SEC v. BROTHERS INVESTMENT GROUP INTERNATIONAL, INC. N/K/A BROTHERS INTERNATIONAL GROUP INC.; and Anson Jean-Pierre, No. 1:20-cv-24842, Southern District of Florida (Nov. 30, 2020) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v.

BROTHERS INVESTMENT GROUP
INTERNATIONAL, INC. N/K/A BROTHERS
INTERNATIONAL GROUP INC., AND ANSON
JEAN-PIERRE,

Defendants.

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Securities and Exchange Commission alleges:
I.   INTRODUCTION

1. From at least August 2017 through November 2018, Brothers Investment Group
International, Inc. n/k/a Brothers International Group, Inc. (“Brothers”) and its president and
chief executive officer, Anson Jean-Pierre (“Jean-Pierre”), raised approximately $794,000 from
at least 208 mainly Haitian-American investors through a fraudulent offering of securities in
the form of “membership interests” in Brothers.  Through Jean-Pierre, Brothers represented to
investors  that  their  money  would  fund  the  development  of  projects  in  Haiti  in  the  areas  of
agriculture, renewable energy, and E-commerce, among others.  Investors were required to pay
a  “membership  fee”  in  “seed  money”  which  would  go  towards  funding  the  projects,  plus  an
administrative  fee  to  cover  Brothers’  overhead  and  other  non-project  related  expenses.    In

2

return, Brothers  and  Jean-Pierre told  investors  that  investors  would  share  in  the  company’s
profits from the projects.  Jean-Pierre solicited investors primarily through word of mouth.
2. In reality, Jean-Pierre misused and misappropriated over one third of investors’
seed money for non-project purposes, including an elaborate gala, retail purchases, restaurants,
travel and hotel charges, cash withdrawals, and payments to himself and other individuals.
3. Through their conduct, Defendants have 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 Exchange Act Rule 10b-5, 17 C.F.R. §
240.10b-5.  Unless restrained and enjoined, Defendants are reasonably likely to engage in future
violations of the federal securities laws.
II. DEFENDANTS
4. Brothers is a Florida corporation established by Jean-Pierre in August 2017 with
its principal place of business in Miami, Florida.
5. Jean-Pierre, age  58,  resides  in  Hialeah, Florida.  Jean-Pierre  is  president  and
chief executive officer of Brothers.   At all relevant times, Jean-Pierre controlled and exercised
ultimate authority over Brothers.
III.   JURISDICTION AND VENUE
6. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1),  and 77v(a), and Sections 21(d)
and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa.
7. The Court has personal jurisdiction over Defendants,  and venue is proper in this
judicial district, because many of Defendants’ acts and transactions constituting violations of

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the Securities  Act  and  the  Exchange  Act  occurred  in  this district.   In  addition,  Brothers’
principal place of business is in this district, and Jean-Pierre resides in this district.
8. In connection with the conduct alleged in this Complaint, Defendants, directly
and indirectly, singly or in concert with others, have made use of the means or instrumentalities
of  interstate  commerce,  the  means  or  instruments  of  transportation  and  communication  in
interstate commerce, and the mails.
IV.   DEFENDANTS’ ACTS IN VIOLATION OF THE SECURITIES LAWS

A.   The Securities Transaction
9. Defendants solicited   investors,   mostly   Haitian   Americans,   to invest   in
“membership  interests”  in  Brothers.    They  told  investors  that  Brothers  would  identify and
oversee development projects in Haiti in which to invest the funds at a profit.
10. Brothers’  offering  materials  consisted  of  a  two-page subscription  agreement,
which included a “Certificate of Guarantee” (the “guarantee”) that investors were required to
sign if they decided to invest.  This guarantee identified the specific amounts and purpose of
the  investor’s  contribution.    Each  investor  was  required  to  invest  $3,800,  which  was  broken
down  into  two  amounts  with  different  purposes:  (i)  an  “initial  amount”  or  “seed  money”  of
$3,650 and (ii) an “admission fee” or “administrative fee” of $150.  The guarantee further stated
that “each and every member” would share in Brothers’ “net revenue/profit percentage annually
and  evenly.”   The  role  of  the  investors  was  limited  to  investing  money  into  the  venture.
Investors had no control over Brothers or the development of the projects.  They relied solely
on Defendants to generate profits.
11. The subscription agreement is an investment contract, and therefore a security,
within the meaning of the Securities Act and the Exchange Act.

