2025-05-07 sec-litreleases complaint 693 KB 36,171 chars

SEC v. Loral L. Langemeier; and Live Out Loud, Inc., No. 3:22-cv-00269, District of Nevada (May 7, 2025) — Complaint

raw: SEC v. LORAL L. LANGEMEIER and

SEC v. LORAL L. LANGEMEIER and, No. 3:22-cv-00269 (May 7, 2025)

Caption: BERRY v. 3M COMPANY

Exhibit of Loral L. Langemeier and Live Out Loud, Inc.

summary

The SEC sued Loral L. Langemeier and Live Out Loud, Inc. for acting as unregistered broker-dealers and failing to disclose massive conflicts of interest regarding oil and gas investments.

paragraph

Loral L. Langemeier and her company, Live Out Loud, Inc., allegedly facilitated the sale of $7.4 million in unregistered oil and gas securities while concealing significant financial interests. The defendants earned approximately $407,807 in undisclosed commissions and received an additional $279,854 through equity stakes in investment vehicles. The SEC has charged the defendants with violating the Securities Act, Exchange Act, and Advisers Act.

narrative

The Securities and Exchange Commission filed a complaint in the District of Nevada against Loral L. Langemeier and Live Out Loud, Inc. for operating as unregistered broker-dealers and investment advisers. Between 2016 and 2018, the defendants solicited clients to invest in risky, unregistered oil and gas securities sponsored by Resolute Capital Partners and Homebound Resources. Langemeier failed to disclose that she received approximately $407,807 in sales commissions and held equity stakes worth roughly $279,854 in the investment vehicles. These undisclosed conflicts of interest led many retail investors to suffer significant financial losses. The SEC alleges violations of the Securities Act, Exchange Act, and Advisers Act, including breaches of fiduciary duty. The Commission is seeking permanent injunctions, disgorgement of ill-gotten gains with interest, and civil money penalties.

Enriched metadata

Scheme: broker-dealer-fraud (100%)
Court: District of Nevada
Case No.: 3:22-cv-00269
Victim loss: $7,400,000
Entity: Loral L. Langemeier

Classified broker-dealer-fraud(confidence 100%). EDGAR detection: forms Form D· recall 29% / precision 9%. detection rule →

Extracted insights

Dollar amounts 11

$7.40M $7.4 million $1M–$10M
$1.00M $1,000,000 $1M–$10M
$408K $407,807 $100K–$1M
$280K $279,854 $100K–$1M
$280K $279,854 $100K–$1M
$30K $30,000 $10K–$100K
$25K $25,000 $10K–$100K
$25K $25,000 $10K–$100K
$2K $2,000 <$10K
$399 $399 <$10K
$100 $100 <$10K

Entities 7

company langemeier and lol participated in the sale of unregistered securities
person langemeier large sales commissions
company resolute capital partners, llc and homebound resources, llc
agency Securities and Exchange Commission
company sponsors of the oil and gas securities
person undisclosed sales commissions
person unregistered securities offerings

Triples 11

SEC alleges Langemeier and LOL participated in the sale of unregistered securities
Langemeier and LOL betrayed the trust of their clients
Defendants failed to disclose undisclosed sales commissions
Langemeier held herself out as a sophisticated financial expert
Langemeier developed a roster of clients
Langemeier convinced clients to liquidate conservative investments
Sponsors of the Oil and Gas Securities paid Langemeier large sales commissions
Resolute Capital Partners, LLC and Homebound Resources, LLC sponsored unregistered securities offerings
Langemeier arranged representatives to appear as guest speakers
Langemeier took undisclosed commissions of up to 10%
Langemeier received $407,807 in commissions

PDF

SEC v. LORAL L. LANGEMEIER and · Source

Text layers

Extracted body text (36,171c)

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DUANE K. THOMPSON
BRIAN FITZSIMONS
APPLICATIONS PURSUANT TO LR IA 11-3 PENDING
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
202/551-7159
[email protected]

Counsel for Plaintiff

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
LORAL L. LANGEMEIER and
LIVE OUT LOUD, INC.,

Defendants.
22-CV-_____

COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for its Complaint
against Loral L. Langemeier (“Langemeier”) and Live Out Loud, Inc. (“LOL”) (collectively,
“Defendants”), alleges as follows:
SUMMARY
1. This case involves two unregistered broker-dealers, Langemeier and her company
LOL, who actively participated in the offer and sale of unregistered securities and then betrayed the
trust of their clients. They did so by failing to disclose material conflicts of interest when
recommending risky alternative investments. Specifically, Defendants failed to disclose that they
were receiving undisclosed sales commissions based on those recommendations, and had other
financial interests.

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2. From at least January 1, 2016 through December 31, 2018 (the “Relevant Period”),
Langemeier held herself out as a sophisticated financial expert and mentor, and, through LOL,
developed a roster of clients in Nevada and elsewhere who paid substantial fees in exchange for her
supposedly objective business and financial advice. Their client base consisted of small business
owners, retirees, and other retail investors who typically held funds in retirement accounts that
restricted their ability to invest in alternative investment schemes. By her acts, Langemeier, through
her company, assumed the role of an investment adviser to her clients.
3. Langemeier convinced many of her clients to liquidate relatively conservative
investments so that they could reinvest the money in risky and unregistered oil and gas offerings
(the “Oil and Gas Securities”), which she enthusiastically recommended to clients at investment
seminars and in aggressive follow-up solicitations. In exchange, the sponsors of the Oil and Gas
Securities paid Langemeier large sales commissions, which she never disclosed. The Oil and Gas
Securities were a series of unregistered securities offerings sponsored by Resolute Capital Partners,
LLC (“RCP”) and Homebound Resources, LLC (“Homebound”).
4. Langemeier arranged for RCP and Homebound’s representatives to appear as guest
speakers at LOL seminars to promote their particular Oil and Gas Securities. Langemeier bolstered
the presentations by portraying the oil and gas ventures as low-risk and tax advantaged vehicles to
grow wealth. She also touted her own supposed past success with similar investments. While
steering clients to RCP and Homebound, however, Defendants never disclosed to their clients that
Langemeier had deep ties with both RCP and Homebound and was acting as a de facto unregistered
broker on their behalf.
5. Langemeier presented RCP and Homebound to her clients as unrelated third parties,
when in reality she stood to profit in two separate – and undisclosed – ways when her clients
purchased the Oil and Gas Securities. First, Langemeier took undisclosed commissions of up to

