SEC v. Linh Thuy Le; and Trong Hoang Luu, No. 8:25-cv-02324, Central District of California (Nov. 19, 2025) — Complaint

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DANIEL O. BLAU (Cal. Bar No. 305008)
Email:  [email protected]
TAMAR M. BRAZ (Cal. Bar No. 264080)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Gary Y. Leung, Associate Director
Douglas M. Miller, Supervisory 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
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
LINH THUY LE and TRONG
HOANG LUU,
Defendants.
Case No.
 8 :25-cv-02324
COMPLAINT
P
laintiff 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 have, directly or indirectly, made use of the means or

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instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
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. In addition,
venue is proper in this district because Defendants Linh Thuy Le and Trong Hoang
Luu both reside in this district.
SUMMARY
4. This civil enforcement action concerns an offering fraud perpetrated
primarily against members of the Vietnamese and Latino communities in multiple
states by defendants Linh Thuy Le (“Le”) and her husband, Trong Hoang Luu
(“Luu”), through their companies Inventis Ventures, LLC (“Ventures”) and Inventis
Ventures Holding, Inc. (“Holdings”) (collectively “Inventis”). Between March 22,
2022, and November 2023, Le raised at least $26.5 million with Inventis from at least
1,400 people in an unregistered securities offering. The true amount raised by
defendants and the number of defrauded investors may be even higher due to many
investments and payments having been transacted in cash.
5. Le and Inventis lured investors with false promises of guaranteed returns
of either 15% per month or at least 360% per year, together with a return of principal
after one year, if they invested a minimum of $5,000. Le also falsely told investors
that Inventis would use their funds to invest in different “emerging projects” in its
“investment portfolio,” giving different investors inconsistent descriptions of the use
of funds and source of returns, varying from “real estate” and “health insurance
investments” to claims that she had access to an unnamed bank that provided 40%
returns. She falsely told many investors that the investments were “guaranteed,”
“safe,”   or “insured.”

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6. Le’s statements to investors were materially false and misleading
because, rather than use investor money to engage in legitimate business activity, Le
and Luu misappropriated the funds, spending investor monies for their personal
benefit, paying referral fees, and making Ponzi-like distribution payments to earlier
investors in an attempt to keep their scheme going.
7. Luu, who knew Le was making these false statements to investors,
facilitated and advanced the scheme by, among other things, signing more than 95%
of the checks issued by Inventis, including more than 96% of the checks used to make
approximately $16.5 million in Ponzi-like distribution payments to investors and to
make approximately $1.5 million in referral fee payments to individuals who found
new investors.
8. Like all Ponzi-like schemes, Inventis eventually collapsed and many of
the investors abruptly stopped receiving the interest payments they had been
promised and were never repaid their principal investment. Even then, Le continued
to make false and misleading statements to investors claiming that Inventis had to
stop making payments only because of “bank audits” and “banking compliance
issues.”
THE DEFENDANTS
9. Le, age 58, is a resident of Yorba Linda, California. Le runs both
Ventures and Holdings. Le is the CEO, CFO, Secretary, and Director of Ventures and
the Manager of Holdings. Le is a signatory to the bank accounts for Inventis and she
signed checks issued from three Holdings accounts. Le is licensed in the state of
California to sell life insurance.
10. Luu, age 59, is married to Le and they reside together in Yorba Linda,
California. Luu is a signatory to most of the bank accounts for Inventis. Luu was
previously employed by WMA Securities, Inc, from 1998 to 2002, and held Series 6,
26, and 63 licenses, which have all expired. Luu was suspended by the National
Association of Securities Dealers, Inc., in 2002 for failure to respond to requests for

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documents and/or information and for failure to take corrective action, and he was
ultimately barred from association with any NASD member.
RELATED ENTITIES
11. Ventures is a Utah limited liability company, with its principal place of
business in Tustin, CA. Ventures was formed in 2011 by a third party and was
transferred to Le and Luu in 2016. Le and Luu are listed as Ventures’s managers on
corporate documents. Ventures is owned and controlled by Le and Luu. Le and Luu
have signing authority over most of its bank accounts. Together with Holdings,
Ventures purports to engage in the business of “strategic assisted investment planning
with progressive repeatable return on investment.” Ventures has never been
registered with the SEC in any capacity and has not registered any offering of its
securities. Ventures’ registration with the Utah Secretary of State has lapsed, its bank
accounts are at zero balance, and its office is closed.
12. Holdings is a California corporation formed in 2022 by Le, with its
principal place of business in Tustin, California. Holdings is owned and controlled by
Le and Luu. Le and Luu have signing authority over its   bank accounts. Together with
Ventures, Holdings purports to engage in the business of “strategic assisted
investment planning with progressive repeatable return on investment.” Holdings has
never been registered with the SEC in any capacity and it has not registered any
offering of its securities. Holdings’ registration with the California Secretary of State
has lapsed, its bank accounts are at zero balance, and its office is closed.
13. Wow Win on Wealth (“Wow”) is a California corporation formed in
2022 by Le, with its principal place of business in Tustin, California. According to
corporate records, Le is the CEO and Director, and Luu is the CFO, Secretary, and
agent for service of process. Le and Luu are also signatories to its bank accounts.
Wow purported to offer loans that would generate upfront cash and be invested so
that it could provide monthly payments.

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THE ALLEGATIONS
A. Inventis and Le’s Solicitation of Investors
14. From at least March 2022 to November 2023, Le and Inventis, through
its employees and at Le’s direction, solicited investors in a variety of ways for their
fraudulent securities offering.
15. Prior to Inventis, Le and Luu ran a variety of businesses out of their
Tustin office, including insurance sales and sales of membership interests in Wow.
16. As part of Wow, Le told prospective clients that a portion of the loan
proceeds obtained through Wow would be invested to generate returns to cover the
loan payments and provide income.
17. Inventis was the vehicle in which a portion of the Wow loan proceeds
would be invested and which would, in turn, make investments to generate returns.
18. By around March 2022, Le decided to allow investors to invest directly
in Inventis without joining the Wow program, and Le and Luu began promoting
Inventis. By around June 2022, when the Wow loans failed to fund, Le substantially
pivoted to promoting Inventis instead of Wow.
19. Inventis was promoted on the website for Wow, and investors in Wow
were referred by Le and Wow employees to Inventis.
20. In some cases, Le personally met with potential investors in Inventis. In
some instances, those meetings took place at Le’s home.
21. Luu was present during at least some of Le’s investor meetings.
22. According to investors and employees present at those meetings, Luu
nodded approvingly when Le made representations about the use of funds and source
of returns, and did not make any corrections to those representations
23. By around December 2022, as the fraudulent securities offering
expanded, Le also recruited individuals in the Southern California Latino community
to work for Inventis and to make pitches to additional investors.
24. Le promised employees and certain investors referral fees if they

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brought new investments into Inventis.
25. The referral fee structure varied and was set at Le’s discretion, but the
most common payments were: (1) for employees who referred investors, a 5%
monthly fee on the amount invested for a period of one year and (2) for investors who
referred other investors, a 3% monthly fee on the amount invested.
26. Some investor presentations were conducted by Inventis employees.
According to Inventis employees, Le trained employees on what to say to prospective
investors.
27. Inventis employees and investors brought prospective investors to the
Inventis office for presentations, which were conducted in Spanish, English, and
Vietnamese.
28. Prospective investors would arrive at the company office where, in some
cases, they were greeted with the sight of current investors lining up to collect
envelopes representing their monthly earnings.
29. Inventis employees, in accordance with Le’s directions, encouraged
prospective investors to invest that day and to pay in cash, leading many investors to
sign contracts after the presentations.
30. Although later investors primarily spoke to Inventis employees, Le
continued to meet directly with high dollar investors and investors that “looked
professional” to pitch the Inventis investment.
31. Individual investments generally ranged from $5,000 to $300,000. Many
investors were later solicited to make additional investments or to rollover their
purported earnings from prior investments into new investments.
32. Inventis, Le, and the employees she trained failed to take any steps to
verify the accredited status of the investors they solicited and, as a result, many
unaccredited investors invested in Inventis.
33. Investments in Inventis were memorialized in investment agreements
signed by either Le or by an Inventis employee that Le specifically authorized to sign

