognized and prominent financial educator among the Latinx and 

Spanish-speaking communities. 

5. Specifically, unbeknownst to Individual A, between 2019 and 2021, Nir 

and Rahamim misappropriated Individual A’s website to sell fixed indexed annuities.  

As part of their fraud, they altered the website to falsely represent that Individual A 

was affiliated with and oversaw sales representatives selling fixed indexed annuities. 

6. The altered website encouraged investors to liquidate their retirement 

accounts, which included securities, and rollover the funds to purchase the fixed 

indexed annuities purportedly sold by Individual A. 

7. By March 2021, when Individual A successfully obtained a preliminary 

injunction against Nir and Rahamim in a private suit, their company had received 

almost $1.9 million in insurance broker commissions, of which approximately 52.5% 

was from 320 investors who had sold securities to buy the fixed indexed annuities. 

8. During the relevant period, Nir and Rahamim each received $240,000 in 

salary from their now-defunct company of which 52.5%, or $126,000, was derived 

from investors who sold securities to buy the fixed indexed annuities.   

9. By their conduct, Defendants violated Section 17(a)(1) of the Securities 

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

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10. The SEC seeks permanent injunctions against future violations of 

Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 

10b-5 thereunder; disgorgement with prejudgment interest; and civil penalties against 

all Defendants. 

THE DEFENDANTS 

11. Shlomo Nir, age 30, is a resident and citizen of Israel.  Nir was 

Individual A’s web developer.   

12. Tzachi Rahamim, age 44, is a resident and citizen of Israel.  Rahamim 

was also Individual A’s web developer.   

THE ALLEGATIONS 

A. Background of Individual A 

13. Individual A is a nationally recognized and prominent financial educator 

among the Latinx and Spanish-speaking communities.  For decades, Individual A has 

regularly appeared on various Spanish-language media channels, published books, 

and hosted webinars, seminars, and conferences across the United States.  Individual 

A promoted financial education in books and at many public appearances.   

14. Individual A also created an exclusive membership club, the name of 

which is a trademark owned by Individual A.  The membership club provides its 

subscribers exclusive access to Individual A’s financial education resources.  

Individual A generates revenue from these various activities. 

15. Although Individual A regularly spoke about and advocated that 

individuals consider general types of financial products, such as equities, mutual 

funds, and annuities, Individual A did not advise individuals to purchase particular 

products or securities.   

B. Individual A Expands Online Platform with Nir and Rahamim 

16. Individual A maintained a website to promote Individual A’s financial 

education seminars and provided general financial education information.  

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Historically, the website had not been a focal point of Individual A’s revenue 

generating business and was instead a platform to promote Individual A’s brand. 

17. In late 2015, Nir and Rahamim offered to expand Individual A’s online 

presence by upgrading Individual A’s website to allow it to sell Individual A’s 

financial education products.  As part of the proposal, Nir would use his online 

marketing skills to upgrade Individual A’s website, and Rahamim would fund and 

oversee the project. 

18. After a ramp up and trial period, Nir, Rahamim, and Individual A 

entered into an October 2017 sales and marketing agreement through which 

Individual A licensed Individual A’s brand to a separate entity Nir and Rahamim 

controlled.  The agreement also provided that Individual A would split with Nir and 

Rahamim any revenue received from the sale of Individual A’s financial education 

products through the upgraded website. 

19. Importantly, the agreement stated that Nir and Rahamim could not use 

Individual A’s brand for any other purpose without Individual A’s express written 

consent.   

C. Nir and Rahamim Misappropriate Individual A’s Website and 

Fraudulently Induce Investors to Sell Their Securities to Purchase 

Fixed Indexed Annuities   

20. Unbeknownst to Individual A, beginning in early 2019, Nir and 

Rahamim posed as Individual A and altered and misappropriated Individual A’s 

website as part of a scheme to fraudulently induce Individual A’s followers to sell 

securities and use the proceeds to purchase fixed indexed annuities. 

21. First, Nir and Rahamim created a new California company which 

contained Individual A’s name.  They named their company “Individual A” Insurance 

Services.  Using this company, they sold fixed indexed annuities and other insurance 

products. 

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22. Second, Nir and Rahamim added a clickable tab to Individual A’s 

website called “Annualidades” in Spanish, or Annuities in English, which promoted 

the purchase of fixed indexed annuities. 

23. On the new Annuities tab, Nir, with Rahamim’s approval, created the 

false impression that Individual A was promoting and selling fixed indexed annuities.  

Specifically, the Annuities tab:  

i. encouraged investors to liquidate their retirement accounts, which 

included securities, by stating that investors should “[t]ransfer 

[their] retirement plan such as 401K, 404B, IRA, and more” by 

rolling over their funds to purchase Individual A’s purported fixed 

indexed annuities; 

ii. was worded in the first person to make it appear as though 

Individual A was personally selling fixed indexed annuities; 

iii. provided the contact information of Individual A’s purported 

representatives, and noted that Individual A was affiliated with 

and oversaw the individuals who helped clients with their 

retirement needs; 

iv. noted that Individual A endorsed and recommended the annuities 

being offered: and; 

v. included a short video of Individual A discussing fixed indexed 

annuities that Nir and Rahamim altered to add a contact number to 

reach a purported representative of Individual A. 