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10% on sales to clients she steered to RCP and Homebound. She received a total of approximately
$407,807 in such commissions based on the more than $7.4 million of RCP/Homebound securities
her clients purchased. Second, Langemeier held equity stakes in two of the investment vehicles she
recommended to clients, HBR VI and SEA III, which were sponsored by RCP and Homebound.
Langemeier ultimately received a payout worth approximately $279,854 by virtue of that ownership
stake.
6. Langemeier’s commission arrangement with RCP and Homebound and her equity
stake in the Oil and Gas Securities investment vehicles was material information that would be
significant to a reasonable investor in assessing her recommendation. Moreover, Defendants knew
or should have known that these conflicts of interest were material. Thus, they had a fiduciary duty
to disclose conflicts to clients and to act in their best interest. They breached their fiduciary duty to
clients by failing to disclose their material conflicts.
7. During the Relevant Period, Defendants acted as unregistered brokers via their
agreements with RCP and Homebound. By actively soliciting their clients to purchase the Oil and
Gas Securities, they engaged in the business of effecting transactions in securities for others. They
provided advice on the merits of the offerings and received transaction-based compensation in the
form of undisclosed sales commissions from RCP and Homebound.
8. Many of Defendants’ clients suffered significant losses from these investments. The
issuers of the Oil and Gas Securities failed to make distributions of profits to equity investors,
stopped making regular interest payments on debt instruments, and/or refused to return principal
when promissory notes sold to investors came due. In fact, one client lost nearly $1,000,000, which
Defendants had convinced him to invest in the Oil and Gas Securities. The issuers even conditioned
partial returns of principal to investors on signing non-disclosure agreements.

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9. Defendants violated the federal securities laws in three ways by: (i) acting as broker
in the offer and sale of the Oil and Gas Securities despite not being registered with the Commission;
(ii) actively participating in the offer and sale of unregistered securities; and (iii) failing to disclose
material conflicts of interest while acting as investment advisers.
VIOLATIONS AND RELIEF SOUGHT
10. Through the conduct alleged in this Complaint, Defendants violated Section 15(a) of
the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78o(a)], Sections 5(a) and 5(c)
of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77e(a) and (c)], and Section 206(2) of
the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(2)].
11. The Commission seeks a final judgment from this Court: (1) permanently enjoining
Defendants from future violations of Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)],
Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e(a) and (c)], and Section 206(2) of the
Advisers Act [15 U.S.C. § 80b-6(2)]; (2) permanently restraining and enjoining Langemeier, or any
entities she controls, from (i) participating in the issuance, purchase, offer, or sale of any security, or
(ii) engaging in activities for purposes of inducing or attempting to induce the purchase or sale of
any security; provided, however, that she not be prevented from purchasing or selling securities
listed on a national securities exchange for her own personal account; (3) ordering Defendants to
disgorge their ill-gotten gains, together with prejudgment interest thereon; and (4) ordering
Defendants to pay civil money penalties pursuant to Section 21(d) of the Exchange Act [15 U.S.C. §
78u(d)], Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 209(e) of the Advisers
Act [15 U.S.C. § 80b-9(e)].

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JURISDICTION AND VENUE
12. The Commission brings this action pursuant to Section 21(d) of the Exchange Act
[15 U.S.C. § 78u(d)], Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and Section 209(d) of
the Advisers Act [15 U.S.C. § 80b-9(d)].
13. This Court has jurisdiction over this action pursuant to Sections 21(d) and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d) and 78aa], Sections 20(d) and 22(a) of the Securities Act [15
U.S.C. §§ 77t(d) and 77v(a)], and Sections 209(d), 209(e) and 214(a) of the Advisers Act [15
U.S.C. §§ 80b-9(d), 80b-9(e) and 80b-14(a)].
14. Defendants, directly or indirectly, have made use of the means or instruments of
transportation or communication in interstate commerce, or of a means or instrumentality of
interstate commerce, or of the mails, in connection with the transactions, acts, practices, and courses
of business alleged in this Complaint. Among other things, Defendants sent emails to clients
around the country advertising LOL seminars and the Oil and Gas Securities, and engaged in
interstate emails and telephone calls with RCP personnel regarding their sales and commissions.
15. Venue lies in this District pursuant to Section 22(a) of the Securities Act, [15 U.S.C.
§77v (a)], Section 27 of the Exchange Act [15 U.S.C. S78aa (a)], and Section 214 of the Advisers
Act [15 U.S.C. §80b-14] because Defendants have transacted business here, including certain of the
acts complained of in this Complaint, and because Defendants maintain a principal place of
business in Zephyr Cove, Nevada.
16. Defendants and the Commission executed three successive tolling agreements that
collectively tolled the running of any applicable statute of limitation deadline from May 1, 2021 to
July 1, 2022.

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DEFENDANTS
17. Langemeier, age 56, resides in Gardnerville, Nevada. During the Relevant Period,
Langemeier was engaged in the business of advising clients on business, finance and investing.
Langemeier purported to explain strategies to grow wealth through investments in “alternative
assets” and other investment strategies. Langemeier was the sole owner and operator of LOL
during the Relevant Period. Langemeier has never been registered as a broker-dealer with the
Commission or any state regulator. Langemeier has not been associated with a registered broker-
dealer since 2006.
18. LOL is a Nevada limited liability company organized in 2001 and located in Zephyr
Cove, Nevada. During the Relevant Period, LOL was engaged in the business of advising clients on
business, finance and investing. LOL has never been registered with the Commission or any state
securities regulator in any capacity.
OTHER RELEVANT ENTITIES AND PERSONS
19. Homebound is a Texas company located in Irving, Texas. Homebound acted as a
project sponsor for RCP’s offerings and was responsible for identifying and purchasing the oil and
gas wells in which the RCP investment vehicles owned working interests.
20. RCP is a Nevada company with offices in Texas, California and Minnesota. RCP
created numerous oil and gas debt and equity investment vehicles using wells identified by
Homebound and its affiliates.
21. Thomas Joseph Powell (“Powell”), age 53, is a resident of Reno, Nevada. Powell
is the owner of RCP and other related entities, and served as the Senior Managing Partner of RCP.
22. Stefan Tiberiu Toth (“Toth”), age 48, is a resident of Frisco, Texas. Toth is the
founder, co-owner, Chairman and Chief Executive Officer of Homebound Financial Group, LP, and
also operates and controls its subsidiaries, including Homebound.

