SEC v. Seth P. Levine, No. 2:21-cv-05719, District of New Jersey (Mar. 19, 2021) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

       Civil Action No.
                                               Plaintiff,
       Complaint for Violations of
                                      v.

SETH P. LEVINE,

                                               Defendant.
      the Federal Securities Laws

      Jury Trial Demanded

COMPLAINT
 Plaintiff Securities and Exchange Commission (the “SEC”), One Penn Center, 1617 JFK
Boulevard, Suite 520, Philadelphia, Pennsylvania 19103, alleges as follows against the following
defendant, whose name and last known address is set forth below:
 Seth P. Levine
636 South Forest Drive
Teaneck, NJ 07666

SUMMARY
1. This action involves an offering fraud scheme devised and orchestrated by
Defendant Seth P. Levine (“Levine”), founder and President of Norse Holdings, LLC (“Norse
Holdings”), a real estate investment and management company.
2. From 2009 through 2019, Levine fraudulently raised money through the sale of
membership interests in limited liability companies (“Norse LLCs” or “LLCs”), including by
defrauding family, friends, and other investors, many of whom belonged to the Orthodox Jewish
community.  Between February 2015 and August 2019 alone, Levine sold ownership interests in
nearly 50 Norse LLCs, raising over $20 million collectively from more than 60 investors.

2

3. Levine falsely represented to investors that their investments would be used to
purchase apartment complexes, and earn profits resulting from higher occupancies and rents,
increased real estate values, and from the refinancing of the properties.  In reality, however,
Levine was running a massive two-part scheme.
4. First, Levine made numerous material misrepresentations and omissions to
investors to induce them to invest.  Levine provided investors with fraudulent documentation to
show false profits, occupancy rates, and income and expense figures related to the apartment
complexes.  Levine also sold overlapping ownership interests in the LLCs to investors, using
false operating agreements and, at times, forged signatures.  Levine also failed to disclose to
investors that he frequently commingled investor funds among the LLCs in order to prop up
struggling operations at certain properties and to make Ponzi-like payments by using new
investments to pay earlier investors.
5. Second, to prolong his fraud, Levine also perpetrated an extensive mortgage fraud
scheme using the same properties.  Levine provided false operating agreements, member
consents, corporate documents, rent rolls, and leases to lending institutions to obtain refinance
mortgages for the LLCs based on inflated property values.  Levine used the proceeds of these
fraudulently obtained, inflated mortgages to provide false returns to investors, encouraging
future investment and keeping the scheme afloat.
6. In mid-August 2019, Levine’s scheme came to an end when the FBI executed a
search warrant on t he offices of Norse Holdings.  Shortly thereafter, Levine and Norse Holdings
ceased managing the properties.
7. As a result of Levine’s fraud, investors lost millions of dollars.
8. By engaging in the conduct described in this Complaint, Defendant Levine

3

violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
JURISDICTION AND VENUE
9. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the Securities
Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)], to enjoin such acts, transactions, practices, and courses of business, and to obtain
disgorgement, civil monetary penalties, and such other and further relief as the Court may deem
just and appropriate.
10. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§ 78u(d), 78u(e), and 78aa].
11. Venue is proper in the District of New Jersey pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
Defendant Levine resides and conducts business within the District of New Jersey.  In addition,
certain of the acts, transactions, practices, and courses of business constituting the violations of
the federal securities laws charged herein occurred within the District of New Jersey.
12. In connection with the conduct alleged in this Complaint, Levine, directly or
indirectly, made use of the means or instruments of transportation or communication in, or
instrumentalities of, interstate commerce, or the mails, or the facilities of a national securities
exchange.

4

DEFENDANT
13. Seth P. Levine, age 52, is a resident of Teaneck, New Jersey.  Levine is the
owner and President of Norse Holdings, which is described more fully below.  At all times
relevant to the facts alleged in this Complaint, Levine was responsible for and exercised
complete control over the operations of Norse Holdings and Norse LLCs, including the offer and
sale of securities and the use of investor monies.
OTHER RELEVANT ENTITIES
14. Norse Holdings, LLC, a New York limited liability company with its principal
place of business in Hackensack, New Jersey, was a real estate investment and management
company.
15. Norse LLCs includes at least 70 New Jersey limited liability companies, each
with its principal place of business in Hackensack, New Jersey, that were established to
purchase, own, and operate apartment buildings in New Jersey.  Levine is the manager and the
investors are the members of Norse LLCs.
I. Background
16. In approximately 2005, Levine formed Norse Holdings to purchase and manage
apartment buildings in the New Jersey area with funds from investors, who included family,
friends, and members of his tight-knit Orthodox Jewish community.
17. Levine told investors that investor monies, including his own personal
investments, would be used to cover 30 percent or more of a property’s purchase price, and that
he would finance the remainder through a mortgage on the property.
18. Levine established a separate LLC for each apartment building or group of
apartment buildings to be purchased, representing that each LLC would keep its finances distinct