24. Nir and Rahamim made false statements and engaged in deceptive 

conduct to give the false impression that Individual A was behind their scheme to 

induce investors to sell securities and use the proceeds to purchase fixed indexed 

annuities. 

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25. In reality, Individual A never authorized the sale of fixed indexed 

annuities through Individual A’s website nor consented to do so pursuant to the 2017 

sales and marketing agreement. 

26. Individual A played no role in the creation of “Individual A” Insurance 

Services and did not permit Nir and Rahamim’s use of Individual A’s brand to sell 

fixed indexed annuities. 

27. Individual A neither hired nor supervised any agents to sell fixed 

indexed annuities on Individual A’s behalf. 

28. Finally, Individual A never authorized Nir and Rahamim to use 

Individual A’s video about annuities, much less to fraudulently alter it to include the 

phone number of Nir and Rahamim’s sales agents to sell fixed indexed annuities. 

29. The false and misleading statements on the website were written by Nir 

and approved by Rahamim. 

30. Nir and Rahamim both had ultimate authority over the substance of these 

false and misleading representations and how they were communicated. 

31. Nir acted with scienter when misappropriating Individual A’s website 

and induced investors to sell securities in order to purchase fixed indexed annuities 

from defendants’ company.  He knew or was reckless in not knowing that Individual 

A: 

i. had no role in their annuities operation; 

ii. never authorized or consented that Individual A’s website or brand 

be used to induce investors to sell securities and then use the 

proceeds to purchase fixed indexed annuities; 

iii. played no role in the creation of “Individual A” Insurance 

Services; 

iv. never hired or supervised agents to sell fixed indexed annuities; 

and 

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v. never authorized them to use a video of Individual A speaking 

about annuities and alter it to add the phone number of their sales 

agents. 

32. Rahamim acted with scienter when misappropriating Individual A’s 

website and inducing investors to sell securities in order to purchase fixed indexed 

annuities from defendants’ company.  He knew or was reckless in not knowing that 

Individual A: 

i. had no role in their annuities operation; 

ii. never authorized or consented that Individual A’s website or brand 

be used to induce investors to sell securities and then use the 

proceeds to purchase fixed indexed annuities; 

iii. played no role in the creation of “Individual A” Insurance 

Services; 

iv. never hired or supervised agents to sell fixed indexed annuities; 

and 

v. never authorized them to use a video of Individual A speaking 

about annuities and alter it to add the phone number of their sales 

agents. 

33. A reasonable investor would have considered it important to know that 

Individual A had no role in Nir and Rahamim’s annuities operation when considering 

whether to sell securities and use those proceeds to purchase the fixed annuities Nir 

and Rahamim sold. 

34. Many investors, in fact, sold securities to purchase the fixed index 

annuities because they falsely believed that Individual A, or Individual A’s 

representatives, were selling them. 

35. Nir, Rahamim, and their insurance agents facilitated the process of 

rolling over investors’ retirement account funds, many of which were derived from 

the sale of securities, to purchase the annuities they sold. 

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D. Nir and Rahamim Continued their Fraud Even after Individual A 

Discovered It and Sued Them  

36. By late 2019 and early 2020, Individual A was receiving numerous calls 

and emails from investors concerning Individual A’s purported sale of fixed indexed 

annuities.   

37. The calls and emails led Individual A to become suspicious of Nir and 

Rahamim.  Individual A confronted Nir and Rahamim and told them that they were 

not authorized to sell the fixed indexed annuities using Individual A’s brand, but they 

refused to shut down their operation. 

38. As a result, in July 2020, Individual A sued Nir and Rahamim in state 

court.   

39. Nevertheless, through March 2021, Nir and Rahamim continued to 

fraudulently pose as Individual A to sell more fixed indexed annuities.  Soon after the 

litigation commenced, Nir and Rahamim changed the name of their company from 

“Individual A” Insurance Services to the name of one of Individual A’s exclusive 

membership clubs.  Individual A holds a trademark to the name of the membership 

club that included the same name as Nir and Rahamim’s newly-named company.  

Individual A did not consent to Nir and Rahamim’s use of Individual A’s trademark.  

Nevertheless, Nir and Rahamim moved their fixed indexed annuities operation to a 

new website containing the same name as their newly-named company.     

40. Through the new website, Nir and Rahamim continued to deceive 

investors into believing Individual A was behind the operation and encouraged 

investors to sell their securities to purchase fixed indexed annuities. 

41. The new website did not contain pictures or video of Individual A, but it 

remained deceptive.  In addition to the website’s name already being an Individual A 

trademark, Nir and Rahamim posted testimonials of individuals thanking Individual 

A for Individual A’s financial education advice even though Individual A had nothing 

to do with the new website. 