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23. A recent Commission Order found that Homebound, RCP, Powell, and Toth violated
registration and anti-fraud provisions of the federal securities laws. See In the Matter of Resolute
Capital Partners, Ltd, LLC, et al., AP File No. 3-20597 (Sept. 24, 2021) (the “Homebound
Commission Order”). In particular, the Homebound Commission Order found that that their
offering disclosures were inadequate and that they made materially misleading statements in
marketing the Oil and Gas Securities. The misleading statements included insufficiently supported
oil production projections, assertions about potential tax benefits that were unavailable to certain
investors, and incomplete disclosures about potential uses of investor funds, including the amount
of funds that would be used for payments to prior debt and equity investors.
24. Powell, RCP, Toth, and Homebound reached settlements with the Commission in the
Homebound Commission Order, which found that they violated Sections 5(a) and (c) and 17(a)(2)
and (a)(3) of the Securities Act and Section 15(a) of the Exchange Act.
FACTS
I. Defendants Marketed Business and Financial Advisory Services to a Large Client Base
25. During the Relevant Period, Langemeier held herself out as a highly successful
business and finance expert. The LOL website touted Langemeier as “one of only a handful of
women in the world today who can claim the title of ‘Expert’ when it comes to financial matters
and the making of millionaires.” Langemeier authored and made available to clients a number of e-
books, including one titled “The Millionaire Maker” that purported to provide advice on tax and
debt reduction strategies, credit repair and other financial topics. She also made frequent
motivational speaking appearances at events sponsored by Mary Kay and other marketing
organizations focused on small business or franchise owners. In frequent emails sent to LOL
clients, Langemeier further promoted herself as an expert in investing, finance, and wealth creation.

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26. Through LOL, Langemeier offered clients several tiers of access to her advice and
services. Defendants offered a so-called “Fast Cash Coaching” service that promised small
business owners expert advice on development strategies and financing techniques for a period of
three months in exchange for a fee of $399.
27. The next level of service Defendants offered was the “Big Table” service platform
that promised unlimited lifetime business, financial and investment advice from Langemeier and
other advisers at LOL for a one-time payment of between $2,000 and $30,000.
28. The highest and most exclusive level of service Defendants offered was the “Head of
the Table” platform that promised people who had already bought into the Big Table platform
guaranteed lifetime access to Langemeier herself in exchange for an additional $25,000 payment.
29. Langemeier advised at least one client to obtain a credit card to pay her $25,000 “Big
Table” fee. Defendants had an undisclosed agreement with the credit card provider pursuant to
which they would earn a fee when LOL clients opened a credit card account.
30. During the Relevant Period, Defendants had more than one hundred Big Table
clients. Many Big Table clients were actual or aspiring small business owners who had traditional
retirement accounts such as 401(k) accounts through a current or former employer.
31. Defendants promised Big Table clients an assortment of services “dedicated to the
common goal of growing business [sic] and wealth by making money, investing money, keeping
money” and at least one in-person session where “educational strategies on investments” would be
taught. Defendants purported to advise these clients on how to grow their wealth in a number of
ways, including by investing in alternative assets and securities. Defendants also invited Big Table
clients to attend occasional webinars and seminars.

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II. Defendants Acted as Unregistered Broker-Dealers
32. During the Relevant Period, Defendants regularly participated at key points in the
chain of distribution of the Oil and Gas Securities. They actively marketed the Oil and Gas
Securities to their network of clients, both individually and at investment seminars. Defendants
directed their clients to an RCP website where they could purchase the Oil and Gas Securities
33. Langemeier also requested that RCP contact her clients directly to sell specific Oil
and Gas Securities. In return for steering clients to purchase the Oil and Gas Securities, Defendants
received, pursuant to written agreements, transaction-based compensation in the form of sales
commissions.
34. In April 2016, Langemeier entered into a partnership agreement with Toth and
Powell, who controlled Homebound and RCP respectively. A related document stated that the
purpose of the partnership was to “align the interests” of the parties,” help “raise capital for the [oil
and gas] funds largely through qualified plan funds (IRA/401k)” and “create a lead generation
funnel for sourcing prospective investors in the United States and Canada.” The agreement entitled
Langemeier to 10% commissions when her clients purchased the Oil and Gas Securities and 3%
commissions if an investor came from LOL’s “pool,” but a different salesperson closed the deal.
35. At seminars for Big Table clients and at other investment seminars during the
Relevant Period, Defendants featured presentations on the Oil and Gas Securities and other
“exclusive” investment opportunities. Langemeier sent mass email messages to her client list to
publicize upcoming presentations on the Oil and Gas Securities and encourage attendance.
36. For example, on June 19, 2017, a member of the LOL staff, at Langemeier’s
direction, sent an email to LOL clients stating that “Loral and I have hand-picked you to be
educated and/or involved in a special Gas & Oil Project that needs to be executed by June 30,
2017,” and encouraged clients to “text Loral directly” for more details.

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37. Similarly, on January 18, 2018, Langemeier emailed LOL clients to promote her
“team that guides you from beginning to end” and to encourage them to register for an online
“Assets Blitz,” where they would learn about, among other things, how to “[i]nvest more money in
off-Wall Street opportunities such as gas & oil, real estate, promissory notes, securities, precious
metals and franchises.”
38. At LOL seminars, Defendants introduced representatives of the issuers who
proceeded to make presentations on the offerings. In 2016 alone, for example, Thomas Powell
presented at various monthly Big Table seminars held in Lake Tahoe, Nevada and San Diego,
California, and presented at the “Ultimate Millionaire Summit” (“UMS”) held in San Diego,
California. Below is the 2016 schedule that was emailed from LOL to presenters, including Powell
and other representatives of RCP.
Big Table January 25-26 Lake Tahoe, NV
Big Table February 22-23 Lake Tahoe, NV
Big Table March 21-22 Lake Tahoe, NV
Big Table April 25-26 Lake Tahoe, NV
Big Table May 23-24 Lake Tahoe, NV
Big Table June 13-14 Lake Tahoe, NV
Big Table July 18-19 Lake Tahoe, NV
Big Table August 22-23 Lake Tahoe, NV
Big Table September 19-20 Lake Tahoe, NV
Big Table October 25-26 San Diego, CA
Big Table November 14-15 Lake Tahoe, NV
Big Table December 5-6 Lake Tahoe, NV
UMS October 26-29 San Diego, CA

39. Langemeier endorsed the Oil and Gas Securities to the client audience attending
LOL investment seminars. Langemeier had a standard “talk track” that she used with clients when
selling the Oil and Gas Securities. This was a pitch script that included a story about how she made
her “first million” in oil and gas, and how RCP’s multi-well projects are great investments that have
“blended returns,” (referring to distributions from the sale of oil from multiple wells) which are