5

from the others.
19. Levine solicited investors to purchase membership interests in the LLCs,
providing them with certain documents that he prepared or caused to be prepared, such as
operating agreements, which set forth the investor’s purported ownership percentage of the LLC.
20. Investors were to be passive members of the LLCs, with Levine handling
management and decision making for the LLCs.
II. Levine Defrauded Investors
21. Throughout the course of his scheme, Levine made a variety of material
misrepresentations and omissions, including misrepresenting his own stake in the investments,
providing false documents about the profitability of the apartment complexes, misrepresenting
his use of investor funds, selling overlapping interests in the LLCs, and using new investments to
make Ponzi-like payments to earlier investors.
22. During the period February 2015 through August 2019, alone, Levine raised more
than $20 million through the sale of membership interests in 48 Norse LLCs to more than 60
investors who resided in New Jersey, and in multiple other states.
Levine Misrepresented his Own Interests and Others’ Ownership Interests
in the Properties and Provided Investors with False Documents

23. Orally, and in writing, Levine deceived investors by representing that he
contributed a particular share of the purchase price for each property, giving him a substantial
personal investment, which would incentivize him to maximize the LLC’s profits.
24. In fact, the representations concerning Levine’s ownership interest and personal
investment in a property were often false or misleading, as he did not always personally invest in
the LLCs as he falsely represented.
25. On at least one occasion, Levine sold overlapping property interests in a LLC to

6

multiple groups of investors, and failed to disclose the existence and ownership interests of the
various groups to the other investors in the LLC.  In so doing, Levine also misrepresented the
size of his personal ownership interest in the LLC to those investors.
26. Levine also caused inaccurate Schedule K-1s to be provided to certain investors.
These documents, which were prepared from false information that Levine provided, did not
always accurately reflect the investors’ ownership interests.
27. In addition, Levine deceived investors by forging the signatures of other real
estate investors in certain operating agreements to make it appear as though those investors were
investing in that LLC.
28. Moreover, Levine prepared and provided to certain investors schedules that
contained false and inaccurate information concerning the profitability of the apartment
complexes.  He provided falsely inflated information about rents collected, occupancy rates, and
income and expense figures.  Investors who received these false documents, which purported to
show that properties were performing well, were misled into investing in additional properties
offered by Levine.
Levine Misrepresented His Use of Investor Funds
29. Levine misrepresented, both orally and in writing, how investors’ funds would be
used.
30. Levine represented that he would use investor funds to purchase apartment
buildings held by a specific LLC in which investors would receive a membership interest, but he
ignored the corporate form and failed to treat the individual LLCs as standalone entities, thereby
deliberately failing to use the investors’ funds as promised.
31. At times, Levine used investment monies to help prop up other failing properties

7

and prolong his fraud.  Levine repeatedly commingled investor funds and used them to fund
operations at other buildings, pay employees, pay delinquent utility bills or repay other investors.
32. As Norse Holdings’ financial situation deteriorated, Levine simply took investor
monies without purchasing apartment buildings.  On at least two occasions, Levine took investor
monies to acquire specific properties, but never purchased those properties.  Instead,
unbeknownst to those investors, Levine used their investments, which exceeded $675,000, to
bolster other failing properties.
Levine Paid Investors with Fake Profits to Entice Further Investment
33. To perpetuate his fraud, lull investors into believing that their investments were
performing well, and entice investors to invest in additional properties, Levine paid existing
investors purported returns, which he falsely claimed were profits from the operation of the
apartment buildings or refinancing made possible by increased property values.  However, these
payments frequently derived from Levine’s fraudulent conduct, not legitimate business
operations.
34.  At times, Levine paid purported profits through Ponzi-like payments by using
monies from newly made investments to pay earlier investors.  Levine also used proceeds from
his related mortgage fraud scheme to pay investors purported profits.
35. In addition, in soliciting additional investments, Levine did not disclose that the
only way he could avoid defaulting on the loans and prevent a financial collapse was to seek
other sources of financing, specifically, new investments or refinancing other properties.
Levine Violated the Securities Laws
36. At all times relevant to the facts alleged in this Complaint, Levine operated and
controlled Norse Holdings and the related LLCs.