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on her behalf.
34. The Inventis investor agreements generally stated that “in Consideration
of the Lender loaning certain monies to the Company, as a form of JVA (Joint
Venture Arrangement) this agreement is extended with the explicit purpose of the
Company investing in different emerging projects in its investment portfolio.” They
further set forth the amount of the funds to be loaned by the Inventis investor, as well
as an agreed rate of investment return over a fixed term, with the principal amount
loaned to be repaid in full at the defined term’s end.
B. Le and Luu’s Roles at Inventis
35. Le is the CEO, CFO, Secretary, and Director of Ventures, and the
manager of Holdings and played a key role in the Inventis offering.
36. As set forth herein, Le made representations directly to investors and
told employees what representations to make to investors regarding the terms of the
Inventis investment and the source of its returns.
37. Le signed multiple investor agreements on the company’s behalf.
38. As the “head boss” of Inventis, Le controlled the hiring, firing, and
compensation of employees and managed the day-to -day functions of the office.
39. Le was a signatory to the companies’ bank accounts, signed checks
issued from three Holdings accounts, handled investor funds, and deposited investor
funds in the bank.
40. Luu also played an important role at Inventis. Luu had control over
Inventis’s bank accounts. He signed nearly all of the checks issued by Inventis to
investors. He sat in the largest office, and he attended at least some investor meetings
and employee trainings where Le described the offering, where he nodded along
approvingly and without offering any corrections. Luu monitored cameras, with
audio, that were installed all over the company office.
C. The Inventis Securities Offering Was Fraudulent
41. When raising at least $26.5 million with Inventis from at least 1,400

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investors from March 2022 to November 2023, Le made materially false and
misleading statements to investors about the use of their funds, the source of their
investment returns, the return of their capital, and the safety of their investments; and
Le and Luu engaged in a scheme to defraud by disseminating deceptive statements,
misappropriating investor funds, making Ponzi-like payments, and lulling investors
into believing their investments remained secure, even after their scheme had begun
to collapse.
1. Le’s Materially False and Misleading Statements
a. Le’s representations about the terms of the investment in
Inventis
42. Le made promises to investors and trained employees to make promises
to investors about the terms of their investment in Inventis.
43. Le and the employees she trained made these promises during in-person
conversations and during presentations held on multiple occasions between
November 2021 and November 2023, typically at Inventis’s offices in Tustin,
California.
44. The promise at the core of the Inventis scheme, which Le and her
employees pitched to investors, was that, for a minimum investment of $5,000 in
Inventis, investors would receive returns of either 15% paid monthly or at least 360%
paid after one year, together with a return of principal after one year.
45. The investment agreements between investors and Ventures echoed
these promises, referring to investors as “lenders” and stating that the company
“agrees to repay the Lender” in one of two ways as selected by the investor: a 15%
rate in “monthly return consideration” or, depending on the agreement, either “a
single premium to the Lender a 360% combined return as a Balloon payment at the
end of the term of 12 months”   or “a 15% rate compounded monthly in a 1 year term .
. . [a]t the end of 12 months,”   which is effectively a 435% annual rate of return.
46. The investment agreements also stated that the agreement could be

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renewed at the end of the term.
47. One investor asked why the investment was described in the agreements
as a loan, and Le told him that it was “illegal to pay 15% returns.”
48. Le and her employees also promised investors the returns were
“guaranteed,”   “safe,”   or “insured.”
b. Le’s representations about the use of investors’ funds
49. When investors asked about the specific use of the funds raised by
Inventis, Le and her employees, at Le’s direction, gave investors a variety of
explanations.
50. One investor was told that it would be used for “building and
construction,” another was told that funds were used for “commercial real estate,”
another was told that there was a “private company that would fund Le,” another was
told “startups,” another was told “investments in other countries,” and yet another
was told that the funds would be put into “health insurance investments with the
government.”
51. Le also led several investors and employees to believe that she had a
relationship with an unnamed bank that was providing her with sufficient returns to
make the payments.
52. For example, Le told one investor that if Le “gave a bank $100,000 that
could be leveraged for $1 million,” another investor that a friend “gave Le a bank”
that did investments in other countries, an employee that Inventis invested in a
“Native American Bank,”   and multiple investors that she had access to a bank that
provided 40% returns, of which 20% went to Le, 5% went to referral fees, and 15%
went to investors.
53. The Wow website described Inventis as a business engaged in “strategic
assisted investment planning with progressive repeatable return on investment.”
54. The “Inventis Ventures LLC Contract Agreement” provided to investors
and signed on behalf of Inventis by Le, or employees that Le authorized to sign on

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her behalf, stated that “in Consideration of the Lender loaning certain monies to the
Company, as a form of JVA (Joint Venture Arrangement) this agreement is extended
with the explicit purpose of the Company investing in different emerging projects in
its investment portfolio.”
55. At other times, Le directed her employees to tell people that the specific
use of funds by Inventis did not matter because the funds were “guaranteed” and
“safe.”
56. Based on these and other representations, investors understood that
Inventis would use investor money to generate returns for them.
57. These representations about the source of returns were made on multiple
occasions between November 2021 and November 2023, typically at Inventis’s
offices in Tustin, California.
58. For example, in or around April 2022, Le and an employee told Investor
A that if Investor A invested in Inventis, Investor A would receive 15% monthly
returns and a return of principal at the end of one year.
59. Le and the employee told Investor A that Inventis had access to a bank
with a “trading license”   with the government that provided 40% returns, of which
15% would go to the investor, 5% would be paid as a referral fee, and 20% would go
to Inventis.
60. Le and the employee also told Investor A that the returns were
guaranteed.
61. In another example, in or around November 2021, Investor B met with
Le in the Tustin office.  During the meeting, Le told Investor B that if Investor B
invested a minimum of $5,000 in Inventis, Investor B would receive 15% monthly
returns and a return of principal at the end of the year.
62. Le also promised Investor B that the principal was guaranteed because it
was insured.
63. Le told Investor B that Inventis was able to generate returns because it

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had investments in different projects, including commercial real estate, construction
financing, and insurance.  She also told Investor B that she had access to a bank that
would pay 40% returns, which enabled her to pay the 15% returns.
64. Similarly, on or around November 27, 2023, Investor C met with Le in
the Tustin office.  During the meeting, Le told Investor C that if Investor C invested
in Inventis, Investor C would receive 15% monthly returns and a return of principal at
the end of the year.
65. Le told Investor C that Inventis would use their funds in health insurance
investments with the government.  She also told Investor C that she received 25%
returns from these investments, which enabled her to pay the 15% returns.  She told
Investor C, “Trust me”, “all will be okay,” and “this is not a scam.”
c. Le’s representations about the terms of their investment and
the source of their investment returns were false and misleading
66. The representations that Le made, and trained employees to make, to
investors regarding the terms of their investments in Inventis and the sources of the
returns on their investments were false and misleading.
67. Le’s representations about the source of investors’ returns were false and
misleading because investor funds were in fact used to pay returns to other investors,
referral fees, and for Le and Luu’s personal benefit.
68. Le’s representations about the terms of an investment in Inventis – high
monthly or annual investment gains in combination with a return of their invested
principal – were false and misleading because investors did not receive either their
promised returns or return of capital after the scheme collapsed.
69. Le’s representations that investor funds were guaranteed and safe were
false and misleading because in light of the foregoing, an investment in Inventis was
neither guaranteed nor safe.
d. Le’s false and misleading representations were material
70. Le’s and Inventis employees’ representations about the sources of

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returns were material. That is, they were important to investors in deciding whether to
invest in Inventis.
71. Le’s and Inventis employees’ representations about the terms of the
investment in Inventis were material. That is, they were important to investors in
deciding whether to invest in Inventis.
72. Le’s and Inventis employees’ representations about the safety of the
investment in Inventis were material. That is, they were important to investors in
deciding whether to invest in Inventis.
2. Le and Luu Engaged in a Scheme to Defraud
73. Le and Luu engaged in a course of conduct to deceive Inventis investors.
74. As alleged above, Le made and disseminated false and misleading
statements to investors about the use of their funds, the source of their promised
investment returns, and the safety of their investments.
75. Apart from Le’s false and misleading statements to investors, Le and
Luu engaged in further deceptive acts in furtherance of their scheme.  Contrary to
Le’s representations to investors, Inventis used the money that it raised from
investors to make distributions to earlier investors, to pay referral fees for recruiting
investors, and for Le and Luu’s personal benefit.
76. Rather than running a legitimate business focused on investing in
“different emerging projects,” Inventis was a Ponzi-like scheme.
77. Inventis raised at least $26.5 million from at least 1,400 investors from
at least 12 states.
78. Inventis distributed approximately $16.5 million to investors in
purported returns on their investments, and approximately $1.5 million to Inventis
employees and others as referral fees, resulting in at least $8.5 million net investor
funds received.
79. Luu signed more than 95% of the checks issued from Inventis’s bank
accounts, including 96% of the checks used to make Ponzi-like interest payments to