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safer and reduce risk. She also claimed to have achieved personal wealth through her own previous
investments in oil and gas ventures.
40. Langemeier knew that traditional retirement accounts such as employer-sponsored
401(k) plans and IRAs, in which her clients typically held their available funds, did not permit
withdrawals to fund the purchase of alternative investments. Langemeier therefore advised clients
to transfer funds to self-directed IRAs so that they could act on her recommendations to purchase
Oil and Gas Securities. Langemeier encouraged such conversions by describing purported tax and
other benefits of oil and gas investing. Many clients liquidated funds that they had previously
invested in more traditional retirement accounts in order to fund purchases of the Oil and Gas
Securities through newly-opened self-directed IRAs.
41. Langemeier directed interested clients to an RCP website where they could complete
investment paperwork for Oil and Gas Securities. Langemeier received monthly commission
tracking spreadsheets, which detailed the commissions she was due when her clients invested in the
Oil and Gas Securities. For example, in late June 2016, Defendants received a “LOL (HBR VI)
Tracker” which listed the names of investors, amounts, and commissions for LOL clients who
purchased the Oil and Gas Securities. An excerpt appears below (investor names not provided):

42. In addition to the presentations at LOL seminars, Langemeier sent messages to her
clients using aggressive sales tactics to promote the Oil and Gas Securities and their purported
HBR VI, LLC
2016
ISD
INVESTOR NAMEDATELEAD SOURCESDEBT INVESTEDEQUITY INVESTEDTOTAL MARKETINGMARKETING PAIDDIFFERENCIAL
14%10%4%
BOBBY CAINE 4/18/2016LOL26,000.00$ -$ 3,640.00$ 2,600.00$ 1,040.00$
BECKY CAINE 4/18/2016LOL11,400.00$ -$ 1,596.00$ 1,140.00$ 456.00$
DIANE DIMURA5/3/2016LOL10,000.00$ 1,400.00$ 1,000.00$ 400.00$
VINCE LIGHTFOOT 4/29/2016LOL-$ 96,000.00$ 13,440.00$ 9,600.00$ 3,840.00$
CLAIRE ALLARD4/29/2016LOL-$ 12,800.00$ 1,792.00$ 1,280.00$ 512.00$
VICTORIA MCKOWN5/5/2016LOL22,500.00$ -$ 3,150.00$ 2,250.00$ 900.00$
LYN ADAMS5/23/2016LOL65,500.00$ 9,170.00$ 6,550.00$ 2,620.00$
ANITA TRAMMEL5/24/2016LOL15,000.00$ 2,100.00$ 1,500.00$ 600.00$
DIANE DIMURA5/23/2016LOL-$ 22,500.00$ 3,150.00$ 2,250.00$ 900.00$

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benefits. For example, in a text message exchange in late June 2016, Langemeier warned one client
that a particular RCP offering “[i]s closing soon . . . u will miss this huge one” and advised the
client to “wire more . . . $100-250k.” Ten days later, when the client still had not invested,
Langemeier urged her client to “Do the [RCP] deal. Even if 100k.”
43. All told, Langemeier raised approximately $7.4 million in investor money for RCP
and Homebound sponsored investments during the Relevant Period. From 2016 to 2018,
Langemeier, through LOL, received at least $407,807 in undisclosed commissions.
44. LOL was not registered with the Commission as a broker-dealer at any time during
the Relevant Period. Langemeier was not registered with the Commission as an associated person
of a broker-dealer at any time during the Relevant Period.
III. Defendants Were Active Participants in the Offer and Sale of Unregistered Securities
45. The Oil and Gas Securities were offered in two forms: (1) membership interests in
the oil and gas equity offerings that involved investors paying money to purchase membership
interests with an expectation of regular dividends and profits upon the sale of the oil and gas wells;
and (2) promissory notes offering fixed interest payments ranging between 8% to 12% and the
return of capital upon expiration of the notes.
46. The Oil and Gas Securities were “securities” within the meaning of Section 2(a)(1)
of the Securities Act and Section 3(a)(10) of the Exchange Act. The equity offerings involved
investors paying money to purchase membership interests, a common enterprise, and a reasonable
expectation of profits based on the efforts of third parties who identified, acquired and drilled the
wells. The promissory notes were “notes” as included in the definition of “security” set forth in
Section 2(a)(1) of the Securities Act.
47. Defendant sold the Oil and Gas Securities to clients through the means and
instrumentalities of interstate commerce.

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48. No registration statement was filed or in effect for any of the Oil and Gas Securities.
No exemption from registration applied.
49. Langemeier was an active participant in the offer and sale of the unregistered Oil and
Gas Securities. LOL also was an active participant in the offer and sale of the unregistered Oil and
Gas Securities. Throughout the Relevant Period, Defendants actively marketed the Oil and Gas
Securities to their clients, and routinely directed clients to view marketing documents on RCP’s
website. Defendants directly marketed the Oil and Gas Securities to clients both in person and via
marketing emails by describing the benefits of oil and gas investing, detailing Langemeier’s
previous oil and gas investments, promoting the details of the specific investment opportunities, and
introducing LOL clients to the principals of RCP and Homebound for the purpose of selling them
securities. Moreover, Defendants regularly provided clients with advice on ways to finance
purchases of the Oil and Gas Securities. Defendants also regularly directed clients directly to RCP
personnel or the website to view additional information and complete the sales.
50. Defendants’ contribution to the distribution of the Oil and Gas Securities was not de
minimis. To the contrary, Defendants generated at least $7.4 million of sales to their customers.
IV. Through Their Actions, Defendants Acted as Investment Advisers
51. During the Relevant Period, Defendants were engaged in a business that included
providing investment advice to clients. For example, Langemeier held herself out as an expert in
wealth generation, and regularly provided investment advice in exchange for fees paid by clients.
Langemeier and LOL provided such advice at LOL investment seminars and webinars, as well as
via e-mail, phone and text communications.
52. Although Defendants also provided generalized business and financial advice, they
regularly gave specific investment advice to clients concerning the Oil and Gas Securities.

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Defendants advised clients on the merits of the Oil and Gas Securities, supposed tax advantages,
and ways to finance purchases.
53. While Defendants steered their clients to the issuers of the Oil and Gas Securities to
make actual purchases, they did not tell clients to consult any other investment advisor before
purchasing. More than one-hundred clients accepted Defendants’ advice and purchased Oil and
Gas Securities.
54. Defendants had clients attending the monthly Big Table seminars sign an agreement,
which outlined services provided and contained disclaimers, including that services should not be
construed as investment advice. The disclaimer was part of the registration process for clients who
were already physically present at the seminar – some of whom had traveled thousands of miles and
all of whom had committed significant monies to attend. Moreover, Defendants negated the
disclaimer through their actions once the seminars started and after they concluded. Specifically,
Defendants provided investment advice at the seminars as described above. Defendants’ use of the
boilerplate disclaimer was merely a transparent attempt to dodge their fiduciary responsibilities as
investment advisers.
55. Notwithstanding the purported disclaimers, Defendants acted as investment advisers.
By assuming that role, Defendants were fiduciaries who had a legal and ethical obligation to act in
their clients’ best interest, to provide investment advice that was in their clients’ best interest, and to
exercise utmost good faith in dealing with their clients. This included the duty to their clients to
disclose all material conflicts of interest.

