SEC v. JOHN HENDERSON; and GLOBAL RESOURCES LEADERSHIP, LLC, No. 1:19-cv-06183, Northern District of Illinois (Sept. 17, 2019) — Complaint

UNITED
STATES DISTRICT COURT
NORTHERN
DISTRICT
OF ILLINOIS
U.S.
SECURITIES
AND
EXCHANGE
COMMISSION,
Plaintiff,
vs.
Civil Action No.
J
ury Trial
llemanded
J
OHN
HENllERSON and
GLOBAL
RESOURCES
LEAllERSHIP, LLC,
Defendants.
COMPLAINT
The U,S. Securities and
Exchange Commission
("Commission") alleges as follows:
S
UMMARY
1. In June 2017,
Defendant John I-Ienderson
("Henderson"), thl•ough his company
Defendant Global
Resources Leadership, LLC ("GRL°'),
conducted
an
unregistered offering
a~1d
affinity fraud by soliciting over
150
investors, via
an
e-mail. dated June 30, 2017, to invesi in an
alleged joint
ventu~•e to buy and sell crude oil
(the ".Tune 2017 E-mail"). In that e-1nai1
solicitation,
Defendants made
numerous false and misleading statements about GRI,,
its joint
venture
partner,
and their relationship
with various foreign
coliz~tries and a purported Native
A
merican
ts•ibe (hereinafter,
the "Tribe"), includii~lg but riot
limited to false stateineilts
regarding
the Tribe's purported
financial backing of
the venture, how investor
funds would be used, and
supposed obligations of
various African
countries' goverz~rnents.

2. The June 2017
E-mail solicitation included several
attachments describing various
i
nvestment opportunities available to the
potential investors, including Class
A, B, and G
Tracle
I
nvestment Agreements with GRL that pz•onlised significant
retunls
in short periods of time.
Defendant's ,tune 2017 L-mail
solicitation targeted individuals
associated with a
C
hristian
college, Christian church, and other i•eli~ious
organizations
with which I-Ienderson was
a
ssociated,
including
a
church
11e founded, by
employing
various religious references.
Fo7~
e
xample,
Defendant. introduced the investment opportunity as "a
Kingdom.
vision that is For
Christ
and His Kingdom" and stated he had
"bee11
led
by the
Spirit to do this."
4. The
June
2017
E-mail resulted in a $10,000
investment by one
investor ("Investor
~~,
5.
The
June
2017
E-mail
stated
that. the invested funds
would be used to secure
f
inancial instruments
necessary
to facilitate the
purchase of crude
oiL Henderson,
however,
spent
part of
Investor A's funds on personal expenses.
6. Defendant
Henderson
committed
fraud by
knowingly or recklessly making
m
aterially false or
misleading
staterllents
or omissions about the joint
venture for which he was
s
oliciting investments, including about the
financial backing of t11e
venture and how investor
funds would be
used. GRL committed fraud
through. the acts of Henderson.
7.
By engaging in this conduct, as further described
herein, each
of the Defendants
d
irectly or indirectly engaged
in
ai1d, unless
restrained and
enjoined by the Court, will continue
to engage
in, transactions, acts, practices and
courses of business that violate
Section 17(a) of the
S
ecluities
Act of 1933 (the "Securities Act") [15 U.S.C. ~ 77q(a)],
Section 10(b)
of the
S
ecurities Excl~zange Act
of
1934 (the ``Exchange
Act") [15 U.S.C. ~ 78j(b)]
and Rule lOb-S [17
C.F.R. ~ 240.1Ob-5]
thereunder.

8. None
of the securities offered
or
sold by
Defendants
were registered with the
C
oininission, rlor are
they eligible for any exemption
from
registration.
9. By
engaging in
this
conduct, as
further described
herein,
each of the Defendants
a
lso
violated and, unless
restl-ained and enjoined by the
Court,
will continue to violate
Sections
5(a)
and
5(c) of the Securities Act [15 U.S.C. §§
77e{a)
and 77e(c)] by
offering
to
sell, selling,
a
nd
delivering aftci~ sales to
the public, securities as to
which no
registration statement
was or is
in
effect or on
file with the Commission, and
for which no
exemption
was
or is
available.
J
URISDICTION AND
VENUE
10.
The Court has jurisdiction
over
this
action
pursuant to
Securities Aet
Sections
2
0(b) and 22(a) [15
U.S.C. §~ 77t(b) and
77v(a)] and Exchange
Act
Sections 21(d), 21(e),
and
27
[15 U.S.C. ~§
78u(d), 78u(e) and 78aa].
Defendants
made use
of
the
means or
insh-uinents of
i
nterstate
commerce, of the nails, or
of the facilities of a
natio11a1
securities exchange
in
c
onnection
with the acts, transactions, practices,
and courses
of business
alleged. in this
C
omplaint.
11.
Venue lies ii~l the Northern
District of Illinois
pursuant to
Securities Act
Section
22(a)
(15 U.S.C. ~
77v(a)]
and
Exchange
Act Section 27 [15
U.S.C. ~
78aa] because certain of
the acts,
practices, and
courses of business
constituting the
violations of law alleged
in this
C
omplaint occui-~-ed within this district.
Specifically, (i) Defendant
I-Ieilderson
resides in this
d
istx•ict; (ii) GRL's
main office is located
at F~~enderson's
residential address in this district; and
(iii) at least
some
of the solicited potential investors
reside
in this district.
DEFENDANTS
12.
John
Henderson,
age 67,
is a resident of
Naperville,
Illinois. Henderson is the
founder,
owner, President,
and CEO of Global ResoLu•ces
Leadership, LLC.

