SEC v. Jersey Consulting LLC; Marc Andrew Tager; Suzanne Aileen Gagnier; Kenneth Stephen Gross; Jeffrey Rowland Lebarton; Jonathan Edward Shoucair, et al., No. 2:18-cv-00155-BSJ, Eastern District of New York (Mar. 5, 2018) — Complaint

Amy            J.            Oliver            (8785)
[email protected]
Daniel J. Wadley (10358)
[email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
351 South West Temple, Suite 6.100
Salt Lake City, Utah 84101
Tel:  (801) 524-5796
Fax: (801) 524-3558

IN THE UNITED STATES DISTRICT COURT
DISTRICT OF UTAH, CENTRAL DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

                        PLAINTIFF,

v.

JERSEY CONSULTING LLC, a Nevada
limited liability company, MARC ANDREW
TAGER, an individual, SUZANNE AILEEN
GAGNIER, an individual, KENNETH
STEPHEN GROSS, an individual, JEFFREY
ROWLAND LEBARTON, an individual,
JONATHAN EDWARD SHOUCAIR, an
individual, and JASON VITOLO, an individual,

                        DEFENDANTS;

and

PREMIER MARKETING SOLUTIONS, INC.,
a California corporation, EQUITY FIRST
PROPERTIES INC., a California corporation,
MATTHEW JACOB FREITAS, an individual,
ROXANE MARIE GROSS, an individual,
MATTHEW EARL MANGUM, an individual,
and CHRISTINE L. SHOUCAIR, an individual,

                          RELIEF DEFENDANTS.

COMPLAINT

Case No.:

Judge

Plaintiff,  Securities  and  Exchange  Commission  (the  “Commission”),  for  its  Complaint
against  Defendants  Jersey  Consulting  LLC,  Marc  Andrew  Tager,  Suzanne  Aileen  Gagnier,
Kenneth Stephen Gross, Jeffrey Rowland Lebarton, Jonathan Edward Shoucair, and Jason Vitolo
(collectively, the “defendants”) alleges as follows:
SUMMARY OF THE ACTION
1.   This  case  concerns  an  unregistered  and  fraudulent  offering  of  securities  by  Jersey
Consulting LLC and its principal, convicted felon Marc Andrew Tager, effected through the use
of paid and unregistered solicitors. Since September 2014, Jersey and Tager, with the assistance
of the solicitors, raised at least $6 million from at least 84 investor households via the offer and
sale  of  Jersey  securities  referred  to  as  “Royalty  Interests,”  and  the  conduct  is  believed  to  be
ongoing.
2. Jersey,  Tager,  and  solicitors  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo
(collectively, the “solicitors”) represented to investors that:
(A)  Jersey  had  developed  a  unique  and  proprietary  “soil  remediation”  and  precious
metals  ore  extraction  process,  referred  to  as  plasmafication,  that,  supposedly,  allowed
Jersey  to  profitably  extract  precious  metals  from  soil  obtained  from  Jersey’s  80-acre
Bureau of Land Management (“BLM”) claim located in or near the Arizona Strip and to
do so at a rate that was in excess of current industry standards,
(B)  funds raised by Jersey through the offer and sale of Jersey “Royalty Interests” would
be  used  “to  fund  [Jersey’s]  operations,  increase  soil  remediation  and  refining  activities,
expand  marketing  and  sales  efforts,  and  provide  working  capital  for  overall  corporate
operations,

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(C)  Jersey’s  Royalty  Interest  securities  were  secure  and  protected  because  they  were
backed by Jersey’s physical assets and current revenues, and
(D) investors they would “double” their money with a return of 100% or more in twelve
months or less.
3. Jersey,  Tager,  and  the  solicitors  misrepresented  to  investors  and/or  omitted  to
disclose  to  investors  that,  among  other  things,  Jersey  was  owned  and  operated  by  a  convicted
felon  (Tager),  Jersey  had  no  BLM  claim,  Jersey’s  technology  was  not  commercially  viable,
Jersey had no material revenues, the value of Jersey’s physical assets was insufficient to secure
Jersey  investors,  Jersey  funds  were  dissipated  through  personal  use  by  Jersey  principals  Tager,
Mangum, and Freitas, and some Jersey investors were repaid with funds raised from subsequent
Jersey investors (i.e., a Ponzi scheme).
4. Defendants, unless restrained and enjoined by this Court, will continue to engage
in  the  transactions,  acts,  practices,  and  courses  of  business  alleged  herein  and  in  transactions,
acts, practices, and courses of business of similar purport and object.
5. Among other relief, the defendants should be enjoined from future violations and
ordered to disgorge, with prejudgment interest thereon, all ill-gotten gains obtained as a result of
their violative conduct and to pay appropriate civil penalties.
JURISDICTION AND VENUE
6. This  Court  has  subject  matter  jurisdiction  pursuant  to  Sections  20  and  22  of  the
Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21 and Section 27 of the Exchange Act
[15 U.S.C. §§ 78u and 78aa].
7. Defendants’ conduct took place in connection with the offer, purchase, and/or sale
of securities in the form of “fractional undivided interest[s] in oil, gas, or other mineral rights,”

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and “certificate[s] of interest or participation in...any oil, gas, or other mineral royalty or lease”
or, in the alternative, note and/or investment contract securities issued by Jersey [see 15 U.S.C §
77b(a)(1) and 15 U.S.C. § 78c(a)(10)].
8. Defendants,  directly  and  indirectly,  singly  and  in  concert,  have  made  use  of  the
means  and  instrumentalities  of  interstate  commerce  and  the  mails  in  connection  with  the
transactions, acts and courses of business alleged herein, certain of which have occurred within
the District of Utah.
9. 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], venue for this action is proper in the District of Utah
because  certain  of  the  transactions,  acts,  practices,  and/or  courses  of  business  alleged  in  this
Complaint took place in this district and because certain of the defendants reside in and transact
business in this district.
DEFENDANTS
10. Jersey Consulting LLC is a Nevada limited liability company organized on April
29,  2014,  and  which  ostensibly  engages  in  mining  and/or  ore  processing  activity.  Jersey’s
principal place of business is in West Jordan, Utah. Jersey is owned and controlled by Tager.
11. Marc  Andrew  Tager,  51,  is the  sole  and  managing  member  of  Jersey  and
represents  himself  as  Jersey’s  Managing  Director.  Tager  resides  in  Sandy,  Utah,  with  co-
defendant Freitas. On September 29, 2005, Tager, who pled guilty to conspiracy to commit mail
fraud  [18  U.S.C.  §  371  (18  U.S.C.  §  1341)]  in  connection  with  a  scheme  to  illegally  duplicate
and sell Microsoft software, was sentenced to serve 24 months in federal prison and two years’
supervised release. Restitution to Microsoft was ordered in the amount of $1,131,019.00 and, as

5
of 2017, the vast majority of the ordered restitution was still unpaid. U.S. v. Tager, 3:04cr028-K
(01) (N.D. Texas).
12. Suzanne  Aileen  Gagnier,  63,  served  as  an  independent  contractor  solicitor  of
Jersey securities. Gagnier is believed to reside in Huntington Beach, California.
13. Kenneth  Stephen  Gross,  72,  served  as  an  independent  contractor  solicitor  of
Jersey  securities.  Gross  is  believed  to  reside  in  Northridge,  California.  On  March  17,  2014,  in
connection  with  a  Commission  injunctive  action  filed  in  U.S.  District  Court  for  the  Central
District  of  California-Western  Division  (case  no.  13-CV-04464-RGK  (JCG)),  a  final  judgment
was  entered  by  consent  against  Gross  permanently  enjoining  him  from  future  violations  of
Sections 5(a) and 5(c) of the Securities Act [15 U.S.C §§ 77e(a) and 77e(c)] and Section 15(a) of
the  Exchange  Act  [15  U.S.C.  §  78o(a)].  SEC  v.  Robert  Hurd,  et  al.,  2:13cv04464  (C.D.Cal.).
Subsequently,  the  Commission,  pursuant  to  Section  15(b)(6)  of  the  Exchange  Act  [15  U.S.C.  §
78o(b)(6)], made Gross the subject of a bar from associating with any broker, dealer, investment
adviser,  municipal  securities  dealer,  municipal  advisor,  transfer  agent,  or  nationally  recognized
statistical  ratings  organization  and  from  participating  in  an  offering  of  penny  stock.  See  SEC
Admin. Rel. No. 34-72345 (June 6, 2014).
14. Jeffrey Rowland Lebarton (aka Jeffrey Labarton), 67, served as an independent
contractor  solicitor  of  Jersey  securities.  Lebarton  is  believed  to  reside  in  Santa  Monica,
California.
15. Jonathan Edward Shoucair, 65, served as an independent contractor solicitor of
Jersey  securities.  Shoucair  is  believed  to  reside  in  North  Hills,  California.  On  April  2,  1998,  in
connection  with  a  Commission  injunctive  action  filed  in  U.S.  District  Court  for  the  Central
District  of  California  (case  no.  2:97cv4811),  a  final  judgment  was  entered  by  consent  against

6
Shoucair  permanently  enjoining  him  from  future  violations  of  Sections  5(a),  5(c),  and  17(a)  of
the  Securities  Act  [15  U.S.C  §§  77e(a),  77e(c),  and  77q(a)],  Sections  10(b)  and  15(a)  of  the
Exchange  Act  [15  U.S.C.  §§  78j(b)  and  78o(a)],  and  Exchange  Act  Rule  10b-5  [17  C.F.R.  §
240.10b-5]. SEC  v.  B.M.C.  Enterprises,  Inc.,  et  al.,  2:97cv4811  (C.D.Cal.).  On  September  1,
2005,  Shoucair,  who  pled  guilty  to  charges  of  conspiracy  to  commit  wire  fraud,  mail  fraud,
securities fraud & conspiracy to defraud agencies of the U.S. [18 U.S.C. § 371], wire fraud and
aiding and abetting [18 U.S.C. §§ 1343 and 1342], mail fraud and aiding and abetting [18 U.S.C.
§§1341  and  1342],  and  conspiracy  to  commit  money  laundering  [18  U.S.C.  1956(h)]  arising
from the same nucleus of conduct underlying the Commission’s injunctive action, was sentenced
to, among other things, serve 63 months in federal prison and three years’ supervised release and
to pay $42,463,291 in restitution. U.S. v. Shocucair, 3:01cr01415 (S.D. Cal.). On July 16, 2003,
Shoucair pled guilty to evasion of individual income taxes (26 U.S.C. § 7201] and was sentenced
to 24 months in federal prison to run concurrent with his other fraud offenses. U.S. v. Shoucair,
3:03cr1950 (S.D. Cal.).
16. Jason  Vitolo  (aka  Jason  Tavano),  42,  served  as  an  independent  contractor
solicitor of Jersey securities and may have falsely represented himself to at least some investors
as Jersey’s Chief Financial Officer. Vitolo is believed to reside in Westlake Village, California.
On  March  31,  2006,  Vitolo,  who  pled  guilty  to  conspiracy  to  deal  in  counterfeit  currency  [18
U.S.C. § 371 (18 U.S.C. § 1341)], was sentenced to serve 18 months in federal prison and three
years’ supervised release. U.S. v. Vitolo, 1:06cr00003 (E.D.N.Y.).
RELIEF DEFENDANTS
17. Premier  Marketing  Solutions,  Inc.  is  a  California  corporation  incorporated  on
March 2, 2006, and believed to maintain its principal place of business in or around Huntington