8

37. The membership interests in the Norse LLCs sold to investors by Levine are
securities within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and
Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)], and the fraud and other
misconduct described herein was in the offer of, and/or in connection with, the purchase or sale
of securities.
38. All of the misrepresentations and omissions set forth herein, individually and in
the aggregate, are material.  There is a substantial likelihood that a reasonable investor would
consider the misrepresented facts and omitted information important, and/or that disclosure of
the omitted facts or accurate information would alter the “total mix” of information available to
investors.
39. Levine used the means or instrumentalities of interstate transportation, or
communication, or of the mails, including using the internet and interstate phone calls in dealing
with investors and potential investors.
40. In connection with the conduct described herein, Levine acted knowingly and/or
recklessly.  Among other things, Levine knew or was reckless in not knowing that he was
making material misrepresentations and omitting to state material facts necessary to make certain
statements not misleading under the circumstances in connection with selling or offering to sell
membership interests in the Norse LLCs to investors.
41. Through his material misrepresentations and omissions, Levine knowingly,
recklessly, or negligently obtained money or property from investors.
42. Through this scheme, Levine knowingly, recklessly, or negligently engaged in
acts, transactions or courses of business that operated as a fraud or deceit upon offerees,
purchasers and prospective purchases of membership interests in the Norse LLCs.

9

43. As a result of Levine’s fraud, he raised more than $20 million from investors.
CLAIMS FOR RELIEF
FIRST CLAIM
Violations of Section 17(a) of the Securities Act
44. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 43, inclusive, as if they were fully set forth herein.
45. By engaging in the conduct described above, Defendant Levine, in the offer or
sale of securities, directly or indirectly, by the use of any means or instruments of transportation
or communication in interstate commerce or by use of the mails:
a. knowingly or recklessly employed devices, schemes, or artifices to defraud;
b. knowingly, recklessly, or negligently obtained money or property by means of an
untrue statement of a material fact or an omission of a material fact necessary in
order to make the statements made, in light of the circumstances under which they
were made, not misleading; or
c. knowingly, recklessly, or negligently engaged in transactions, practices, or
courses of business which operated or would operate as a fraud or deceit upon the
purchaser.
46. By engaging in the foregoing conduct, Defendant Levine violated, and unless
enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

SECOND CLAIM
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
47. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 43, inclusive, as if they were fully set forth herein.
48. By engaging in the conduct described above, Defendant Levine knowingly or

10

recklessly, in connection with the purchase or sale of securities, directly or indirectly, by the use
of means or instrumentalities of interstate commerce, or the mails, or the facilities of a national
securities exchange:
a. employed devices, schemes, or artifices to defraud;
b. made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; or
c. engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon any person.
49. By engaging in the foregoing conduct, Defendant Levine violated, and unless
enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court enter a final judgment;
I.
Permanently restraining and enjoining Defendant Levine from, directly or indirectly,
violating Section 17(a) of the Securities Act, 15 U.S.C § 77q(a);

II.
Permanently restraining and enjoining Defendant Levine from, directly or indirectly,
violating 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];

11

III.
 Ordering Defendant Levine to disgorge all ill-gotten gains derived from the activities set
forth in this Complaint, together with prejudgment interest thereon;
IV.

 Ordering Defendant Levine to pay a civil penalty pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u-1];
and
V.
 Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws.

JURY DEMAND
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.

Respectfully submitted,

          By:
      Scott A. Thompson
      Jennifer C. Barry
      John V. Donnelly III
      Suzanne C. Abt

                                                           SECURITIES AND EXCHANGE COMMISSION
                                                           1617 JFK Blvd., Suite 520
                                                        Philadelphia, PA 19103
                                               Telephone:  (215) 597-3100
                                               Facsimile:  (215) 597-2740

                                               ATTORNEYS FOR PLAINTIFF
                                               SECURITIES AND EXCHANGE COMMISSION

Dated:  March 18, 2021

12

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE COMMISSION,

  Plaintiff,

 v.

SETH P. LEVINE,

  Defendant.

Case No.