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investors and to pay referral fees for finding investors, together totaling over $18
million.
80. Rather than running a legitimate business focused on investing in
“different emerging projects,” Le and Luu misappropriated investor funds.
81. For example, with respect to investor funds being used for Le and Luu’s
personal benefit, bank records show that Luu transferred approximately $4.7 million
to entities controlled by Le and Luu, approximately $1 million net to their personal
accounts, and more than $880,000 net to purchase real estate and pay mortgages.
82. Employees also reported that, during the period when the Inventis
scheme was underway, Le catered monthly parties at restaurants and described travel
to Dubai with Luu where she posted photos of limousines, luxury meals, and
paintings that she had purchased, which she claimed were worth more than $20,000.
Le spent $12,000 on “tour fares” in October 2023.
83. These amounts do not include all of the funds Inventis received from
investors in the form of cash or all of the cash payments for distributions, referral
fees, and to Le and Luu personally.
D. The Inventis Scheme Collapses
84. The Inventis scheme collapsed in or about September 2023, when the
checks issued to investors started bouncing, and Inventis eventually stopped making
payments altogether.
85. As Inventis collapsed, Le and Luu misappropriated substantial amounts
of money from Inventis’ bank accounts for their personal use rather than use those
funds to pay investors or make investments for the benefit of investors.
86. On October 20, 2023, a wire transfer was made that moved $679,913.28
from an Inventis account to an account Le and Luu controlled in the name of TBD
Miracles Production (“TBD”). On November 16, 2023, another $350,000 moved
from Inventis to TBD. Over the course of December 2023 and January 2024, over
$1,000,000 of these funds were moved to other accounts controlled by Le and Luu,

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including to Wow Construction ($500,000) and the Luu Le Family Trust
(approximately $300,000).
87. During this time, even though Inventis was no longer making regular
distributions, Le and Luu directed employees to continue to sign investors up to new
contracts.
88. For example, Le met with an investor in her home on or about
November 1, 2023, where she promised the investor monthly returns and encouraged
him to invest $200,000.
89. According to bank records, Inventis received over 130 additional
investments from September 2023 to November 2023, raising almost $4.4 million.
90. Le and Inventis employees, at Le’s direction, made false and misleading
statements to investors and engaged in other deceptive acts to lull investors into
thinking they would recoup their funds.
91. For example, Le and Inventis employees, at Le’s direction, told investors
that “bank audits” and “banking compliance issues” caused Inventis to cease
payments and restructure, and that with additional time Inventis would resume the
program and pay people back.
92. Inventis then pivoted to directing investors to other schemes so that they
could recover the funds previously invested in Inventis.
93. First, beginning in or around November 2023, Le directed investors to
open and fund an account at Apex Bank, a purported “sovereign bank,” to recover
their funds. The Georgia Department of Banking and Finance had already issued an
order in September 2023 mandating that Apex Bank cease and desist conducting
business as a bank because it had never been registered as a bank.
94. Next, when a group of investors met Le and Luu at their home, both Le
and Luu told those investors that, in order for them to receive the funds they were
promised under the Inventis scheme, those investors had to open and fund accounts
with Trage Technologies, Ltd. (“Trage”), a digital asset scheme. Luu told an investor

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that the investor would only receive the promised Inventis payments to the Trage
account if the investor did not withdraw funds from that account. Trage was later
charged with being an unregistered offering and fraud by the California Department
of Financial Protection and Innovation in violation of California Corporations Code
Sections 25110 and 25401, and by the Texas State Securities Board for violations of
Texas Securities Act Sections 4003.001 and 4004.051.
95. At another point, Inventis advertised a different digital asset scheme
involving “USDT,” a stable coin, that would purportedly provide 36% returns.
96. Le also told employees that she was immune from prosecution, and
threatened that if investors pursued legal action or complained to law enforcement
they would not receive their money back.
E. The Inventis Securities Offering was Unregistered
1. Because the Inventis agreements are investment contracts, they are
securities
97. Investors invested money in Inventis.
98. Investors’ investments were in a common enterprise. Specifically,
investor funds were pooled in Inventis accounts and returns were awarded in
proportion to investment amount. Moreover, the investment was promoted as one in
which the investors’ fortunes were tied to the promoters’ fortunes: Le told at least
some investors that she had access to a bank that generated 40% returns, which, in
turn allowed her to keep 20%, pay investors 15%, and pay referral fees of 5%.
99. Investors were dependent on Inventis to deploy investor monies in a
manner that would be mutually beneficial. Le and Inventis were to perform all of the
services necessary for the generation of returns for entirely passive investors.
100. Because the Inventis agreements are investment contracts, they are
securities.
2. Because the Inventis agreements are notes, they are securities
101. The investment agreements at issue are written promises by one party to

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pay principal and interest to another party and, therefore, fall within the ordinary
meaning of notes.
102. The investors were primarily motivated by the generation of profits, and
Le and employees at her direction represented that investor funds would be used for
business enterprises. Investors and employees expected to receive monthly interest
payments of 15% or 20% or, alternatively, at least 360% in interest paid after a year,
high rates of return that far exceed the rates available on loans or traditional
investments. Le told investors that she would use their funds to invest in various
business ventures that would ostensibly generate sufficient returns to pay the
promised rates of return.
103. Le, through Inventis, marketed, offered and sold the contracts to
hundreds of investors across at least 12 states, with no restrictions on assignment or
transfer of the notes. Investors were also provided form documents and had no
opportunity to negotiate terms.
104. A reasonable member of the investing public would consider the notes to
be an investment, given that the agreements were marketed as high return
opportunities, investors stated that they viewed the funds as investments, and the
contracts stated that the loans were for the “explicit purpose of the Company
investing in different emerging projects.”
105. The agreements were not collateralized or insured and there is no other
risk-reducing factor, such as another regulatory scheme, that would render the
application of the securities laws unnecessary.
3. The Inventis securities offering was unregistered
106. The offering of Inventis securities was not registered with the SEC and
did not qualify for any exemption from registration.
107. Le and Inventis offered and sold the securities through interstate
commerce to investors in multiple states.
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by promoting Inventis on the Wow website and through referrals from investors and
employees to anyone in the community, ultimately reaching over 1,400 investors
across multiple states, all or some of whom had no pre-existing substantive
relationship with Le or Luu.
109. The Inventis securities offering far exceeded $10 million.
110. Inventis did not provide, and investors had no access to, audited
financial statements or other information that registration would have required.
F. Le and Luu Acted with Scienter and Negligently
111. Le and Luu acted with scienter in carrying out the scheme to defraud
and, for Le, in making the false and misleading statements to investors.  Le and Luu
also acted negligently in carrying out this scheme and, for Le, in making the false and
misleading statements.  That is, Le and Luu failed to exercise the level of care that a
reasonable person would have exercised under the same circumstances.
112. Le and Luu’s scienter and failure to act reasonably under the
circumstances is demonstrated, in part, by the following:
(a) Le acted with scienter, or at a minimum, was deliberately and
consciously reckless. She made false and misleading statements to investors
regarding the terms of the investment, the use of funds by Inventis, the source of
returns, and the safety of investment. She signed agreements with investors making
false and misleading statements regarding the terms of the investment, the use of
funds by Inventis, and the source of returns. She instructed Inventis employees to
make false and misleading statements regarding the terms of the investment, the use
of funds by Inventis, the source of returns, and the safety of investment. She
continued to make these false and misleading statements after Inventis was no longer
able to make payments to investors. She personally benefitted by receiving investor
funds to her and Luu’s bank accounts and using investor monies to fund the purchase
of properties.
(b) Luu acted with scienter, or at a minimum, was deliberately and

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consciously reckless. He was present while Le made false statements to investors, and
he monitored camera feeds showing interactions between employees and investors.
He controlled Inventis’s bank accounts, he received and handled investor funds,
directed misuse of new investor funds to pay previous investors, and personally
benefitted by transferring investor funds to his and Le’s bank accounts and using
investor monies to fund the purchase of properties.
G. Le and Luu Obtained Money and Property as a Result of the Scheme
113. Le and Luu obtained money and property as a result of the Inventis
schemes.
114. Le and Luu transferred approximately $4.7 million, net, of Inventis
funds to entities controlled by them.
115. Le and Luu transferred approximately $1 million, net, of Inventis funds
to their personal accounts.
116. Le and Luu used more than $880,000, net, of Inventis funds to purchase
real estate and pay for mortgages.
117. These amounts do not include all of the funds Inventis received from
investors in the form of cash or all of the cash payments for distributions, referral
fees, and to Le and Luu personally.
FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(against Defendant Le)
118. The SEC realleges and incorporates by reference paragraphs 1 through
117 above.
119. In connection with the purchase or sale of securities, Le made   material
misstatements, false statements, and omissions to investors. Le made numerous false
and misleading statements both in the investment agreements at issue and the oral
statements she made or directed during the securities offering, including: Statements