7
Beach, California. Premier is believed to be owned and controlled by Gagnier and used by her to
receive  at  least  $589,267.50  in  commission  payments  on  her  behalf  from  Jersey.  Most  or  all  of
this money came from investor funds paid to Jersey.
18. Equity First Properties Inc. is a California corporation incorporated on January
3,  2012,  and  believed  to  maintain  its  principal  place  of  business  in  or  around  Santa  Monica,
California. Equity First is believed to be owned and controlled by Lebarton and used by him to
receive at least $600,750 in commission payments on his behalf from Jersey. Most or all of this
money came from investor funds paid to Jersey.
19. Matthew  Jacob  Freitas,  27,  served  as  Jersey’s  “Procurement  Officer”  and
“Night  Crew  Assistant.”  Freitas  is  married  to  Tager’s  ex-spouse  and  resides  in  Sandy,  Utah.
Freitas  possessed  signing  authority  on  some  of  Jersey’s  bank  accounts  and  expended  and/or
received,  directly  or  indirectly,  funds  belonging  to  Jersey  and  obtained  from  investors  on
personal expenses.
20. Roxane  Marie  Gross,  67,  is  the  spouse  of  Kenneth  Gross  and  is  believed  to
reside  with  him  in  Northridge,  California.  At  least  $127,937  in  commission  payments  due
Kenneth by Jersey were paid to a joint account he shared with Roxane. Most or all of this money
came from investor funds paid to Jersey.
21. Matthew  Earl  Mangum,  48,  served  variously  as  Jersey’s  “Chief  Development
Officer”  and  “Chief  Technology  and  Chief  Operations  Officer”  and  resides  in  South  Jordan,
Utah.  Mangum  possessed  signing  authority  on  some  of  Jersey’s  bank  accounts  and  expended
and/or received, directly or indirectly, funds belonging to Jersey and obtained from investors on
personal expenses.

8
22. Christine L. Shoucair, 65, is the spouse of Jonathan Shoucair and is believed to
reside  with  him  in  North  Hills,  California.  At  least  $326,250  in  commission  payments  due
Jonathan  by  Jersey  were  paid  to  one  or  more  accounts  in  the  name  of  Christine.  Most  or  all  of
this money came from investor funds paid to Jersey.
STATEMENT OF FACTS
Background
23. Jersey,  owned  and  operated  by  Tager,  claims  to  be  a  company  engaged  in  the
processing of mineral rich ore to extract, via Jersey’s allegedly proprietary and “green” methods,
precious metals for subsequent sale.
24. Jersey  and  Tager,  to  raise  capital  for  the  business,  offered  financial  instruments
referred to as Royalty Interests that are securities under the federal securities laws.
25. Tager  and  Jersey  sought  investors  for  Jersey’s  Royalty  Interest  securities,  which
promised  investors  a  100%  or  greater  return  in  12  months  or  less,  through  telemarketing  calls
placed  by  paid  solicitors  (i.e.,  brokers)  who  were  neither  registered  with  the  Commission  as
brokers nor associated with entities that were registered with the Commission as brokers.
26. Two of these solicitors, K. Gross and J. Shoucair, were, as explained above, then
subjects of injunctions against engaging in such conduct while K. Gross was then also the subject
of a Commission bar against, among other things, acting as a broker.
27. In  connection  with  the  offer  and  sale  of  Jersey  securities,  Jersey  and  Tager
engaged in the making of multiple written misrepresentations and omissions in Jersey documents
and on Jersey’s public website.

9
28. At  least  some  of  these  written  misrepresentations  and  omissions  were  then
disseminated  by  the  solicitors  to  investors  and  potential  investors  to  induce  them  to  purchase
Jersey securities.
29. In  addition  to  engaging  in  misrepresentations  and  omissions,  Jersey  and  Tager
also employed devices, schemes, or artifices to defraud and engaged in practices which operated
as a fraud on Jersey investors.
Misrepresentations and Omissions
30. The  written  misrepresentations  and  omissions  that  were  provided  to  investors
appeared  in,  among  other  places,  Jersey’s  Executive  Summary  documents,  Jersey’s  Royalty
Interest documents, and Jersey’s public website and concerned, among other things, the ability of
Jersey  to  repay  investors,  the  safety  and  security  of  Jersey  securities,  the  use  of  investor  funds,
interest in Jersey by other large industry participants, the experience and qualifications of Jersey
staff, and the existence of Jersey’s mining claim.
The Jersey Executive Summary
31. Jersey  and  Tager  produced  at  least  three  different  versions  of  an  “Executive
Summary”  document,  at  least  one  version  of  which  is  known  to  have  been  provided  to  at  least
some investors in connection with the offering of Jersey’s Royalty Interest securities.
32. This document contains a number of misrepresentations and omissions, including
that:
(A) Jersey had an 80-acre mining claim in the area of the Arizona Strip whereas no such
claim belonging to Jersey has been found to exist,

10
(B)  that  investors  would  be  repaid  in  12  months  or  less  whereas  Jersey  had  no  material
revenues, customers, or products from which funds would be generated to repay investors
with,
(C) that Jersey had received “overtures from large institutions to take a commanding role
in our project” whereas no known evidence exists supporting this,
(D) that Jersey’s “team” is “world class” whereas,  in  reality,  Jersey’s  Chief  Technology
and  Chief  Operations  Officer,  Mangum,  is  a  high  school  dropout  who  obtained  a  GED,
graduated from a trade school program in electronics, and became an amateur miner and
metallurgist,   and   Jersey’s   onetime   Chief   Scientific   Officer   possesses   degrees   in
accounting and law, and
(E)  that  Tager  “is  a  true  entrepreneur  with  a  stellar  track  record  of  25  years  in  the
corporate finance world whereas, in reality, Tager is a convicted felon.
33. The   Executive   Summary   document   also   states   that   investor   funds,   which
accounted for the vast majority of funds that ever came within Jersey’s control, would be used in
connection  with  Jersey’s  stated  business  whereas  they  were,  in  material  part,  dissipated  on
personal expenditures by or for the benefit of Tager, Mangum, and/or Freitas.
34. Bank records also suggest that Tager allowed others to use debit cards associated
with Jersey accounts and that Tager and Freitas provided signed blank Jersey checks to others for
non-Jersey usage.
35. Some  categories  and  examples  of  improper  transactions  made  with  funds  in  the
Jersey accounts include payments for:
(A)   a   Harley-Davidson   motorcycle   and   other   vehicles   and   vehicle   services   and
accessories (e.g., tires, car audio systems),

11
(B) alcohol, tobacco, and vapor products,
(C) clothing (e.g., Victoria’s Secret; Old Navy, T.J. Maxx, H&M, Justice, etc.),
(D) housing, groceries, and general household expenses (e.g., rent, lawn care, etc.),
(E) entertainment (e.g., online dating services, Amazon Kindle books, Netflix, DirecTV,
GameStop, Spotify, Redbox, iTunes, movie theater and sporting event tickets, etc.),
(F) sporting goods, memorabilia, fantasy leagues, etc.,
(G) personal grooming (e.g., hair salons, tanning),
(H) medical expenses, and
(I) tuition and various expenditures for Tager’s children (e.g.,  a  vehicle,  school  lunches,
school pictures, sports camps and coaching, cheerleading/dance club, etc.).
The Jersey Royalty Interest Agreements
36. Jersey  and  Tager  produced,  in  connection  with  the  offer  and  sale  of  Jersey
securities,  two  related  documents  that  served  to  memorialize  each  investor’s  investment  in
Jersey.  These  two  documents  are  called  the  Royalty  Interest  Purchase  Agreement  and  the
Royalty Interest Payment Agreement.
37. Royalty  Interest  Purchase  Agreements  served  to  record  the  investor’s  name,
investment  amount,  promised  investment  return,  and  date  of  investment  and  acceptance  by
Jersey. The purchase agreements included a variation of terms promising at least a 100% return
in  one  year  or  less  to  be  paid  from  either  “the  soil  remediation  and  refining  operations  of
[Jersey]” or “the mining operations of [Jersey].”
38. Royalty  Interest  Payment  Agreements  reiterated  the  investor’s  name,  date  of
investment,  and  investment  return  terms  and  set  forth  the  various  terms  and  representations
governing the Royalty Interest investment, including that investors had the option of being repaid

12
in  gold,  silver,  platinum,  or  palladium  and  that  “[t]o  further  secure  and  protect  the  Royalty
Interest  Owners  [i.e.,  the  investors],  [Jersey]  pledges  it’s  [sic]  physical  assets  in  the  form  of
equipment  valued  at  over  $1,500,000
1
  U.S.D[.]  which  are  free  of  any  Article  1  or  Article  9
filings against them and the revenue stream that is currently being generated to the benefit of said
Royalty Interest Owners who will be positioned in first place.”
39. These   two   Royalty   Interest   documents   contained   misrepresentations   and
omissions in that:
(A)  Jersey  possessed  no  commercially  viable  soil  remediation,  refining,  or  mining
operations from which to generate funds to repay investors the promised returns,
(B)  Jersey  was  not  producing  gold,  silver,  platinum,  or  palladium  in  other  than  trace
amounts that required substantial further refining,
(C)  the  value  of  Jersey’s  equipment,  even  if  assumed  to  equal  the  stated  amount,  was
dwarfed  by  the  amount  of  funds  Jersey  raised  from  investors  and  thus  provided  little
security, and
(D), Jersey had no material “revenue stream that is currently being generated.”
The Jersey Website
40. Jersey maintained a public website at www.jerseyconsultingllc.com.
41. Images  of  the  pages  of  this  website  captured  on  or  about  November  18,  2016,
show multiple misrepresentations and omissions, including that:
(A)  Jersey’s  80-acre  “soil  remediation  claim”  in  or  near  the  Arizona  Strip  contains  at
least 29,930 metric tons of “mineral rich ore” and that the “fundamental business purpose

1
  This figure changed over time and also included figures of $750,000 and $2,000,000.

13
of  [Jersey]  is  to  mine  its  own  claims”  whereas,  as  mentioned  previously,  Jersey  has  no
known claim,
(B)  Jersey’s  system  “has  now  become  an  unusually  high  yielding  and  commercially
successful system of precious metals extraction” whereas, in reality, Jersey’s system has
not proven commercially viable,
(C) Jersey’s “start-up phase concluded with [Jersey] becoming an operating company in
2013  generating  revenues  with  its  unique  extraction  methods  developed  by  in-house
scientists”  whereas  Jersey  has  never  generated  any  material  revenues  from  its  ore
extraction  system,  and  Jersey  is  not  known  ever  to  have  employed  any  in-house
scientists,
(D)  Jersey  “believe[s]  and  know[s]  that  your  investment  will  be  doubled  with  a  twelve
(12)  month  period  or  less”  whereas  there  was  no  reasonable  basis  upon  which  to  make
this claim given Jersey’s lack of commercial success,
(E) Jersey’s “proprietary process is being licensed to other mining companies in a manner
that  realizes  significant  additional  revenues”  whereas  Jersey  is  not  known  to  have  ever
entered into any licensing agreements that resulted in any material revenue to Jersey, and
(F)  Jersey’s  “skills  are  honed  to  the  point  where  [r]esearch  and  [d]evelopment  are  not
required;  only  adjustments  to  our  process  to  fit  other  mining  companies’  specific  needs
and ore” whereas Jersey’s system was never perfected or made commercially viable.
42. In  addition  to  these  misrepresentations  and  omissions  above,  Jersey  and  Tager
failed  to  disclose  that  Tager  is  a  convicted  felon,  having  pled  guilty  in  2005  to  conspiracy  to
commit mail fraud, and spent 24 months incarcerated in federal prison.

