SEC v. Safeguard Metals LLC; and Jeffrey S. Santulan, No. 2:22-cv-00693, Central District of California (Feb. 2, 2022) — Complaint

COMPLAINT
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JONATHAN S. POLISH (IL Bar No. 6237890)
JEDEDIAH B. FORKNER (IL Bar No. 6299787)
PRO HAC VICE APPLICATIONS PENDING
175 W. Jackson Blvd., Suite 1450
Chicago, Illinois 60604
Email:  [email protected]
Telephone: (312) 353-7390
Facsimile:  (312) 886-8514

LOCAL COUNSEL:
AMY J. LONGO (Cal. Bar. No. 198304)
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Email: [email protected]
Telephone: (323) 965-3998
Facsimile:  (213) 443-1904

Attorneys for Plaintiff
Securities and Exchange Commission
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
SAFEGUARD METALS LLC AND
JEFFREY S. SANTULAN,
Defendants.

    Case    No.

COMPLAINT

DEMAND FOR JURY TRIAL

COMPLAINT
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Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for
its Complaint against Defendants Safeguard Metals LLC and Jeffrey S. Santulan,
hereby alleges as follows:
JURISDICTION AND VENUE
1. The SEC brings this action pursuant to Sections 21(d) and 21(e) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§78u(d) and 78u(e)],
and Section 209(d) of the Investment Advisers Act of 1940 (“Advisers Act”) [15
U.S.C. § 80b-9(d)].
2. This Court has jurisdiction over this action pursuant to Section 27 of the
Exchange Act [15 U.S.C. § 78aa] and Section 214 of the Advisers Act [15 U.S.C. §
80b-14], and 28 U.S.C. § 1331.
3. Venue is proper in this Court pursuant to Section 27 of the Exchange Act
[15 U.S.C. § 78aa] and Section 214 of the Advisers Act [15 U.S.C. § 80b-14]. Acts,
practices and courses of business constituting violations alleged herein have occurred
within the jurisdiction of the United States District Court for the Central District of
California and elsewhere.
4. Defendants directly and indirectly made use of the means and
instrumentalities of interstate commerce and of the mails in connection with the acts,
practices, and courses of business alleged herein, and will continue to do so unless
enjoined.
SUMMARY
5. From December 2017 through at least July 2021, defendants Safeguard
Metals LLC, a California-based company that sells precious metals coins to retail
investors, and Jeffrey S. Santulan, its owner, acted as investment advisers and
persuaded investors to sell their existing securities, transfer the proceeds into self-
directed Individual Retirement Accounts (“SDIRAs”), and invest the proceeds in gold
and silver coins by making false and misleading statements about the safety and
liquidity of the investors’ securities investments, Safeguard’s business, and its

COMPLAINT
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compensation.
6. Safeguard and Santulan targeted investors who were at or near
retirement age through Safeguard’s website, through online advertisements on sites
like Facebook and Google, and through direct calls.  Santulan had authority over
Safeguard’s website, which during much of the relevant time period, falsely claimed
that the company had $11 billion in assets under management and an office in
London.  He also had authority over Safeguard’s LinkedIn page, which was
connected to fake profiles of prominent individuals in the securities industry showing
that they were associated with Safeguard.
7. Guided by scripts, some of which were prepared by Santulan, Safeguard
sales agents made false and misleading statements to investors about the purported
risks associated with the investors’ existing securities holdings at investment banks
and brokerage firms.  For example, Safeguard’s sales agents stated that a “Money
Market Reform Law” allowed banks and brokerage firms to freeze retirement
accounts in the event of a market downturn; that top financial experts in the United
States were saying that another recession was coming very soon; and that when that
happened, the investors’ accounts would be frozen and they would not be able to get
any money out of their 401(k) plans or Individual Retirement Accounts (“IRAs”).
These statements were misleading because, among other things, the law that
Safeguard referenced applied only to money market funds in rare circumstances and
could not result in an individual’s entire account being frozen.
8. Safeguard and Santulan also misled investors about Safeguard’s
commissions and markups on the coins.  Safeguard required investors to sign a
“Precious Metals Shipping and Account Agreement” that was created by Santulan,
and available on Safeguard’s website.  During the relevant period, the form stated
that Safeguard’s “operating margin,” or mark up, was usually 4% to 23%, depending
on the type of coin or metal purchased (and 5% to 33% starting around January
2021).  In reality, Safeguard charged an average markup of approximately 64% on its

COMPLAINT
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sales of silver coins, which constituted over 97% of the total coins it sold investors.
9. Safeguard obtained approximately $67 million from the sale of coins to
more than 450 mostly elderly, retail investors and kept approximately $25.5 million
in markups on the price it paid to acquire the coins.
10. The SEC brings this lawsuit to protect the investing public and to hold
defendants accountable for their misconduct.
DEFENDANTS
11. Safeguard Metals LLC is a Wyoming Limited Liability Company with
an office located in Woodland Hills, California.
12. Jeffrey S. Santulan, age 41 is a resident of Tarzana, California.  He is the
only member of Safeguard.  He owns 100% of the company.  Santulan controls
Safeguard and its operations, and has exclusive authority over its business decisions.
Santulan has used the pseudonym “Jeff Hill” while representing Safeguard to
investors.
FACTS
13. Overview of Safeguard’s Fraud.  From the company’s inception in late
2017 through at least July 2021 – which is referred to here as the “relevant period” –
defendants engaged in a fraudulent scheme to induce investors to sell their existing
securities and buy silver and gold coins from Safeguard.
14. Safeguard and Santulan used high-pressure sales tactics and made
materially false and misleading statements to investors who were at or near retirement
age about the safety and liquidity of the investors’ current securities holdings,
Safeguard’s business, and the markups Safeguard charged on the coins.  The goal was
to convince the investors to liquidate their securities holdings and transfer their
retirement money into a SDIRA with one of Safeguard’s preferred custodians to
purchase and hold the coins.  Once the SDIRA was funded, Santulan caused
Safeguard to buy gold and silver coins from a precious metals wholesaler and sell
them to the investors at substantial, undisclosed markups.