13.
Global Resources Leadership, LLC is
aDelaware-incorporated
limited liability
c
ompany. Its
principal place of business is at John
Ilenderson's
home address in Naperville,
I
llinois.
FACTUAL ALLEGATIONS
The Joint Venture
Agreement
14. Defendant
Henderson
purports to be
a pastor
and claims to be active in charitable
activities.
Although he has no
formal business training or
experience in the commodities
i
ndustry, Henderson started URL after being inspired by
stories
of successful entrepreneurs. I~Ie
envisioned
GRI~ as a vehicle to generate funds
for his charitable activities.
15. In 2015, Henderson was introduced to
Individual 1, a Nigerian national and
resident
of Georgia, and Individual 1's
company (hereinafter, t11e
"JV Partner"). Individual 1 is a
b
ishop
affiliated with churches in Nigeria and the
United States.
JV Partner purported to be
engaged
it1 the business of brokering
the purchase cif crude oil from the
Nigerian National
P
etroleum Corporation ("NNPC") and selling that
oil
to
1-etineries
overseas. JV Partner
effectively acted
as a
middle-n~an,
to
bring together the seller (NNPC) and buyers
of oil.
1
6.
According to Individual 1, as part of the
crude nil transactions
he brokered,
NNPC required that
the buyer post a financial
instrument or guarantee before the
oil
could be
r
eleased, in
order
to
provide itlsurance, and protect NNPC
against loss,
in
the
event
the
oil
was
not
delivered to the buyer' (e.g.,
if
the vessel was
lost at sea).
That financial instrument had to be
issued by a
bard: in the form of a letter of credit
or similar- guarantee.
Individual 1
could not
a
ffo~~d to fund the
financial instrument on his own, and so he
began efforts to raise money to
facilitate
the NNPC' oil deals.
17.
After their introduction,
Individual 1 and I-Ienderson entered into a joint venture
agree~ilent
through
their
respective entities,
GRL and JV Partner,
dated December 201.5 and.

amended
in July
2016
(the
"JV
Agreement"), fo1- the
purpose of brokering
NN~'C crude oil
t
ransactions.
PursLiant to the JV Agreenlenf, JV Partner,
relying on
Individual 1's contacts with
N
NPC, would procure the
supply of
crude
oil. Under- the
JV Agreement,
GRL
would
be
r
esponsible for-
raising and pooling; money front U.S. investors,
with the
promise of exceptional
returns,
to fund the purchase of the
financial instruments
from banks.
The June
2017
Securities
Solicitation
1 S.
In furtherance of the JV Agreement,
Henderson sent
an e-mail soliciting
i
nvestments on Tune 30, 2017
("June
2017
E-mail"). The
over 150 recipie~lts were comprised
of
i
ndividuals
associated with a Christian liberal arts college
("College 1"),
and religious
o
rganizations with
which Henderson
was
associated,
including the church that he founded.
19. "I,he
June
2017
E-mail made multiple religious
references.
For eaarnple,
H
enderson. referenced. the investment
opportunity as "a
Kingdom vision that is
For
Christ and
I-his
Kingdom" that will purportedly "stir up the apostles, p2•ophets,
leaders, evangelists to
lead
the
way in the church and
in
the world."
Henderson also
referred to his partner,
Individual
1, as
a
"Nigerian
believer"
who is also
an "apostle/tentmaker in Africa"
and also
stated that "we
both
have
been led by the Spirit to do this."
2
0.
The Tune 2017 E-mail also
claimed that Henderson was
starting a hedge fiand fog-
College 1
alumni and their• networks called the "Sons and
Daughters
of rl~hunder" {"SDT") und.
T
o
date, Henderson,
on information and belief, has
taken
no
steps to establish. such a 17edge fund.
21. The June 2017
E-mail, which included several
attachments, described various
i
nvestment opportunities available for the recipients
of
the
e-mail.
For instance, one of the
a
ttachments described
art
"Investment Fund"
focused
ors funding trade deals involving crude oil.
The
attachment
further
stated that "we
need
to
have a significant
cashflow aild shal-ed risk with
o
ther iizvestors."
There were three additional attachments,
each referred to as a "Trade