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V. Defendants had Material, Undisclosed Conflicts of Interest
56. As averred in Paragraph 34 above, Langemeier recommended the Oil and Gas
Securities to clients pursuant to partnership agreement with Toth and Powell. The partnership
agreement and other documents state that she was entitled to receive up to a 10% commission on
sales she generated. During the Relevant Period, Langemeier, pursuant to her partnership
agreement, received at least $407,807 in undisclosed commissions from Homebound. Payments
were made to her pass through entity NV Huskers, LLC.
57. In addition, Langemeier held undisclosed ownership interests in two of the issuers of
the Oil and Gas securities, entities called HBR VI and SEA III. In April 2016, Langemeier, Powell,
Toth and two other individuals created an entity called Mountain High Capital (“MHC”). MHC
was the majority owner of HBR VI and SEA III, which entitled it to proceeds from any sale of the
issuers or any other capital transaction. When HBR VI and SEA III were sold in August 2018 via a
related party transaction, each of the members of MHC, none of whom had invested any funds to
obtain their ownership stakes in MHC or the issuers, received distributions of $279,854.
58. In marketing the Oil and Gas Securities to their clients, Defendants failed to disclose
the existence or terms of the partnership agreement among Langemeier, Toth, and Powell.
Defendants also did not disclose the fact that Langemeier was contractually entitled to receive
commissions based on sales of the Oil and Gas Securities. Nor did Defendants disclose that
Langemeier was a part owner in some of the oil and gas ventures themselves.
59. The information described in paragraphs 34, and 56 – 57 above was material.
Reasonable investors would have wanted to know that information, and would have found the
information significant, in determining whether to invest in the Oil and Gas Securities.

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60. Defendants knew or should have known that the facts averred in paragraphs 34 and
56 - 57 above would have been material to their clients in deciding whether to invest in the Oil and
Gas Securities. By failing to disclose those facts, Defendants were at least negligent and violated
their fiduciary duty to their clients.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a) of the Exchange Act
61. The Commission re-alleges and incorporates by reference the allegations in
paragraphs 1 through 60, inclusive, as if they were fully set forth herein.
62. Langemeier and LOL, directly or indirectly, by the use of the mails or the means or
instrumentalities of interstate commerce, while acting as or associated with a broker or dealer,
effected transactions in, or induced or attempted to induce the purchase or sale of securities, while
they were not registered with the Commission as a broker or dealer and while they were not
associated with an entity registered with the Commission as a broker-dealer.
63. By engaging in the conduct described above, Langemeier and LOL violated, and
unless restrained and enjoined will in the future violate Section 15(a) of the Exchange Act, 15
U.S.C. § 78o(a).
SECOND CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act
64. The Commission re-alleges and incorporates by reference the allegations in
paragraphs 1 through 60, inclusive, as if they were fully set forth herein.
65. By engaging in the acts and conduct alleged in this Complaint, Langemeier and
LOL, directly or indirectly, have made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell or to offer to sell securities, when no
registration statement was filed or in effect with the Commission as to such securities.

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66. No exemption from the registration requirement existed with respect to the securities
and transactions described in this Complaint.
67. By reason of the foregoing, Langemeier and LOL violated, and, unless enjoined, are
reasonably likely to continue to violate, Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §
77e(a) and (c).
THIRD CLAIM FOR RELIEF
Violations of Section 206(2) of the Advisers Act
68. The Commission re-alleges and incorporates by reference the allegations in
paragraphs 1 through 60, inclusive, as if they were fully set forth herein.
69. By engaging in the acts and conduct alleged in this Complaint, Langemeier and LOL
were acting as an investment advisers to their clients within the meaning of Section 202(a)(11) of
the Advisers Act, 15 U.S.C. § 80b-2(a)(11), because, for compensation, the engaged in the business
of advising others, either directly or through publications or writings, as to the value of securities or
as to the advisability of investing in, purchasing, or selling securities.
70. Langemeier and LOL, directly or indirectly, singularly or in concert, by use of the
mails or means and instrumentalities of interstate commerce, while acting as investment advisers,
engaged in transactions, practices, or courses of business which operated as a fraud or deceit upon
any client or prospective client, with at least negligence.
71. As investment advisers, Langemeier and LOL owed their clients a fiduciary duty of
utmost good faith, undivided loyalty, and care to make full disclosure to them of all material facts,
as well as the duty to act in their best interests, and not to act in their own interests to the detriment
of their clients.
72. Langemeier and LOL breached their fiduciary duties to their clients and engaged in
fraudulent conduct by not disclosing their various conflicts of interest to their clients.

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73. By reason of the foregoing, Langemeier and LOL violated, and unless enjoined will
again violate, Section 206(2) of the Advisers Act, 15 U.S.C. § 80b-6(2).
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final judgment:
A. Permanently restraining and enjoining Defendants from, directly or indirectly,
violating Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)]; Sections 5(a) and 5(c) of the
Securities Act [15 U.S.C. § 77e(a) and (c)]; and Section 206(2) of the Advisers Act [15 U.S.C. §§
80b-6(2)].
B. Permanently restraining and enjoining Langemeier, or any entities she controls, from
(i) participating in the issuance, purchase, offer, or sale of any security, or (ii) engaging in activities
for purposes of inducing or attempting to induce the purchase or sale of any security; provided,
however, that she not be prevented from purchasing or selling securities listed on a national
securities exchange for her own personal account
C. Ordering Defendants to disgorge all funds received from their illegal conduct,
together with prejudgment interest thereon;
D. Ordering Defendants to pay civil penalties pursuant to Section 209(e) of the Advisers
Act [15 U.S.C. § 80b-9(e)], Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)], Section 20(d)
of the Securities Act [15 U.S.C. § 77t(d)]; and
E. Granting such other and further relief as this Court may deem just, equitable, or
necessary in connection with the enforcement of the federal securities laws and for the
protection of investors

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Dated: June 15, 2022
Respectfully submitted,
/s/ Duane K Thompson
Of Counsel: Duane K. Thompson*
Brian Vann Brian Fitzsimons*
Securities and Exchange Commission Securities and Exchange Commission
100 F Street, NE 100 F Street NE
Washington, D.C. 20549 Washington, D.C. 20549
Tele: 202/551-7159 (Thompson)
[email protected]

*Application pursuant to LR IA 11-3 to appear for an agency of the United States pending

OCR text (39,926c · tika · 95% conf)

DUANE K. THOMPSON
BRIAN FITZSIMONS
APPLICATIONS PURSUANT TO LR IA 11-3 PENDING
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
202/551-7159
[email protected]

Counsel for Plaintiff

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

LORAL L. LANGEMEIER and
LIVE OUT LOUD, INC.,

Defendants.