COMPLAINT
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15. At the beginning of the scheme, Santulan personally handled virtually all
aspects of Safeguard’s business, including finding sales leads and contacting potential
investors.  Later, Santulan hired a number of sales agents to contact potential
investors for Safeguard.  Santulan drafted sales scripts for the sales agents to follow,
provided training to certain of the sales agents, and established the commission rates
to be paid to the sales agents.  Santulan continued to handle most other aspects of the
business himself, including buying the coins from the wholesaler and setting the
prices at which Safeguard sold the coins to investors.
16. Safeguard and Santulan targeted investors who were 59 years and older.
Many of the investors had limited investing experience in general, and virtually no
experience investing in precious metals.  Safeguard’s sales agents – often using
pseudonyms – called potential investors, many who had clicked on Safeguard’s
online ads about “retirement funds being at risk.”
17. Lies about Safeguard’s Business.  Throughout the scheme, Safeguard,
Santulan, and the sales agents lied to investors about all aspects of Safeguard’s
business –including its size, experience, services, employees, and sophistication – in
order to induce them to sell their securities and invest in Safeguard’s coins.  Santulan
knew or was reckless in not knowing that these statements were false and misleading.
18. Safeguard held itself out as a full-service investment firm.  A sales script
used by Safeguard’s sales agents falsely described Safeguard as “one of the largest
wealth protection firms in North America.”  The sales agents described the company
to potential investors as a “full service firm.”  Until sometime in 2020, Safeguard’s
website falsely claimed that the company had $11 billion in assets under
management, and that Safeguard maintained an office in London.  Safeguard’s sales
agents also boasted to investors about its offices in New York, New York and
Beverly Hills, California.
19. None of that information was true.  Safeguard’s sole line of business was
selling precious metal coins.  It only had one office – a small, leased space on the

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third floor of a modest office building in Woodland Hills, California.
20. Until sometime in 2020, Safeguard’s LinkedIn webpage connected to
several fake profiles showing links between people in the securities industry and
Safeguard.  For example, one LinkedIn entry falsely identified the president of a
large, international investment bank as Safeguard’s CFO.  Another LinkedIn entry
falsely identified the general counsel of a large, registered broker-dealer as
Safeguard’s in-house attorney.  In reality, neither of those individuals had any
relationship with Safeguard.
21. Santulan was responsible for the creation of Safeguard’s website and
LinkedIn page and had authority over them.
22. Safeguard’s sales agents, in calls to potential investors, lied about their
investment experience and qualifications.  For example, in a script provided to
safeguard’s sales agents, an “opener” sales agent was directed to introduce a “closer”
sales agent to the potential investor as a “senior representative [who] has been
helping retirees/conservatives protect their wealth for over 17 years now, including
back in ’08.  He actually specializes in 401k/IRAs and has far more expertise on your
particular situation.”  None of Safeguard’s employees had experience remotely fitting
that description.  Additionally, at least one Safeguard sales agent falsely represented
to investors that he held a Financial Industry Regulatory Authority Series 7 securities
license, even though he had never held any securities licenses.
23. Misleading Statements about the Safety and Liquidity of the Investors’
Securities Holdings.  Safeguard made false and misleading statements to investors
about the safety and liquidity of the investors’ securities holdings, and employed
scare tactics to induce the investors to sell their existing securities holdings.  Santulan
knew or was reckless in not knowing about this conduct, and about the false and
misleading statements made to potential investors.
24. Defendants supplied Safeguard’s sales agents with scripts to use during
communications with investors, at least some of which were drafted by Santulan.  A

COMPLAINT
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primary theme of Safeguard’s sales agents’ communications with investors was that
investments in securities through traditional brokerage accounts were very risky, and
that investors should protect their assets by moving their funds into an SDIRA.
25. The Stock Market is Going to Crash.  Safeguard sales agents told
investors that the United States was headed for a recession that would result in
significant losses in their existing securities holdings.  One of Safeguard’s sales
scripts directed the sales agents to say, among other things:
(a) “The top financial echelons and economists in the US are saying this coming
recession is going to be worse than 2008.”
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(b) “They’re saying the last recession is going to be a walk in the park compared to
what’s coming.”
(c) “[Y]ou’re just going to get wiped out completely, like most people did in ’08.”
(d) “[W]hy do you still have your life savings invested in the most expensive stock
market of all time, in the 11
th
 year of the most inflated bull market in US history?”
(e) “You know what the definition of insanity is, right?  It’s doing the same thing
over and over again expecting a different result. That’s exactly what you’re doing in
the stock market.  You lost [amount] in the 2008 crash, and here you are about to lose
it all again.”
26. Retirement Funds will be Frozen.  Defendants and their agents also
claimed that investors’ retirement money was at risk because Congress had recently
passed a new, unpublicized law at the behest of “big banks” that gave the banks and
brokerage firms the right to freeze retirement accounts in times of financial turmoil.
27. Santulan led the charge on this front, sending an email to Safeguard’s
sales agents, instructing them to forward an email to investors stating, among other
things: “This applies to Fidelity along with all other major financial brokerages.
They will freeze your accounts by instituting redemption gates to limit these funds

1
 The emphasized parts of the script in this complaint are as they appeared in Safeguard’s script for
its sales force.

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vulnerability to heavy withdrawals, during a financial crisis, for their benefit . . .
These are troubled times, financially and beyond . . . [t]he solution for many
conservative investors . . . is a no-fee, no tax Self-Directed IRA . . . It puts you back
in control because it cannot be leveraged, frozen or converted into a bond.”  The
email concluded by directing investors to Safeguard’s website, stating:  “Our goal is
to provide you with knowledgeable insight and help guide conservatives towards a
successful and sound retirement.  At our website, SafeguardMetals.com we help
retirees and those preparing for retirement protect their retirement accounts.”
28. In addition, the Safeguard sales script instructed sales agents to say,
among other things:
(a) “[O]ne of the main concerns retirees have with their IRA/401ks is the passing
of the Money Market Reform Act and whether or not they’re going to have access to
their money at all!”
(b) “You need to see the law that allows your brokerage to legally freeze your
401k/IRA and how you can protect it.”
(c) “So when ... all the largest financial institutions in the US are saying you’re
going to be frozen out of your retirement account, meaning you won’t have access to
any of your money in your 401k/IRA, that’s not concerning to you?”
(d) “So the top echelons of finance, Warren Buffet, Ray Dali, among others, are all
predicting a liquidity freeze.  Meaning when the next stock market correction
happens, your account will be frozen and you won’t be able to get any money out of
your 401k/IRA.  Are you saying you’re smarter than the top echelons in finance?”
29. In fact, there was no law that allowed banks and brokerage firms to
freeze investors’ retirement accounts.  Nor were the “top echelons in finance”
predicting that their accounts would be frozen.  In reality, the law referenced by
Safeguard and its sales agents applied only to money market fund investments, and it
allowed liquidity fees and redemption gates to be implemented for money market
investments temporarily under certain, rare circumstances.