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in the agreements that Inventis would use the funds to “invest in different emerging
projects in its investment portfolio” and verbal statements describing the use of funds
for various investments, when in fact the funds were used to pay investor returns,
referral fees, and for her personal benefit; written and oral promises that Inventis
would pay monthly returns of 15% or annual returns of at least 360% and a return of
capital at the end of one year when, in reality, after the scheme collapsed, investors
did not receive either their returns or the return of capital; and verbal statements that
investor funds were guaranteed and safe when, in reality the funds were neither
guaranteed nor safe.
120. In connection with the purchase or sale of securities, Le engaged in a
course of conduct to deceive investors. Le made and disseminated false and
misleading statements about the use of funds, the source of the returns, and the safety
of the investments. Le was a signatory to the bank accounts, made payments out of
three accounts, handled investor funds and took money to the bank together with Luu,
and played a role in the Ponzi-like payments, passing the payments off as returns on
investment when, in fact, they were payments of other investor’s capital. Le furthered
the scheme by lulling investors into feeling their investments were secure after the
initial investments were made and after the scheme collapsed, reassuring investors
that she would pay their promised returns and referring them to various schemes that
would allegedly allow them to recoup the funds they had invested in Inventis.
121. By engaging in the conduct described above, Defendant Le, directly or
indirectly, in connection with the purchase or sale of a security, by the use of means
or instrumentalities of interstate commerce, of the mails, or of the facilities of a
national securities exchange:  (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; and (c) engaged in acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other

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persons. In doing so, Defendant Le acted with scienter.
122. By engaging in the conduct described above, Defendant Le violated, and
unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) thereunder, 17
C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c).
SECOND 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(a) and (c)
(against Defendant Luu)
123. The SEC realleges and incorporates by reference paragraphs 1 through
122 above.
124. In connection with the purchase or sale of securities, Luu engaged in a
scheme to defraud investors by controlling the bank accounts of Inventis and signing
more than 95% of the checks issued by Inventis, including thousands of checks for
the Ponzi-like distribution payments which had the effect of falsely confirming Le’s
assertions that Inventis was a successful business, and by engaging in lulling
activities together with Le, including personally and falsely claiming that investors
would receive their payments due under the Inventis scheme by funding Trage
accounts.
125. By engaging in the conduct described above, Defendant Luu, 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; and (b) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon other persons. In doing so, Defendant Luu
acted with scienter.
126. By engaging in the conduct described above, Defendant Luu violated,
and unless restrained and enjoined will continue to violate, Section 10(b) of the

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Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and 10b-5(c) thereunder, 17
C.F.R. §§ 240.10b-5(a) & 240.10b-5(c).
THIRD CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(against Defendant Le)
127. The SEC realleges and incorporates by reference paragraphs 1 through
126 above.
128. In connection with the offer or sale of securities, Le made material
misstatements, false statements, and omissions to investors. Le made numerous false
and misleading statements both in the investment agreements at issue and the oral
statements she made or directed during the securities offering, including: Statements
in the agreements that Inventis would use the funds to “invest in different emerging
projects in its investment portfolio” and verbal statements describing the use of funds
for various investments, when in fact the funds were used to pay investor returns,
referral fees, and for her personal benefit; written and oral promises that Inventis
would pay monthly returns of 15% or annual returns of at least 360% and a return of
capital at the end of one year when, in reality, after the scheme collapsed, investors
did not receive either their returns or the return of capital; and verbal statements that
investor funds were guaranteed and safe when, in reality the funds were neither
guaranteed nor safe.
129. In connection with the offer or sale of securities, Le engaged in a course
of conduct to deceive investors. Le made and disseminated false and misleading
statements about the use of funds, the source of the returns, and the safety of the
investments. Le misappropriated investor funds to make Ponzi-like payments and
spent them for her personal benefit. Le was a signatory to the bank accounts, signed
checks for payments out of three accounts, handled investor funds and took money to
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payments off as returns on investment when, in fact, they were payments of other
investors’ capital. Le furthered the scheme by lulling investors into feeling their
investments were secure after the initial investments were made and after the scheme
collapsed, reassuring investors that she would pay their promised returns and
referring them to various schemes that would allegedly allow them to recoup the
funds they had invested in Inventis.
130. By engaging in the conduct described above, Defendant Le, directly or
indirectly, in the offer or sale of securities, and by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails
directly or indirectly: (a) employed devices, schemes, or artifices to defraud; (b)
obtained money or property by means of untrue statements of a material fact or by
omitting to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (c)
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser. In doing so, Defendant Le acted with
scienter.
131. By engaging in the conduct described above, Defendant Le violated, and
unless restrained and enjoined will continue to violate, Sections 17(a)(1), 17(a)(2),
and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1), 77q(a)(2), & 77q(a)(3).
FOURTH CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a)(1) and (3) of the Securities Act
(against Defendant Luu)
132. The SEC realleges and incorporates by reference paragraphs 1 through
131 above.
133. In connection with the offer or sale of securities, Luu engaged in a
scheme to defraud investors by controlling the bank accounts of Inventis and writing
more than 95% of the checks issued by Inventis, including those for the Ponzi-like

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distribution payments which had the effect of falsely confirming Le’s assertions that
Inventis was a successful business, and by engaging in lulling activities together with
Le, including personally and falsely claiming that investors would receive their
payments by funding Trage accounts.
134. By engaging in the conduct described above, Defendant Luu, directly or
indirectly, in the offer or sale of securities, and by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails
directly or indirectly:  (a) employed devices, schemes, or artifices to defraud; and (b)
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser. In doing so, Defendant Luu acted
with scienter and his conduct was unreasonable and therefore negligent
135. By engaging in the conduct described above, Defendant Luu violated,
and unless restrained and enjoined will continue to violate, Sections 17(a)(1) and
17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3).
FIFTH CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(against Defendant Le)
136. The SEC realleges and incorporates by reference paragraphs 1 through
135 above.
137. The Inventis contracts were securities that Le and Inventis offered and
sold through interstate commerce to investors in multiple states while no registration
statement was filed or in effect with the SEC pursuant to the Securities Act with
respect to the offer of the securities, and no exemption from registration existed with
respect to the securities or offer.
138. Le was a necessary participant and a substantial factor in Inventis’s offer
and sale of the unregistered security. She was described as the “head boss”, she made
representations to investors about the investment, she trained employees on what to

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say to investors, she signed contracts evidencing the investments, and she controlled
the hiring, firing, and compensation of employees.
139. By engaging in the conduct described above, Defendant Le, directly or
indirectly, singly and in concert with others, has made use of the means or
instruments of transportation or communication in interstate commerce, or of the
mails, to offer to sell or to sell securities, or carried or caused to be carried through
the mails or in interstate commerce, by means or instruments of transportation,
securities for the purpose of sale or for delivery after sale, when no registration
statement had been filed or was in effect as to such securities, and when no
exemption from registration was applicable.
140. By engaging in the conduct described above, Defendant Le has violated,
and unless restrained and enjoined, is reasonably likely to continue to violate,
Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c).
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:
(a) permanently enjoining Le, and her 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 Sections 5(a) and 5(c) of the Securities
Act [15 U.S.C. §§ 77e(a), 77e(c)];
(b) permanently enjoining Le, and her officers, agents, servants,
employees and attorneys, and those persons in active concert or participation with

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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)] or 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];
(c) permanently enjoining Luu, and his 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)(1) and (3) of the Securities
Act [15 U.S.C. §§ 77q(a)(1), 77q(a)(3)], and Section 10(b) of the Exchange Act [15
U.S.C. §§ 78j(b)] and Rule 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a)
and (c)]; and
(d) permanently enjoining Le, and her 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 directly or indirectly, including but not limited to,
through any entity owned or controlled by Le, participating in the issuance, purchase,
offer, or sale of any security, provided, however, that such injunction shall not
prevent her from purchasing or selling securities for her own personal account.
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. §
78u(d)(3)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and

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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: October 15, 2025
 /s/ Daniel Blau
Daniel Blau
Tamar Braz
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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DANIEL O. BLAU (Cal. Bar No. 305008) 
Email:  [email protected] 
TAMAR M. BRAZ (Cal. Bar No. 264080) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Gary Y. Leung, Associate Director 
Douglas M. Miller, Supervisory 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 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

LINH THUY LE and TRONG 
HOANG LUU, 

Defendants. 

Case No. 8:25-cv-02324 

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

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

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

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. In addition, 

venue is proper in this district because Defendants Linh Thuy Le and Trong Hoang 

Luu both reside in this district. 

SUMMARY 

4. This civil enforcement action concerns an offering fraud perpetrated 

primarily against members of the Vietnamese and Latino communities in multiple 

states by defendants Linh Thuy Le (“Le”) and her husband, Trong Hoang Luu 

(“Luu”), through their companies Inventis Ventures, LLC (“Ventures”) and Inventis 

Ventures Holding, Inc. (“Holdings”) (collectively “Inventis”). Between March 22, 

2022, and November 2023, Le raised at least $26.5 million with Inventis from at least 

1,400 people in an unregistered securities offering. The true amount raised by 

defendants and the number of defrauded investors may be even higher due to many 

investments and payments having been transacted in cash. 

5. Le and Inventis lured investors with false promises of guaranteed returns 

of either 15% per month or at least 360% per year, together with a return of principal 

after one year, if they invested a minimum of $5,000. Le also falsely told investors 

that Inventis would use their funds to invest in different “emerging projects” in its 

“investment portfolio,” giving different investors inconsistent descriptions of the use 

of funds and source of returns, varying from “real estate” and “health insurance 

investments” to claims that she had access to an unnamed bank that provided 40% 

returns. She falsely told many investors that the investments were “guaranteed,” 

“safe,” or “insured.” 