14
43. The  misrepresentations  and  omissions  described  above  would  be  material  to  a
reasonable  investor,  and  a  reasonable  investor  would  not  have  invested  in  or  purchased  Jersey
securities had s/he known of them.
Devices, Schemes, or Artifices to Defraud and Practices Operating as a Fraud
44. In addition to its misrepresentation and omissions and the improper use of Jersey
investor  funds  on  personal  expenditures,  Jersey  and  Tager  also  engaged  in  other  conduct  in
furtherance  of  their  fraud.  This  conduct  includes  making  Ponzi-type  payments  to  some  of  the
early Jersey investors with funds obtained from later investors, using testimonials received from
some of the recipients to provide a false sense of security to later investors, and making oral and
written  lulling  statements  to  investors  in  order  to  reassure  investors  that  their  investments  were
safe and that payment was forthcoming.
Ponzi-type Payments and Use of Testimonials
45. Jersey  and  Tager  represented  that  funds  invested  with  Jersey  would  be  used  in
connection with Jersey’s ore extraction business and repaid from the revenues Jersey generated
thereby.
46. Because Jersey had no material revenue, Jersey and Tager, when repaying capital
and  returns  to  certain  investors,  necessarily  used  later  investor  funds  to  fund  the  distributions,
contrary to representations made to Jersey investors.
47. Jersey  and  Tager  also  obtained  at  least  four  written  testimonials  from  Jersey
investors who received at least some repayment.
48. Jersey, Tager, and the solicitors then distributed these testimonials to prospective
investors to induce them into a false sense of security concerning the Jersey securities offering.
Lulling Statements

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49. From  at  least  October  2014  through  at  least  September  2017,  Jersey  and  Tager
produced  and  Jersey,  Tager,  and  the  solicitors  disseminated  a  number  of  Jersey  newsletters  to
both existing investors and prospective investors in Jersey securities.
50. These  newsletters  purported  to  provide  updates  as  to  the  progress  and  continual
development  of  Jersey’s  ore  extraction  system  and  business  but  also  contained  material
misstatements and omissions evidently designed to falsely lull investors into believing that their
investments in Jersey were still on-track to perform.
51. For example, in the February 2017 newsletter, Jersey states, among other things, that:
In  addition  to  our  in-house  production,  we  have  secured  an
additional    production    contract    with    Commercial    Metals
Company  (CMC),  one  of  the  largest  metals  producers  in  the
country.   [DISPLAYS   CMC’S   LOGO]   Commercial   Metals
Company ‒  CMC  has  agreed  to  smelt  300  to  500  tons  of
[Jersey’s]  material  monthly.  The  upside  is  beyond  substantial!
The  relationship  between  CMC  and  [Jersey]  will  dramatically
and   forever   change   the   success   and   profitability   of   the
company.

52. This  statement  is  false.  When  investigators  contacted  CMC,  they  were  informed
that CMC, a steel recycling company that produces products such as re-bar and steel fence posts,
does not smelt materials, and that CMC is unfamiliar with and has no agreements with Jersey.
53. In  addition  to  newsletters,  Jersey  also  disseminated  at  least  one  lulling  letter  to
investors  purporting  to  explain  the  substantial  progress  the  company  had  been  making  and  the
reasons for Jersey’s delay in repaying investors.
54. This  undated  letter  also  lulled  investors  into  a  false  sense  of  security  about  their
Jersey  investments  by  telling  them  that  Jersey  had  “millions  of  dollars  [sic]  worth  of  raw  end
product that has come through our process that has been stockpiled” and promising investors an
additional 2% interest on their invested principal during Jersey’s default.

16
55. Jersey, Tager, and the solicitors also made oral statements to lull investors into a
false  sense  of  security  about  their  Jersey  investments  by  telling  them  that  Jersey  needed  an
extension to make the payments owed to investors because Jersey was starting to build its own
refinery, was integrating refining into their own operation, and/or was working on the sale of its
intellectual property to a variety of foreign investors.
Scienter
56. Tager  knew  his  representations  were  false  and  misleading  at  the  time  he  made
them because he was in possession of the true facts.
57. Tager  has  been  Jersey’s  sole  owner  and  managing  member  since  the  time  of  its
inception and thus knew the truth about Jersey’s business operations and finances.
58. Tager   possessed   ultimate   authority   over   the   content   of   Jersey’s   written
communications, which he provided to the solicitors for their use in soliciting investors.
59. Tager established and controlled Jersey’s bank accounts, including the granting of
authorized signer status to others on some of Jersey’s accounts. Tager directed all financial and
operational aspects of Jersey and handled and directed investor funds.
60. Tager knew that investors were not being repaid as promised or were being repaid
from new investor funds.
61. Tager  knew  that  Jersey  had  no  mining  or  mineral  claims  of  its  own  and  was  not
generating any material revenues from its commercially unsuccessful system.
62. Tager knew that investor funds were being used for a variety of personal expenses
by him, Mangum, Freitas and others.
63. As  the  sole  owner  and  operator  of  Jersey,  Tager’s  scienter  is  imputed  to  the
company.

17
UNREGISTERED OFFER AND SALE
64. No  registration  statement  has  been  filed  with  the  Commission  as  to  any  offering
of securities by Jersey.
65. Jersey, Tager, and solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo
engaged in a general solicitation of Jersey securities.
66. Jersey, Tager, and solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo
sold Jersey securities to investors who were not accredited investors, as defined in Rule 501(a) of
Regulation D [17 C.F.R. § 230.501(a)], and did not take reasonable steps to verify that investors
were accredited.
UNREGISTERED BROKER ACTIVITY
67. Solicitors  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo  are  and  were
neither  registered  with  the  Commission  as  brokers  nor  associated  with  entities  that  were
registered  with  the  Commission  as  brokers  during  the  period  of  their  solicitation  of  Jersey
securities.
68. Solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo are or were acting
as  brokers  in  connection  with  the  offer  and  sale  of  Jersey  securities  by  actively  soliciting
investors on behalf of Jersey.
69. Solicitors  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo,  directly  or
indirectly,  received  transaction-based  compensation  (i.e.,  commissions)  of  20-30%  arising  from
investor purchases of Jersey securities.
FIRST CAUSE OF ACTION
OFFER AND SALE OF UNREGISTERED SECURITIES
Violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]
All Defendants
70. The Commission realleges and incorporates by reference the allegations contained

18
in Paragraphs 1 through 69, above.
71. Defendants  Jersey,  Tager,  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo,
and each of them, by engaging in the conduct described above, directly or indirectly, through use of
the  means  or  instruments  of  transportation  or  communication  in  interstate  commerce  or  the  mails,
offered to sell or sold securities or, directly or indirectly, or carried such securities through the mails
or in interstate commerce, for the purpose of sale or delivery after sale.
72. No  registration  statement  has  been  filed  with  the  Commission  or  has  been  in
effect with respect to these securities.
73. By   reason   of   the   foregoing,   defendants   Jersey,   Tager,   Gagnier,   K.   Gross,
Lebarton,  J.  Shoucair,  and  Vitolo,  and  each  of  them,  directly  or  indirectly  violated  and,  unless
enjoined,  will  continue  to  violate  Sections  5(a)  and  5(c)  of  the  Securities  Act  [15  U.S.C.  §§
77e(a) and 77e(c)].
SECOND CAUSE OF ACTION
AIDING AND ABETTING
Violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]
All Individual Defendants
74. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
75. By  engaging  in  the  conduct  described  above,  defendant  Jersey  violated  Sections
5(a)  and  5(c)  of  the  Securities  Act  [15  U.S.C.  §§  77e(a)  and  77e(c)],  and  defendants  Tager,
Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, and each of them, knowingly or recklessly,
provided substantial assistance to Jersey in its achievement of said violations.
76. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], any  person
that  knowingly  or  recklessly  provides  substantial  assistance  to  another  person  in  violation  of  a
provision of the Securities Act, or of any rule or regulation issued under the Securities Act, shall

19
be  deemed  to  be  in  violation  of  such  provision  to  the  same  extent  as  the  person  to  whom  such
assistance is provided.
77. By  reason  of  the  foregoing,  and  in  the  alternative  to  their  direct  violations  of
Sections  5(a)  and  5(c)  of  the  Securities  Act  as  described  above,  defendants  Tager,  Gagnier,  K.
Gross,  Lebarton,  J.  Shoucair,  and  Vitolo,  and  each  of  them,  is  liable  for  violations  of  Sections
5(a)  and  5(c)  of  the  Securities  Act  to  the  same  extent  as  defendant  Jersey  is  liable  and,  unless
enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act.
THIRD CAUSE OF ACTION
FRAUD IN CONNECTION WITH THE OFFER AND SALE OF SECURITIES
Violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]
Defendants Jersey and Tager

78. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
79. Defendants  Tager  and  Jersey,  and  each  of  them,  by  engaging  in  the  conduct
described  above,  directly  and  indirectly,  in  the  offer  and  sale  of  securities,  by  the  use  of  the
means or instruments of transportation or communication in interstate commerce or by use of the
mails, with scienter, (1) employed a device, scheme, or artifice to defraud, (2) obtained money or
property  by  means  of  untrue  statements  of  material  fact  or  by  omitting  to  state  a  material  fact
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (3) engaged in transactions, practices, or courses of business
which  operated  or  would  operate  as  a  fraud  or  deceit  upon  the  purchaser.  By  reason  of  the
foregoing,  defendants  Tager  and  Jersey,  and  each  of  them,  directly  or  indirectly,  violated  and,
unless  restrained  and  enjoined,  will  continue  to  violate  Section  17(a)  of  the  Securities  Act  [15
U.S.C. § 77q(a)].