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B. Defendants’ Material Misrepresentations
12. Brothers,  through  Jean-Pierre,  represented  to  investors  both  orally  and  in
marketing materials that the money raised from the offering would be used to develop projects
in  Haiti  in  the  “specific  sectors  of  Agro-Business  Industry,  CRM  [Customer  Relationship
Management]  and  E-commerce  Platform,  Real  Estate/Eco-Tourism,  and  Energy.”    Brothers’
purported  mission  was  to  “eradicate  poverty  and  promote  prosperity  and  financial  security
among  the  Haitian  community  by  ... boosting  intra-Haitian  trade  and  investments  in  these
specific sectors.”    Brothers’ supposed  projects  related  to  agriculture,  renewable  energy,  E-
commerce, real estate, and banking.
13. Jean-Pierre orally told investors and prospective investors that (i) the $3,650 in
seed money (which equaled about 96% of the $3,800 investment amount) would only be used
to fund the actual projects, and (ii) the $150 administrative fee (which equaled about 4% of the
$3,800 investment amount) would be used to cover Brothers’ overhead expenses, such as rent
and other non-project expenses.

14. The offering materials did not contain any disclosure about the use of investor
seed money to pay non-project expenses.  Nor were the investors ever told that their seed money
could be used for non-project purposes.
15. Investor money was deposited directly into Brothers’ bank accounts and Jean-
Pierre controlled the only ATM/debit card issued on those accounts.  After receiving investors’
money, Jean-Pierre updated   investors on the specific projects in two newsletters and in meetings
held at Brothers’ office.  In most instances, the updates painted a promising picture of investors’
potential to share in the profits from the projects.

5

C.   Defendants’ Misuse and Misappropriation of Investor Funds
16. Contrary to the representations made to investors, Brothers, through Jean-Pierre,
spent a significant portion of the investor seed money on purposes unrelated to the development
of the projects.  Specifically, Brothers raised approximately $762,000 in investor seed money
designated for projects,  and no more than approximately $32,000 in administrative fees to put
towards its non-project expenditures.
17. Jean-Pierre misused nearly $125,000 for non-project related expenditures such
as an elaborate membership gala and payments to various individuals for administrative work.
Furthermore, Jean-Pierre misappropriated approximately an additional $159,000 of the investor
funds  for  personal  use  such  as  restaurants,  travel  and  hotel  charges, cash  withdrawals,  retail
purchases, and payments to himself.   Thus, in total, about $284,000, or approximately 37%, of
the investors’  seed  money  were  misused  and  misappropriated  by  Jean-Pierre  for  non-project
purposes.
18. Only around $423,000, or about 55%, of the investors’ seed money went towards
Brothers’ projects.    With less  than  two-thirds of  the  investors’  seed  money  going  into  the
development  of  the  projects,  the  likelihood  that  any  of  the  projects  would  be  successful
diminished significantly.  Indeed, none of the projects were successful and investors lost their
money.
V.         CLAIMS FOR RELIEF
COUNT I

Fraud in Violation of Section 17(a)(1) of the Securities Act

19. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.

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20. Starting no later than August 2017 through at least November 2018, Defendants,
in  the  offer  or  sale  of  securities  by  use  of  any  means  or  instruments  of  transportation  or
communication in interstate commerce or by use of the mails, knowingly or recklessly, directly
or indirectly, employed devices, schemes, or artifices to defraud.
21. By reason of the foregoing, Defendants have violated and, unless enjoined, are
reasonably    likely to continue  to  violate  Section  17(a)(1)  of  the  Securities  Act,  15 U.S.C.  §
77q(a)(1).
COUNT II
Fraud in Violation of Section 17(a)(2) of the Securities Act
22. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.
23. Starting no later than August 2017 through at least November 2018, Defendants,
in  the  offer  or  sale  of  securities  by  use  of  any  means  or  instruments  of  transportation  or
communication in interstate commerce or by use of the mails, directly or indirectly,  negligently
obtained money or property by means of untrue statements of material facts and omissions to
state  material  facts  necessary  in  order  to  make  the  statements  made,  in  the  light  of  the
circumstances under which they were made, not misleading.
24. By reason of the foregoing, Defendants have violated and, unless enjoined, are
reasonably    likely to continue  to  violate Section  17(a)(2)  of  the  Securities  Act,  15 U.S.C.  §
77q(a)(2).