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6. Le’s statements to investors were materially false and misleading 

because, rather than use investor money to engage in legitimate business activity, Le 

and Luu misappropriated the funds, spending investor monies for their personal 

benefit, paying referral fees, and making Ponzi-like distribution payments to earlier 

investors in an attempt to keep their scheme going.  

7. Luu, who knew Le was making these false statements to investors, 

facilitated and advanced the scheme by, among other things, signing more than 95% 

of the checks issued by Inventis, including more than 96% of the checks used to make 

approximately $16.5 million in Ponzi-like distribution payments to investors and to 

make approximately $1.5 million in referral fee payments to individuals who found 

new investors. 

8. Like all Ponzi-like schemes, Inventis eventually collapsed and many of 

the investors abruptly stopped receiving the interest payments they had been 

promised and were never repaid their principal investment. Even then, Le continued 

to make false and misleading statements to investors claiming that Inventis had to 

stop making payments only because of “bank audits” and “banking compliance 

issues.”  

THE DEFENDANTS 

9. Le, age 58, is a resident of Yorba Linda, California. Le runs both 

Ventures and Holdings. Le is the CEO, CFO, Secretary, and Director of Ventures and 

the Manager of Holdings. Le is a signatory to the bank accounts for Inventis and she 

signed checks issued from three Holdings accounts. Le is licensed in the state of 

California to sell life insurance. 

10. Luu, age 59, is married to Le and they reside together in Yorba Linda, 

California. Luu is a signatory to most of the bank accounts for Inventis. Luu was 

previously employed by WMA Securities, Inc, from 1998 to 2002, and held Series 6, 

26, and 63 licenses, which have all expired. Luu was suspended by the National 

Association of Securities Dealers, Inc., in 2002 for failure to respond to requests for 

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documents and/or information and for failure to take corrective action, and he was 

ultimately barred from association with any NASD member.   

RELATED ENTITIES 

11. Ventures is a Utah limited liability company, with its principal place of 

business in Tustin, CA. Ventures was formed in 2011 by a third party and was 

transferred to Le and Luu in 2016. Le and Luu are listed as Ventures’s managers on 

corporate documents. Ventures is owned and controlled by Le and Luu. Le and Luu 

have signing authority over most of its bank accounts. Together with Holdings, 

Ventures purports to engage in the business of “strategic assisted investment planning 

with progressive repeatable return on investment.” Ventures has never been 

registered with the SEC in any capacity and has not registered any offering of its 

securities. Ventures’ registration with the Utah Secretary of State has lapsed, its bank 

accounts are at zero balance, and its office is closed. 

12. Holdings is a California corporation formed in 2022 by Le, with its 

principal place of business in Tustin, California. Holdings is owned and controlled by 

Le and Luu. Le and Luu have signing authority over its bank accounts. Together with 

Ventures, Holdings purports to engage in the business of “strategic assisted 

investment planning with progressive repeatable return on investment.” Holdings has 

never been registered with the SEC in any capacity and it has not registered any 

offering of its securities. Holdings’ registration with the California Secretary of State 

has lapsed, its bank accounts are at zero balance, and its office is closed.   

13. Wow Win on Wealth (“Wow”) is a California corporation formed in 

2022 by Le, with its principal place of business in Tustin, California. According to 

corporate records, Le is the CEO and Director, and Luu is the CFO, Secretary, and 

agent for service of process. Le and Luu are also signatories to its bank accounts. 

Wow purported to offer loans that would generate upfront cash and be invested so 

that it could provide monthly payments.  

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COMPLAINT 5  
 

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THE ALLEGATIONS 

A. Inventis and Le’s Solicitation of Investors 

14. From at least March 2022 to November 2023, Le and Inventis, through 

its employees and at Le’s direction, solicited investors in a variety of ways for their 

fraudulent securities offering.   

15. Prior to Inventis, Le and Luu ran a variety of businesses out of their 

Tustin office, including insurance sales and sales of membership interests in Wow.  

16. As part of Wow, Le told prospective clients that a portion of the loan 

proceeds obtained through Wow would be invested to generate returns to cover the 

loan payments and provide income.  

17. Inventis was the vehicle in which a portion of the Wow loan proceeds 

would be invested and which would, in turn, make investments to generate returns. 

18. By around March 2022, Le decided to allow investors to invest directly 

in Inventis without joining the Wow program, and Le and Luu began promoting 

Inventis. By around June 2022, when the Wow loans failed to fund, Le substantially 

pivoted to promoting Inventis instead of Wow. 

19. Inventis was promoted on the website for Wow, and investors in Wow 

were referred by Le and Wow employees to Inventis. 

20. In some cases, Le personally met with potential investors in Inventis. In 

some instances, those meetings took place at Le’s home.   

21. Luu was present during at least some of Le’s investor meetings. 

22. According to investors and employees present at those meetings, Luu 

nodded approvingly when Le made representations about the use of funds and source 

of returns, and did not make any corrections to those representations 

23. By around December 2022, as the fraudulent securities offering 

expanded, Le also recruited individuals in the Southern California Latino community 

to work for Inventis and to make pitches to additional investors.  

24. Le promised employees and certain investors referral fees if they 

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COMPLAINT 6  
 

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brought new investments into Inventis.  

25. The referral fee structure varied and was set at Le’s discretion, but the 

most common payments were: (1) for employees who referred investors, a 5% 

monthly fee on the amount invested for a period of one year and (2) for investors who 

referred other investors, a 3% monthly fee on the amount invested.   

26. Some investor presentations were conducted by Inventis employees. 

According to Inventis employees, Le trained employees on what to say to prospective 

investors.  

27. Inventis employees and investors brought prospective investors to the 

Inventis office for presentations, which were conducted in Spanish, English, and 

Vietnamese.   

28. Prospective investors would arrive at the company office where, in some 

cases, they were greeted with the sight of current investors lining up to collect 

envelopes representing their monthly earnings.  

29. Inventis employees, in accordance with Le’s directions, encouraged 

prospective investors to invest that day and to pay in cash, leading many investors to 

sign contracts after the presentations.   

30. Although later investors primarily spoke to Inventis employees, Le 

continued to meet directly with high dollar investors and investors that “looked 

professional” to pitch the Inventis investment.  

31. Individual investments generally ranged from $5,000 to $300,000. Many 

investors were later solicited to make additional investments or to rollover their 

purported earnings from prior investments into new investments.  

32. Inventis, Le, and the employees she trained failed to take any steps to 

verify the accredited status of the investors they solicited and, as a result, many 

unaccredited investors invested in Inventis.  

33. Investments in Inventis were memorialized in investment agreements 

signed by either Le or by an Inventis employee that Le specifically authorized to sign 

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COMPLAINT 7  
 

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on her behalf.  

34. The Inventis investor agreements generally stated that “in Consideration 

of the Lender loaning certain monies to the Company, as a form of JVA (Joint 

Venture Arrangement) this agreement is extended with the explicit purpose of the 

Company investing in different emerging projects in its investment portfolio.” They 

further set forth the amount of the funds to be loaned by the Inventis investor, as well 

as an agreed rate of investment return over a fixed term, with the principal amount 

loaned to be repaid in full at the defined term’s end.  

B. Le and Luu’s Roles at Inventis 

35. Le is the CEO, CFO, Secretary, and Director of Ventures, and the 

manager of Holdings and played a key role in the Inventis offering.  

36. As set forth herein, Le made representations directly to investors and 

told employees what representations to make to investors regarding the terms of the 

Inventis investment and the source of its returns.   

37. Le signed multiple investor agreements on the company’s behalf.  

38. As the “head boss” of Inventis, Le controlled the hiring, firing, and 

compensation of employees and managed the day-to-day functions of the office.  

39. Le was a signatory to the companies’ bank accounts, signed checks 

issued from three Holdings accounts, handled investor funds, and deposited investor 

funds in the bank.  

40. Luu also played an important role at Inventis. Luu had control over 

Inventis’s bank accounts. He signed nearly all of the checks issued by Inventis to 

investors. He sat in the largest office, and he attended at least some investor meetings 

and employee trainings where Le described the offering, where he nodded along 

approvingly and without offering any corrections. Luu monitored cameras, with 

audio, that were installed all over the company office.  

C. The Inventis Securities Offering Was Fraudulent 

41. When raising at least $26.5 million with Inventis from at least 1,400 

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COMPLAINT 8  
 

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investors from March 2022 to November 2023, Le made materially false and 

misleading statements to investors about the use of their funds, the source of their 

investment returns, the return of their capital, and the safety of their investments; and 

Le and Luu engaged in a scheme to defraud by disseminating deceptive statements, 

misappropriating investor funds, making Ponzi-like payments, and lulling investors 

into believing their investments remained secure, even after their scheme had begun 

to collapse.  