20
FOURTH CAUSE OF ACTION
AIDING AND ABETTING
Violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]
All Individual Defendants
80. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
81. By  engaging  in  the  conduct  described  above,  defendant  Jersey  violated  Section
17(a)  of  the  Securities  Act,  and  defendant  Tager,  knowingly  or  recklessly,  provided  substantial
assistance to Jersey in its achievement of said violations.
82. By  engaging  in  the  conduct  described  above,  defendant  Jersey  violated  Section
17(a)(2)  of  the  Securities  Act,  and  defendants  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and
Vitolo, and each of them, knowingly or recklessly, provided substantial assistance to Jersey in its
achievement of said violations.
83. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], any  person
that  knowingly  or  recklessly  provides  substantial  assistance  to  another  person  in  violation  of  a
provision of the Securities Act, or of any rule or regulation issued under the Securities Act, shall
be  deemed  to  be  in  violation  of  such  provision  to  the  same  extent  as  the  person  to  whom  such
assistance is provided.
84. By  reason  of  the  foregoing,  and  in  the  alternative  to  his  direct  violations  of
Section 17(a) of the Securities Act as described above, defendant Tager is liable for violations of
Section  17(a)  of  the  Securities  Act  to  the  same  extent  as  defendant  Jersey  is  liable  and,  unless
enjoined, will continue to violate Section 17(a) of the Securities Act.
85. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair,
and Vitolo, and each of them, is liable for violations of Section 17(a)(2) of the Securities Act to
the same extent as defendant Jersey is liable and, unless enjoined, will each continue to violate

21
Section 17(a)(2) of the Securities Act.
FIFTH CAUSE OF ACTION
FRAUD IN CONNECTION WITH THE PURCHASE AND SALE OF SECURITIES
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule
10b‒5 [17 C.F.R. § 240.10b‒5]
Defendants Jersey and Tager

86. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
87. Defendants  Tager  and  Jersey,  and  each  of  them,  by  engaging  in  the  conduct
described  above,  directly  or  indirectly,  by  the  use  of  means  or  instrumentalities  of  interstate
commerce or use of the mails, in connection with the purchase or sale of securities, with scienter,
(1)  employed  devices,  schemes,  or  artifices  to  defraud;  (2)  made  untrue  statements  of  material
fact or omitted to state a material fact necessary in order to make statements made, in light of the
circumstances under which they were made not misleading; and/or (3) engaged in acts, practices,
or courses of business that operated or would operate as a fraud and deceit upon other persons.
88. By  reason  of  the  foregoing,  defendants  Tager  and  Jersey,  and  each  of  them,
violated  and,  unless  restrained  and  enjoined,  will  continue  to  violate  Section  10(b)  of  the
Exchange Act [15 U.S.C. §78j(b)] and Exchange Act Rule 10b‒5 [17 C.F.R. § 240.10b‒5].
SIXTH CAUSE OF ACTION
AIDING AND ABETTING
Violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule
10b‒5 [17 C.F.R. § 240.10b‒5]
All Individual Defendants
89. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
90. By  engaging  in  the  conduct  described  above,  defendant  Jersey  violated  Section
10(b)  of  the  Exchange  Act  and  Exchange  Act  Rule  10b‒5,  and  defendant  Tager,  knowingly  or

22
recklessly, provided substantial assistance to Jersey in its achievement of said violations.
91. By  engaging  in  the  conduct  described  above,  defendant  Jersey  violated  Section
10(b) of the Exchange Act and Exchange Act Rule 10b‒5(b), and defendants Gagnier, K. Gross,
Lebarton,  J.  Shoucair,  and  Vitolo,  and  each  of  them,  knowingly  or  recklessly,  provided
substantial assistance to Jersey in its achievement of said violations.
92. Pursuant  to  Section  20(e)  of  the  Exchange  Act  [15  U.S.C.  §  78t(e)],  any  person
that  knowingly  or  recklessly  provides  substantial  assistance  to  another  person  in  violation  of  a
provision of the Exchange Act, or of any rule or regulation issued under the Exchange Act, shall
be  deemed  to  be  in  violation  of  such  provision  to  the  same  extent  as  the  person  to  whom  such
assistance is provided.
93. By  reason  of  the  foregoing,  and  in  the  alternative  to  his  direct  violations  of
Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5 as described above, defendant
Tager is liable for violations of Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5
to  the  same  extent  as  defendant  Jersey  is  liable  and,  unless  enjoined,  will  continue  to  violate
Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5.
94. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair,
and Vitolo, and each of them, is liable for violations of Section 10(b) of the Exchange Act and
Exchange  Act  Rule  10b‒5(b)  to  the  same  extent  as  defendant  Jersey  is  liable  and,  unless
enjoined,  will  each  continue  to  violate  Section  10(b)  of  the  Exchange  Act  and  Exchange  Act
Rule 10b‒5(b).
SEVENTH CAUSE OF ACTION
OFFER AND SALE OF SECURITIES BY AN
UNREGISTERED BROKER OR DEALER
Violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]
Defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo

23
95. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
96. Defendants  Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo,  directly  or
indirectly,  made  use  of  the  mails  or  the  means  or  instrumentalities  of  interstate  commerce  to
effect  transactions  in,  or  to  induce  or  attempt  to  induce  the  purchase  and  sale  of,  securities
without being registered as a broker or dealer with the Commission or associated with a broker-
dealer registered with the Commission.
97. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair,
and Vitolo violated and, unless restrained and enjoined, will continue to violate Section 15(a)(1)
of the Exchange Act [15 U.S.C. 78o(a)(1)].
EIGHTH CAUSE OF ACTION
AIDING AND ABETTING
Violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]
Defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo
98. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
99. By  engaging  in  the  conduct  described  above,  defendants  Gagnier,  K.  Gross,
Lebarton, J. Shoucair, and Vitolo violated Section 15(a)(1) of the Exchange Act, and defendants
Jersey  and  Tager,  knowingly  or  recklessly,  each  provided  substantial  assistance  to  defendants
Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo  in  their  respective  achievement  of  said
violation.
100. Pursuant  to  Section  20(e)  of  the  Exchange  Act  [15  U.S.C.  §  78t(e)],  any  person
that  knowingly  or  recklessly  provides  substantial  assistance  to  another  person  in  violation  of  a
provision of the Exchange Act, or of any rule or regulation issued under the Exchange Act, shall
be  deemed  to  be  in  violation  of  such  provision  to  the  same  extent  as  the  person  to  whom  such

24
assistance is provided.
101. By  reason  of  the  foregoing,  defendants  Jersey  and  Tager  are  each  liable  for
violations of Section 15(a)(1) of the Exchange Act to the same extent as defendants Gagnier, K.
Gross, Lebarton, J. Shoucair, and Vitolo are liable and, unless enjoined, will continue to violate
Section 15(a)(1) of the Exchange Act.
NINTH CAUSE OF ACTION
VIOLATION OF ASSOCIATIONAL BAR THROUGH ACTING AS A BROKER
Violation of Section 15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)]
Defendant K. Gross

102. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
103. Defendant K. Gross, who has previously been made the subject of a Commission
bar  from  associating  with  any  broker,  dealer,  investment  adviser,  municipal  securities  dealer,
municipal  advisor,  transfer  agent,  or  nationally  recognized  statistical  ratings  organization  and
from participating in an offering of penny stock, with such previous bar being in effect, directly
or indirectly, made use of the mails or the means or instrumentalities of interstate commerce to
effect  transactions  in,  or  to  induce  or  attempt  to  induce  the  purchase  and  sale  of,  securities
without being registered as a broker or dealer with the Commission or associated with a broker-
dealer registered with the Commission (i.e., acted as a broker).
104. By  reason  of  the  foregoing,  defendant  K.  Gross  violated  and,  unless  restrained
and  enjoined,  will  continue  to  violate  Section  15(b)(6)(B)(i)  of  the  Exchange  Act  [15  U.S.C.
78o(b)(6)(B)(i)].
TENTH CAUSE OF ACTION
RECEIPT OF ILL-GOTTEN GAINS
Relief Defendants Premier Marketing Solutions, Inc., Equity First Properties, Inc.,
Freitas, R. Gross, Mangum, and C. Shoucair

25

105. The Commission realleges and incorporates by reference the allegations contained
in Paragraphs 1 through 69, above.
106. Relief defendants Premier Marketing Solutions, Inc., Equity First Properties Inc.,
Matthew Jacob Freitas, Roxane Marie Gross, Matthew Earl Mangum, and Christine L. Shoucair
each had some connection with the activities that are the subject of this complaint.
107. Through  these  activities,  each  of  relief  defendants  Matthew  Jacob  Freitas  and
Matthew  Earl  Mangum  received,  directly  or  indirectly,  ill-gotten  funds  belonging to Jersey and
obtained by it in connection with the illegal offer and sale of Jersey securities to investors.
108. Through  these  activities,  each  of  relief  defendants  Premier  Marketing  Solutions,
Inc.,  Equity  First  Properties  Inc.,  Roxane  Marie  Gross,  and  Christine  L.  Shoucair  received  ill-
gotten  funds  due  and  owing  to  certain  solicitors  from  Jersey  and  Tager  in  connection  with  the
illegal offer and sale of Jersey securities to investors.
109. Relief defendants Premier Marketing Solutions, Inc., Equity First Properties Inc.,
Roxane Marie Gross, and Christine L. Shoucair do not have legitimate claims to some or all of
the funds they received from or because of Jersey or Tager and arising from Jersey’s and Tager’s
illegal activities in connection with its illegal offer and sale of Jersey securities to investors.
110. By  reason  of  the  foregoing,  each  of  relief defendants Matthew Jacob Freitas and
Matthew  Earl  Mangum  should  be  required  to  disgorge  funds  belonging  to  Jersey  that  were
improperly obtained, directly or indirectly, by and/or for the benefit of each of them.
111. By   reason   of   the   foregoing,   each   of   relief   defendants   Premier   Marketing
Solutions,  Inc.,  Equity  First  Properties  Inc.,  Roxane  Marie  Gross,  and  Christine  L.  Shoucair
should be required to disgorge the proceeds of any commissions, bonuses, and/or fees obtained
through or in connection with the illegal offer and sale of Jersey securities to investors.

26
RELIEF REQUESTED
 WHEREFORE, the Commission respectfully requests that this Court:
I
  Issue findings of fact and conclusions of law that the defendants committed the violations
charged herein.
II
Issue,  in  a  form  consistent  with  Rule  65(d)  of  the  Federal  Rules  of  Civil  Procedure,
orders that temporarily, preliminarily, and permanently enjoin defendants Jersey and Tager, and
each   of   them,   and   their   respective   officers,   agents,   servants,   employees,   attorneys,   and
accountants, and those persons in active concert or participation with any of them, who receive
actual notice of the order by personal service or otherwise, and each of them, from (A) engaging
in  transactions,  acts,  practices,  and  courses  of  business  described  herein,  and  from  engaging  in
conduct of similar purport and object in violation of Sections 5 and 17(a) of the Securities Act,
Sections   10(b)   and   15(a)(1)   of   the   Exchange   Act,   and   Exchange   Act   Rule   10b‒5,   (B)
transferring, changing, wasting, dissipating, converting, concealing, or otherwise disposing of, in
any manner, any funds, assets, claims, or other property or assets owned or controlled by, or in
the  possession  or  custody  of,  defendants  Jersey  and  Tager  respectively;  and,  (C)  transferring,
assigning, selling, hypothecating, or otherwise disposing of any assets of Jersey.
III
 Issue,  in  a  form  consistent  with  Rule  65(d)  of  the  Federal  Rules  of  Civil  Procedure,
orders  that  temporarily,  preliminarily,  and  permanently  enjoin  defendants Gagnier,  K.  Gross,
Lebarton,  J.  Shoucair,  and  Vitolo,  and  each  of  them,  and  their  respective  officers,  agents,
servants,   employees,   attorneys,   and   accountants,   and   those   persons   in   active   concert   or