DESIGNATION OF AGENT
FOR SERVICE

 Pursuant to Local Rule 101.1(f), because the Securities and Exchange Commission (the
“Commission”) does not have an office in this district, the United States Attorney for the District
of New Jersey is hereby designated as eligible as an alternative to the Commission to receive
service of all notices or papers in the captioned action.  Therefore, service upon the United States
or its authorized designee, David Dauenheimer, Deputy Chief, Civil Division, United States
Attorney’s Office for the District of New Jersey, 970 Broad Street, 7th Floor, Newark, NJ 07102,
shall constitute service upon the Commission for purposes of this action.

Respectfully submitted,
S/ John Donnelly
John Donnelly

Attorneys for Plaintiff
U.S. Securities and Exchange Commission
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA  19103
Telephone:  (215) 597-3100
Facsimile:  (215) 597-2740
[email protected]

JS 44   (Rev. 10/20)
CIVIL COVER SHEET
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provided by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
purpose of initiating the civil docket sheet.    (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
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of Business In This State
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RECEIPT #AMOUNTAPPLYING IFPJUDGEMAG. JUDGE
26 USC 7609
GNATATATATATATATATATATATATATTUREUREUREUREUREEUREUREUREUREUREUREOOOOOOFOOOOOOATATATATTATATATATATATATTTORTOTOTOTOTOTOTOTOTOTOTOTOTTTNEYOFOOOOOOOOOOOOOOOOOOO RECORD
APPLYING IFP
Bergen, NJ
SECURITIES AND EXCHANGE COMMISSION
See Attachment
SETH P. LEVINE
See Attachment
✖
✖
15 U.S.C. § 77q(a);  15 U.S.C. § 78j(b);  17 C.F.R. § 240.10b-5
Securities offering fraud
Judge ArleoU.S. v. Levine (No dkt. number yet)
✖
✖
Mar 18, 2021

ATTACHMENT TO CIVIL COVER SHEET

(c) Attorneys (Firm Name, Address, and Telephone Number)

Scott A. Thompson
Jennifer C. Barry
John V. Donnelly III
Suzanne C. Abt
1617 JFK Blvd., Suite 520
Philadelphia, PA 19103
Telephone:  (215) 597-3100
Counsel for U.S. Securities and Exchange Commission

Benjamin Brafman
Jacob Kaplan
Brafman & Associates, P.C.
256 Fifth Avenue, 2
nd
 Floor
New York, NY 10001
Telephone: (212) 750-7800
Counsel for Seth P. Levine

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF NEW JERSEY 

 
 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

       Civil Action No. 
                                               Plaintiff,  
       Complaint for Violations of                                    
                                      v. 
 
SETH P. LEVINE, 
  
 
                                               Defendant. 

      the Federal Securities Laws 
       
      Jury Trial Demanded 
 

  
 

COMPLAINT 

 Plaintiff Securities and Exchange Commission (the “SEC”), One Penn Center, 1617 JFK 

Boulevard, Suite 520, Philadelphia, Pennsylvania 19103, alleges as follows against the following 

defendant, whose name and last known address is set forth below: 

 Seth P. Levine 
636 South Forest Drive 
Teaneck, NJ 07666 

 
 

SUMMARY 

1. This action involves an offering fraud scheme devised and orchestrated by 

Defendant Seth P. Levine (“Levine”), founder and President of Norse Holdings, LLC (“Norse 

Holdings”), a real estate investment and management company.   

2. From 2009 through 2019, Levine fraudulently raised money through the sale of 

membership interests in limited liability companies (“Norse LLCs” or “LLCs”), including by 

defrauding family, friends, and other investors, many of whom belonged to the Orthodox Jewish 

community.  Between February 2015 and August 2019 alone, Levine sold ownership interests in 

nearly 50 Norse LLCs, raising over $20 million collectively from more than 60 investors.     

Case 2:21-cv-05719   Document 1   Filed 03/18/21   Page 1 of 12 PageID: 1



2 
 

3. Levine falsely represented to investors that their investments would be used to 

purchase apartment complexes, and earn profits resulting from higher occupancies and rents, 

increased real estate values, and from the refinancing of the properties.  In reality, however, 

Levine was running a massive two-part scheme.  