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30. Securities Investments are Not Insured.  In calls and emails with
potential investors, Safeguard told investors that their securities investments were not
insured by the Federal Deposit Insurance Corporation.  What they did not tell
investors was that the precious metal coins it sold investors also were not insured by
the FDIC.  Nor did Safeguard tell them that, unlike the coins, many securities
investments held at broker-dealers are insured by the Securities Investor Protection
Corporation (“SIPC”).  According to SIPC’s public website, sipc.org, “SIPC protects
against the loss of cash and securities – such as stocks and bonds – held by a
customer at a financially-troubled SIPC-member brokerage firm.”  Safeguard’s coins
were not insured by SIPC.
31. Precious Metals Provide Protection.  After going through the list of
purported risks associated with securities investments, Safeguard’s sales agents
regularly told investors that owning precious metals acted as a hedge against the risks
of owning securities.  They recommended that investors place up to 20% of their
assets in physical precious metals.  However, contrary to these representations,
Safeguard regularly invested 100% of the investors’ SDIRAs in gold and silver coins
without regard to the investors’ other assets.
32. Lies about How Safeguard Was Paid.  Safeguard and Santulan misled
investors about the markups charged by Safeguard.
33. Safeguard’s sales agents generally did not mention Safeguard’s markups
to investors during their initial sales pitches.  Instead, the sales agents told investors
that Safeguard would cover the recommended SDIRA custodian’s account fees and
any storage fees associated with holding the coins for the first year.  Occasionally,
investors asked Safeguard sales agents how Safeguard made its money.  On at least
several occasions, certain Safeguard sales agents falsely told potential investors on
recorded calls that the only way Safeguard made money was by taking a 1%
commission when customers sold their coins.  In fact, as those sales agents knew,
Safeguard paid sales agents a total commission of 8% to 10% (split between the

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opener and the closer) of the total amount charged to investors when the coins were
purchased.
34. Safeguard’s website contained false information about the mark ups
charged by Safeguard.  Each investor who purchased coins from Safeguard received
and signed a copy of Safeguard’s “Precious Metals Shipping and Account
Agreement,” which was created by Santulan and made available on Safeguard’s
website during the relevant period.  Until at least late 2020, this agreement stated that
Safeguard’s operating margin, which it defined as the difference between Safeguard’s
approximate acquiring cost of the coins and the price the investors paid, was usually
between 4% and 23%, depending on the type of coin sold.  Later, defendants changed
the agreement to state that Safeguard’s “current” operating margin was usually 5% to
33%.  Both statements were false.
35. In fact, Safeguard was compensated through substantial markups on the
price of the silver coins, which constituted over 97% of the total coins it sold
investors during the relevant period.  Safeguard charged an average markup of
approximately 64% on its sales of silver coins during the relevant period – with
markups ranging from approximately 30% to over 100%.  The markups on silver
coins averaged 71% prior to 2021, and 52% during 2021.
36. Santulan purchased all of Safeguard’s coins from a precious metals
wholesaler; determined the prices at which Safeguard sold the coins to investors; and
knew or was reckless in not knowing that the markups greatly exceeded the operating
margin listed in the “Precious Metals Shipping and Account Agreement” that he
created, which appeared on Safeguard’s public website.
37. Safeguard’s sales personnel, following Safeguard’s sales scripts, told
investors that the account statements they would receive from their SDIRA
custodians would reflect the “melt value” of their coins rather than the actual value.
When investors questioned Safeguard about the values of their coins listed on their
account statements, which were substantially lower than what the investors paid

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Safeguard for the coins, Safeguard’s sales agents told them that the statements were
inaccurate.  The actual value of the coins, Safeguard’s sales agents assured the
investors, was far higher.
38. Defendants did not disclose the actual markups on the coins to
Safeguard’s investors.
39. Defendants also did not disclose to investors that they paid Safeguard’s
sales agents commissions of 8% to 10%.
40. Safeguard and Santulan Acted as Investment Advisers. When
persuading investors to sell their securities in order to invest in coins, Safeguard and
Santulan acted as investment advisers.
41. As discussed above, Safeguard engaged in the business of providing
investment advice.  Its business model depended on sales personnel reaching out to
investors on a daily basis to convince them to sell their securities.  Safeguard held
itself out as a full service investment firm, touted alleged relationships with securities
industry professionals, and received compensation from investors in the form of
markups on the coins that it sold.  Safeguard’s sales agents, relying on the sales
scripts and the on-the-job training they received from Santulan or others at Safeguard,
convinced investors to sell their existing securities holdings by providing advice
about the purported risks associated with their securities holdings; current and future
market trends, including the likelihood of another recession; and appropriate asset
allocation.
42. Santulan also acted as an investment adviser.  Santulan founded
Safeguard, owned 100% of the company, and had total control over the company’s
operations.  Santulan devised Safeguard’s business strategy of targeting elderly
investors to convince them to sell their securities and invest the proceeds in coins.
Initially, Santulan personally handled all aspects of Safeguard’s business, including
personally contacting investors.  Later, Santulan hired Safeguard’s sales agents,
created Safeguard’s initial sales pitch, drafted certain sales scripts, and personally

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trained some of Safeguard’s sales agents.  As Safeguard’s owner, Santulan received
compensation in the form of the mark ups Safeguard charged on the coins it sold to
investors.
43. Safeguard also assisted investors with selling their existing securities.
Once an investor agreed to invest with Safeguard, the Safeguard sales agent helped
the investor  to complete the SDIRA application; to contact their broker-dealer or
other asset custodian in order to initiate the liquidation of their current securities
holdings; and to transfer funds to an SDIRA.  At times, Safeguard sales agents joined
investors on these calls to their broker-dealers or other asset custodians.  Safeguard’s
investors transferred cash into their new SDIRAs rather than transferring any existing
investments.  Investors often sold mutual funds, annuities and other securities to raise
the money to fund the SDIRA.  In almost all cases, the full amount of funds that were
moved into the SDIRA were used to purchase coins from Safeguard.
44. Defendants’ Gains.  During the relevant period, Safeguard obtained
approximately $67 million from the sale of gold and silver coins to more than 450
mostly elderly, retail investors.  Safeguard kept approximately $25.5 million of the
approximately $67 million paid by investors for itself in the form of markups on the
price Safeguard paid for the coins.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5
(Against Defendants Safeguard and Santulan)
45. The SEC alleges and incorporates by reference paragraphs 1 through 44
above.
46. As more fully described in paragraphs 1 through 45 above, defendants
Safeguard and Santulan, in connection with the purchase and sale of securities, by the
use of the means and instrumentalities of interstate commerce and by the use of the
mails, directly and indirectly:  used and employed devices, schemes and artifices to
defraud; made untrue statements of material fact and omitted to state material facts