I1lvestment
Agreement with
Global Resources Leadership."
"T'he attachments
were
titled,
s
eparately, "Class
A", "Class B" aild "Class L,"
and
each
attachment offered
ii~vestmetlts with
s
ignificantly large retunls
in
relatively short periods of time.
For
example,
Henderson promised
t
hat a
$175,000 Class A
investment would yield
a $1.3
million return
in 90
days.
H
enderson's Materially False
and
1VTisleaaing
Statements
22.
While
soliciting investments via the
June
2017 E-mail,
Defeizdants
knowingly
a
nd/or
recklessly made (and were also
negligent in lnakii~ig)
several
materially false or
m
isleading
statements or
omissions, including that
(1) the
Tribe had.
established its
own
c
ommercial bank and had promised the
joint
venture a $250
million
letter of credit; (2) the
Tribe
was
providing
the joint
venture with $200
billion
in
gold
bullion that was
being
"monetized in
the
international market"; (3) the
joint venture's
assets would be
"monetized and matched" by
the
governments
of Ghana,
Rwanda, Uganda and
Ethiopia
and. that. these
governments
were
w
illing to
provide sovereign assets so
they
would have "skin in
the
game"; and (4) the
"Nigerian
g
overnment is
obligated to
give us Sovereign Funds" to
match the assets
provided by
the Tribe.
23.
Each of these claims was
materially false or
misleading, as
described herein.
24.
Henderson falsely
stated in the June 2017
E
-snail that the Tribe
had established its
own
commercial bank and had promised
the joint
venture a $250
million
letter of credit and
a
ccess to
$200 billion
in
gold
bullion
that was being
"monetized ir1
the international
market."
25.
Henderson
knew, ar was at least
reckless in
not knowing,
that the Tribe
did not
have a
bank
and had never established a
bank of
any type.
Henderson further
knew, or was at
least
reckless in not
knowing, that the
Tribe had never
promised the
joint venture a
$2501ni11ic~n
l
etter o~credit.
Prior to
sending the June 2017
E-snail,
Henderson did
nothing to
confirm or
attempt to
colzfi~-m that
the Tribe had
established a bank
or• that it had access
to
such finds.
b

26.
Likewise, ~-Ienderson knew, or was at least reckless
ir1 not
knowing, that the Tribe
h
ad
never promised $200
billion
in gold bullion. to
the joint
venture, and he had. no reasonable
basis to
believe the Tribe
even
had
(or had access
to)
$200 billion
in geld
bullion.
27. Henderson also falsely asserted that the
joint venture's
assets would be
"monetized and
matched" by the governments
of CJhana, Rwanda, Uganda,
and Ethiopia and that
the
Nigerian government was obligated to provide the
joint venture
with sovereign funds.
28.
Henderson knew, or was reckless in not
knowing, that the
governments of Ghana,
Rwanda,
Uganda, and Ethiopia did not agree, and had not
agreed, to
"monetize" or ``match" the
assets of the joint venture. There
were no written nor
oral agreements between
any of these
g
overnments and.
the joint venture (or either Defendant).
29.
Henderson
also
falsely stated in the Tune 2017
E-snail that the
Nigerian
g
overnment was
obligated to provide the joint venture with
sovereign assets to
snatch the assets
provided by the Tribe. "There
was no such obligation. by
the Nigerian government at the time
I~enderson made
that. statement or• at any other time.
Defendants' Other Deceptive and
Fraudulent
Conduct
30. The June 2017
E-mail attachments also stated
that the invested funds
were
to be
used to
secure financial instruments to facilitate
the purchase
of
crude
oil.
3
1. However, Henderson
knowingly and/or recklessly (arid also
negligently) took a
p
ortion
of Investor A's funds, which were deposited in URL's
bank account,
and used it to pay
for
certain of his personal expenses.
The Unregistered
Securities
32.
"I'he Jude 2017 E-mail constituted an offer of
secul-ities, in the
form of invesfiment
contracts.
The June 2017 E-mail expx•essly solicited the
investment o~'money,
and the solicited
7

individuals, including Investo7• A,
were asked to invest at
various
levels,
i•an~;ing
fr
om
$10,000 to
$ l
75,000.
33. 'I'hc
Jui1e 2017
E-mail also contemplated "shared
risk with other investors'"
t
hrough the pooling of invested
fiords, to be used to
purchase
the
financial instruments and
spread the risk
of
the crude
oil
transactions across that pool.
3
~. The June
2017 E-mail also promised specific returns
on investments, or
profits,
based on the respective investment levels (e.g~., Class A, B, C) described
i11
the Tune 2017 E-mail
azld its
attachments.
35. The June 2017 E-mail described. the steps that. Defendants and their partners
would take to raise funds, obtain the financial instruments, and negotiate arld execute the crude
o
il transactions with NPPC and foreign refineries. The June 2017 E-mail did not identify or
d
escribe any steps
or
actions to be taken by
investors.
36. Henderson sold or offered to sell GRL's investment contracts even though they
l
ead
not filed a registration statement with the Coininission and the investment contracts
were
clot
e
xempt from the registration requirements of the Securities Act.
37.
Henderson
utilized means
of
interstate commerce by
sending the June 2017 I?-
mail
to over 150 individuals, including some
individuals
residing outside the state of
Illinois.
I'or example, I~enderson offered and sold an investment contract to Investor A, who resides in
C
alifornia.
8