22-CV-_____

COMPLAINT

JURY TRIAL DEMANDED

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

against Loral L. Langemeier (“Langemeier”) and Live Out Loud, Inc. (“LOL”) (collectively,

“Defendants”), alleges as follows:

SUMMARY

1. This case involves two unregistered broker-dealers, Langemeier and her company

LOL, who actively participated in the offer and sale of unregistered securities and then betrayed the

trust of their clients. They did so by failing to disclose material conflicts of interest when

recommending risky alternative investments. Specifically, Defendants failed to disclose that they

were receiving undisclosed sales commissions based on those recommendations, and had other

financial interests.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 1 of 19

mailto:[email protected]

2. From at least January 1, 2016 through December 31, 2018 (the “Relevant Period”),

Langemeier held herself out as a sophisticated financial expert and mentor, and, through LOL,

developed a roster of clients in Nevada and elsewhere who paid substantial fees in exchange for her

supposedly objective business and financial advice. Their client base consisted of small business

owners, retirees, and other retail investors who typically held funds in retirement accounts that

restricted their ability to invest in alternative investment schemes. By her acts, Langemeier, through

her company, assumed the role of an investment adviser to her clients.

3. Langemeier convinced many of her clients to liquidate relatively conservative

investments so that they could reinvest the money in risky and unregistered oil and gas offerings

(the “Oil and Gas Securities”), which she enthusiastically recommended to clients at investment

seminars and in aggressive follow-up solicitations. In exchange, the sponsors of the Oil and Gas

Securities paid Langemeier large sales commissions, which she never disclosed. The Oil and Gas

Securities were a series of unregistered securities offerings sponsored by Resolute Capital Partners,

LLC (“RCP”) and Homebound Resources, LLC (“Homebound”).

4. Langemeier arranged for RCP and Homebound’s representatives to appear as guest

speakers at LOL seminars to promote their particular Oil and Gas Securities. Langemeier bolstered

the presentations by portraying the oil and gas ventures as low-risk and tax advantaged vehicles to

grow wealth. She also touted her own supposed past success with similar investments. While

steering clients to RCP and Homebound, however, Defendants never disclosed to their clients that

Langemeier had deep ties with both RCP and Homebound and was acting as a de facto unregistered

broker on their behalf.

5. Langemeier presented RCP and Homebound to her clients as unrelated third parties,

when in reality she stood to profit in two separate – and undisclosed – ways when her clients

purchased the Oil and Gas Securities. First, Langemeier took undisclosed commissions of up to

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 2 of 19

10% on sales to clients she steered to RCP and Homebound. She received a total of approximately

$407,807 in such commissions based on the more than $7.4 million of RCP/Homebound securities

her clients purchased. Second, Langemeier held equity stakes in two of the investment vehicles she

recommended to clients, HBR VI and SEA III, which were sponsored by RCP and Homebound.

Langemeier ultimately received a payout worth approximately $279,854 by virtue of that ownership

stake.

6. Langemeier’s commission arrangement with RCP and Homebound and her equity

stake in the Oil and Gas Securities investment vehicles was material information that would be

significant to a reasonable investor in assessing her recommendation. Moreover, Defendants knew

or should have known that these conflicts of interest were material. Thus, they had a fiduciary duty

to disclose conflicts to clients and to act in their best interest. They breached their fiduciary duty to

clients by failing to disclose their material conflicts.

7. During the Relevant Period, Defendants acted as unregistered brokers via their

agreements with RCP and Homebound. By actively soliciting their clients to purchase the Oil and

Gas Securities, they engaged in the business of effecting transactions in securities for others. They

provided advice on the merits of the offerings and received transaction-based compensation in the

form of undisclosed sales commissions from RCP and Homebound.

8. Many of Defendants’ clients suffered significant losses from these investments. The

issuers of the Oil and Gas Securities failed to make distributions of profits to equity investors,

stopped making regular interest payments on debt instruments, and/or refused to return principal

when promissory notes sold to investors came due. In fact, one client lost nearly $1,000,000, which

Defendants had convinced him to invest in the Oil and Gas Securities. The issuers even conditioned

partial returns of principal to investors on signing non-disclosure agreements.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 3 of 19

9. Defendants violated the federal securities laws in three ways by: (i) acting as broker

in the offer and sale of the Oil and Gas Securities despite not being registered with the Commission;

(ii) actively participating in the offer and sale of unregistered securities; and (iii) failing to disclose

material conflicts of interest while acting as investment advisers.

VIOLATIONS AND RELIEF SOUGHT

10. Through the conduct alleged in this Complaint, Defendants violated Section 15(a) of

the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78o(a)], Sections 5(a) and 5(c)

of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77e(a) and (c)], and Section 206(2) of

the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(2)].

11. The Commission seeks a final judgment from this Court: (1) permanently enjoining

Defendants from future violations of Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)],

Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e(a) and (c)], and Section 206(2) of the

Advisers Act [15 U.S.C. § 80b-6(2)]; (2) permanently restraining and enjoining Langemeier, or any

entities she controls, from (i) participating in the issuance, purchase, offer, or sale of any security, or

(ii) engaging in activities for purposes of inducing or attempting to induce the purchase or sale of

any security; provided, however, that she not be prevented from purchasing or selling securities

listed on a national securities exchange for her own personal account; (3) ordering Defendants to

disgorge their ill-gotten gains, together with prejudgment interest thereon; and (4) ordering

Defendants to pay civil money penalties pursuant to Section 21(d) of the Exchange Act [15 U.S.C. §

78u(d)], Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 209(e) of the Advisers

Act [15 U.S.C. § 80b-9(e)].

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 4 of 19

JURISDICTION AND VENUE

12. The Commission brings this action pursuant to Section 21(d) of the Exchange Act

[15 U.S.C. § 78u(d)], Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and Section 209(d) of

the Advisers Act [15 U.S.C. § 80b-9(d)].

13. This Court has jurisdiction over this action pursuant to Sections 21(d) and 27 of the

Exchange Act [15 U.S.C. §§ 78u(d) and 78aa], Sections 20(d) and 22(a) of the Securities Act [15

U.S.C. §§ 77t(d) and 77v(a)], and Sections 209(d), 209(e) and 214(a) of the Advisers Act [15

U.S.C. §§ 80b-9(d), 80b-9(e) and 80b-14(a)].

14. Defendants, directly or indirectly, have made use of the means or instruments of

transportation or communication in interstate commerce, or of a means or instrumentality of

interstate commerce, or of the mails, in connection with the transactions, acts, practices, and courses

of business alleged in this Complaint. Among other things, Defendants sent emails to clients

around the country advertising LOL seminars and the Oil and Gas Securities, and engaged in

interstate emails and telephone calls with RCP personnel regarding their sales and commissions.