1. Le’s Materially False and Misleading Statements  

a. Le’s representations about the terms of the investment in 

Inventis 

42. Le made promises to investors and trained employees to make promises 

to investors about the terms of their investment in Inventis.   

43. Le and the employees she trained made these promises during in-person 

conversations and during presentations held on multiple occasions between 

November 2021 and November 2023, typically at Inventis’s offices in Tustin, 

California. 

44. The promise at the core of the Inventis scheme, which Le and her 

employees pitched to investors, was that, for a minimum investment of $5,000 in 

Inventis, investors would receive returns of either 15% paid monthly or at least 360% 

paid after one year, together with a return of principal after one year.   

45. The investment agreements between investors and Ventures echoed 

these promises, referring to investors as “lenders” and stating that the company 

“agrees to repay the Lender” in one of two ways as selected by the investor: a 15% 

rate in “monthly return consideration” or, depending on the agreement, either “a 

single premium to the Lender a 360% combined return as a Balloon payment at the 

end of the term of 12 months” or “a 15% rate compounded monthly in a 1 year term . 

. . [a]t the end of 12 months,” which is effectively a 435% annual rate of return. 

46. The investment agreements also stated that the agreement could be 

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COMPLAINT 9  
 

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renewed at the end of the term. 

47. One investor asked why the investment was described in the agreements 

as a loan, and Le told him that it was “illegal to pay 15% returns.”   

48. Le and her employees also promised investors the returns were 

“guaranteed,” “safe,” or “insured.” 

b. Le’s representations about the use of investors’ funds 

49. When investors asked about the specific use of the funds raised by 

Inventis, Le and her employees, at Le’s direction, gave investors a variety of 

explanations. 

50. One investor was told that it would be used for “building and 

construction,” another was told that funds were used for “commercial real estate,” 

another was told that there was a “private company that would fund Le,” another was 

told “startups,” another was told “investments in other countries,” and yet another 

was told that the funds would be put into “health insurance investments with the 

government.”   

51. Le also led several investors and employees to believe that she had a 

relationship with an unnamed bank that was providing her with sufficient returns to 

make the payments.  

52. For example, Le told one investor that if Le “gave a bank $100,000 that 

could be leveraged for $1 million,” another investor that a friend “gave Le a bank” 

that did investments in other countries, an employee that Inventis invested in a 

“Native American Bank,” and multiple investors that she had access to a bank that 

provided 40% returns, of which 20% went to Le, 5% went to referral fees, and 15% 

went to investors.  

53. The Wow website described Inventis as a business engaged in “strategic 

assisted investment planning with progressive repeatable return on investment.”  

54. The “Inventis Ventures LLC Contract Agreement” provided to investors 

and signed on behalf of Inventis by Le, or employees that Le authorized to sign on 

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COMPLAINT 10  
 

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her behalf, stated that “in Consideration of the Lender loaning certain monies to the 

Company, as a form of JVA (Joint Venture Arrangement) this agreement is extended 

with the explicit purpose of the Company investing in different emerging projects in 

its investment portfolio.”  

55. At other times, Le directed her employees to tell people that the specific 

use of funds by Inventis did not matter because the funds were “guaranteed” and 

“safe.”   

56. Based on these and other representations, investors understood that 

Inventis would use investor money to generate returns for them. 

57. These representations about the source of returns were made on multiple 

occasions between November 2021 and November 2023, typically at Inventis’s 

offices in Tustin, California. 

58. For example, in or around April 2022, Le and an employee told Investor 

A that if Investor A invested in Inventis, Investor A would receive 15% monthly 

returns and a return of principal at the end of one year.  

59. Le and the employee told Investor A that Inventis had access to a bank 

with a “trading license” with the government that provided 40% returns, of which 

15% would go to the investor, 5% would be paid as a referral fee, and 20% would go 

to Inventis.  

60. Le and the employee also told Investor A that the returns were 

guaranteed.    

61. In another example, in or around November 2021, Investor B met with 

Le in the Tustin office.  During the meeting, Le told Investor B that if Investor B 

invested a minimum of $5,000 in Inventis, Investor B would receive 15% monthly 

returns and a return of principal at the end of the year.   

62. Le also promised Investor B that the principal was guaranteed because it 

was insured.  

63. Le told Investor B that Inventis was able to generate returns because it 

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COMPLAINT 11  
 

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had investments in different projects, including commercial real estate, construction 

financing, and insurance.  She also told Investor B that she had access to a bank that 

would pay 40% returns, which enabled her to pay the 15% returns.   

64. Similarly, on or around November 27, 2023, Investor C met with Le in 

the Tustin office.  During the meeting, Le told Investor C that if Investor C invested 

in Inventis, Investor C would receive 15% monthly returns and a return of principal at 

the end of the year.   

65. Le told Investor C that Inventis would use their funds in health insurance 

investments with the government.  She also told Investor C that she received 25% 

returns from these investments, which enabled her to pay the 15% returns.  She told 

Investor C, “Trust me”, “all will be okay,” and “this is not a scam.” 

c. Le’s representations about the terms of their investment and 

the source of their investment returns were false and misleading 

66. The representations that Le made, and trained employees to make, to 

investors regarding the terms of their investments in Inventis and the sources of the 

returns on their investments were false and misleading. 

67. Le’s representations about the source of investors’ returns were false and 

misleading because investor funds were in fact used to pay returns to other investors, 

referral fees, and for Le and Luu’s personal benefit.  

68. Le’s representations about the terms of an investment in Inventis – high 

monthly or annual investment gains in combination with a return of their invested 

principal – were false and misleading because investors did not receive either their 

promised returns or return of capital after the scheme collapsed. 

69. Le’s representations that investor funds were guaranteed and safe were 

false and misleading because in light of the foregoing, an investment in Inventis was 

neither guaranteed nor safe. 

d. Le’s false and misleading representations were material 

70. Le’s and Inventis employees’ representations about the sources of 

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COMPLAINT 12  
 

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returns were material. That is, they were important to investors in deciding whether to 

invest in Inventis. 

71. Le’s and Inventis employees’ representations about the terms of the 

investment in Inventis were material. That is, they were important to investors in 

deciding whether to invest in Inventis. 

72. Le’s and Inventis employees’ representations about the safety of the 

investment in Inventis were material. That is, they were important to investors in 

deciding whether to invest in Inventis.  

2. Le and Luu Engaged in a Scheme to Defraud 

73. Le and Luu engaged in a course of conduct to deceive Inventis investors.   

74. As alleged above, Le made and disseminated false and misleading 

statements to investors about the use of their funds, the source of their promised 

investment returns, and the safety of their investments.  

75. Apart from Le’s false and misleading statements to investors, Le and 

Luu engaged in further deceptive acts in furtherance of their scheme.  Contrary to 

Le’s representations to investors, Inventis used the money that it raised from 

investors to make distributions to earlier investors, to pay referral fees for recruiting 

investors, and for Le and Luu’s personal benefit. 

76. Rather than running a legitimate business focused on investing in 

“different emerging projects,” Inventis was a Ponzi-like scheme. 

77. Inventis raised at least $26.5 million from at least 1,400 investors from 

at least 12 states. 

78. Inventis distributed approximately $16.5 million to investors in 

purported returns on their investments, and approximately $1.5 million to Inventis 

employees and others as referral fees, resulting in at least $8.5 million net investor 

funds received.  

79. Luu signed more than 95% of the checks issued from Inventis’s bank 

accounts, including 96% of the checks used to make Ponzi-like interest payments to 

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COMPLAINT 13  
 

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investors and to pay referral fees for finding investors, together totaling over $18 

million. 

80. Rather than running a legitimate business focused on investing in 

“different emerging projects,” Le and Luu misappropriated investor funds. 

81. For example, with respect to investor funds being used for Le and Luu’s 

personal benefit, bank records show that Luu transferred approximately $4.7 million 

to entities controlled by Le and Luu, approximately $1 million net to their personal 

accounts, and more than $880,000 net to purchase real estate and pay mortgages.  

82. Employees also reported that, during the period when the Inventis 

scheme was underway, Le catered monthly parties at restaurants and described travel 

to Dubai with Luu where she posted photos of limousines, luxury meals, and 

paintings that she had purchased, which she claimed were worth more than $20,000. 

Le spent $12,000 on “tour fares” in October 2023. 

83. These amounts do not include all of the funds Inventis received from 

investors in the form of cash or all of the cash payments for distributions, referral 

fees, and to Le and Luu personally. 

D. The Inventis Scheme Collapses 

84. The Inventis scheme collapsed in or about September 2023, when the 

checks issued to investors started bouncing, and Inventis eventually stopped making 

payments altogether.   

85. As Inventis collapsed, Le and Luu misappropriated substantial amounts 

of money from Inventis’ bank accounts for their personal use rather than use those 

funds to pay investors or make investments for the benefit of investors. 