FIRST CLAIM
E
ach llefendant
Violated Exchange Act
Section 10(b) and Rule lOb-5
38. "I'he
Commission
realleges and. incorporates by
reference paragraphs 1 through
J7.
39. Lach Defetldant, directly and indirectly,
with scientei-, and
in connection
with the
p
urchase
or
sale
of
securities and by use of the means
or instruments of interstate commerce or
the
mails: (a) has employed devices, schemes or artifices to
defraud; (b) has made untrue
s
tatements of material fact or omitted to state material facts
necessary in order to make the
s
tatements made, in light of the circumstances under which they were
made, not misleading;
and
{
c) has
engaged in acts,
practices,
or
courses
of business
which operated, would operate, and/or
are
operating as a fraud or deceit upon the purchasers, sellers,
and/or prospective
purchasers
or
sellers
of securities.
40. By reason of the foregoing, each Defendant violated
and, unless
restrained and
enjoined,
will continue to
violate
Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and
Rule lOb-
5 [17 C.F.R §
240.1Ob-5] thereunder.
SECONll CLAIM
Each Defendant Violated Securities Act
Section
17(a)
41. rl he Commission realleges and. incorporates
by reference paragraphs 1 through
37.
42. Each
Defendant,
directly or indirectly, in
the
offer
or sale of
securities and by use
o
f the means or instruments
of
interstate commerce
or
the
mails: (a) has employed, is
e
mploying; or is about to employ devices, schemes, or artifices to defraud; (b) has obtained., is
obtaining,
or
is about to obtain money
or
property by means
of untrue statements of material
fact
and tl~e omissions
cif material
facts
necessary to make the statements
made, in
light
of
the
9

circumstances
under
which
they were
made, riot n7isleading;
and (c) has
engaged, is engaged, or
is
about to
engage in transactions, acts, practices, and
courses
cif business
which
operated,
would
o
perate,
and/or are operating as a fraud upon the
purchasers, sellers,
and/or prospective
p
urchasers
or sellers of securities.
43. Defendants engaged
in
the
aforementioned conduct
with scienter, and they also
failed to
exercise
reasonable care with regard tv their
eondlict and
consequently were negligent.
44. By reason of the foregoing,
each. ll
efendant has violated and, unless
restrained
a
nd enjoined,
will continue to violate
Securities Act Section
17(a) [15 U.S.C. §
77q(a)].
THIRD CLAIM
Each llefendant Violated Securities Act
Sections
5(a) and
_5
(c)
45.
The Commission realleges and
incorporates by
reference
paragraphs 1 t~hrou~h
37.
46.
The .Tune 2017 E-snail, plus
the attachments,
constituted
an offer of securities, and
at
least one
investor purchased securities based
on
Defendants' offer of securities.
47.
Each Defendant, directly or
indirectly, made use
of the means
or
instruments
ofd
t
ransportation
or communication in interstate commerce
or of
the mails to offer and sell
s
ecurities in the form of investment
contracts and carried
or caused to be
carried through the
m
ails, or
in interstate commerce, by means
or instruments
of
transportation, such securities foi•
the
purpose
of sale or for delivery after sale,
when
no
registration statement had been tiled or
was
in effect as to such. securities and
for which no
exemption validly applied.
4
8.
By reason of the
foregoing, each Defendant lias
violated and, unless
restrained
and
enjoined,
will
continue to
violate Securities Act
Sections 5(a) and
5(c) [15 U.S.C, ~§ 77e(a)
a
ild 77e(c)].
10

PRAYER FOR
RELIEF
W
HI~REFORE,
the Commission respectfully requests that the Court enter a judgment:
I.
Finding that Defendants
committed the violations
alleged above;
lI.
Permanently enjoining
Defendants from further violations
of Sections
10(b)
of
the
.Exchange
Act
[15 U.S.C. § 78j(b)] and Rule lOb-5 [17 C.F.R. § 240.1Ob-SJ thereunder, and
Sections 17(a),
5(a), and 5(c) of
the
Securities
Act
[15
U.S.C. §~ 77q(a), 77e(a), and
77e{c)];
III.
Permanently
enjoining
Defendants from.
directly or indirectly, including but
not limited to
t
hrough any
entity owned or controlled by either of them, participating in the issuance,
purchase,
offer,
or
sale
of any
security,
provided,
however,
that
such injunction s11all not
prevent Defendant
Henderson from purchasing or selling securities for his own personal account;
Ordering Defendants to disgorge
and pay
all ill-gotten gains received or unjust
e
nrichment
derived
from
the
illegal
conduct alleged in this Complaint, plus pre judgment interest
t
hereon;
V.
Ordering
Defendants to pay civil monetary penalties pursuant to Section 20(d) of the
S
ecurities Act
[15 U.S.C. ~ 77t(d)] and Section 21(d)(3) of the Exchange Act
[1a U.S.C. §
78u(d)(3)];