27
participation  with  any  of  them,  who  receive  actual  notice  of  the  order  by  personal  service  or
otherwise,  and  each  of  them,  from  (A)  engaging  in  transactions,  acts,  practices,  and  courses  of
business described herein and from engaging in conduct of similar purport and object in violation
of  Sections  5  and  17(a)(2)  of  the  Securities  Act,  Sections  10(b)  and  15(a)(1)  of  the  Exchange
Act,   and   Exchange   Act   Rule   10b‒5(b),   (B)   transferring,   changing,   wasting,   dissipating,
converting,  concealing,  or  otherwise  disposing  of,  in  any  manner,  any  funds,  assets,  claims,  or
other  property  or  assets  owned  or  controlled  by,  or  in  the  possession  or  custody  of  defendants
Gagnier,  K.  Gross,  Lebarton,  J.  Shoucair,  and  Vitolo,  respectively;  and,  (C)  transferring,
assigning, selling, hypothecating, or otherwise disposing of any assets of Jersey.
IV
Issue,  in  a  form  consistent  with  Rule  65(d)  of  the  Federal  Rules  of  Civil  Procedure,  an
order  that  temporarily,  preliminarily,  and  permanently  enjoins  defendant  K.  Gross  and  his
officers,  agents,  servants,  employees,  attorneys,  and  accountants,  and  those  persons  in  active
concert  or  participation  with  any  of  them,  who  receive  actual  notice  of  the  order  by  personal
service  or  otherwise,  and  each  of  them,  from  engaging  in  transactions,  acts,  practices,  and
courses of business in violation of Section 15(b)(6)(B)(i) of the Exchange Act.
V
  Issue in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure orders
that temporarily, preliminarily, and permanently restrain and enjoin the defendants and the relief
defendants,  and  each  of  them,  and  their  officers,  agents,  servants,  employees,  attorneys,  and
accountants, and those persons in active concert or participation with any of them, who receive
actual  notice  of  the  order  by  personal  service  or  otherwise,  and  each  of  them,  from  destroying,
mutilating,  concealing,  transferring,  altering,  or  otherwise  disposing  of,  in  any  manner,  books,

28
records,  computer  programs,  computer  files,  computer  printouts,  correspondence,  including  e-
mail,  whether  stored  electronically  or  in  hard  copy,  memoranda,  brochures,  or  any  other
documents of any kind that pertain in any manner to the business of defendant Jersey.
VI
 Enter an order directing defendants, and each of them, to pay civil penalties pursuant to
Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act.
VII
 Enter  an  order  directing  each  defendant  and  each  relief  defendant  to  disgorge  all  ill-
gotten gains received during the period of violative conduct and to pay prejudgment interest on
such ill-gotten gains.
VIII
Enter  an  order  permanently  enjoining  defendant  Tager  from,  directly  or  indirectly,
including, but not limited to, through any entity owned or controlled by him, participating in the
issuance,  purchase,  offer,  or  sale  of  any  security  provided,  however,  that  such  injunction  shall
not prevent him from purchasing or selling securities for his own personal account.
IX
Enter  an  order  permanently  enjoining  defendants  Gagnier,  K.  Gross,  Lebarton,  J.
Shoucair, and Vitolo, and each of them, from directly or indirectly, including, but not limited to,
through any entity owned or controlled by each, soliciting any person or entity to purchase or sell
any security.
X
Grant  such  further  equitable  relief  as  this  Court  deems  just,  appropriate,  and  necessary,
including, but not limited to, a freeze of assets, the appointment of a receiver, an accounting, and

29
accelerated discovery.
XI
  Retain  jurisdiction  of  this  action  in  accordance  with  the  principles  of  equity  and  the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees  that  may  be  entered,  or  to  entertain  any  suitable  application  or  motion  for  additional
relief within the jurisdiction of this Court.
 Dated February 20, 2018.
Respectfully submitted,

                                                                        ____________________
Amy J. Oliver
Daniel Wadley
   Attorneys for Plaintiff
Securities and Exchange Commission

Amy J. Oliver (8785)       
[email protected]  
Daniel J. Wadley (10358) 
[email protected] 
Attorneys for Plaintiff 
Securities and Exchange Commission 
351 South West Temple, Suite 6.100 
Salt Lake City, Utah 84101 
Tel:  (801) 524-5796 
Fax: (801) 524-3558 
 

 
IN THE UNITED STATES DISTRICT COURT 
DISTRICT OF UTAH, CENTRAL DIVISION 

 
 
 

SECURITIES AND EXCHANGE 
COMMISSION, 

 
  PLAINTIFF, 
 

v.  
 

JERSEY CONSULTING LLC, a Nevada 
limited liability company, MARC ANDREW 
TAGER, an individual, SUZANNE AILEEN 
GAGNIER, an individual, KENNETH 
STEPHEN GROSS, an individual, JEFFREY 
ROWLAND LEBARTON, an individual, 
JONATHAN EDWARD SHOUCAIR, an 
individual, and JASON VITOLO, an individual,  
 

  DEFENDANTS; 
 

and 
 

PREMIER MARKETING SOLUTIONS, INC., 
a California corporation, EQUITY FIRST 
PROPERTIES INC., a California corporation, 
MATTHEW JACOB FREITAS, an individual, 
ROXANE MARIE GROSS, an individual, 
MATTHEW EARL MANGUM, an individual, 
and CHRISTINE L. SHOUCAIR, an individual, 
 

                          RELIEF DEFENDANTS. 
 

 
COMPLAINT 

 
 
 

Case No.:  
 
Judge  

 

 

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Plaintiff, Securities and Exchange Commission (the “Commission”), for its Complaint 

against Defendants Jersey Consulting LLC, Marc Andrew Tager, Suzanne Aileen Gagnier, 

Kenneth Stephen Gross, Jeffrey Rowland Lebarton, Jonathan Edward Shoucair, and Jason Vitolo 

(collectively, the “defendants”) alleges as follows: 

SUMMARY OF THE ACTION 

1.  This case concerns an unregistered and fraudulent offering of securities by Jersey 

Consulting LLC and its principal, convicted felon Marc Andrew Tager, effected through the use 

of paid and unregistered solicitors. Since September 2014, Jersey and Tager, with the assistance 

of the solicitors, raised at least $6 million from at least 84 investor households via the offer and 

sale of Jersey securities referred to as “Royalty Interests,” and the conduct is believed to be 

ongoing.     

2. Jersey, Tager, and solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo 

(collectively, the “solicitors”) represented to investors that: 

(A) Jersey had developed a unique and proprietary “soil remediation” and precious 

metals ore extraction process, referred to as plasmafication, that, supposedly, allowed 

Jersey to profitably extract precious metals from soil obtained from Jersey’s 80-acre 

Bureau of Land Management (“BLM”) claim located in or near the Arizona Strip and to 

do so at a rate that was in excess of current industry standards,  

(B)  funds raised by Jersey through the offer and sale of Jersey “Royalty Interests” would 

be used “to fund [Jersey’s] operations, increase soil remediation and refining activities, 

expand marketing and sales efforts, and provide working capital for overall corporate 

operations,  

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(C) Jersey’s Royalty Interest securities were secure and protected because they were 

backed by Jersey’s physical assets and current revenues, and 

(D) investors they would “double” their money with a return of 100% or more in twelve 

months or less.   

3. Jersey, Tager, and the solicitors misrepresented to investors and/or omitted to 

disclose to investors that, among other things, Jersey was owned and operated by a convicted 

felon (Tager), Jersey had no BLM claim, Jersey’s technology was not commercially viable, 

Jersey had no material revenues, the value of Jersey’s physical assets was insufficient to secure 

Jersey investors, Jersey funds were dissipated through personal use by Jersey principals Tager, 

Mangum, and Freitas, and some Jersey investors were repaid with funds raised from subsequent 

Jersey investors (i.e., a Ponzi scheme).  

4. Defendants, unless restrained and enjoined by this Court, will continue to engage 

in the transactions, acts, practices, and courses of business alleged herein and in transactions, 

acts, practices, and courses of business of similar purport and object. 

5. Among other relief, the defendants should be enjoined from future violations and 

ordered to disgorge, with prejudgment interest thereon, all ill-gotten gains obtained as a result of 

their violative conduct and to pay appropriate civil penalties. 

JURISDICTION AND VENUE 

6. This Court has subject matter jurisdiction pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21 and Section 27 of the Exchange Act 

[15 U.S.C. §§ 78u and 78aa]. 

7. Defendants’ conduct took place in connection with the offer, purchase, and/or sale 

of securities in the form of “fractional undivided interest[s] in oil, gas, or other mineral rights,” 

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and “certificate[s] of interest or participation in…any oil, gas, or other mineral royalty or lease” 

or, in the alternative, note and/or investment contract securities issued by Jersey [see 15 U.S.C § 

77b(a)(1) and 15 U.S.C. § 78c(a)(10)].  

8. Defendants, directly and indirectly, singly and in concert, have made use of the 

means and instrumentalities of interstate commerce and the mails in connection with the 

transactions, acts and courses of business alleged herein, certain of which have occurred within 

the District of Utah. 

9. 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], venue for this action is proper in the District of Utah 

because certain of the transactions, acts, practices, and/or courses of business alleged in this 

Complaint took place in this district and because certain of the defendants reside in and transact 

business in this district. 

DEFENDANTS 

10. Jersey Consulting LLC is a Nevada limited liability company organized on April 

29, 2014, and which ostensibly engages in mining and/or ore processing activity. Jersey’s 

principal place of business is in West Jordan, Utah. Jersey is owned and controlled by Tager. 

11. Marc Andrew Tager, 51, is the sole and managing member of Jersey and 

represents himself as Jersey’s Managing Director. Tager resides in Sandy, Utah, with co-

defendant Freitas. On September 29, 2005, Tager, who pled guilty to conspiracy to commit mail 

fraud [18 U.S.C. § 371 (18 U.S.C. § 1341)] in connection with a scheme to illegally duplicate 

and sell Microsoft software, was sentenced to serve 24 months in federal prison and two years’ 

supervised release. Restitution to Microsoft was ordered in the amount of $1,131,019.00 and, as 

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of 2017, the vast majority of the ordered restitution was still unpaid. U.S. v. Tager, 3:04cr028-K 

(01) (N.D. Texas). 

12. Suzanne Aileen Gagnier, 63, served as an independent contractor solicitor of 

Jersey securities. Gagnier is believed to reside in Huntington Beach, California. 

13. Kenneth Stephen Gross, 72, served as an independent contractor solicitor of 

Jersey securities. Gross is believed to reside in Northridge, California. On March 17, 2014, in 

connection with a Commission injunctive action filed in U.S. District Court for the Central 

District of California-Western Division (case no. 13-CV-04464-RGK (JCG)), a final judgment 

was entered by consent against Gross permanently enjoining him from future violations of 

Sections 5(a) and 5(c) of the Securities Act [15 U.S.C §§ 77e(a) and 77e(c)] and Section 15(a) of 

the Exchange Act [15 U.S.C. § 78o(a)]. SEC v. Robert Hurd, et al., 2:13cv04464 (C.D.Cal.). 

Subsequently, the Commission, pursuant to Section 15(b)(6) of the Exchange Act [15 U.S.C. § 

78o(b)(6)], made Gross the subject of a bar from associating with any broker, dealer, investment 

adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized 

statistical ratings organization and from participating in an offering of penny stock. See SEC 

Admin. Rel. No. 34-72345 (June 6, 2014). 

14. Jeffrey Rowland Lebarton (aka Jeffrey Labarton), 67, served as an independent 

contractor solicitor of Jersey securities. Lebarton is believed to reside in Santa Monica, 

California. 