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COUNT III
Fraud in Violation of Section 17(a)(3) of the Securities Act
25. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.
26. Starting no later than August 2017 through at least November 2018, Defendants,
in  the  offer  or  sale  of  securities  by  use  of  any  means  or  instruments  of  transportation  or
communication in interstate commerce or by use of the mails, directly or indirectly,  negligently
engaged  in  transactions,  practices,  or  courses  of  business  which  operated  or  would  have
operated as a fraud or deceit upon the purchasers.
27. By reason of the foregoing, Defendants have violated, and unless enjoined, are
reasonably  likely  to  continue  to  violate Section  17(a)(3)  of  the  Securities  Act,  15 U.S.C.  §
77q(a)(3).
COUNT IV
Fraud in Violation of Section 10(b) and Rule 10b-5(a) of the Exchange Act
28. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.
29. Starting no later than August 2017 through at least November 2018, Defendants,
directly and indirectly, by use of any means or instrumentality of interstate commerce, or of the
mails, knowingly or recklessly employed devices, schemes or artifices to defraud in connection
with the purchase or sale of any security.
30. By reason of the foregoing, Defendants have violated and, unless enjoined, are
reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),
and Rule 10b-5(a), 17 C.F.R. § 240.10b-5(a).

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COUNT V
Fraud in Violation of Section 10(b) and Rule 10b-5(b) of the Exchange Act
31. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.
32. Starting no later than August 2017 through at least November 2018, Defendants,
directly and indirectly, by use of the means or instrumentalities of interstate commerce, or of
the mails,  knowingly or recklessly made untrue statements of material facts or omitted to state
material facts necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading, in connection with the purchase or sale of any
security.
33. By reason of the foregoing, Defendants have violated and, unless enjoined, are
reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),
and Rule 10b-5(b), 17 C.F.R. § 240.10b-5(b).
COUNT VI
Fraud in Violation of Section 10(b) and Rule 10b-5(c) of the Exchange Act

34. The  Commission  repeats  and  realleges  paragraphs  1  through  18 of this
Complaint.
35. Starting no later than August 2017 through at least November 2018, Defendants,
directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of
the mails,  knowingly  or  recklessly engaged  in  acts,  practices,  and  courses  of  business  which
have  operated,  are  now  operating  and  will  operate  as  a  fraud upon  any  person in  connection
with the purchase or sale of any security.

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36. By reason of the foregoing, Defendants have violated, and unless enjoined, are
reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),
and Exchange Act Rule 10b-5(c), 17 C.F.R. § 240.10b-5(c).
VI. RELIEF REQUESTED
 WHEREFORE,  the  Commission respectfully  requests  that  the Court  find that
Defendants committed the violations of the federal securities laws alleged herein and:
I.
Permanent Injunction
Issue  a  Permanent  Injunction restraining  and  enjoining  Defendants,   their  officers,
agents, servants, employees, attorneys, and all persons in active concert or participation with
them, and each of them, from violating the federal securities laws alleged in this Complaint.
II.
Disgorgement and Prejudgment Interest
 Issue an Order directing Defendants to disgorge all ill-gotten gains received within the
applicable statute of limitations, including prejudgment interest, resulting from the acts and/or
courses of conduct alleged in this Complaint.
III.
Civil Penalty
Issue an Order directing Defendants to pay a civil money penalty pursuant to Section
20(d)  of  the  Securities  Act,  15  U.S.C. §  77t(d),  and  Section 21(d)  of  the  Exchange  Act,  15
U.S.C. § 78u(d).

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IV.
Further Relief
Grant such other and further relief as may be necessary and appropriate.
V.
Retention of Jurisdiction
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action and Defendants in order to implement and carry out the terms of all orders and decrees
that it  may  enter,  or  to  entertain  any  suitable  application  or  motion  by  the  Commission  for
additional relief within the jurisdiction of this Court.
VI.

Demand for Jury Trial

The Commission hereby demands a trial by jury on any and all issues in this action so
triable.