4. First, Levine made numerous material misrepresentations and omissions to 

investors to induce them to invest.  Levine provided investors with fraudulent documentation to 

show false profits, occupancy rates, and income and expense figures related to the apartment 

complexes.  Levine also sold overlapping ownership interests in the LLCs to investors, using 

false operating agreements and, at times, forged signatures.  Levine also failed to disclose to 

investors that he frequently commingled investor funds among the LLCs in order to prop up 

struggling operations at certain properties and to make Ponzi-like payments by using new 

investments to pay earlier investors.     

5. Second, to prolong his fraud, Levine also perpetrated an extensive mortgage fraud 

scheme using the same properties.  Levine provided false operating agreements, member 

consents, corporate documents, rent rolls, and leases to lending institutions to obtain refinance 

mortgages for the LLCs based on inflated property values.  Levine used the proceeds of these 

fraudulently obtained, inflated mortgages to provide false returns to investors, encouraging 

future investment and keeping the scheme afloat.   

6. In mid-August 2019, Levine’s scheme came to an end when the FBI executed a 

search warrant on the offices of Norse Holdings.  Shortly thereafter, Levine and Norse Holdings 

ceased managing the properties. 

7. As a result of Levine’s fraud, investors lost millions of dollars.      

8. By engaging in the conduct described in this Complaint, Defendant Levine 

Case 2:21-cv-05719   Document 1   Filed 03/18/21   Page 2 of 12 PageID: 2



3 
 

violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

JURISDICTION AND VENUE 

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

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

§ 78u(d)], to enjoin such acts, transactions, practices, and courses of business, and to obtain 

disgorgement, civil monetary penalties, and such other and further relief as the Court may deem 

just and appropriate. 

10. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C. §§ 78u(d), 78u(e), and 78aa].  

11. Venue is proper in the District of New Jersey pursuant to Section 22(a) of the 

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

Defendant Levine resides and conducts business within the District of New Jersey.  In addition, 

certain of the acts, transactions, practices, and courses of business constituting the violations of 

the federal securities laws charged herein occurred within the District of New Jersey. 

12. In connection with the conduct alleged in this Complaint, Levine, directly or 

indirectly, made use of the means or instruments of transportation or communication in, or 

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

exchange.   

Case 2:21-cv-05719   Document 1   Filed 03/18/21   Page 3 of 12 PageID: 3



4 
 

DEFENDANT 

13. Seth P. Levine, age 52, is a resident of Teaneck, New Jersey.  Levine is the 

owner and President of Norse Holdings, which is described more fully below.  At all times 

relevant to the facts alleged in this Complaint, Levine was responsible for and exercised 

complete control over the operations of Norse Holdings and Norse LLCs, including the offer and 

sale of securities and the use of investor monies. 

OTHER RELEVANT ENTITIES 

14. Norse Holdings, LLC, a New York limited liability company with its principal 

place of business in Hackensack, New Jersey, was a real estate investment and management 

company.   

15. Norse LLCs includes at least 70 New Jersey limited liability companies, each 

with its principal place of business in Hackensack, New Jersey, that were established to 

purchase, own, and operate apartment buildings in New Jersey.  Levine is the manager and the 

investors are the members of Norse LLCs.   

I. Background 

16. In approximately 2005, Levine formed Norse Holdings to purchase and manage 

apartment buildings in the New Jersey area with funds from investors, who included family, 

friends, and members of his tight-knit Orthodox Jewish community.   

17. Levine told investors that investor monies, including his own personal 

investments, would be used to cover 30 percent or more of a property’s purchase price, and that 

he would finance the remainder through a mortgage on the property. 

18. Levine established a separate LLC for each apartment building or group of 

apartment buildings to be purchased, representing that each LLC would keep its finances distinct 

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from the others.   

19. Levine solicited investors to purchase membership interests in the LLCs, 

providing them with certain documents that he prepared or caused to be prepared, such as 

operating agreements, which set forth the investor’s purported ownership percentage of the LLC. 

20. Investors were to be passive members of the LLCs, with Levine handling 

management and decision making for the LLCs. 

II. Levine Defrauded Investors  

21. Throughout the course of his scheme, Levine made a variety of material 

misrepresentations and omissions, including misrepresenting his own stake in the investments, 

providing false documents about the profitability of the apartment complexes, misrepresenting 

his use of investor funds, selling overlapping interests in the LLCs, and using new investments to 

make Ponzi-like payments to earlier investors.  

22. During the period February 2015 through August 2019, alone, Levine raised more 

than $20 million through the sale of membership interests in 48 Norse LLCs to more than 60 

investors who resided in New Jersey, and in multiple other states.   