1
G
ranting such other and further relief as this Court may
deem just, equitable, ol• necessary
i
n connection with the enforcement
of
the federal
securities laws
and for the protection of
investors.
The Commission demai~ids a trial by jui°y on all
issues so
triable.
D
ated: September 16, 2019 Res
ectfull bmitted
t
an
J.
Sgelml
ch
I1.S. SECURITIES
AND EXCHANGE COMMISSION
Division
of Enforcement
100 F Street,
N.E.
W
ashington, DC 20549-5977
(202) 551-4935
SchlegelmilchS
a
SEC.gov
Attorney for
Plaif~~tiff'U.S. ~S'ecur•ities crud Exchange
t
.'ommzssivn
(~f C'rn~n~el
C
hristina M. Adams (p~~o hac
vice
motion to be
filed)
Nicholas C. Margida
(~~r-
o
hac vice motion to be filed)
Fuad
Rana
U
.S. S~.cux~Tl~s A~~ Exc~-~aN~~: Co~~Mlssio~
Division
of
Tnforcemcnt
l
0U F Street, N.E.
W
ashington, DC 20549
12

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS

U.S. SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

vs.

Civil Action No.

Jury Trial llemanded

JOHN HENllERSON and GLOBAL
RESOURCES LEAllERSHIP, LLC,

Defendants.

COMPLAINT

The U,S. Securities and Exchange Commission ("Commission") alleges as follows:

SUMMARY

1. In June 2017, Defendant John I-Ienderson ("Henderson"), thl•ough his company

Defendant Global Resources Leadership, LLC ("GRL°'), conducted an unregistered offering a~1d

affinity fraud by soliciting over 150 investors, via an e-mail. dated June 30, 2017, to invesi in an

alleged joint ventu~•e to buy and sell crude oil (the ".Tune 2017 E-mail"). In that e-1nai1

solicitation, Defendants made numerous false and misleading statements about GRI,, its joint

venture partner, and their relationship with various foreign coliz~tries and a purported Native

American ts•ibe (hereinafter, the "Tribe"), includii~lg but riot limited to false stateineilts regarding

the Tribe's purported financial backing of the venture, how investor funds would be used, and

supposed obligations of various African countries' goverz~rnents.

Case: 1:19-cv-06183 Document #: 1 Filed: 09/16/19 Page 1 of 12 PageID #:1



2. The June 2017 E-mail solicitation included several attachments describing various

investment opportunities available to the potential investors, including Class A, B, and G Tracle

Investment Agreements with GRL that pz•onlised significant retunls in short periods of time.

Defendant's ,tune 2017 L-mail solicitation targeted individuals associated with a

Christian college, Christian church, and other i•eli~ious organizations with which I-Ienderson was

associated, including a church 11e founded, by employing various religious references. Fo7~

example, Defendant. introduced the investment opportunity as "a Kingdom. vision that is For

Christ and His Kingdom" and stated he had "bee11 led by the Spirit to do this."

4. The June 2017 E-mail resulted in a $10,000 investment by one investor ("Investor

~~,

5. The June 2017 E-mail stated that. the invested funds would be used to secure

financial instruments necessary to facilitate the purchase of crude oiL Henderson, however,

spent part of Investor A's funds on personal expenses.

6. Defendant Henderson committed fraud by knowingly or recklessly making

materially false or misleading staterllents or omissions about the joint venture for which he was

soliciting investments, including about the financial backing of t11e venture and how investor

funds would be used. GRL committed fraud through. the acts of Henderson.

7. By engaging in this conduct, as further described herein, each of the Defendants

directly or indirectly engaged in ai1d, unless restrained and enjoined by the Court, will continue

to engage in, transactions, acts, practices and courses of business that violate Section 17(a) of the

Secluities Act of 1933 (the "Securities Act") [15 U.S.C. ~ 77q(a)], Section 10(b) of the

Securities Excl~zange Act of 1934 (the ̀ `Exchange Act") [15 U.S.C. ~ 78j(b)] and Rule lOb-S [17

C.F.R. ~ 240.1Ob-5] thereunder.

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8. None of the securities offered or sold by Defendants were registered with the

Coininission, rlor are they eligible for any exemption from registration.

9. By engaging in this conduct, as further described herein, each of the Defendants

also violated and, unless restl-ained and enjoined by the Court, will continue to violate Sections

5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e{a) and 77e(c)] by offering to sell, selling,

and delivering aftci~ sales to the public, securities as to which no registration statement was or is

in effect or on file with the Commission, and for which no exemption was or is available.