November 24, 2020    Respectfully submitted,

   By: /s/ Stephanie N. Moot
      Stephanie N. Moot
      Trial Counsel
Florida B ar No. 30377
      Direct Dial:  (305) 982-6313
      E-mail:  [email protected]

      Attorneys for Plaintiff
      U.S. Securities and Exchange Commission
      801 Brickell Avenue, Suite 1950
      Miami, Florida  33131
      Telephone: (305) 982-6300
      Facsimile:  (305) 536-4154

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

  
CASE NO. 

 
 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
Plaintiff,  

  
v.  

  
BROTHERS INVESTMENT GROUP 
INTERNATIONAL, INC. N/K/A BROTHERS 
INTERNATIONAL GROUP INC., AND ANSON  
JEAN-PIERRE, 

 

  
Defendants.  

  
 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF  
 

Plaintiff Securities and Exchange Commission alleges: 

I.   INTRODUCTION 
 

1. From at least August 2017 through November 2018, Brothers Investment Group 

International, Inc. n/k/a Brothers International Group, Inc. (“Brothers”) and its president and 

chief executive officer, Anson Jean-Pierre (“Jean-Pierre”), raised approximately $794,000 from 

at least 208 mainly Haitian-American investors through a fraudulent offering of securities in 

the form of “membership interests” in Brothers.  Through Jean-Pierre, Brothers represented to 

investors that their money would fund the development of projects in Haiti in the areas of 

agriculture, renewable energy, and E-commerce, among others.  Investors were required to pay 

a “membership fee” in “seed money” which would go towards funding the projects, plus an 

administrative fee to cover Brothers’ overhead and other non-project related expenses.  In 

Case 1:20-cv-24842-XXXX   Document 1   Entered on FLSD Docket 11/24/2020   Page 1 of 10



 

 
 

2 

  

return, Brothers and Jean-Pierre told investors that investors would share in the company’s 

profits from the projects.  Jean-Pierre solicited investors primarily through word of mouth.  

2. In reality, Jean-Pierre misused and misappropriated over one third of investors’ 

seed money for non-project purposes, including an elaborate gala, retail purchases, restaurants, 

travel and hotel charges, cash withdrawals, and payments to himself and other individuals.     

3. Through their conduct, Defendants have 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 Exchange Act Rule 10b-5, 17 C.F.R. § 

240.10b-5.  Unless restrained and enjoined, Defendants are reasonably likely to engage in future 

violations of the federal securities laws.     

II. DEFENDANTS 

4. Brothers is a Florida corporation established by Jean-Pierre in August 2017 with 

its principal place of business in Miami, Florida.  

5. Jean-Pierre, age 58, resides in Hialeah, Florida.  Jean-Pierre is president and 

chief executive officer of Brothers.  At all relevant times, Jean-Pierre controlled and exercised 

ultimate authority over Brothers. 

III.   JURISDICTION AND VENUE 

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

and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a), and Sections 21(d) 

and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa. 

7. The Court has personal jurisdiction over Defendants, and venue is proper in this 

judicial district, because many of Defendants’ acts and transactions constituting violations of 

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3 

  

the Securities Act and the Exchange Act occurred in this district.  In addition, Brothers’ 

principal place of business is in this district, and Jean-Pierre resides in this district. 

8. In connection with the conduct alleged in this Complaint, Defendants, directly 

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

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

interstate commerce, and the mails. 

IV.   DEFENDANTS’ ACTS IN VIOLATION OF THE SECURITIES LAWS   
 

A.   The Securities Transaction 

9. Defendants solicited investors, mostly Haitian Americans, to invest in 

“membership interests” in Brothers.  They told investors that Brothers would identify and 

oversee development projects in Haiti in which to invest the funds at a profit. 

10. Brothers’ offering materials consisted of a two-page subscription agreement, 

which included a “Certificate of Guarantee” (the “guarantee”) that investors were required to 

sign if they decided to invest.  This guarantee identified the specific amounts and purpose of 

the investor’s contribution.  Each investor was required to invest $3,800, which was broken 

down into two amounts with different purposes: (i) an “initial amount” or “seed money” of 

$3,650 and (ii) an “admission fee” or “administrative fee” of $150.  The guarantee further stated 

that “each and every member” would share in Brothers’ “net revenue/profit percentage annually 

and evenly.”  The role of the investors was limited to investing money into the venture.  

Investors had no control over Brothers or the development of the projects.  They relied solely 

on Defendants to generate profits. 