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necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; and engaged in acts, practices and courses of
business which operated or would have operated as a fraud and deceit upon
purchasers and sellers and prospective purchasers and sellers of securities.
47. Safeguard and Santulan knew, or were reckless in not knowing, of the
facts and circumstances described in paragraphs 1 through 45 above.
48. By reason of the foregoing, Safeguard and Santulan violated 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
Violations of Advisers Act Sections 206(1) and 206(2)
(Against Defendants Safeguard and Santulan)
49. As more fully described in paragraphs 1 through 44 above, at all times
alleged in this complaint, defendants Safeguard and Santulan, while acting as
investment advisers, by use of the mails, and the means and instrumentalities of
interstate commerce, directly or indirectly, knowingly, willfully or recklessly:  (i)
employed devices, schemes or artifices to defraud its clients or prospective clients;
and (ii) engaged in transactions, practices and courses of business which have
operated as a fraud or deceit upon its clients or prospective clients.
50. By reason of the foregoing, Safeguard and Santulan violated Sections
206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
THIRD CLAIM FOR RELIEF
Aiding & Abetting Violations of Section 10(b) of the Exchange Act,
And Exchange Act Rule 10b-5
(Against Defendant Santulan)
51. The SEC alleges and incorporates by reference paragraphs 1 through 44
above.
52. Safeguard, in connection with the purchase and sale of securities, by the

COMPLAINT
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use of the means and instrumentalities of interstate commerce and by the use of the
mails, directly and indirectly:  used and employed devices, schemes and artifices to
defraud; made untrue statements of material fact and omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; and engaged in acts, practices and courses of
business which operated or would have operated as a fraud and deceit upon
purchasers and sellers and prospective purchasers and sellers of securities.  Safeguard
knew, or was reckless in not knowing, of the facts and circumstances described in
paragraphs 1 through 45 above.
53. Santulan knowingly or recklessly provided substantial assistance to
safeguard in its violation of Sections 10(b) of the Exchange Act and Rule 10b-5
thereunder.  Santulan provided substantial assistance in the violations by, among
other things, creating the scripts used by Safeguard’s sale agents; creating the account
agreement that contained false information about Safeguard’s markups; and
establishing the sales prices of the coins at a level that far exceeded the markups
disclosed to investors.  Santulan knew or was reckless in not knowing that Safeguard
was committing violations, and he had a role in furthering them.
54. By engaging in the conduct described above, Santulan aided and abetted
violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j (b)], and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5(a) and (c)].
FOURTH CLAIM FOR RELIEF
Aiding & Abetting Violations of Advisers Act Sections 206(1) and 206(2)
(against Defendant Santulan)
55. The SEC realleges and incorporates by reference paragraphs 1 through
44 above.
56. As more fully described in paragraphs 1 through 44 above, at all times
alleged in this complaint, defendant Safeguard, while acting as an investment adviser,
by use of the mails, and the means and instrumentalities of interstate commerce,

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directly or indirectly, knowingly, willfully or recklessly:  (i) employed devices,
schemes or artifices to defraud its clients or prospective clients; and (ii) engaged in
transactions, practices and courses of business which have operated as a fraud or
deceit upon its clients or prospective clients.  By reason of the foregoing, Safeguard
has violated Sections 206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1)
and 80b-6(2)].
57. Santulan knowingly or recklessly provided substantial assistance to
Safeguard in its violation of Sections 10(b) of the Exchange Act and Rule 10b-5
thereunder.
58. By engaging in the conduct described above, Santulan aided and abetted
violations of Sections 206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1)
and 80b-6(2)].
FIFTH CLAIM FOR RELIEF
Control Person Liability for Violations of Section 10(b) of the Exchange Act and
Exchange Act Rule 10b-5
(against Defendant Santulan)
59. The SEC realleges and incorporates by reference paragraphs 1 through
44 above.
60. Safeguard, in connection with the purchase and sale of securities, by the
use of the means and instrumentalities of interstate commerce and by the use of the
mails, directly and indirectly:  used and employed devices, schemes and artifices to
defraud; made untrue statements of material fact and omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; and engaged in acts, practices and courses of
business which operated or would have operated as a fraud and deceit upon
purchasers and sellers and prospective purchasers and sellers of securities. Safeguard
knew, or was reckless in not knowing, of the facts and circumstances described in
paragraphs 1 through 45 above.

COMPLAINT
16

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61. When Safeguard violated Section 10(b) of the Exchange Act and Rule
10b-5, Santulan directly or indirectly controlled Safeguard.  Santulan was therefore a
“controlling person” within the meaning of Section 20(a) of the Exchange Act [15
U.S.C. § 78t(a)] with regard to Safeguard.
62. As alleged above, Santulan was a culpable participant in, and directly or
indirectly induced the acts constituting Safeguard’s violations of the Exchange Act,
and did not act in good faith.
63. By reason of the foregoing, Santulan is jointly and severally liable with
and to the same extent as Safeguard for its violations of Section 10(b) of the
Exchange Act and Rule 10b-5 and, unless enjoined, will again act as a “controlling
person” in connection with such violations.
RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests that this Court:
I.
Permanently enjoin defendants, their officers, agents, servants, employees,
attorneys and those persons in active concert or participation with defendants who
receive actual notice of the order of this Court, by personal service or otherwise, and
each of them from, directly or indirectly, engaging in the transactions, acts, practices
or courses of business described above, or in conduct of similar purport and object, in
violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j] and Rule 10b-5 [17
CFR § 240.10b-5] thereunder, and Sections 206(1) and 206(2) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
II.
Order defendants to disgorge the ill-gotten gains received because of the
violations alleged in this Complaint, including prejudgment interest, pursuant to
Section 21(d)(5) and 21(d)(7) of the Exchange Act  [15 U.S.C. §§ 78u(d)(5), and
78u(d)(7)].

COMPLAINT
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III.
Order defendants to pay civil penalties pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15
U.S.C. § 80b-9(e)].
JURY DEMAND
 The Commission hereby requests a trial by jury.

Dated:  February 1, 2022

/s/ Amy J. Longo
Amy J. Longo
Attorney for Plaintiff
Securities and Exchange Commission

COMPLAINT 1  

 

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JONATHAN S. POLISH (IL Bar No. 6237890) 
JEDEDIAH B. FORKNER (IL Bar No. 6299787) 
PRO HAC VICE APPLICATIONS PENDING 
175 W. Jackson Blvd., Suite 1450 
Chicago, Illinois 60604 
Email:  [email protected] 
Telephone: (312) 353-7390 
Facsimile:  (312) 886-8514 
 
LOCAL COUNSEL: 
AMY J. LONGO (Cal. Bar. No. 198304)  
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Email: [email protected] 
Telephone: (323) 965-3998 
Facsimile:  (213) 443-1904 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

SAFEGUARD METALS LLC AND 
JEFFREY S. SANTULAN, 

Defendants. 
 