Levine Misrepresented his Own Interests and Others’ Ownership Interests 
in the Properties and Provided Investors with False Documents 

 
23. Orally, and in writing, Levine deceived investors by representing that he 

contributed a particular share of the purchase price for each property, giving him a substantial 

personal investment, which would incentivize him to maximize the LLC’s profits.   

24. In fact, the representations concerning Levine’s ownership interest and personal 

investment in a property were often false or misleading, as he did not always personally invest in 

the LLCs as he falsely represented. 

25. On at least one occasion, Levine sold overlapping property interests in a LLC to 

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multiple groups of investors, and failed to disclose the existence and ownership interests of the 

various groups to the other investors in the LLC.  In so doing, Levine also misrepresented the 

size of his personal ownership interest in the LLC to those investors. 

26. Levine also caused inaccurate Schedule K-1s to be provided to certain investors.  

These documents, which were prepared from false information that Levine provided, did not 

always accurately reflect the investors’ ownership interests.   

27. In addition, Levine deceived investors by forging the signatures of other real 

estate investors in certain operating agreements to make it appear as though those investors were 

investing in that LLC.   

28. Moreover, Levine prepared and provided to certain investors schedules that 

contained false and inaccurate information concerning the profitability of the apartment 

complexes.  He provided falsely inflated information about rents collected, occupancy rates, and 

income and expense figures.  Investors who received these false documents, which purported to 

show that properties were performing well, were misled into investing in additional properties 

offered by Levine. 

Levine Misrepresented His Use of Investor Funds 

29. Levine misrepresented, both orally and in writing, how investors’ funds would be 

used.   

30. Levine represented that he would use investor funds to purchase apartment 

buildings held by a specific LLC in which investors would receive a membership interest, but he 

ignored the corporate form and failed to treat the individual LLCs as standalone entities, thereby 

deliberately failing to use the investors’ funds as promised.   

31. At times, Levine used investment monies to help prop up other failing properties 

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and prolong his fraud.  Levine repeatedly commingled investor funds and used them to fund 

operations at other buildings, pay employees, pay delinquent utility bills or repay other investors.   

32. As Norse Holdings’ financial situation deteriorated, Levine simply took investor 

monies without purchasing apartment buildings.  On at least two occasions, Levine took investor 

monies to acquire specific properties, but never purchased those properties.  Instead, 

unbeknownst to those investors, Levine used their investments, which exceeded $675,000, to 

bolster other failing properties.   

Levine Paid Investors with Fake Profits to Entice Further Investment 

33. To perpetuate his fraud, lull investors into believing that their investments were 

performing well, and entice investors to invest in additional properties, Levine paid existing 

investors purported returns, which he falsely claimed were profits from the operation of the 

apartment buildings or refinancing made possible by increased property values.  However, these 

payments frequently derived from Levine’s fraudulent conduct, not legitimate business 

operations. 

34.  At times, Levine paid purported profits through Ponzi-like payments by using 

monies from newly made investments to pay earlier investors.  Levine also used proceeds from 

his related mortgage fraud scheme to pay investors purported profits.       

35. In addition, in soliciting additional investments, Levine did not disclose that the 

only way he could avoid defaulting on the loans and prevent a financial collapse was to seek 

other sources of financing, specifically, new investments or refinancing other properties.     

Levine Violated the Securities Laws 

36. At all times relevant to the facts alleged in this Complaint, Levine operated and 

controlled Norse Holdings and the related LLCs.   

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37. The membership interests in the Norse LLCs sold to investors by Levine are 

securities within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and 

Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)], and the fraud and other 

misconduct described herein was in the offer of, and/or in connection with, the purchase or sale 

of securities.  

38. All of the misrepresentations and omissions set forth herein, individually and in 

the aggregate, are material.  There is a substantial likelihood that a reasonable investor would 

consider the misrepresented facts and omitted information important, and/or that disclosure of 

the omitted facts or accurate information would alter the “total mix” of information available to 

investors.   

39. Levine used the means or instrumentalities of interstate transportation, or 

communication, or of the mails, including using the internet and interstate phone calls in dealing 

with investors and potential investors.  

40. In connection with the conduct described herein, Levine acted knowingly and/or 

recklessly.  Among other things, Levine knew or was reckless in not knowing that he was 

making material misrepresentations and omitting to state material facts necessary to make certain 

statements not misleading under the circumstances in connection with selling or offering to sell 

membership interests in the Norse LLCs to investors.   