11. The subscription agreement is an investment contract, and therefore a security, 

within the meaning of the Securities Act and the Exchange Act. 

Case 1:20-cv-24842-XXXX   Document 1   Entered on FLSD Docket 11/24/2020   Page 3 of 10



 

 
 

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B. Defendants’ Material Misrepresentations  

12. Brothers, through Jean-Pierre, represented to investors both orally and in 

marketing materials that the money raised from the offering would be used to develop projects 

in Haiti in the “specific sectors of Agro-Business Industry, CRM [Customer Relationship 

Management] and E-commerce Platform, Real Estate/Eco-Tourism, and Energy.”  Brothers’ 

purported mission was to “eradicate poverty and promote prosperity and financial security 

among the Haitian community by … boosting intra-Haitian trade and investments in these 

specific sectors.”  Brothers’ supposed projects related to agriculture, renewable energy, E-

commerce, real estate, and banking.       

13. Jean-Pierre orally told investors and prospective investors that (i) the $3,650 in 

seed money (which equaled about 96% of the $3,800 investment amount) would only be used 

to fund the actual projects, and (ii) the $150 administrative fee (which equaled about 4% of the 

$3,800 investment amount) would be used to cover Brothers’ overhead expenses, such as rent 

and other non-project expenses.   

14. The offering materials did not contain any disclosure about the use of investor 

seed money to pay non-project expenses.  Nor were the investors ever told that their seed money 

could be used for non-project purposes.   

15. Investor money was deposited directly into Brothers’ bank accounts and Jean-

Pierre controlled the only ATM/debit card issued on those accounts.  After receiving investors’ 

money, Jean-Pierre updated investors on the specific projects in two newsletters and in meetings 

held at Brothers’ office.  In most instances, the updates painted a promising picture of investors’ 

potential to share in the profits from the projects.   

 

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5 

  

C.   Defendants’ Misuse and Misappropriation of Investor Funds 

16. Contrary to the representations made to investors, Brothers, through Jean-Pierre, 

spent a significant portion of the investor seed money on purposes unrelated to the development 

of the projects.  Specifically, Brothers raised approximately $762,000 in investor seed money 

designated for projects, and no more than approximately $32,000 in administrative fees to put 

towards its non-project expenditures.  

17. Jean-Pierre misused nearly $125,000 for non-project related expenditures such 

as an elaborate membership gala and payments to various individuals for administrative work.  

Furthermore, Jean-Pierre misappropriated approximately an additional $159,000 of the investor 

funds for personal use such as restaurants, travel and hotel charges, cash withdrawals, retail 

purchases, and payments to himself.  Thus, in total, about $284,000, or approximately 37%, of 

the investors’ seed money were misused and misappropriated by Jean-Pierre for non-project 

purposes.     

18. Only around $423,000, or about 55%, of the investors’ seed money went towards 

Brothers’ projects.  With less than two-thirds of the investors’ seed money going into the 

development of the projects, the likelihood that any of the projects would be successful 

diminished significantly.  Indeed, none of the projects were successful and investors lost their 

money.             

V.         CLAIMS FOR RELIEF 

COUNT I 
 

Fraud in Violation of Section 17(a)(1) of the Securities Act  
 

19. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint.  

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20. Starting no later than August 2017 through at least November 2018, Defendants, 

in the offer or sale of securities by use of any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, knowingly or recklessly, directly 

or indirectly, employed devices, schemes, or artifices to defraud. 

21. By reason of the foregoing, Defendants have violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(1) of the Securities Act, 15 U.S.C. § 

77q(a)(1). 

COUNT II 

Fraud in Violation of Section 17(a)(2) of the Securities Act 

22. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint. 

23. Starting no later than August 2017 through at least November 2018, Defendants, 

in the offer or sale of securities by use of any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, negligently 

obtained money or property by means of untrue statements of material facts and omissions to 

state material facts necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading. 

24. By reason of the foregoing, Defendants have violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(2) of the Securities Act, 15 U.S.C. § 

77q(a)(2). 

  

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COUNT III 

Fraud in Violation of Section 17(a)(3) of the Securities Act 

25. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint. 

26. Starting no later than August 2017 through at least November 2018, Defendants, 

in the offer or sale of securities by use of any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, negligently 

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

operated as a fraud or deceit upon the purchasers. 