86. On October 20, 2023, a wire transfer was made that moved $679,913.28 

from an Inventis account to an account Le and Luu controlled in the name of TBD 

Miracles Production (“TBD”). On November 16, 2023, another $350,000 moved 

from Inventis to TBD. Over the course of December 2023 and January 2024, over 

$1,000,000 of these funds were moved to other accounts controlled by Le and Luu, 

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COMPLAINT 14  
 

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including to Wow Construction ($500,000) and the Luu Le Family Trust 

(approximately $300,000). 

87. During this time, even though Inventis was no longer making regular 

distributions, Le and Luu directed employees to continue to sign investors up to new 

contracts.  

88. For example, Le met with an investor in her home on or about 

November 1, 2023, where she promised the investor monthly returns and encouraged 

him to invest $200,000.  

89. According to bank records, Inventis received over 130 additional 

investments from September 2023 to November 2023, raising almost $4.4 million.    

90. Le and Inventis employees, at Le’s direction, made false and misleading 

statements to investors and engaged in other deceptive acts to lull investors into 

thinking they would recoup their funds. 

91. For example, Le and Inventis employees, at Le’s direction, told investors 

that “bank audits” and “banking compliance issues” caused Inventis to cease 

payments and restructure, and that with additional time Inventis would resume the 

program and pay people back.  

92. Inventis then pivoted to directing investors to other schemes so that they 

could recover the funds previously invested in Inventis.  

93. First, beginning in or around November 2023, Le directed investors to 

open and fund an account at Apex Bank, a purported “sovereign bank,” to recover 

their funds. The Georgia Department of Banking and Finance had already issued an 

order in September 2023 mandating that Apex Bank cease and desist conducting 

business as a bank because it had never been registered as a bank. 

94. Next, when a group of investors met Le and Luu at their home, both Le 

and Luu told those investors that, in order for them to receive the funds they were 

promised under the Inventis scheme, those investors had to open and fund accounts 

with Trage Technologies, Ltd. (“Trage”), a digital asset scheme. Luu told an investor 

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COMPLAINT 15  
 

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that the investor would only receive the promised Inventis payments to the Trage 

account if the investor did not withdraw funds from that account. Trage was later 

charged with being an unregistered offering and fraud by the California Department 

of Financial Protection and Innovation in violation of California Corporations Code 

Sections 25110 and 25401, and by the Texas State Securities Board for violations of 

Texas Securities Act Sections 4003.001 and 4004.051.  

95. At another point, Inventis advertised a different digital asset scheme 

involving “USDT,” a stable coin, that would purportedly provide 36% returns.  

96. Le also told employees that she was immune from prosecution, and 

threatened that if investors pursued legal action or complained to law enforcement 

they would not receive their money back.  

E. The Inventis Securities Offering was Unregistered 

1. Because the Inventis agreements are investment contracts, they are 

securities 

97. Investors invested money in Inventis.   

98. Investors’ investments were in a common enterprise. Specifically, 

investor funds were pooled in Inventis accounts and returns were awarded in 

proportion to investment amount. Moreover, the investment was promoted as one in 

which the investors’ fortunes were tied to the promoters’ fortunes: Le told at least 

some investors that she had access to a bank that generated 40% returns, which, in 

turn allowed her to keep 20%, pay investors 15%, and pay referral fees of 5%.   

99. Investors were dependent on Inventis to deploy investor monies in a 

manner that would be mutually beneficial. Le and Inventis were to perform all of the 

services necessary for the generation of returns for entirely passive investors.   

100. Because the Inventis agreements are investment contracts, they are 

securities. 

2. Because the Inventis agreements are notes, they are securities 

101. The investment agreements at issue are written promises by one party to 

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COMPLAINT 16  
 

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pay principal and interest to another party and, therefore, fall within the ordinary 

meaning of notes.   

102. The investors were primarily motivated by the generation of profits, and 

Le and employees at her direction represented that investor funds would be used for 

business enterprises. Investors and employees expected to receive monthly interest 

payments of 15% or 20% or, alternatively, at least 360% in interest paid after a year, 

high rates of return that far exceed the rates available on loans or traditional 

investments. Le told investors that she would use their funds to invest in various 

business ventures that would ostensibly generate sufficient returns to pay the 

promised rates of return.  

103. Le, through Inventis, marketed, offered and sold the contracts to 

hundreds of investors across at least 12 states, with no restrictions on assignment or 

transfer of the notes. Investors were also provided form documents and had no 

opportunity to negotiate terms.   

104. A reasonable member of the investing public would consider the notes to 

be an investment, given that the agreements were marketed as high return 

opportunities, investors stated that they viewed the funds as investments, and the 

contracts stated that the loans were for the “explicit purpose of the Company 

investing in different emerging projects.”  

105. The agreements were not collateralized or insured and there is no other 

risk-reducing factor, such as another regulatory scheme, that would render the 

application of the securities laws unnecessary.   

3. The Inventis securities offering was unregistered 

106. The offering of Inventis securities was not registered with the SEC and 

did not qualify for any exemption from registration. 

107. Le and Inventis offered and sold the securities through interstate 

commerce to investors in multiple states.   

108. Le and Inventis offered and sold securities through general solicitation 

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COMPLAINT 17  
 

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by promoting Inventis on the Wow website and through referrals from investors and 

employees to anyone in the community, ultimately reaching over 1,400 investors 

across multiple states, all or some of whom had no pre-existing substantive 

relationship with Le or Luu.   

109. The Inventis securities offering far exceeded $10 million.   

110. Inventis did not provide, and investors had no access to, audited 

financial statements or other information that registration would have required.   

F. Le and Luu Acted with Scienter and Negligently 

111. Le and Luu acted with scienter in carrying out the scheme to defraud 

and, for Le, in making the false and misleading statements to investors.  Le and Luu 

also acted negligently in carrying out this scheme and, for Le, in making the false and 

misleading statements.  That is, Le and Luu failed to exercise the level of care that a 

reasonable person would have exercised under the same circumstances.   

112. Le and Luu’s scienter and failure to act reasonably under the 

circumstances is demonstrated, in part, by the following:  

(a) Le acted with scienter, or at a minimum, was deliberately and 

consciously reckless. She made false and misleading statements to investors 

regarding the terms of the investment, the use of funds by Inventis, the source of 

returns, and the safety of investment. She signed agreements with investors making 

false and misleading statements regarding the terms of the investment, the use of 

funds by Inventis, and the source of returns. She instructed Inventis employees to 

make false and misleading statements regarding the terms of the investment, the use 

of funds by Inventis, the source of returns, and the safety of investment. She 

continued to make these false and misleading statements after Inventis was no longer 

able to make payments to investors. She personally benefitted by receiving investor 

funds to her and Luu’s bank accounts and using investor monies to fund the purchase 

of properties. 

(b) Luu acted with scienter, or at a minimum, was deliberately and 

Case 8:25-cv-02324     Document 1     Filed 10/15/25     Page 17 of 26   Page ID #:17



 

COMPLAINT 18  
 

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consciously reckless. He was present while Le made false statements to investors, and 

he monitored camera feeds showing interactions between employees and investors.  

He controlled Inventis’s bank accounts, he received and handled investor funds, 

directed misuse of new investor funds to pay previous investors, and personally 

benefitted by transferring investor funds to his and Le’s bank accounts and using 

investor monies to fund the purchase of properties. 

G. Le and Luu Obtained Money and Property as a Result of the Scheme 

113. Le and Luu obtained money and property as a result of the Inventis 

schemes. 

114. Le and Luu transferred approximately $4.7 million, net, of Inventis 

funds to entities controlled by them. 

115. Le and Luu transferred approximately $1 million, net, of Inventis funds 

to their personal accounts. 

116. Le and Luu used more than $880,000, net, of Inventis funds to purchase 

real estate and pay for mortgages.  

117. These amounts do not include all of the funds Inventis received from 

investors in the form of cash or all of the cash payments for distributions, referral 

fees, and to Le and Luu personally. 

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase and Sale of Securities 

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

(against Defendant Le) 

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

117 above. 

119. In connection with the purchase or sale of securities, Le made material 

misstatements, false statements, and omissions to investors. Le made numerous false 

and misleading statements both in the investment agreements at issue and the oral 

statements she made or directed during the securities offering, including: Statements 

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COMPLAINT 19  
 

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in the agreements that Inventis would use the funds to “invest in different emerging 

projects in its investment portfolio” and verbal statements describing the use of funds 

for various investments, when in fact the funds were used to pay investor returns, 

referral fees, and for her personal benefit; written and oral promises that Inventis 

would pay monthly returns of 15% or annual returns of at least 360% and a return of 

capital at the end of one year when, in reality, after the scheme collapsed, investors 

did not receive either their returns or the return of capital; and verbal statements that 

investor funds were guaranteed and safe when, in reality the funds were neither 

guaranteed nor safe.  