41. Through his material misrepresentations and omissions, Levine knowingly, 

recklessly, or negligently obtained money or property from investors.   

42. Through this scheme, Levine knowingly, recklessly, or negligently engaged in 

acts, transactions or courses of business that operated as a fraud or deceit upon offerees, 

purchasers and prospective purchases of membership interests in the Norse LLCs.  

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43. As a result of Levine’s fraud, he raised more than $20 million from investors. 

CLAIMS FOR RELIEF 

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

44. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 43, inclusive, as if they were fully set forth herein.  

45. By engaging in the conduct described above, Defendant Levine, in the offer or 

sale of securities, directly or indirectly, by the use of any means or instruments of transportation 

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

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

b. knowingly, recklessly, or negligently obtained money or property by means of an 

untrue statement of a material fact or an omission of a material fact necessary in 

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

were made, not misleading; or 

c. knowingly, recklessly, or negligently engaged in transactions, practices, or 

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

purchaser. 

46. By engaging in the foregoing conduct, Defendant Levine violated, and unless 

enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

 
SECOND CLAIM 

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

47. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 43, inclusive, as if they were fully set forth herein.  

48. By engaging in the conduct described above, Defendant Levine knowingly or 

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recklessly, in connection with the purchase or sale of securities, directly or indirectly, by the use 

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

securities exchange:   

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

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

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

under which they were made, not misleading; or 

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

as a fraud or deceit upon any person.  

49. By engaging in the foregoing conduct, Defendant Levine violated, and unless 

enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].   

 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that this Court enter a final judgment; 

I. 

Permanently restraining and enjoining Defendant Levine from, directly or indirectly, 

violating Section 17(a) of the Securities Act, 15 U.S.C § 77q(a);  

 
II. 

Permanently restraining and enjoining Defendant Levine from, directly or indirectly, 

violating 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]; 

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11 
 

III. 

 Ordering Defendant Levine to disgorge all ill-gotten gains derived from the activities set 

forth in this Complaint, together with prejudgment interest thereon; 

IV. 
 

 Ordering Defendant Levine to pay a civil penalty pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u-1]; 

and 

V. 

 Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws. 

 
JURY DEMAND 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 
case be tried to a jury. 

 

Respectfully submitted, 
 
              

          By:        
      Scott A. Thompson 
      Jennifer C. Barry 
      John V. Donnelly III 
      Suzanne C. Abt 
 

                                                           SECURITIES AND EXCHANGE COMMISSION 
                                                           1617 JFK Blvd., Suite 520 

                                                        Philadelphia, PA 19103 
                                               Telephone:  (215) 597-3100 
                                               Facsimile:  (215) 597-2740 
 
                                               ATTORNEYS FOR PLAINTIFF 
                                               SECURITIES AND EXCHANGE COMMISSION 
  

Dated:  March 18, 2021 

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12 
 

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF NEW JERSEY 

 
 
SECURITIES AND EXCHANGE COMMISSION, 
 
  Plaintiff, 
 
 v. 
 
SETH P. LEVINE,    
  
  Defendant. 

 
Case No.  

 
DESIGNATION OF AGENT  
FOR SERVICE 

 

 

  
 Pursuant to Local Rule 101.1(f), because the Securities and Exchange Commission (the 

“Commission”) does not have an office in this district, the United States Attorney for the District 

of New Jersey is hereby designated as eligible as an alternative to the Commission to receive 

service of all notices or papers in the captioned action.  Therefore, service upon the United States 

or its authorized designee, David Dauenheimer, Deputy Chief, Civil Division, United States 

Attorney’s Office for the District of New Jersey, 970 Broad Street, 7th Floor, Newark, NJ 07102, 

shall constitute service upon the Commission for purposes of this action. 

        
Respectfully submitted, 

S/ John Donnelly   
John Donnelly 
 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA  19103 
Telephone:  (215) 597-3100 
Facsimile:  (215) 597-2740 
[email protected] 

 

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JS 44   (Rev. 10/20) CIVIL COVER SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as 
provided by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the 
purpose of initiating the civil docket sheet.    (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF 
THE TRACT OF LAND INVOLVED.