JURISDICTION AND VENUE

10. The Court has jurisdiction over this action pursuant to Securities Aet Sections

20(b) and 22(a) [15 U.S.C. §~ 77t(b) and 77v(a)] and Exchange Act Sections 21(d), 21(e), and

27 [15 U.S.C. ~§ 78u(d), 78u(e) and 78aa]. Defendants made use of the means or insh-uinents of

interstate commerce, of the nails, or of the facilities of a natio11a1 securities exchange in

connection with the acts, transactions, practices, and courses of business alleged. in this

Complaint.

1 1. Venue lies ii~l the Northern District of Illinois pursuant to Securities Act Section

22(a) (15 U.S.C. ~ 77v(a)] and Exchange Act Section 27 [15 U.S.C. ~ 78aa] because certain of

the acts, practices, and courses of business constituting the violations of law alleged in this

Complaint occui-~-ed within this district. Specifically, (i) Defendant I-Ieilderson resides in this

distx•ict; (ii) GRL's main office is located at F~~enderson's residential address in this district; and

(iii) at least some of the solicited potential investors reside in this district.

DEFENDANTS

12. John Henderson, age 67, is a resident of Naperville, Illinois. Henderson is the

founder, owner, President, and CEO of Global ResoLu•ces Leadership, LLC.

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13. Global Resources Leadership, LLC is aDelaware-incorporated limited liability

company. Its principal place of business is at John Ilenderson's home address in Naperville,

Illinois.

FACTUAL ALLEGATIONS

The Joint Venture Agreement

14. Defendant Henderson purports to be a pastor and claims to be active in charitable

activities. Although he has no formal business training or experience in the commodities

industry, Henderson started URL after being inspired by stories of successful entrepreneurs. I~Ie

envisioned GRI~ as a vehicle to generate funds for his charitable activities.

15. In 2015, Henderson was introduced to Individual 1, a Nigerian national and

resident of Georgia, and Individual 1's company (hereinafter, t11e "JV Partner"). Individual 1 is a

bishop affiliated with churches in Nigeria and the United States. JV Partner purported to be

engaged it1 the business of brokering the purchase cif crude oil from the Nigerian National

Petroleum Corporation ("NNPC") and selling that oil to 1-etineries overseas. JV Partner

effectively acted as a middle-n~an, to bring together the seller (NNPC) and buyers of oil.

16. According to Individual 1, as part of the crude nil transactions he brokered,

NNPC required that the buyer post a financial instrument or guarantee before the oil could be

released, in order to provide itlsurance, and protect NNPC against loss, in the event the oil was

not delivered to the buyer' (e.g., if the vessel was lost at sea). That financial instrument had to be

issued by a bard: in the form of a letter of credit or similar- guarantee. Individual 1 could not

affo~~d to fund the financial instrument on his own, and so he began efforts to raise money to

facilitate the NNPC' oil deals.

17. After their introduction, Individual 1 and I-Ienderson entered into a joint venture

agree~ilent through their respective entities, GRL and JV Partner, dated December 201.5 and.

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amended in July 2016 (the "JV Agreement"), fo1- the purpose of brokering NN~'C crude oil

transactions. PursLiant to the JV Agreenlenf, JV Partner, relying on Individual 1's contacts with

NNPC, would procure the supply of crude oil. Under- the JV Agreement, GRL would be

responsible for- raising and pooling; money front U.S. investors, with the promise of exceptional

returns, to fund the purchase of the financial instruments from banks.

The June 2017 Securities Solicitation

1 S. In furtherance of the JV Agreement, Henderson sent an e-mail soliciting

investments on Tune 30, 2017 ("June 2017 E-mail"). The over 150 recipie~lts were comprised of

individuals associated with a Christian liberal arts college ("College 1"), and religious

organizations with which Henderson was associated, including the church that he founded.

19. "I,he June 2017 E-mail made multiple religious references. For eaarnple,

Henderson. referenced. the investment opportunity as "a Kingdom vision that is For Christ and

I-his Kingdom" that will purportedly "stir up the apostles, p2•ophets, leaders, evangelists to lead

the way in the church and in the world." Henderson also referred to his partner, Individual 1, as

a "Nigerian believer" who is also an "apostle/tentmaker in Africa" and also stated that "we both

have been led by the Spirit to do this."

20. The Tune 2017 E-mail also claimed that Henderson was starting a hedge fiand fog-

College 1 alumni and their• networks called the "Sons and Daughters of rl~hunder" {"SDT") und.

To date, Henderson, on information and belief, has taken no steps to establish. such a 17edge fund.

21. The June 2017 E-mail, which included several attachments, described various

investment opportunities available for the recipients of the e-mail. For instance, one of the

attachments described art "Investment Fund" focused ors funding trade deals involving crude oil.