15. Venue lies in this District pursuant to Section 22(a) of the Securities Act, [15 U.S.C.

§77v (a)], Section 27 of the Exchange Act [15 U.S.C. S78aa (a)], and Section 214 of the Advisers

Act [15 U.S.C. §80b-14] because Defendants have transacted business here, including certain of the

acts complained of in this Complaint, and because Defendants maintain a principal place of

business in Zephyr Cove, Nevada.

16. Defendants and the Commission executed three successive tolling agreements that

collectively tolled the running of any applicable statute of limitation deadline from May 1, 2021 to

July 1, 2022.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 5 of 19

DEFENDANTS

17. Langemeier, age 56, resides in Gardnerville, Nevada. During the Relevant Period,

Langemeier was engaged in the business of advising clients on business, finance and investing.

Langemeier purported to explain strategies to grow wealth through investments in “alternative

assets” and other investment strategies. Langemeier was the sole owner and operator of LOL

during the Relevant Period. Langemeier has never been registered as a broker-dealer with the

Commission or any state regulator. Langemeier has not been associated with a registered broker-

dealer since 2006.

18. LOL is a Nevada limited liability company organized in 2001 and located in Zephyr

Cove, Nevada. During the Relevant Period, LOL was engaged in the business of advising clients on

business, finance and investing. LOL has never been registered with the Commission or any state

securities regulator in any capacity.

OTHER RELEVANT ENTITIES AND PERSONS

19. Homebound is a Texas company located in Irving, Texas. Homebound acted as a

project sponsor for RCP’s offerings and was responsible for identifying and purchasing the oil and

gas wells in which the RCP investment vehicles owned working interests.

20. RCP is a Nevada company with offices in Texas, California and Minnesota. RCP

created numerous oil and gas debt and equity investment vehicles using wells identified by

Homebound and its affiliates.

21. Thomas Joseph Powell (“Powell”), age 53, is a resident of Reno, Nevada. Powell

is the owner of RCP and other related entities, and served as the Senior Managing Partner of RCP.

22. Stefan Tiberiu Toth (“Toth”), age 48, is a resident of Frisco, Texas. Toth is the

founder, co-owner, Chairman and Chief Executive Officer of Homebound Financial Group, LP, and

also operates and controls its subsidiaries, including Homebound.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 6 of 19

23. A recent Commission Order found that Homebound, RCP, Powell, and Toth violated

registration and anti-fraud provisions of the federal securities laws. See In the Matter of Resolute

Capital Partners, Ltd, LLC, et al., AP File No. 3-20597 (Sept. 24, 2021) (the “Homebound

Commission Order”). In particular, the Homebound Commission Order found that that their

offering disclosures were inadequate and that they made materially misleading statements in

marketing the Oil and Gas Securities. The misleading statements included insufficiently supported

oil production projections, assertions about potential tax benefits that were unavailable to certain

investors, and incomplete disclosures about potential uses of investor funds, including the amount

of funds that would be used for payments to prior debt and equity investors.

24. Powell, RCP, Toth, and Homebound reached settlements with the Commission in the

Homebound Commission Order, which found that they violated Sections 5(a) and (c) and 17(a)(2)

and (a)(3) of the Securities Act and Section 15(a) of the Exchange Act.

FACTS

I. Defendants Marketed Business and Financial Advisory Services to a Large Client Base

25. During the Relevant Period, Langemeier held herself out as a highly successful

business and finance expert. The LOL website touted Langemeier as “one of only a handful of

women in the world today who can claim the title of ‘Expert’ when it comes to financial matters

and the making of millionaires.” Langemeier authored and made available to clients a number of e-

books, including one titled “The Millionaire Maker” that purported to provide advice on tax and

debt reduction strategies, credit repair and other financial topics. She also made frequent

motivational speaking appearances at events sponsored by Mary Kay and other marketing

organizations focused on small business or franchise owners. In frequent emails sent to LOL

clients, Langemeier further promoted herself as an expert in investing, finance, and wealth creation.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 7 of 19

26. Through LOL, Langemeier offered clients several tiers of access to her advice and

services. Defendants offered a so-called “Fast Cash Coaching” service that promised small

business owners expert advice on development strategies and financing techniques for a period of

three months in exchange for a fee of $399.

27. The next level of service Defendants offered was the “Big Table” service platform

that promised unlimited lifetime business, financial and investment advice from Langemeier and

other advisers at LOL for a one-time payment of between $2,000 and $30,000.

28. The highest and most exclusive level of service Defendants offered was the “Head of

the Table” platform that promised people who had already bought into the Big Table platform

guaranteed lifetime access to Langemeier herself in exchange for an additional $25,000 payment.

29. Langemeier advised at least one client to obtain a credit card to pay her $25,000 “Big

Table” fee. Defendants had an undisclosed agreement with the credit card provider pursuant to

which they would earn a fee when LOL clients opened a credit card account.

30. During the Relevant Period, Defendants had more than one hundred Big Table

clients. Many Big Table clients were actual or aspiring small business owners who had traditional

retirement accounts such as 401(k) accounts through a current or former employer.

31. Defendants promised Big Table clients an assortment of services “dedicated to the

common goal of growing business [sic] and wealth by making money, investing money, keeping

money” and at least one in-person session where “educational strategies on investments” would be

taught. Defendants purported to advise these clients on how to grow their wealth in a number of

ways, including by investing in alternative assets and securities. Defendants also invited Big Table

clients to attend occasional webinars and seminars.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 8 of 19

II. Defendants Acted as Unregistered Broker-Dealers

32. During the Relevant Period, Defendants regularly participated at key points in the

chain of distribution of the Oil and Gas Securities. They actively marketed the Oil and Gas

Securities to their network of clients, both individually and at investment seminars. Defendants

directed their clients to an RCP website where they could purchase the Oil and Gas Securities

33. Langemeier also requested that RCP contact her clients directly to sell specific Oil

and Gas Securities. In return for steering clients to purchase the Oil and Gas Securities, Defendants

received, pursuant to written agreements, transaction-based compensation in the form of sales

commissions.

34. In April 2016, Langemeier entered into a partnership agreement with Toth and

Powell, who controlled Homebound and RCP respectively. A related document stated that the

purpose of the partnership was to “align the interests” of the parties,” help “raise capital for the [oil

and gas] funds largely through qualified plan funds (IRA/401k)” and “create a lead generation

funnel for sourcing prospective investors in the United States and Canada.” The agreement entitled

Langemeier to 10% commissions when her clients purchased the Oil and Gas Securities and 3%

commissions if an investor came from LOL’s “pool,” but a different salesperson closed the deal.