15. Jonathan Edward Shoucair, 65, served as an independent contractor solicitor of 

Jersey securities. Shoucair is believed to reside in North Hills, California. On April 2, 1998, in 

connection with a Commission injunctive action filed in U.S. District Court for the Central 

District of California (case no. 2:97cv4811), a final judgment was entered by consent against 

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Shoucair permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of 

the Securities Act [15 U.S.C §§ 77e(a), 77e(c), and 77q(a)], Sections 10(b) and 15(a) of the 

Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)], and Exchange Act Rule 10b-5 [17 C.F.R. § 

240.10b-5]. SEC v. B.M.C. Enterprises, Inc., et al., 2:97cv4811 (C.D.Cal.). On September 1, 

2005, Shoucair, who pled guilty to charges of conspiracy to commit wire fraud, mail fraud, 

securities fraud & conspiracy to defraud agencies of the U.S. [18 U.S.C. § 371], wire fraud and 

aiding and abetting [18 U.S.C. §§ 1343 and 1342], mail fraud and aiding and abetting [18 U.S.C. 

§§1341 and 1342], and conspiracy to commit money laundering [18 U.S.C. 1956(h)] arising 

from the same nucleus of conduct underlying the Commission’s injunctive action, was sentenced 

to, among other things, serve 63 months in federal prison and three years’ supervised release and 

to pay $42,463,291 in restitution. U.S. v. Shocucair, 3:01cr01415 (S.D. Cal.). On July 16, 2003, 

Shoucair pled guilty to evasion of individual income taxes (26 U.S.C. § 7201] and was sentenced 

to 24 months in federal prison to run concurrent with his other fraud offenses. U.S. v. Shoucair, 

3:03cr1950 (S.D. Cal.).  

16. Jason Vitolo (aka Jason Tavano), 42, served as an independent contractor 

solicitor of Jersey securities and may have falsely represented himself to at least some investors 

as Jersey’s Chief Financial Officer. Vitolo is believed to reside in Westlake Village, California. 

On March 31, 2006, Vitolo, who pled guilty to conspiracy to deal in counterfeit currency [18 

U.S.C. § 371 (18 U.S.C. § 1341)], was sentenced to serve 18 months in federal prison and three 

years’ supervised release. U.S. v. Vitolo, 1:06cr00003 (E.D.N.Y.). 

RELIEF DEFENDANTS 

17. Premier Marketing Solutions, Inc. is a California corporation incorporated on 

March 2, 2006, and believed to maintain its principal place of business in or around Huntington 

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Beach, California. Premier is believed to be owned and controlled by Gagnier and used by her to 

receive at least $589,267.50 in commission payments on her behalf from Jersey. Most or all of 

this money came from investor funds paid to Jersey. 

18. Equity First Properties Inc. is a California corporation incorporated on January 

3, 2012, and believed to maintain its principal place of business in or around Santa Monica, 

California. Equity First is believed to be owned and controlled by Lebarton and used by him to 

receive at least $600,750 in commission payments on his behalf from Jersey. Most or all of this 

money came from investor funds paid to Jersey. 

19. Matthew Jacob Freitas, 27, served as Jersey’s “Procurement Officer” and 

“Night Crew Assistant.” Freitas is married to Tager’s ex-spouse and resides in Sandy, Utah. 

Freitas possessed signing authority on some of Jersey’s bank accounts and expended and/or 

received, directly or indirectly, funds belonging to Jersey and obtained from investors on 

personal expenses. 

20. Roxane Marie Gross, 67, is the spouse of Kenneth Gross and is believed to 

reside with him in Northridge, California. At least $127,937 in commission payments due 

Kenneth by Jersey were paid to a joint account he shared with Roxane. Most or all of this money 

came from investor funds paid to Jersey. 

21. Matthew Earl Mangum, 48, served variously as Jersey’s “Chief Development 

Officer” and “Chief Technology and Chief Operations Officer” and resides in South Jordan, 

Utah. Mangum possessed signing authority on some of Jersey’s bank accounts and expended 

and/or received, directly or indirectly, funds belonging to Jersey and obtained from investors on 

personal expenses. 

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22. Christine L. Shoucair, 65, is the spouse of Jonathan Shoucair and is believed to 

reside with him in North Hills, California. At least $326,250 in commission payments due 

Jonathan by Jersey were paid to one or more accounts in the name of Christine. Most or all of 

this money came from investor funds paid to Jersey. 

STATEMENT OF FACTS 

Background 

23. Jersey, owned and operated by Tager, claims to be a company engaged in the 

processing of mineral rich ore to extract, via Jersey’s allegedly proprietary and “green” methods, 

precious metals for subsequent sale.   

24. Jersey and Tager, to raise capital for the business, offered financial instruments 

referred to as Royalty Interests that are securities under the federal securities laws. 

25. Tager and Jersey sought investors for Jersey’s Royalty Interest securities, which 

promised investors a 100% or greater return in 12 months or less, through telemarketing calls 

placed by paid solicitors (i.e., brokers) who were neither registered with the Commission as 

brokers nor associated with entities that were registered with the Commission as brokers. 

26. Two of these solicitors, K. Gross and J. Shoucair, were, as explained above, then 

subjects of injunctions against engaging in such conduct while K. Gross was then also the subject 

of a Commission bar against, among other things, acting as a broker. 

27. In connection with the offer and sale of Jersey securities, Jersey and Tager 

engaged in the making of multiple written misrepresentations and omissions in Jersey documents 

and on Jersey’s public website. 

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28. At least some of these written misrepresentations and omissions were then 

disseminated by the solicitors to investors and potential investors to induce them to purchase 

Jersey securities. 

29. In addition to engaging in misrepresentations and omissions, Jersey and Tager 

also employed devices, schemes, or artifices to defraud and engaged in practices which operated 

as a fraud on Jersey investors. 

Misrepresentations and Omissions 

30. The written misrepresentations and omissions that were provided to investors 

appeared in, among other places, Jersey’s Executive Summary documents, Jersey’s Royalty 

Interest documents, and Jersey’s public website and concerned, among other things, the ability of 

Jersey to repay investors, the safety and security of Jersey securities, the use of investor funds, 

interest in Jersey by other large industry participants, the experience and qualifications of Jersey 

staff, and the existence of Jersey’s mining claim. 

The Jersey Executive Summary 

31. Jersey and Tager produced at least three different versions of an “Executive 

Summary” document, at least one version of which is known to have been provided to at least 

some investors in connection with the offering of Jersey’s Royalty Interest securities.  

32. This document contains a number of misrepresentations and omissions, including 

that: 

(A) Jersey had an 80-acre mining claim in the area of the Arizona Strip whereas no such 

claim belonging to Jersey has been found to exist,  

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(B) that investors would be repaid in 12 months or less whereas Jersey had no material 

revenues, customers, or products from which funds would be generated to repay investors 

with,  

(C) that Jersey had received “overtures from large institutions to take a commanding role 

in our project” whereas no known evidence exists supporting this,  

(D) that Jersey’s “team” is “world class” whereas, in reality, Jersey’s Chief Technology 

and Chief Operations Officer, Mangum, is a high school dropout who obtained a GED, 

graduated from a trade school program in electronics, and became an amateur miner and 

metallurgist, and Jersey’s onetime Chief Scientific Officer possesses degrees in 

accounting and law, and  

(E) that Tager “is a true entrepreneur with a stellar track record of 25 years in the 

corporate finance world whereas, in reality, Tager is a convicted felon. 

33. The Executive Summary document also states that investor funds, which 

accounted for the vast majority of funds that ever came within Jersey’s control, would be used in 

connection with Jersey’s stated business whereas they were, in material part, dissipated on 

personal expenditures by or for the benefit of Tager, Mangum, and/or Freitas. 

34. Bank records also suggest that Tager allowed others to use debit cards associated 

with Jersey accounts and that Tager and Freitas provided signed blank Jersey checks to others for 

non-Jersey usage. 

35. Some categories and examples of improper transactions made with funds in the 

Jersey accounts include payments for:  

(A) a Harley-Davidson motorcycle and other vehicles and vehicle services and 

accessories (e.g., tires, car audio systems),  

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(B) alcohol, tobacco, and vapor products,  

(C) clothing (e.g., Victoria’s Secret; Old Navy, T.J. Maxx, H&M, Justice, etc.),  

(D) housing, groceries, and general household expenses (e.g., rent, lawn care, etc.),  

(E) entertainment (e.g., online dating services, Amazon Kindle books, Netflix, DirecTV, 

GameStop, Spotify, Redbox, iTunes, movie theater and sporting event tickets, etc.),  

(F) sporting goods, memorabilia, fantasy leagues, etc.,  

(G) personal grooming (e.g., hair salons, tanning),  

(H) medical expenses, and  

(I) tuition and various expenditures for Tager’s children (e.g., a vehicle, school lunches, 

school pictures, sports camps and coaching, cheerleading/dance club, etc.). 

The Jersey Royalty Interest Agreements 

36. Jersey and Tager produced, in connection with the offer and sale of Jersey 

securities, two related documents that served to memorialize each investor’s investment in 

Jersey. These two documents are called the Royalty Interest Purchase Agreement and the 

Royalty Interest Payment Agreement. 

37. Royalty Interest Purchase Agreements served to record the investor’s name, 

investment amount, promised investment return, and date of investment and acceptance by 

Jersey. The purchase agreements included a variation of terms promising at least a 100% return 

in one year or less to be paid from either “the soil remediation and refining operations of 

[Jersey]” or “the mining operations of [Jersey].” 

38. Royalty Interest Payment Agreements reiterated the investor’s name, date of 

investment, and investment return terms and set forth the various terms and representations 

governing the Royalty Interest investment, including that investors had the option of being repaid 

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in gold, silver, platinum, or palladium and that “[t]o further secure and protect the Royalty 

Interest Owners [i.e., the investors], [Jersey] pledges it’s [sic] physical assets in the form of 

equipment valued at over $1,500,0001 U.S.D[.] which are free of any Article 1 or Article 9 

filings against them and the revenue stream that is currently being generated to the benefit of said 

Royalty Interest Owners who will be positioned in first place.”  

39. These two Royalty Interest documents contained misrepresentations and 

omissions in that:  

(A) Jersey possessed no commercially viable soil remediation, refining, or mining 

operations from which to generate funds to repay investors the promised returns,  

(B) Jersey was not producing gold, silver, platinum, or palladium in other than trace 

amounts that required substantial further refining,  

(C) the value of Jersey’s equipment, even if assumed to equal the stated amount, was 

dwarfed by the amount of funds Jersey raised from investors and thus provided little 

security, and  

(D), Jersey had no material “revenue stream that is currently being generated.” 