The attachment further stated that "we need to have a significant cashflow aild shal-ed risk with

other iizvestors." There were three additional attachments, each referred to as a "Trade

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I1lvestment Agreement with Global Resources Leadership." "T'he attachments were titled,

separately, "Class A", "Class B" aild "Class L," and each attachment offered ii~vestmetlts with

significantly large retunls in relatively short periods of time. For example, Henderson promised

that a $175,000 Class A investment would yield a $1.3 million return in 90 days.

Henderson's Materially False and 1VTisleaaing Statements

22. While soliciting investments via the June 2017 E-mail, Defeizdants knowingly

and/or recklessly made (and were also negligent in lnakii~ig) several materially false or

misleading statements or omissions, including that (1) the Tribe had. established its own

commercial bank and had promised the joint venture a $250 million letter of credit; (2) the Tribe

was providing the joint venture with $200 billion in gold bullion that was being "monetized in

the international market"; (3) the joint venture's assets would be "monetized and matched" by

the governments of Ghana, Rwanda, Uganda and Ethiopia and. that. these governments were

willing to provide sovereign assets so they would have "skin in the game"; and (4) the "Nigerian

government is obligated to give us Sovereign Funds" to match the assets provided by the Tribe.

23. Each of these claims was materially false or misleading, as described herein.

24. Henderson falsely stated in the June 2017 E-snail that the Tribe had established its

own commercial bank and had promised the joint venture a $250 million letter of credit and

access to $200 billion in gold bullion that was being "monetized ir1 the international market."

25. Henderson knew, ar was at least reckless in not knowing, that the Tribe did not

have a bank and had never established a bank of any type. Henderson further knew, or was at

least reckless in not knowing, that the Tribe had never promised the joint venture a $2501ni11ic~n

letter o~credit. Prior to sending the June 2017 E-snail, Henderson did nothing to confirm or

attempt to colzfi~-m that the Tribe had established a bank or• that it had access to such finds.

b

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26. Likewise, ~-Ienderson knew, or was at least reckless ir1 not knowing, that the Tribe

had never promised $200 billion in gold bullion. to the joint venture, and he had. no reasonable

basis to believe the Tribe even had (or had access to) $200 billion in geld bullion.

27. Henderson also falsely asserted that the joint venture's assets would be

"monetized and matched" by the governments of CJhana, Rwanda, Uganda, and Ethiopia and that

the Nigerian government was obligated to provide the joint venture with sovereign funds.

28. Henderson knew, or was reckless in not knowing, that the governments of Ghana,

Rwanda, Uganda, and Ethiopia did not agree, and had not agreed, to "monetize" or ̀ `match" the

assets of the joint venture. There were no written nor oral agreements between any of these

governments and. the joint venture (or either Defendant).

29. Henderson also falsely stated in the Tune 2017 E-snail that the Nigerian

government was obligated to provide the joint venture with sovereign assets to snatch the assets

provided by the Tribe. "There was no such obligation. by the Nigerian government at the time

I~enderson made that. statement or• at any other time.

Defendants' Other Deceptive and Fraudulent Conduct

30. The June 2017 E-mail attachments also stated that the invested funds were to be

used to secure financial instruments to facilitate the purchase of crude oil.

31. However, Henderson knowingly and/or recklessly (arid also negligently) took a

portion of Investor A's funds, which were deposited in URL's bank account, and used it to pay

for certain of his personal expenses.

The Unregistered Securities

32. "I'he Jude 2017 E-mail constituted an offer of secul-ities, in the form of invesfiment

contracts. The June 2017 E-mail expx•essly solicited the investment o~'money, and the solicited

7

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individuals, including Investo7• A, were asked to invest at various levels, i•an~;ing from $10,000 to

$ l 75,000.

33. 'I'hc Jui1e 2017 E-mail also contemplated "shared risk with other investors'"

through the pooling of invested fiords, to be used to purchase the financial instruments and

spread the risk of the crude oil transactions across that pool.

3~. The June 2017 E-mail also promised specific returns on investments, or profits,

based on the respective investment levels (e.g~., Class A, B, C) described i11 the Tune 2017 E-mail

azld its attachments.

35. The June 2017 E-mail described. the steps that. Defendants and their partners

would take to raise funds, obtain the financial instruments, and negotiate arld execute the crude

oil transactions with NPPC and foreign refineries. The June 2017 E-mail did not identify or

describe any steps or actions to be taken by investors.

36. Henderson sold or offered to sell GRL's investment contracts even though they

lead not filed a registration statement with the Coininission and the investment contracts were clot

exempt from the registration requirements of the Securities Act.

37. Henderson utilized means of interstate commerce by sending the June 2017 I?-

mail to over 150 individuals, including some individuals residing outside the state of Illinois.

I'or example, I~enderson offered and sold an investment contract to Investor A, who resides in

California.

8

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FIRST CLAIM

Each llefendant Violated Exchange Act Section 10(b) and Rule lOb-5

38. "I'he Commission realleges and. incorporates by reference paragraphs 1 through

J7.