 Case No. 
 
 
COMPLAINT 
 
 
DEMAND FOR JURY TRIAL 

 
 

 

 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 1 of 17   Page ID #:1



 

COMPLAINT 2  

 

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Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for 

its Complaint against Defendants Safeguard Metals LLC and Jeffrey S. Santulan, 

hereby alleges as follows: 

JURISDICTION AND VENUE 

1. The SEC brings this action pursuant to Sections 21(d) and 21(e) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§78u(d) and 78u(e)], 

and Section 209(d) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 

U.S.C. § 80b-9(d)]. 

2. This Court has jurisdiction over this action pursuant to Section 27 of the 

Exchange Act [15 U.S.C. § 78aa] and Section 214 of the Advisers Act [15 U.S.C. § 

80b-14], and 28 U.S.C. § 1331. 

3. Venue is proper in this Court pursuant to Section 27 of the Exchange Act 

[15 U.S.C. § 78aa] and Section 214 of the Advisers Act [15 U.S.C. § 80b-14]. Acts, 

practices and courses of business constituting violations alleged herein have occurred 

within the jurisdiction of the United States District Court for the Central District of 

California and elsewhere. 

4. Defendants directly and indirectly made use of the means and 

instrumentalities of interstate commerce and of the mails in connection with the acts, 

practices, and courses of business alleged herein, and will continue to do so unless 

enjoined. 

SUMMARY 

5. From December 2017 through at least July 2021, defendants Safeguard 

Metals LLC, a California-based company that sells precious metals coins to retail 

investors, and Jeffrey S. Santulan, its owner, acted as investment advisers and 

persuaded investors to sell their existing securities, transfer the proceeds into self-

directed Individual Retirement Accounts (“SDIRAs”), and invest the proceeds in gold 

and silver coins by making false and misleading statements about the safety and 

liquidity of the investors’ securities investments, Safeguard’s business, and its 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 2 of 17   Page ID #:2



 

COMPLAINT 3  

 

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compensation.   

6. Safeguard and Santulan targeted investors who were at or near 

retirement age through Safeguard’s website, through online advertisements on sites 

like Facebook and Google, and through direct calls.  Santulan had authority over 

Safeguard’s website, which during much of the relevant time period, falsely claimed 

that the company had $11 billion in assets under management and an office in 

London.  He also had authority over Safeguard’s LinkedIn page, which was 

connected to fake profiles of prominent individuals in the securities industry showing 

that they were associated with Safeguard. 

7. Guided by scripts, some of which were prepared by Santulan, Safeguard 

sales agents made false and misleading statements to investors about the purported 

risks associated with the investors’ existing securities holdings at investment banks 

and brokerage firms.  For example, Safeguard’s sales agents stated that a “Money 

Market Reform Law” allowed banks and brokerage firms to freeze retirement 

accounts in the event of a market downturn; that top financial experts in the United 

States were saying that another recession was coming very soon; and that when that 

happened, the investors’ accounts would be frozen and they would not be able to get 

any money out of their 401(k) plans or Individual Retirement Accounts (“IRAs”).  

These statements were misleading because, among other things, the law that 

Safeguard referenced applied only to money market funds in rare circumstances and 

could not result in an individual’s entire account being frozen.  

8. Safeguard and Santulan also misled investors about Safeguard’s 

commissions and markups on the coins.  Safeguard required investors to sign a 

“Precious Metals Shipping and Account Agreement” that was created by Santulan, 

and available on Safeguard’s website.  During the relevant period, the form stated 

that Safeguard’s “operating margin,” or mark up, was usually 4% to 23%, depending 

on the type of coin or metal purchased (and 5% to 33% starting around January 

2021).  In reality, Safeguard charged an average markup of approximately 64% on its 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 3 of 17   Page ID #:3



 

COMPLAINT 4  

 

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sales of silver coins, which constituted over 97% of the total coins it sold investors. 

9. Safeguard obtained approximately $67 million from the sale of coins to 

more than 450 mostly elderly, retail investors and kept approximately $25.5 million 

in markups on the price it paid to acquire the coins. 

10. The SEC brings this lawsuit to protect the investing public and to hold 

defendants accountable for their misconduct.  

DEFENDANTS 

11. Safeguard Metals LLC is a Wyoming Limited Liability Company with 

an office located in Woodland Hills, California.  

12. Jeffrey S. Santulan, age 41 is a resident of Tarzana, California.  He is the 

only member of Safeguard.  He owns 100% of the company.  Santulan controls 

Safeguard and its operations, and has exclusive authority over its business decisions. 

Santulan has used the pseudonym “Jeff Hill” while representing Safeguard to 

investors.  

FACTS 

13. Overview of Safeguard’s Fraud.  From the company’s inception in late 

2017 through at least July 2021 – which is referred to here as the “relevant period” – 

defendants engaged in a fraudulent scheme to induce investors to sell their existing 

securities and buy silver and gold coins from Safeguard.    

14. Safeguard and Santulan used high-pressure sales tactics and made 

materially false and misleading statements to investors who were at or near retirement 

age about the safety and liquidity of the investors’ current securities holdings, 

Safeguard’s business, and the markups Safeguard charged on the coins.  The goal was 

to convince the investors to liquidate their securities holdings and transfer their 

retirement money into a SDIRA with one of Safeguard’s preferred custodians to 

purchase and hold the coins.  Once the SDIRA was funded, Santulan caused 

Safeguard to buy gold and silver coins from a precious metals wholesaler and sell 

them to the investors at substantial, undisclosed markups. 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 4 of 17   Page ID #:4



 

COMPLAINT 5  

 

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15. At the beginning of the scheme, Santulan personally handled virtually all 

aspects of Safeguard’s business, including finding sales leads and contacting potential 

investors.  Later, Santulan hired a number of sales agents to contact potential 

investors for Safeguard.  Santulan drafted sales scripts for the sales agents to follow, 

provided training to certain of the sales agents, and established the commission rates 

to be paid to the sales agents.  Santulan continued to handle most other aspects of the 

business himself, including buying the coins from the wholesaler and setting the 

prices at which Safeguard sold the coins to investors.   

16. Safeguard and Santulan targeted investors who were 59 years and older.  

Many of the investors had limited investing experience in general, and virtually no 

experience investing in precious metals.  Safeguard’s sales agents – often using 

pseudonyms – called potential investors, many who had clicked on Safeguard’s 

online ads about “retirement funds being at risk.”   

17. Lies about Safeguard’s Business.  Throughout the scheme, Safeguard, 

Santulan, and the sales agents lied to investors about all aspects of Safeguard’s 

business –including its size, experience, services, employees, and sophistication – in 

order to induce them to sell their securities and invest in Safeguard’s coins.  Santulan 

knew or was reckless in not knowing that these statements were false and misleading. 