The Jersey Website 

40. Jersey maintained a public website at www.jerseyconsultingllc.com. 

41. Images of the pages of this website captured on or about November 18, 2016, 

show multiple misrepresentations and omissions, including that: 

(A) Jersey’s 80-acre “soil remediation claim” in or near the Arizona Strip contains at 

least 29,930 metric tons of “mineral rich ore” and that the “fundamental business purpose 

                                                 
1  This figure changed over time and also included figures of $750,000 and $2,000,000. 

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of [Jersey] is to mine its own claims” whereas, as mentioned previously, Jersey has no 

known claim,  

(B) Jersey’s system “has now become an unusually high yielding and commercially 

successful system of precious metals extraction” whereas, in reality, Jersey’s system has 

not proven commercially viable,  

(C) Jersey’s “start-up phase concluded with [Jersey] becoming an operating company in 

2013 generating revenues with its unique extraction methods developed by in-house 

scientists” whereas Jersey has never generated any material revenues from its ore 

extraction system, and Jersey is not known ever to have employed any in-house 

scientists,  

(D) Jersey “believe[s] and know[s] that your investment will be doubled with a twelve 

(12) month period or less” whereas there was no reasonable basis upon which to make 

this claim given Jersey’s lack of commercial success,  

(E) Jersey’s “proprietary process is being licensed to other mining companies in a manner 

that realizes significant additional revenues” whereas Jersey is not known to have ever 

entered into any licensing agreements that resulted in any material revenue to Jersey, and 

(F) Jersey’s “skills are honed to the point where [r]esearch and [d]evelopment are not 

required; only adjustments to our process to fit other mining companies’ specific needs 

and ore” whereas Jersey’s system was never perfected or made commercially viable. 

42. In addition to these misrepresentations and omissions above, Jersey and Tager 

failed to disclose that Tager is a convicted felon, having pled guilty in 2005 to conspiracy to 

commit mail fraud, and spent 24 months incarcerated in federal prison. 

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43. The misrepresentations and omissions described above would be material to a 

reasonable investor, and a reasonable investor would not have invested in or purchased Jersey 

securities had s/he known of them. 

Devices, Schemes, or Artifices to Defraud and Practices Operating as a Fraud 

44. In addition to its misrepresentation and omissions and the improper use of Jersey 

investor funds on personal expenditures, Jersey and Tager also engaged in other conduct in 

furtherance of their fraud. This conduct includes making Ponzi-type payments to some of the 

early Jersey investors with funds obtained from later investors, using testimonials received from 

some of the recipients to provide a false sense of security to later investors, and making oral and 

written lulling statements to investors in order to reassure investors that their investments were 

safe and that payment was forthcoming. 

Ponzi-type Payments and Use of Testimonials 

45. Jersey and Tager represented that funds invested with Jersey would be used in 

connection with Jersey’s ore extraction business and repaid from the revenues Jersey generated 

thereby. 

46. Because Jersey had no material revenue, Jersey and Tager, when repaying capital 

and returns to certain investors, necessarily used later investor funds to fund the distributions, 

contrary to representations made to Jersey investors. 

47. Jersey and Tager also obtained at least four written testimonials from Jersey 

investors who received at least some repayment. 

48. Jersey, Tager, and the solicitors then distributed these testimonials to prospective 

investors to induce them into a false sense of security concerning the Jersey securities offering. 

Lulling Statements 

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49. From at least October 2014 through at least September 2017, Jersey and Tager 

produced and Jersey, Tager, and the solicitors disseminated a number of Jersey newsletters to 

both existing investors and prospective investors in Jersey securities. 

50. These newsletters purported to provide updates as to the progress and continual 

development of Jersey’s ore extraction system and business but also contained material 

misstatements and omissions evidently designed to falsely lull investors into believing that their 

investments in Jersey were still on-track to perform. 

51. For example, in the February 2017 newsletter, Jersey states, among other things, that: 

In addition to our in-house production, we have secured an 
additional production contract with Commercial Metals 
Company (CMC), one of the largest metals producers in the 
country. [DISPLAYS CMC’S LOGO] Commercial Metals 
Company ‒ CMC has agreed to smelt 300 to 500 tons of 
[Jersey’s] material monthly. The upside is beyond substantial! 
The relationship between CMC and [Jersey] will dramatically 
and forever change the success and profitability of the 
company. 

 
52. This statement is false. When investigators contacted CMC, they were informed 

that CMC, a steel recycling company that produces products such as re-bar and steel fence posts, 

does not smelt materials, and that CMC is unfamiliar with and has no agreements with Jersey. 

53. In addition to newsletters, Jersey also disseminated at least one lulling letter to 

investors purporting to explain the substantial progress the company had been making and the 

reasons for Jersey’s delay in repaying investors. 

54. This undated letter also lulled investors into a false sense of security about their 

Jersey investments by telling them that Jersey had “millions of dollars [sic] worth of raw end 

product that has come through our process that has been stockpiled” and promising investors an 

additional 2% interest on their invested principal during Jersey’s default. 

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55. Jersey, Tager, and the solicitors also made oral statements to lull investors into a 

false sense of security about their Jersey investments by telling them that Jersey needed an 

extension to make the payments owed to investors because Jersey was starting to build its own 

refinery, was integrating refining into their own operation, and/or was working on the sale of its 

intellectual property to a variety of foreign investors. 

Scienter 

56. Tager knew his representations were false and misleading at the time he made 

them because he was in possession of the true facts. 

57. Tager has been Jersey’s sole owner and managing member since the time of its 

inception and thus knew the truth about Jersey’s business operations and finances.  

58. Tager possessed ultimate authority over the content of Jersey’s written 

communications, which he provided to the solicitors for their use in soliciting investors.  

59. Tager established and controlled Jersey’s bank accounts, including the granting of 

authorized signer status to others on some of Jersey’s accounts. Tager directed all financial and 

operational aspects of Jersey and handled and directed investor funds.  

60. Tager knew that investors were not being repaid as promised or were being repaid 

from new investor funds.  

61. Tager knew that Jersey had no mining or mineral claims of its own and was not 

generating any material revenues from its commercially unsuccessful system.  

62. Tager knew that investor funds were being used for a variety of personal expenses 

by him, Mangum, Freitas and others. 

63. As the sole owner and operator of Jersey, Tager’s scienter is imputed to the 

company. 

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UNREGISTERED OFFER AND SALE 

64. No registration statement has been filed with the Commission as to any offering 

of securities by Jersey. 

65. Jersey, Tager, and solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo 

engaged in a general solicitation of Jersey securities. 

66. Jersey, Tager, and solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo 

sold Jersey securities to investors who were not accredited investors, as defined in Rule 501(a) of 

Regulation D [17 C.F.R. § 230.501(a)], and did not take reasonable steps to verify that investors 

were accredited. 

UNREGISTERED BROKER ACTIVITY 

67. Solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo are and were 

neither registered with the Commission as brokers nor associated with entities that were 

registered with the Commission as brokers during the period of their solicitation of Jersey 

securities. 

68. Solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo are or were acting 

as brokers in connection with the offer and sale of Jersey securities by actively soliciting 

investors on behalf of Jersey.   

69. Solicitors Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, directly or 

indirectly, received transaction-based compensation (i.e., commissions) of 20-30% arising from 

investor purchases of Jersey securities. 

FIRST CAUSE OF ACTION 
OFFER AND SALE OF UNREGISTERED SECURITIES 

Violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)] 
All Defendants 

70. The Commission realleges and incorporates by reference the allegations contained 

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in Paragraphs 1 through 69, above. 

71. Defendants Jersey, Tager, Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, 

and each of them, by engaging in the conduct described above, directly or indirectly, through use of 

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

offered to sell or sold securities or, directly or indirectly, or carried such securities through the mails 

or in interstate commerce, for the purpose of sale or delivery after sale. 

72. No registration statement has been filed with the Commission or has been in 

effect with respect to these securities. 

73. By reason of the foregoing, defendants Jersey, Tager, Gagnier, K. Gross, 

Lebarton, J. Shoucair, and Vitolo, and each of them, directly or indirectly violated and, unless 

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

77e(a) and 77e(c)]. 

SECOND CAUSE OF ACTION 
AIDING AND ABETTING 

Violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)] 
All Individual Defendants 

74. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

75. By engaging in the conduct described above, defendant Jersey violated Sections 

5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)], and defendants Tager, 

Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, and each of them, knowingly or recklessly, 

provided substantial assistance to Jersey in its achievement of said violations. 

76. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], any person 

that knowingly or recklessly provides substantial assistance to another person in violation of a 

provision of the Securities Act, or of any rule or regulation issued under the Securities Act, shall 

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be deemed to be in violation of such provision to the same extent as the person to whom such 

assistance is provided. 

77. By reason of the foregoing, and in the alternative to their direct violations of 

Sections 5(a) and 5(c) of the Securities Act as described above, defendants Tager, Gagnier, K. 

Gross, Lebarton, J. Shoucair, and Vitolo, and each of them, is liable for violations of Sections 

5(a) and 5(c) of the Securities Act to the same extent as defendant Jersey is liable and, unless 

enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act. 

THIRD CAUSE OF ACTION 
FRAUD IN CONNECTION WITH THE OFFER AND SALE OF SECURITIES 

Violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] 
Defendants Jersey and Tager 

 
78. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

79. Defendants Tager and Jersey, and each of them, by engaging in the conduct 

described above, directly and indirectly, in the offer and sale of securities, by the use of the 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails, with scienter, (1) employed a device, scheme, or artifice to defraud, (2) obtained money or 

property by means of untrue statements of material fact or by omitting to state a material fact 

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

were made, not misleading, and/or (3) engaged in transactions, practices, or courses of business 

which operated or would operate as a fraud or deceit upon the purchaser. By reason of the 

foregoing, defendants Tager and Jersey, and each of them, directly or indirectly, violated and, 

unless restrained and enjoined, will continue to violate Section 17(a) of the Securities Act [15 

U.S.C. § 77q(a)]. 

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FOURTH CAUSE OF ACTION 
AIDING AND ABETTING 

Violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] 
All Individual Defendants 

80. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

81. By engaging in the conduct described above, defendant Jersey violated Section 

17(a) of the Securities Act, and defendant Tager, knowingly or recklessly, provided substantial 

assistance to Jersey in its achievement of said violations. 

82. By engaging in the conduct described above, defendant Jersey violated Section 

17(a)(2) of the Securities Act, and defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and 

Vitolo, and each of them, knowingly or recklessly, provided substantial assistance to Jersey in its 

achievement of said violations. 

83. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], any person 

that knowingly or recklessly provides substantial assistance to another person in violation of a 

provision of the Securities Act, or of any rule or regulation issued under the Securities Act, shall 

be deemed to be in violation of such provision to the same extent as the person to whom such 

assistance is provided. 

84. By reason of the foregoing, and in the alternative to his direct violations of 

Section 17(a) of the Securities Act as described above, defendant Tager is liable for violations of 

Section 17(a) of the Securities Act to the same extent as defendant Jersey is liable and, unless 

enjoined, will continue to violate Section 17(a) of the Securities Act. 

85. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair, 

and Vitolo, and each of them, is liable for violations of Section 17(a)(2) of the Securities Act to 

the same extent as defendant Jersey is liable and, unless enjoined, will each continue to violate 

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Section 17(a)(2) of the Securities Act. 

FIFTH CAUSE OF ACTION 
FRAUD IN CONNECTION WITH THE PURCHASE AND SALE OF SECURITIES 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 
10b‒5 [17 C.F.R. § 240.10b‒5] 
Defendants Jersey and Tager 

 
86. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

87. Defendants Tager and Jersey, and each of them, by engaging in the conduct 

described above, directly or indirectly, by the use of means or instrumentalities of interstate 

commerce or use of the mails, in connection with the purchase or sale of securities, with scienter, 

(1) employed devices, schemes, or artifices to defraud; (2) made untrue statements of material 

fact or omitted to state a material fact necessary in order to make statements made, in light of the 

circumstances under which they were made not misleading; and/or (3) engaged in acts, practices, 

or courses of business that operated or would operate as a fraud and deceit upon other persons. 