39. Lach Defetldant, directly and indirectly, with scientei-, and in connection with the

purchase or sale of securities and by use of the means or instruments of interstate commerce or

the mails: (a) has employed devices, schemes or artifices to defraud; (b) has 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; and

{c) has engaged in acts, practices, or courses of business which operated, would operate, and/or

are operating as a fraud or deceit upon the purchasers, sellers, and/or prospective purchasers or

sellers of securities.

40. By reason of the foregoing, each Defendant violated and, unless restrained and

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

5 [17 C.F.R § 240.1Ob-5] thereunder.

SECONll CLAIM

Each Defendant Violated Securities Act Section 17(a)

41. rl he Commission realleges and. incorporates by reference paragraphs 1 through

37.

42. Each Defendant, directly or indirectly, in the offer or sale of securities and by use

of the means or instruments of interstate commerce or the mails: (a) has employed, is

employing; or is about to employ devices, schemes, or artifices to defraud; (b) has obtained., is

obtaining, or is about to obtain money or property by means of untrue statements of material fact

and tl~e omissions cif material facts necessary to make the statements made, in light of the

9

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circumstances under which they were made, riot n7isleading; and (c) has engaged, is engaged, or

is about to engage in transactions, acts, practices, and courses cif business which operated, would

operate, and/or are operating as a fraud upon the purchasers, sellers, and/or prospective

purchasers or sellers of securities.

43. Defendants engaged in the aforementioned conduct with scienter, and they also

failed to exercise reasonable care with regard tv their eondlict and consequently were negligent.

44. By reason of the foregoing, each. llefendant has violated and, unless restrained

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

THIRD CLAIM

Each llefendant Violated Securities Act Sections 5(a) and _5(c)

45. The Commission realleges and incorporates by reference paragraphs 1 t~hrou~h

37.

46. The .Tune 2017 E-snail, plus the attachments, constituted an offer of securities, and

at least one investor purchased securities based on Defendants' offer of securities.

47. Each Defendant, directly or indirectly, made use of the means or instruments ofd

transportation or communication in interstate commerce or of the mails to offer and sell

securities in the form of investment contracts and carried or caused to be carried through the

mails, or in interstate commerce, by means or instruments of transportation, such securities foi•

the purpose of sale or for delivery after sale, when no registration statement had been tiled or

was in effect as to such. securities and for which no exemption validly applied.

48. By reason of the foregoing, each Defendant lias violated and, unless restrained

and enjoined, will continue to violate Securities Act Sections 5(a) and 5(c) [15 U.S.C, ~§ 77e(a)

aild 77e(c)].

10

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PRAYER FOR RELIEF

WHI~REFORE, the Commission respectfully requests that the Court enter a judgment:

I.

Finding that Defendants committed the violations alleged above;

lI.

Permanently enjoining Defendants from further violations of Sections 10(b) of the

.Exchange Act [15 U.S.C. § 78j(b)] and Rule lOb-5 [17 C.F.R. § 240.1Ob-SJ thereunder, and

Sections 17(a), 5(a), and 5(c) of the Securities Act [15 U.S.C. §~ 77q(a), 77e(a), and 77e{c)];

III.

Permanently enjoining Defendants from. directly or indirectly, including but not limited to

through any entity owned or controlled by either of them, participating in the issuance, purchase,

offer, or sale of any security, provided, however, that such injunction s11all not prevent Defendant

Henderson from purchasing or selling securities for his own personal account;

Ordering Defendants to disgorge and pay all ill-gotten gains received or unjust

enrichment derived from the illegal conduct alleged in this Complaint, plus pre judgment interest

thereon;

V.

Ordering Defendants to pay civil monetary penalties pursuant to Section 20(d) of the

Securities Act [15 U.S.C. ~ 77t(d)] and Section 21(d)(3) of the Exchange Act [1a U.S.C. §

78u(d)(3)];

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1

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

in connection with the enforcement of the federal securities laws and for the protection of

investors.

The Commission demai~ids a trial by jui°y on all issues so triable.

Dated: September 16, 2019 Res ectfull bmitted

t

an J. S gelml ch
I1.S. SECURITIES AND EXCHANGE COMMISSION

Division of Enforcement
100 F Street, N.E.
Washington, DC 20549-5977
(202) 551-4935
SchlegelmilchS a SEC.gov

Attorney for Plaif~~tiff'U.S. ~S'ecur•ities crud Exchange
t.'ommzssivn

(~f C'rn~n~el

Christina M. Adams (p~~o hac vice motion to be filed)
Nicholas C. Margida (~~r-o hac vice motion to be filed)
Fuad Rana
U.S. S~.cux~Tl~s A~~ Exc~-~aN~~: Co~~Mlssio~
Division of Tnforcemcnt
l0U F Street, N.E.
Washington, DC 20549

12

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