18. Safeguard held itself out as a full-service investment firm.  A sales script 

used by Safeguard’s sales agents falsely described Safeguard as “one of the largest 

wealth protection firms in North America.”  The sales agents described the company 

to potential investors as a “full service firm.”  Until sometime in 2020, Safeguard’s 

website falsely claimed that the company had $11 billion in assets under 

management, and that Safeguard maintained an office in London.  Safeguard’s sales 

agents also boasted to investors about its offices in New York, New York and 

Beverly Hills, California.  

19. None of that information was true.  Safeguard’s sole line of business was 

selling precious metal coins.  It only had one office – a small, leased space on the 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 5 of 17   Page ID #:5



 

COMPLAINT 6  

 

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third floor of a modest office building in Woodland Hills, California.   

20. Until sometime in 2020, Safeguard’s LinkedIn webpage connected to 

several fake profiles showing links between people in the securities industry and 

Safeguard.  For example, one LinkedIn entry falsely identified the president of a 

large, international investment bank as Safeguard’s CFO.  Another LinkedIn entry 

falsely identified the general counsel of a large, registered broker-dealer as 

Safeguard’s in-house attorney.  In reality, neither of those individuals had any 

relationship with Safeguard. 

21. Santulan was responsible for the creation of Safeguard’s website and 

LinkedIn page and had authority over them.  

22. Safeguard’s sales agents, in calls to potential investors, lied about their 

investment experience and qualifications.  For example, in a script provided to 

safeguard’s sales agents, an “opener” sales agent was directed to introduce a “closer” 

sales agent to the potential investor as a “senior representative [who] has been 

helping retirees/conservatives protect their wealth for over 17 years now, including 

back in ’08.  He actually specializes in 401k/IRAs and has far more expertise on your 

particular situation.”  None of Safeguard’s employees had experience remotely fitting 

that description.  Additionally, at least one Safeguard sales agent falsely represented 

to investors that he held a Financial Industry Regulatory Authority Series 7 securities 

license, even though he had never held any securities licenses. 

23. Misleading Statements about the Safety and Liquidity of the Investors’ 

Securities Holdings.  Safeguard made false and misleading statements to investors 

about the safety and liquidity of the investors’ securities holdings, and employed  

scare tactics to induce the investors to sell their existing securities holdings.  Santulan 

knew or was reckless in not knowing about this conduct, and about the false and 

misleading statements made to potential investors.    

24. Defendants supplied Safeguard’s sales agents with scripts to use during 

communications with investors, at least some of which were drafted by Santulan.  A 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 6 of 17   Page ID #:6



 

COMPLAINT 7  

 

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primary theme of Safeguard’s sales agents’ communications with investors was that 

investments in securities through traditional brokerage accounts were very risky, and 

that investors should protect their assets by moving their funds into an SDIRA.   

25. The Stock Market is Going to Crash.  Safeguard sales agents told 

investors that the United States was headed for a recession that would result in 

significant losses in their existing securities holdings.  One of Safeguard’s sales 

scripts directed the sales agents to say, among other things: 

(a) “The top financial echelons and economists in the US are saying this coming 

recession is going to be worse than 2008.”1     

(b) “They’re saying the last recession is going to be a walk in the park compared to 

what’s coming.” 

(c) “[Y]ou’re just going to get wiped out completely, like most people did in ’08.” 

(d) “[W]hy do you still have your life savings invested in the most expensive stock 

market of all time, in the 11th year of the most inflated bull market in US history?” 

(e) “You know what the definition of insanity is, right?  It’s doing the same thing 

over and over again expecting a different result. That’s exactly what you’re doing in 

the stock market.  You lost [amount] in the 2008 crash, and here you are about to lose 

it all again.” 

26. Retirement Funds will be Frozen.  Defendants and their agents also 

claimed that investors’ retirement money was at risk because Congress had recently 

passed a new, unpublicized law at the behest of “big banks” that gave the banks and 

brokerage firms the right to freeze retirement accounts in times of financial turmoil.  

27. Santulan led the charge on this front, sending an email to Safeguard’s 

sales agents, instructing them to forward an email to investors stating, among other 

things: “This applies to Fidelity along with all other major financial brokerages.  

They will freeze your accounts by instituting redemption gates to limit these funds 

                                           
1 The emphasized parts of the script in this complaint are as they appeared in Safeguard’s script for 
its sales force.  

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 7 of 17   Page ID #:7



 

COMPLAINT 8  

 

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vulnerability to heavy withdrawals, during a financial crisis, for their benefit . . . 

These are troubled times, financially and beyond . . . [t]he solution for many 

conservative investors . . . is a no-fee, no tax Self-Directed IRA . . . It puts you back 

in control because it cannot be leveraged, frozen or converted into a bond.”  The 

email concluded by directing investors to Safeguard’s website, stating:  “Our goal is 

to provide you with knowledgeable insight and help guide conservatives towards a 

successful and sound retirement.  At our website, SafeguardMetals.com we help 

retirees and those preparing for retirement protect their retirement accounts.” 

28. In addition, the Safeguard sales script instructed sales agents to say, 

among other things:  

(a) “[O]ne of the main concerns retirees have with their IRA/401ks is the passing 

of the Money Market Reform Act and whether or not they’re going to have access to 

their money at all!” 

(b) “You need to see the law that allows your brokerage to legally freeze your 

401k/IRA and how you can protect it.” 

(c) “So when … all the largest financial institutions in the US are saying you’re 

going to be frozen out of your retirement account, meaning you won’t have access to 

any of your money in your 401k/IRA, that’s not concerning to you?” 

(d) “So the top echelons of finance, Warren Buffet, Ray Dali, among others, are all 

predicting a liquidity freeze.  Meaning when the next stock market correction 

happens, your account will be frozen and you won’t be able to get any money out of 

your 401k/IRA.  Are you saying you’re smarter than the top echelons in finance?”  

29. In fact, there was no law that allowed banks and brokerage firms to 

freeze investors’ retirement accounts.  Nor were the “top echelons in finance” 

predicting that their accounts would be frozen.  In reality, the law referenced by 

Safeguard and its sales agents applied only to money market fund investments, and it 

allowed liquidity fees and redemption gates to be implemented for money market 

investments temporarily under certain, rare circumstances. 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 8 of 17   Page ID #:8



 

COMPLAINT 9  

 

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30. Securities Investments are Not Insured.  In calls and emails with 

potential investors, Safeguard told investors that their securities investments were not 

insured by the Federal Deposit Insurance Corporation.  What they did not tell 

investors was that the precious metal coins it sold investors also were not insured by 

the FDIC.  Nor did Safeguard tell them that, unlike the coins, many securities 

investments held at broker-dealers are insured by the Securities Investor Protection 

Corporation (“SIPC”).  According to SIPC’s public website, sipc.org, “SIPC protects 

against the loss of cash and securities – such as stocks and bonds – held by a 

customer at a financially-troubled SIPC-member brokerage firm.”  Safeguard’s coins 

were not insured by SIPC.  