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42. With Rahamim’s approval and without Individual A’s consent, Nir 

misleadingly posted on the new website the logos of prominent media outlets on 

which Individual A had made appearances, such as Univision, CNN, and HBO, to 

make it appear as if Individual A operated Nir and Rahamim’s new website.  

43. The false and misleading statements on the new website were written 

and/or posted by Nir and approved by Rahamim, both of whom had ultimate 

authority over the substance of the representations and how they were communicated. 

44. Nir acted with scienter when continuing his fraud even after Individual 

A filed a private lawsuit against Nir and Rahamim.  He knew or was reckless in not 

knowing that Individual A continued to have no involvement in their annuities 

operation or in the new website, had not authorized or consented to the use of 

Individual A’s trademark, and that the testimonials thanking Individual A were 

misleading because they gave the false appearance that Individual A was behind the 

new website.   

45. Rahamim acted with scienter when continuing his fraud even after 

Individual A filed a private lawsuit against Nir and Rahamim.  He knew or was 

reckless in not knowing that Individual A continued to have no involvement in their 

annuities operation or in the new website, had not authorized or consented to the use 

of Individual A’s trademark, and that the testimonials thanking Individual A were 

misleading because they gave the false appearance that Individual A was behind the 

new website 

46. A reasonable investor would have considered it important to know that 

Individual A had no role in the re-named company and its website when considering 

whether to sell securities and use those proceeds to purchase the fixed annuities Nir 

and Rahamim sold. 

47. In March 2021, the state court granted Individual A’s motion for a 

preliminary injunction against Nir and Rahamim.  Nir and Rahamim’s entity is 

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currently defunct with no operations or assets, although it is still an active California-

registered entity.  The private litigation is ongoing. 

E. Proceeds from the Fraud 

48. In total, between 2019 and 2021, Nir and Rahamim’s entity and its 

predecessor received approximately $1.9 million in insurance broker commissions 

from the sale of fixed indexed annuities.  Of this, approximately $1 million, or 

52.5%, was from 320 investors who sold securities to buy the fixed indexed annuities. 

49. While running their fraudulent operation misappropriating Individual 

A’s brand, Nir and Rahamim each received $240,000 in salary, of which 52.5%, or 

$126,000, was derived from investors who sold securities to buy the fixed indexed 

annuities. 

FIRST 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 

(Against All Defendants) 

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

49 above. 

51. In connection with the purchase or sale of securities, Defendants misled 

and deceived investors about Individual A’s true role in Defendants’ annuities 

operation. 

52. In addition, Defendants engaged in a scheme to defraud whereby they 

defrauded investors by making and/or disseminating false statements, 

misappropriating Individual A’s website and posing as Individual A, creating a 

company named after Individual A that Individual A had nothing to do with, 

renaming that company and its new website after Individual A’s trademark, and 

inducing investors to sell securities and use the proceeds to purchase the fixed 

indexed annuities Defendants sold. 

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53. By engaging in the conduct described above, Defendants, and each of 

them, directly or indirectly, in connection with the purchase or sale of a security, and 

by the use of means or instrumentalities of interstate commerce, of the mails, or of 

the facilities of a national securities exchange:  (a) employed devices, schemes, or 

artifices to defraud; (b) 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; or (c) engaged in acts, 

practices, or courses of business which operated or would operate as a fraud or deceit 

upon other persons.  In so doing, the Defendants acted with scienter. 

54. By engaging in the conduct described above, 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 Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a)(1) of the Securities Act 

(Against All Defendants) 

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

49 above. 

56. In the offer or sale or sale of securities, Defendants misled and deceived 

investors about Individual A’s true role in Defendants’ annuities operation. 

57. In addition, Defendants engaged in a scheme to defraud whereby they 

defrauded investors by making and/or disseminating false statements, 

misappropriating Individual A’s website and posing as Individual A, creating a 

company named after Individual A that Individual A had nothing to do with, 

renaming that company and its new website after Individual A’s trademark, and 

inducing investors to sell securities and use the proceeds to purchase the fixed 

indexed annuities Defendants sold. 

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58. By engaging in the conduct described above, Defendants, and each of 

them, 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, employed devices, schemes, or artifices to defraud.  In doing so, 

Defendants acted with scienter. 

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

unless restrained and enjoined will continue to violate, Section 17(a)(1) of the 

Securities Act, 15 U.S.C. §§ 77q(a)(1). 

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 judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, preliminarily and permanently enjoining Defendants, and each of 

them, 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, and each of them, 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]. 

III. 

Order Defendants to disgorge all funds received from their illegal conduct, 

together with prejudgment interest thereon, pursuant to Exchange Act Sections 

21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

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. § 

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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. 

VI. 

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

necessary. 

Dated:  June 29, 2022  
 /s/ Gary Y. Leung 

Manuel Vazquez 
Gary Y. Leung 
Attorneys for Plaintiff 
Securities and Exchange Commission 

 

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