(c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known)

II.  BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff 
and One Box for Defendant) (For Diversity Cases Only)

1 U.S. Government 3 Federal Question PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State 1 1 Incorporated or Principal Place 4 4

of Business In This State

2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated and Principal Place 5 5
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a 3 3 Foreign Nation 6 6
Foreign Country

IV.  NATURE OF SUIT (Place an “X” in One Box Only) Click here for: Nature of Suit Code Descriptions.
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

110 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act
120 Marine 310 Airplane 365 Personal Injury  - of Property 21 USC 881 423 Withdrawal 376 Qui Tam (31 USC 
130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))
140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment
150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust

& Enforcement of Judgment Slander Personal Injury 820 Copyrights 430 Banks and Banking
151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce
152 Recovery of Defaulted Liability 368 Asbestos Personal 835 Patent - Abbreviated 460 Deportation

Student Loans 340 Marine Injury Product New Drug Application 470 Racketeer Influenced and
(Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations

153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR 880 Defend Trade Secrets 480 Consumer Credit
of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards Act of 2016 (15 USC 1681 or 1692)

160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 485 Telephone Consumer
190 Other Contract Product Liability 380 Other Personal 720 Labor/Management SOCIAL SECURITY Protection Act
195 Contract Product Liability 360 Other Personal Property Damage Relations 861 HIA (1395ff) 490 Cable/Sat TV
196 Franchise Injury 385 Property Damage 740 Railway Labor Act 862 Black Lung (923) 850 Securities/Commodities/

362 Personal Injury - Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange
Medical Malpractice Leave Act 864 SSID Title XVI 890 Other Statutory Actions

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 790 Other Labor Litigation 865 RSI (405(g)) 891 Agricultural Acts
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: 791 Employee Retirement 893 Environmental Matters
220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act FEDERAL TAX SUITS 895 Freedom of Information
230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 870 Taxes (U.S. Plaintiff Act
240 Torts to Land 443 Housing/ Sentence or Defendant) 896 Arbitration
245 Tort Product Liability Accommodations 530 General 871 IRS—Third Party 899 Administrative Procedure
290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION Act/Review or Appeal of

Employment Other: 462 Naturalization Application Agency Decision
446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration 950 Constitutionality of

Other 550 Civil Rights Actions State Statutes
448 Education 555 Prison Condition

560 Civil Detainee -
Conditions of 
Confinement

V.  ORIGIN (Place an “X” in One Box Only)
1 Original

Proceeding 
2 Removed from

State Court
3 Remanded from

Appellate Court 
4 Reinstated or

Reopened
5 Transferred from

Another District
(specify)

6 Multidistrict
Litigation - 
Transfer

8  Multidistrict
Litigation -
Direct File

VI.  CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII.  REQUESTED IN
COMPLAINT:

CHECK IF THIS IS A CLASS ACTION
UNDER RULE 23, F.R.Cv.P. 

DEMAND $ CHECK YES only if demanded in complaint:
JURY DEMAND: Yes No

VIII.  RELATED CASE(S) 
          IF ANY (See instructions):

JUDGE DOCKET NUMBER

DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

26 USC 7609

GNATATATATATATATATATATATATATTUREUREUREUREUREEUREUREUREUREUREURE OOOOOOFOOOOOO ATATATATTATATATATATATATTTORTOTOTOTOTOTOTOTOTOTOTOTOTTT NEY OFOOOOOOOOOOOOOOOOOOO  RECORD

APPLYING IFP

Bergen, NJ

SECURITIES AND EXCHANGE COMMISSION

See Attachment

SETH P. LEVINE

See Attachment

✖

✖

15 U.S.C. § 77q(a);  15 U.S.C. § 78j(b);  17 C.F.R. § 240.10b-5

Securities offering fraud

Judge Arleo U.S. v. Levine (No dkt. number yet)

✖

✖

Mar 18, 2021

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ATTACHMENT TO CIVIL COVER SHEET 
 
 
(c) Attorneys (Firm Name, Address, and Telephone Number) 
 
Scott A. Thompson     
Jennifer C. Barry 
John V. Donnelly III 
Suzanne C. Abt 
1617 JFK Blvd., Suite 520 
Philadelphia, PA 19103 
Telephone:  (215) 597-3100 
Counsel for U.S. Securities and Exchange Commission 
 
 
Benjamin Brafman 
Jacob Kaplan 
Brafman & Associates, P.C. 
256 Fifth Avenue, 2nd Floor 
New York, NY 10001 
Telephone: (212) 750-7800 
Counsel for Seth P. Levine 

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