31. Precious Metals Provide Protection.  After going through the list of 

purported risks associated with securities investments, Safeguard’s sales agents 

regularly told investors that owning precious metals acted as a hedge against the risks 

of owning securities.  They recommended that investors place up to 20% of their 

assets in physical precious metals.  However, contrary to these representations, 

Safeguard regularly invested 100% of the investors’ SDIRAs in gold and silver coins 

without regard to the investors’ other assets.  

32. Lies about How Safeguard Was Paid.  Safeguard and Santulan misled 

investors about the markups charged by Safeguard.   

33. Safeguard’s sales agents generally did not mention Safeguard’s markups 

to investors during their initial sales pitches.  Instead, the sales agents told investors 

that Safeguard would cover the recommended SDIRA custodian’s account fees and 

any storage fees associated with holding the coins for the first year.  Occasionally, 

investors asked Safeguard sales agents how Safeguard made its money.  On at least 

several occasions, certain Safeguard sales agents falsely told potential investors on 

recorded calls that the only way Safeguard made money was by taking a 1% 

commission when customers sold their coins.  In fact, as those sales agents knew, 

Safeguard paid sales agents a total commission of 8% to 10% (split between the 

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COMPLAINT 10  

 

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opener and the closer) of the total amount charged to investors when the coins were 

purchased.  

34. Safeguard’s website contained false information about the mark ups 

charged by Safeguard.  Each investor who purchased coins from Safeguard received 

and signed a copy of Safeguard’s “Precious Metals Shipping and Account 

Agreement,” which was created by Santulan and made available on Safeguard’s 

website during the relevant period.  Until at least late 2020, this agreement stated that 

Safeguard’s operating margin, which it defined as the difference between Safeguard’s 

approximate acquiring cost of the coins and the price the investors paid, was usually 

between 4% and 23%, depending on the type of coin sold.  Later, defendants changed 

the agreement to state that Safeguard’s “current” operating margin was usually 5% to 

33%.  Both statements were false. 

35. In fact, Safeguard was compensated through substantial markups on the 

price of the silver coins, which constituted over 97% of the total coins it sold 

investors during the relevant period.  Safeguard charged an average markup of 

approximately 64% on its sales of silver coins during the relevant period – with 

markups ranging from approximately 30% to over 100%.  The markups on silver 

coins averaged 71% prior to 2021, and 52% during 2021.   

36. Santulan purchased all of Safeguard’s coins from a precious metals 

wholesaler; determined the prices at which Safeguard sold the coins to investors; and 

knew or was reckless in not knowing that the markups greatly exceeded the operating 

margin listed in the “Precious Metals Shipping and Account Agreement” that he 

created, which appeared on Safeguard’s public website.  

37. Safeguard’s sales personnel, following Safeguard’s sales scripts, told 

investors that the account statements they would receive from their SDIRA 

custodians would reflect the “melt value” of their coins rather than the actual value. 

When investors questioned Safeguard about the values of their coins listed on their 

account statements, which were substantially lower than what the investors paid 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 10 of 17   Page ID #:10



 

COMPLAINT 11  

 

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Safeguard for the coins, Safeguard’s sales agents told them that the statements were 

inaccurate.  The actual value of the coins, Safeguard’s sales agents assured the 

investors, was far higher. 

38. Defendants did not disclose the actual markups on the coins to 

Safeguard’s investors.   

39. Defendants also did not disclose to investors that they paid Safeguard’s 

sales agents commissions of 8% to 10%. 

40. Safeguard and Santulan Acted as Investment Advisers. When 

persuading investors to sell their securities in order to invest in coins, Safeguard and 

Santulan acted as investment advisers.  

41. As discussed above, Safeguard engaged in the business of providing 

investment advice.  Its business model depended on sales personnel reaching out to 

investors on a daily basis to convince them to sell their securities.  Safeguard held 

itself out as a full service investment firm, touted alleged relationships with securities 

industry professionals, and received compensation from investors in the form of 

markups on the coins that it sold.  Safeguard’s sales agents, relying on the sales 

scripts and the on-the-job training they received from Santulan or others at Safeguard, 

convinced investors to sell their existing securities holdings by providing advice 

about the purported risks associated with their securities holdings; current and future 

market trends, including the likelihood of another recession; and appropriate asset 

allocation.   

42. Santulan also acted as an investment adviser.  Santulan founded 

Safeguard, owned 100% of the company, and had total control over the company’s 

operations.  Santulan devised Safeguard’s business strategy of targeting elderly 

investors to convince them to sell their securities and invest the proceeds in coins.  

Initially, Santulan personally handled all aspects of Safeguard’s business, including 

personally contacting investors.  Later, Santulan hired Safeguard’s sales agents, 

created Safeguard’s initial sales pitch, drafted certain sales scripts, and personally 

Case 2:22-cv-00693   Document 1   Filed 02/01/22   Page 11 of 17   Page ID #:11



 

COMPLAINT 12  

 

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trained some of Safeguard’s sales agents.  As Safeguard’s owner, Santulan received 

compensation in the form of the mark ups Safeguard charged on the coins it sold to 

investors. 

43. Safeguard also assisted investors with selling their existing securities.  

Once an investor agreed to invest with Safeguard, the Safeguard sales agent helped 

the investor  to complete the SDIRA application; to contact their broker-dealer or 

other asset custodian in order to initiate the liquidation of their current securities 

holdings; and to transfer funds to an SDIRA.  At times, Safeguard sales agents joined 

investors on these calls to their broker-dealers or other asset custodians.  Safeguard’s 

investors transferred cash into their new SDIRAs rather than transferring any existing 

investments.  Investors often sold mutual funds, annuities and other securities to raise 

the money to fund the SDIRA.  In almost all cases, the full amount of funds that were 

moved into the SDIRA were used to purchase coins from Safeguard.  

44. Defendants’ Gains.  During the relevant period, Safeguard obtained 

approximately $67 million from the sale of gold and silver coins to more than 450 

mostly elderly, retail investors.  Safeguard kept approximately $25.5 million of the 

approximately $67 million paid by investors for itself in the form of markups on the 

price Safeguard paid for the coins.   

FIRST CLAIM FOR RELIEF 

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

(Against Defendants Safeguard and Santulan) 

45. The SEC alleges and incorporates by reference paragraphs 1 through 44 

above. 