27. By reason of the foregoing, Defendants have violated, and unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(3) of the Securities Act, 15 U.S.C. § 

77q(a)(3). 

COUNT IV 

Fraud in Violation of Section 10(b) and Rule 10b-5(a) of the Exchange Act 

28. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint. 

29. Starting no later than August 2017 through at least November 2018, Defendants, 

directly and indirectly, by use of any means or instrumentality of interstate commerce, or of the 

mails, knowingly or recklessly employed devices, schemes or artifices to defraud in connection 

with the purchase or sale of any security. 

30. By reason of the foregoing, Defendants have violated and, unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), 

and Rule 10b-5(a), 17 C.F.R. § 240.10b-5(a). 

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COUNT V 

Fraud in Violation of Section 10(b) and Rule 10b-5(b) of the Exchange Act 

31. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint. 

32. Starting no later than August 2017 through at least November 2018, Defendants, 

directly and indirectly, by use of the means or instrumentalities of interstate commerce, or of 

the mails, knowingly or recklessly made untrue statements of material facts or omitted to state 

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

under which they were made, not misleading, in connection with the purchase or sale of any 

security. 

33. By reason of the foregoing, Defendants have violated and, unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), 

and Rule 10b-5(b), 17 C.F.R. § 240.10b-5(b). 

COUNT VI 

Fraud in Violation of Section 10(b) and Rule 10b-5(c) of the Exchange Act 
 

34. The Commission repeats and realleges paragraphs 1 through 18 of this 

Complaint. 

35. Starting no later than August 2017 through at least November 2018, Defendants, 

directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of 

the mails, knowingly or recklessly engaged in acts, practices, and courses of business which 

have operated, are now operating and will operate as a fraud upon any person in connection 

with the purchase or sale of any security. 

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36. By reason of the foregoing, Defendants have violated, and unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), 

and Exchange Act Rule 10b-5(c), 17 C.F.R. § 240.10b-5(c). 

VI. RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that the Court find that 

Defendants committed the violations of the federal securities laws alleged herein and: 

I. 

Permanent Injunction 

Issue a Permanent Injunction restraining and enjoining Defendants, their officers, 

agents, servants, employees, attorneys, and all persons in active concert or participation with 

them, and each of them, from violating the federal securities laws alleged in this Complaint. 

II. 

Disgorgement and Prejudgment Interest 

 Issue an Order directing Defendants to disgorge all ill-gotten gains received within the 

applicable statute of limitations, including prejudgment interest, resulting from the acts and/or 

courses of conduct alleged in this Complaint. 

III. 

Civil Penalty 

Issue an Order directing Defendants to pay a civil money penalty pursuant to Section 

20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 21(d) of the Exchange Act, 15 

U.S.C. § 78u(d).  

  

Case 1:20-cv-24842-XXXX   Document 1   Entered on FLSD Docket 11/24/2020   Page 9 of 10



 

 
 

10 

  

IV. 

Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

V. 

Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action and Defendants in order to implement and carry out the terms of all orders and decrees 

that it may enter, or to entertain any suitable application or motion by the Commission for 

additional relief within the jurisdiction of this Court.  

VI. 
 

Demand for Jury Trial 
 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 
 

 
November 24, 2020    Respectfully submitted, 
      

 
   By: /s/ Stephanie N. Moot 

      Stephanie N. Moot 
      Trial Counsel 

Florida Bar No. 30377   
      Direct Dial:  (305) 982-6313 
      E-mail:  [email protected] 
 
      Attorneys for Plaintiff 
      U.S. Securities and Exchange Commission   
      801 Brickell Avenue, Suite 1950 
      Miami, Florida  33131 
      Telephone: (305) 982-6300   
      Facsimile:  (305) 536-4154  
 

 

Case 1:20-cv-24842-XXXX   Document 1   Entered on FLSD Docket 11/24/2020   Page 10 of 10


	UNITED STATES DISTRICT COURT
	SOUTHERN DISTRICT OF FLORIDA
	CASE NO.
	COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
	VI. RELIEF REQUESTED
	I.
	II.
	Disgorgement and Prejudgment Interest
	Issue an Order directing Defendants to disgorge all ill-gotten gains received within the applicable statute of limitations, including prejudgment interest, resulting from the acts and/or courses of conduct alleged in this Complaint.
	III.
	IV.
	U.S. Securities and Exchange Commission