120. In connection with the purchase or sale of securities, Le engaged in a 

course of conduct to deceive investors. Le made and disseminated false and 

misleading statements about the use of funds, the source of the returns, and the safety 

of the investments. Le was a signatory to the bank accounts, made payments out of 

three accounts, handled investor funds and took money to the bank together with Luu, 

and played a role in the Ponzi-like payments, passing the payments off as returns on 

investment when, in fact, they were payments of other investor’s capital. Le furthered 

the scheme by lulling investors into feeling their investments were secure after the 

initial investments were made and after the scheme collapsed, reassuring investors 

that she would pay their promised returns and referring them to various schemes that 

would allegedly allow them to recoup the funds they had invested in Inventis.  

121. By engaging in the conduct described above, Defendant Le, directly or 

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

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

national securities exchange:  (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; and (c) engaged in acts, practices, or 

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

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COMPLAINT 20  
 

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persons. In doing so, Defendant Le acted with scienter. 

122. By engaging in the conduct described above, Defendant Le violated, and 

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

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

C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c). 

SECOND 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(a) and (c) 

(against Defendant Luu) 

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

122 above. 

124. In connection with the purchase or sale of securities, Luu engaged in a 

scheme to defraud investors by controlling the bank accounts of Inventis and signing 

more than 95% of the checks issued by Inventis, including thousands of checks for 

the Ponzi-like distribution payments which had the effect of falsely confirming Le’s 

assertions that Inventis was a successful business, and by engaging in lulling 

activities together with Le, including personally and falsely claiming that investors 

would receive their payments due under the Inventis scheme by funding Trage 

accounts. 

125. By engaging in the conduct described above, Defendant Luu, 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; and (b) engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons. In doing so, Defendant Luu 

acted with scienter. 

126. By engaging in the conduct described above, Defendant Luu violated, 

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

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COMPLAINT 21  
 

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

C.F.R. §§ 240.10b-5(a) & 240.10b-5(c). 

THIRD CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(against Defendant Le) 

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

126 above. 

128. In connection with the offer or sale of securities, Le made material 

misstatements, false statements, and omissions to investors. Le made numerous false 

and misleading statements both in the investment agreements at issue and the oral 

statements she made or directed during the securities offering, including: Statements 

in the agreements that Inventis would use the funds to “invest in different emerging 

projects in its investment portfolio” and verbal statements describing the use of funds 

for various investments, when in fact the funds were used to pay investor returns, 

referral fees, and for her personal benefit; written and oral promises that Inventis 

would pay monthly returns of 15% or annual returns of at least 360% and a return of 

capital at the end of one year when, in reality, after the scheme collapsed, investors 

did not receive either their returns or the return of capital; and verbal statements that 

investor funds were guaranteed and safe when, in reality the funds were neither 

guaranteed nor safe.  

129. In connection with the offer or sale of securities, Le engaged in a course 

of conduct to deceive investors. Le made and disseminated false and misleading 

statements about the use of funds, the source of the returns, and the safety of the 

investments. Le misappropriated investor funds to make Ponzi-like payments and 

spent them for her personal benefit. Le was a signatory to the bank accounts, signed 

checks for payments out of three accounts, handled investor funds and took money to 

the bank together with Luu, and played a role in the Ponzi-like payments, passing the 

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COMPLAINT 22  
 

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payments off as returns on investment when, in fact, they were payments of other 

investors’ capital. Le furthered the scheme by lulling investors into feeling their 

investments were secure after the initial investments were made and after the scheme 

collapsed, reassuring investors that she would pay their promised returns and 

referring them to various schemes that would allegedly allow them to recoup the 

funds they had invested in Inventis.  

130. By engaging in the conduct described above, Defendant Le, directly or 

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

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

directly or indirectly: (a) employed devices, schemes, or artifices to defraud; (b) 

obtained money or property by means of untrue statements of a material fact or by 

omitting to state a material fact necessary in order to make the statements made, in 

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

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. In doing so, Defendant Le acted with 

scienter. 

131. By engaging in the conduct described above, Defendant Le violated, and 

unless restrained and enjoined will continue to violate, Sections 17(a)(1), 17(a)(2), 

and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1), 77q(a)(2), & 77q(a)(3). 

FOURTH CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a)(1) and (3) of the Securities Act 

(against Defendant Luu) 

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

131 above. 

133. In connection with the offer or sale of securities, Luu engaged in a 

scheme to defraud investors by controlling the bank accounts of Inventis and writing 

more than 95% of the checks issued by Inventis, including those for the Ponzi-like 

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COMPLAINT 23  
 

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distribution payments which had the effect of falsely confirming Le’s assertions that 

Inventis was a successful business, and by engaging in lulling activities together with 

Le, including personally and falsely claiming that investors would receive their 

payments by funding Trage accounts. 

134. By engaging in the conduct described above, Defendant Luu, directly or 

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

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

directly or indirectly:  (a) employed devices, schemes, or artifices to defraud; and (b) 

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. In doing so, Defendant Luu acted 

with scienter and his conduct was unreasonable and therefore negligent 

135. By engaging in the conduct described above, Defendant Luu violated, 

and unless restrained and enjoined will continue to violate, Sections 17(a)(1) and 

17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3). 

FIFTH CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(against Defendant Le) 

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

135 above. 

137. The Inventis contracts were securities that Le and Inventis offered and 

sold through interstate commerce to investors in multiple states while no registration 

statement was filed or in effect with the SEC pursuant to the Securities Act with 

respect to the offer of the securities, and no exemption from registration existed with 

respect to the securities or offer.  

138. Le was a necessary participant and a substantial factor in Inventis’s offer 

and sale of the unregistered security. She was described as the “head boss”, she made 

representations to investors about the investment, she trained employees on what to 

Case 8:25-cv-02324     Document 1     Filed 10/15/25     Page 23 of 26   Page ID #:23



 

COMPLAINT 24  
 

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say to investors, she signed contracts evidencing the investments, and she controlled 

the hiring, firing, and compensation of employees.   

139. By engaging in the conduct described above, Defendant Le, directly or 

indirectly, singly and in concert with others, has made use of the means or 

instruments of transportation or communication in interstate commerce, or of the 

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

the mails or in interstate commerce, by means or instruments of transportation, 

securities for the purpose of sale or for delivery after sale, when no registration 

statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

140. By engaging in the conduct described above, Defendant Le has violated, 

and unless restrained and enjoined, is reasonably likely to continue to violate, 

Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c). 

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: 

(a) permanently enjoining Le, and her 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 Sections 5(a) and 5(c) of the Securities 

Act [15 U.S.C. §§ 77e(a), 77e(c)]; 

(b) permanently enjoining Le, and her officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

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COMPLAINT 25  
 

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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)] or 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]; 

(c) permanently enjoining Luu, and his 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)(1) and (3) of the Securities 

Act [15 U.S.C. §§ 77q(a)(1), 77q(a)(3)], and Section 10(b) of the Exchange Act [15 

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

and (c)]; and 

(d) permanently enjoining Le, and her 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 directly or indirectly, including but not limited to, 

through any entity owned or controlled by Le, participating in the issuance, purchase, 

offer, or sale of any security, provided, however, that such injunction shall not 

prevent her from purchasing or selling securities for her own personal account. 

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. § 

78u(d)(3)]. 

V. 

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

Case 8:25-cv-02324     Document 1     Filed 10/15/25     Page 25 of 26   Page ID #:25



 

COMPLAINT 26  
 

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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: October 15, 2025  
 /s/ Daniel Blau   

Daniel Blau 
Tamar Braz 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

 

Case 8:25-cv-02324     Document 1     Filed 10/15/25     Page 26 of 26   Page ID #:26


	A. Inventis and Le’s Solicitation of Investors
	B. Le and Luu’s Roles at Inventis
	C. The Inventis Securities Offering Was Fraudulent
	1. Le’s Materially False and Misleading Statements
	a. Le’s representations about the terms of the investment in Inventis
	b. Le’s representations about the use of investors’ funds
	c. Le’s representations about the terms of their investment and the source of their investment returns were false and misleading
	d. Le’s false and misleading representations were material

	2. Le and Luu Engaged in a Scheme to Defraud

	D. The Inventis Scheme Collapses
	E. The Inventis Securities Offering was Unregistered
	1. Because the Inventis agreements are investment contracts, they are securities
	2. Because the Inventis agreements are notes, they are securities
	3. The Inventis securities offering was unregistered

	F. Le and Luu Acted with Scienter and Negligently
	(a) Le acted with scienter, or at a minimum, was deliberately and consciously reckless. She made false and misleading statements to investors regarding the terms of the investment, the use of funds by Inventis, the source of returns, and the safety of...
	(b) Luu acted with scienter, or at a minimum, was deliberately and consciously reckless. He was present while Le made false statements to investors, and he monitored camera feeds showing interactions between employees and investors.  He controlled Inv...
	G. Le and Luu Obtained Money and Property as a Result of the Scheme
	(a) permanently enjoining Le, and her 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 t...
	(b) permanently enjoining Le, and her 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 t...
	(c) permanently enjoining Luu, and his 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 ...
	(d) permanently enjoining Le, and her 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 t...