46. As more fully described in paragraphs 1 through 45 above, defendants 

Safeguard and Santulan, in connection with the purchase and sale of securities, by the 

use of the means and instrumentalities of interstate commerce and by the use of the 

mails, directly and indirectly:  used and employed devices, schemes and artifices to 

defraud; made untrue statements of material fact and omitted to state material facts 

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COMPLAINT 13  

 

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

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

business which operated or would have operated as a fraud and deceit upon 

purchasers and sellers and prospective purchasers and sellers of securities. 

47. Safeguard and Santulan knew, or were reckless in not knowing, of the 

facts and circumstances described in paragraphs 1 through 45 above. 

48. By reason of the foregoing, Safeguard and Santulan violated 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 

Violations of Advisers Act Sections 206(1) and 206(2) 

(Against Defendants Safeguard and Santulan) 

49. As more fully described in paragraphs 1 through 44 above, at all times 

alleged in this complaint, defendants Safeguard and Santulan, while acting as 

investment advisers, by use of the mails, and the means and instrumentalities of 

interstate commerce, directly or indirectly, knowingly, willfully or recklessly:  (i) 

employed devices, schemes or artifices to defraud its clients or prospective clients; 

and (ii) engaged in transactions, practices and courses of business which have 

operated as a fraud or deceit upon its clients or prospective clients. 

50. By reason of the foregoing, Safeguard and Santulan violated Sections 

206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].  

THIRD CLAIM FOR RELIEF 

Aiding & Abetting Violations of Section 10(b) of the Exchange Act, 

And Exchange Act Rule 10b-5 

(Against Defendant Santulan) 

51. The SEC alleges and incorporates by reference paragraphs 1 through 44 

above. 

52. Safeguard, in connection with the purchase and sale of securities, by the 

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COMPLAINT 14  

 

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use of the means and instrumentalities of interstate commerce and by the use of the 

mails, directly and indirectly:  used and employed devices, schemes and artifices to 

defraud; made untrue statements of material fact and omitted to state material facts 

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

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

business which operated or would have operated as a fraud and deceit upon 

purchasers and sellers and prospective purchasers and sellers of securities.  Safeguard 

knew, or was reckless in not knowing, of the facts and circumstances described in 

paragraphs 1 through 45 above. 

53. Santulan knowingly or recklessly provided substantial assistance to 

safeguard in its violation of Sections 10(b) of the Exchange Act and Rule 10b-5 

thereunder.  Santulan provided substantial assistance in the violations by, among 

other things, creating the scripts used by Safeguard’s sale agents; creating the account 

agreement that contained false information about Safeguard’s markups; and 

establishing the sales prices of the coins at a level that far exceeded the markups 

disclosed to investors.  Santulan knew or was reckless in not knowing that Safeguard 

was committing violations, and he had a role in furthering them.  

54. By engaging in the conduct described above, Santulan aided and abetted 

violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j (b)], and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5(a) and (c)]. 

FOURTH CLAIM FOR RELIEF 

Aiding & Abetting Violations of Advisers Act Sections 206(1) and 206(2)  

(against Defendant Santulan) 

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

44 above. 

56. As more fully described in paragraphs 1 through 44 above, at all times 

alleged in this complaint, defendant Safeguard, while acting as an investment adviser, 

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

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COMPLAINT 15  

 

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directly or indirectly, knowingly, willfully or recklessly:  (i) employed devices, 

schemes or artifices to defraud its clients or prospective clients; and (ii) engaged in 

transactions, practices and courses of business which have operated as a fraud or 

deceit upon its clients or prospective clients.  By reason of the foregoing, Safeguard 

has violated Sections 206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1) 

and 80b-6(2)]. 

57. Santulan knowingly or recklessly provided substantial assistance to 

Safeguard in its violation of Sections 10(b) of the Exchange Act and Rule 10b-5 

thereunder. 

58. By engaging in the conduct described above, Santulan aided and abetted 

violations of Sections 206(1) and 206(2) of the Advisers Act. [15 U.S.C. §§ 80b-6(1) 

and 80b-6(2)]. 

FIFTH CLAIM FOR RELIEF 

Control Person Liability for Violations of Section 10(b) of the Exchange Act and 

Exchange Act Rule 10b-5  

(against Defendant Santulan) 

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

44 above. 

60. Safeguard, in connection with the purchase and sale of securities, by the 

use of the means and instrumentalities of interstate commerce and by the use of the 

mails, directly and indirectly:  used and employed devices, schemes and artifices to 

defraud; made untrue statements of material fact and omitted to state material facts 

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

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

business which operated or would have operated as a fraud and deceit upon 

purchasers and sellers and prospective purchasers and sellers of securities. Safeguard 

knew, or was reckless in not knowing, of the facts and circumstances described in 

paragraphs 1 through 45 above. 

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COMPLAINT 16  

 

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61. When Safeguard violated Section 10(b) of the Exchange Act and Rule 

10b-5, Santulan directly or indirectly controlled Safeguard.  Santulan was therefore a 

“controlling person” within the meaning of Section 20(a) of the Exchange Act [15 

U.S.C. § 78t(a)] with regard to Safeguard. 

62. As alleged above, Santulan was a culpable participant in, and directly or 

indirectly induced the acts constituting Safeguard’s violations of the Exchange Act, 

and did not act in good faith. 

63. By reason of the foregoing, Santulan is jointly and severally liable with 

and to the same extent as Safeguard for its violations of Section 10(b) of the 

Exchange Act and Rule 10b-5 and, unless enjoined, will again act as a “controlling 

person” in connection with such violations. 

RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that this Court: 

I. 

Permanently enjoin defendants, their officers, agents, servants, employees, 

attorneys and those persons in active concert or participation with defendants who 

receive actual notice of the order of this Court, by personal service or otherwise, and 

each of them from, directly or indirectly, engaging in the transactions, acts, practices 

or courses of business described above, or in conduct of similar purport and object, in 

violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j] and Rule 10b-5 [17 

CFR § 240.10b-5] thereunder, and Sections 206(1) and 206(2) of the Advisers Act 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

II. 

Order defendants to disgorge the ill-gotten gains received because of the 

violations alleged in this Complaint, including prejudgment interest, pursuant to 

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

78u(d)(7)]. 

 

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COMPLAINT 17  

 

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III. 

Order defendants to pay civil penalties pursuant to Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15 

U.S.C. § 80b-9(e)].  

JURY DEMAND 

 The Commission hereby requests a trial by jury.  

 

Dated:  February 1, 2022  

 /s/ Amy J. Longo  
Amy J. Longo 
Attorney for Plaintiff 
Securities and Exchange Commission 
 

 
 

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