88. By reason of the foregoing, defendants Tager and Jersey, and each of them, 

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

Exchange Act [15 U.S.C. §78j(b)] and Exchange Act Rule 10b‒5 [17 C.F.R. § 240.10b‒5]. 

SIXTH CAUSE OF ACTION 
AIDING AND ABETTING 

Violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 
10b‒5 [17 C.F.R. § 240.10b‒5] 

All Individual Defendants 

89. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

90. By engaging in the conduct described above, defendant Jersey violated Section 

10(b) of the Exchange Act and Exchange Act Rule 10b‒5, and defendant Tager, knowingly or 

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recklessly, provided substantial assistance to Jersey in its achievement of said violations. 

91. By engaging in the conduct described above, defendant Jersey violated Section 

10(b) of the Exchange Act and Exchange Act Rule 10b‒5(b), and defendants Gagnier, K. Gross, 

Lebarton, J. Shoucair, and Vitolo, and each of them, knowingly or recklessly, provided 

substantial assistance to Jersey in its achievement of said violations. 

92. Pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], any person 

that knowingly or recklessly provides substantial assistance to another person in violation of a 

provision of the Exchange Act, or of any rule or regulation issued under the Exchange Act, shall 

be deemed to be in violation of such provision to the same extent as the person to whom such 

assistance is provided. 

93. By reason of the foregoing, and in the alternative to his direct violations of 

Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5 as described above, defendant 

Tager is liable for violations of Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5 

to the same extent as defendant Jersey is liable and, unless enjoined, will continue to violate 

Section 10(b) of the Exchange Act and Exchange Act Rule 10b‒5. 

94. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair, 

and Vitolo, and each of them, is liable for violations of Section 10(b) of the Exchange Act and 

Exchange Act Rule 10b‒5(b) to the same extent as defendant Jersey is liable and, unless 

enjoined, will each continue to violate Section 10(b) of the Exchange Act and Exchange Act 

Rule 10b‒5(b). 

SEVENTH CAUSE OF ACTION 
OFFER AND SALE OF SECURITIES BY AN 

UNREGISTERED BROKER OR DEALER 
Violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)] 

Defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo 
 

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95. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

96. Defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, directly or 

indirectly, made use of the mails or the means or instrumentalities of interstate commerce to 

effect transactions in, or to induce or attempt to induce the purchase and sale of, securities 

without being registered as a broker or dealer with the Commission or associated with a broker-

dealer registered with the Commission. 

97. By reason of the foregoing, defendants Gagnier, K. Gross, Lebarton, J. Shoucair, 

and Vitolo violated and, unless restrained and enjoined, will continue to violate Section 15(a)(1) 

of the Exchange Act [15 U.S.C. 78o(a)(1)]. 

EIGHTH CAUSE OF ACTION 
AIDING AND ABETTING 

Violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)] 
Defendants Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo 

98. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

99. By engaging in the conduct described above, defendants Gagnier, K. Gross, 

Lebarton, J. Shoucair, and Vitolo violated Section 15(a)(1) of the Exchange Act, and defendants 

Jersey and Tager, knowingly or recklessly, each provided substantial assistance to defendants 

Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo in their respective achievement of said 

violation. 

100. Pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], any person 

that knowingly or recklessly provides substantial assistance to another person in violation of a 

provision of the Exchange Act, or of any rule or regulation issued under the Exchange Act, shall 

be deemed to be in violation of such provision to the same extent as the person to whom such 

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assistance is provided. 

101. By reason of the foregoing, defendants Jersey and Tager are each liable for 

violations of Section 15(a)(1) of the Exchange Act to the same extent as defendants Gagnier, K. 

Gross, Lebarton, J. Shoucair, and Vitolo are liable and, unless enjoined, will continue to violate 

Section 15(a)(1) of the Exchange Act. 

NINTH CAUSE OF ACTION 
VIOLATION OF ASSOCIATIONAL BAR THROUGH ACTING AS A BROKER 
Violation of Section 15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)] 

Defendant K. Gross 
 

102. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

103. Defendant K. Gross, who has previously been made the subject of a Commission 

bar from associating with any broker, dealer, investment adviser, municipal securities dealer, 

municipal advisor, transfer agent, or nationally recognized statistical ratings organization and 

from participating in an offering of penny stock, with such previous bar being in effect, directly 

or indirectly, made use of the mails or the means or instrumentalities of interstate commerce to 

effect transactions in, or to induce or attempt to induce the purchase and sale of, securities 

without being registered as a broker or dealer with the Commission or associated with a broker-

dealer registered with the Commission (i.e., acted as a broker). 

104. By reason of the foregoing, defendant K. Gross violated and, unless restrained 

and enjoined, will continue to violate Section 15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. 

78o(b)(6)(B)(i)]. 

TENTH CAUSE OF ACTION 
RECEIPT OF ILL-GOTTEN GAINS 

Relief Defendants Premier Marketing Solutions, Inc., Equity First Properties, Inc., 
Freitas, R. Gross, Mangum, and C. Shoucair 

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105. The Commission realleges and incorporates by reference the allegations contained 

in Paragraphs 1 through 69, above. 

106. Relief defendants Premier Marketing Solutions, Inc., Equity First Properties Inc., 

Matthew Jacob Freitas, Roxane Marie Gross, Matthew Earl Mangum, and Christine L. Shoucair 

each had some connection with the activities that are the subject of this complaint. 

107. Through these activities, each of relief defendants Matthew Jacob Freitas and 

Matthew Earl Mangum received, directly or indirectly, ill-gotten funds belonging to Jersey and 

obtained by it in connection with the illegal offer and sale of Jersey securities to investors. 

108. Through these activities, each of relief defendants Premier Marketing Solutions, 

Inc., Equity First Properties Inc., Roxane Marie Gross, and Christine L. Shoucair received ill-

gotten funds due and owing to certain solicitors from Jersey and Tager in connection with the 

illegal offer and sale of Jersey securities to investors. 

109. Relief defendants Premier Marketing Solutions, Inc., Equity First Properties Inc., 

Roxane Marie Gross, and Christine L. Shoucair do not have legitimate claims to some or all of 

the funds they received from or because of Jersey or Tager and arising from Jersey’s and Tager’s 

illegal activities in connection with its illegal offer and sale of Jersey securities to investors. 

110. By reason of the foregoing, each of relief defendants Matthew Jacob Freitas and 

Matthew Earl Mangum should be required to disgorge funds belonging to Jersey that were 

improperly obtained, directly or indirectly, by and/or for the benefit of each of them. 

111. By reason of the foregoing, each of relief defendants Premier Marketing 

Solutions, Inc., Equity First Properties Inc., Roxane Marie Gross, and Christine L. Shoucair 

should be required to disgorge the proceeds of any commissions, bonuses, and/or fees obtained 

through or in connection with the illegal offer and sale of Jersey securities to investors. 

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RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that this Court: 

I 

  Issue findings of fact and conclusions of law that the defendants committed the violations 

charged herein. 

II 

Issue, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, 

orders that temporarily, preliminarily, and permanently enjoin defendants Jersey and Tager, and 

each of them, and their respective officers, agents, servants, employees, attorneys, and 

accountants, and those persons in active concert or participation with any of them, who receive 

actual notice of the order by personal service or otherwise, and each of them, from (A) engaging 

in transactions, acts, practices, and courses of business described herein, and from engaging in 

conduct of similar purport and object in violation of Sections 5 and 17(a) of the Securities Act, 

Sections 10(b) and 15(a)(1) of the Exchange Act, and Exchange Act Rule 10b‒5, (B) 

transferring, changing, wasting, dissipating, converting, concealing, or otherwise disposing of, in 

any manner, any funds, assets, claims, or other property or assets owned or controlled by, or in 

the possession or custody of, defendants Jersey and Tager respectively; and, (C) transferring, 

assigning, selling, hypothecating, or otherwise disposing of any assets of Jersey.   

III 

 Issue, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, 

orders that temporarily, preliminarily, and permanently enjoin defendants Gagnier, K. Gross, 

Lebarton, J. Shoucair, and Vitolo, and each of them, and their respective officers, agents, 

servants, employees, attorneys, and accountants, and those persons in active concert or 

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participation with any of them, who receive actual notice of the order by personal service or 

otherwise, and each of them, from (A) engaging in transactions, acts, practices, and courses of 

business described herein and from engaging in conduct of similar purport and object in violation 

of Sections 5 and 17(a)(2) of the Securities Act, Sections 10(b) and 15(a)(1) of the Exchange 

Act, and Exchange Act Rule 10b‒5(b), (B) transferring, changing, wasting, dissipating, 

converting, concealing, or otherwise disposing of, in any manner, any funds, assets, claims, or 

other property or assets owned or controlled by, or in the possession or custody of defendants 

Gagnier, K. Gross, Lebarton, J. Shoucair, and Vitolo, respectively; and, (C) transferring, 

assigning, selling, hypothecating, or otherwise disposing of any assets of Jersey. 

IV 

Issue, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, an 

order that temporarily, preliminarily, and permanently enjoins defendant K. Gross and his 

officers, agents, servants, employees, attorneys, and accountants, and those persons in active 

concert or participation with any of them, who receive actual notice of the order by personal 

service or otherwise, and each of them, from engaging in transactions, acts, practices, and 

courses of business in violation of Section 15(b)(6)(B)(i) of the Exchange Act. 

V 

  Issue in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure orders 

that temporarily, preliminarily, and permanently restrain and enjoin the defendants and the relief 

defendants, and each of them, and their officers, agents, servants, employees, attorneys, and 

accountants, and those persons in active concert or participation with any of them, who receive 

actual notice of the order by personal service or otherwise, and each of them, from destroying, 

mutilating, concealing, transferring, altering, or otherwise disposing of, in any manner, books, 

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records, computer programs, computer files, computer printouts, correspondence, including e-

mail, whether stored electronically or in hard copy, memoranda, brochures, or any other 

documents of any kind that pertain in any manner to the business of defendant Jersey. 

VI 

 Enter an order directing defendants, and each of them, to pay civil penalties pursuant to 

Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act. 

VII 

 Enter an order directing each defendant and each relief defendant to disgorge all ill-

gotten gains received during the period of violative conduct and to pay prejudgment interest on 

such ill-gotten gains. 

VIII 

Enter an order permanently enjoining defendant Tager from, directly or indirectly, 

including, but not limited to, through any entity owned or controlled by him, participating in the 

issuance, purchase, offer, or sale of any security provided, however, that such injunction shall 

not prevent him from purchasing or selling securities for his own personal account. 

IX 

Enter an order permanently enjoining defendants Gagnier, K. Gross, Lebarton, J. 

Shoucair, and Vitolo, and each of them, from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by each, soliciting any person or entity to purchase or sell 

any security. 

X 

Grant such further equitable relief as this Court deems just, appropriate, and necessary, 

including, but not limited to, a freeze of assets, the appointment of a receiver, an accounting, and 

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accelerated discovery. 

XI 

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

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered, or to entertain any suitable application or motion for additional 

relief within the jurisdiction of this Court. 

 Dated February 20, 2018.  
Respectfully submitted,  
 

 
      ____________________ 

Amy J. Oliver 
Daniel Wadley  

   Attorneys for Plaintiff 
Securities and Exchange Commission 

 

 

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