35. At seminars for Big Table clients and at other investment seminars during the

Relevant Period, Defendants featured presentations on the Oil and Gas Securities and other

“exclusive” investment opportunities. Langemeier sent mass email messages to her client list to

publicize upcoming presentations on the Oil and Gas Securities and encourage attendance.

36. For example, on June 19, 2017, a member of the LOL staff, at Langemeier’s

direction, sent an email to LOL clients stating that “Loral and I have hand-picked you to be

educated and/or involved in a special Gas & Oil Project that needs to be executed by June 30,

2017,” and encouraged clients to “text Loral directly” for more details.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 9 of 19

37. Similarly, on January 18, 2018, Langemeier emailed LOL clients to promote her

“team that guides you from beginning to end” and to encourage them to register for an online

“Assets Blitz,” where they would learn about, among other things, how to “[i]nvest more money in

off-Wall Street opportunities such as gas & oil, real estate, promissory notes, securities, precious

metals and franchises.”

38. At LOL seminars, Defendants introduced representatives of the issuers who

proceeded to make presentations on the offerings. In 2016 alone, for example, Thomas Powell

presented at various monthly Big Table seminars held in Lake Tahoe, Nevada and San Diego,

California, and presented at the “Ultimate Millionaire Summit” (“UMS”) held in San Diego,

California. Below is the 2016 schedule that was emailed from LOL to presenters, including Powell

and other representatives of RCP.

Big Table January 25-26 Lake Tahoe, NV

Big Table February 22-23 Lake Tahoe, NV

Big Table March 21-22 Lake Tahoe, NV

Big Table April 25-26 Lake Tahoe, NV

Big Table May 23-24 Lake Tahoe, NV

Big Table June 13-14 Lake Tahoe, NV

Big Table July 18-19 Lake Tahoe, NV

Big Table August 22-23 Lake Tahoe, NV

Big Table September 19-20 Lake Tahoe, NV

Big Table October 25-26 San Diego, CA

Big Table November 14-15 Lake Tahoe, NV

Big Table December 5-6 Lake Tahoe, NV

UMS October 26-29 San Diego, CA

39. Langemeier endorsed the Oil and Gas Securities to the client audience attending

LOL investment seminars. Langemeier had a standard “talk track” that she used with clients when

selling the Oil and Gas Securities. This was a pitch script that included a story about how she made

her “first million” in oil and gas, and how RCP’s multi-well projects are great investments that have

“blended returns,” (referring to distributions from the sale of oil from multiple wells) which are

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safer and reduce risk. She also claimed to have achieved personal wealth through her own previous

investments in oil and gas ventures.

40. Langemeier knew that traditional retirement accounts such as employer-sponsored

401(k) plans and IRAs, in which her clients typically held their available funds, did not permit

withdrawals to fund the purchase of alternative investments. Langemeier therefore advised clients

to transfer funds to self-directed IRAs so that they could act on her recommendations to purchase

Oil and Gas Securities. Langemeier encouraged such conversions by describing purported tax and

other benefits of oil and gas investing. Many clients liquidated funds that they had previously

invested in more traditional retirement accounts in order to fund purchases of the Oil and Gas

Securities through newly-opened self-directed IRAs.

41. Langemeier directed interested clients to an RCP website where they could complete

investment paperwork for Oil and Gas Securities. Langemeier received monthly commission

tracking spreadsheets, which detailed the commissions she was due when her clients invested in the

Oil and Gas Securities. For example, in late June 2016, Defendants received a “LOL (HBR VI)

Tracker” which listed the names of investors, amounts, and commissions for LOL clients who

purchased the Oil and Gas Securities. An excerpt appears below (investor names not provided):

42. In addition to the presentations at LOL seminars, Langemeier sent messages to her

clients using aggressive sales tactics to promote the Oil and Gas Securities and their purported

HBR VI, LLC

2016
ISD

INVESTOR NAME DATE LEAD SOURCES DEBT INVESTED EQUITY INVESTED TOTAL MARKETING MARKETING PAID DIFFERENCIAL

14% 10% 4%

BOBBY CAINE 4/18/2016 LOL 26,000.00$ -$ 3,640.00$ 2,600.00$ 1,040.00$

BECKY CAINE 4/18/2016 LOL 11,400.00$ -$ 1,596.00$ 1,140.00$ 456.00$

DIANE DIMURA 5/3/2016 LOL 10,000.00$ 1,400.00$ 1,000.00$ 400.00$

VINCE LIGHTFOOT 4/29/2016 LOL -$ 96,000.00$ 13,440.00$ 9,600.00$ 3,840.00$

CLAIRE ALLARD 4/29/2016 LOL -$ 12,800.00$ 1,792.00$ 1,280.00$ 512.00$

VICTORIA MCKOWN 5/5/2016 LOL 22,500.00$ -$ 3,150.00$ 2,250.00$ 900.00$

LYN ADAMS 5/23/2016 LOL 65,500.00$ 9,170.00$ 6,550.00$ 2,620.00$

ANITA TRAMMEL 5/24/2016 LOL 15,000.00$ 2,100.00$ 1,500.00$ 600.00$

DIANE DIMURA 5/23/2016 LOL -$ 22,500.00$ 3,150.00$ 2,250.00$ 900.00$

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 11 of 19

benefits. For example, in a text message exchange in late June 2016, Langemeier warned one client

that a particular RCP offering “[i]s closing soon . . . u will miss this huge one” and advised the

client to “wire more . . . $100-250k.” Ten days later, when the client still had not invested,

Langemeier urged her client to “Do the [RCP] deal. Even if 100k.”

43. All told, Langemeier raised approximately $7.4 million in investor money for RCP

and Homebound sponsored investments during the Relevant Period. From 2016 to 2018,

Langemeier, through LOL, received at least $407,807 in undisclosed commissions.

44. LOL was not registered with the Commission as a broker-dealer at any time during

the Relevant Period. Langemeier was not registered with the Commission as an associated person

of a broker-dealer at any time during the Relevant Period.

III. Defendants Were Active Participants in the Offer and Sale of Unregistered Securities

45. The Oil and Gas Securities were offered in two forms: (1) membership interests in

the oil and gas equity offerings that involved investors paying money to purchase membership

interests with an expectation of regular dividends and profits upon the sale of the oil and gas wells;

and (2) promissory notes offering fixed interest payments ranging between 8% to 12% and the

return of capital upon expiration of the notes.

46. The Oil and Gas Securities were “securities” within the meaning of Section 2(a)(1)

of the Securities Act and Section 3(a)(10) of the Exchange Act. The equity offerings involved

investors paying money to purchase membership interests, a common enterprise, and a reasonable

expectation of profits based on the efforts of third parties who identified, acquired and drilled the

wells. The promissory notes were “notes” as included in the definition of “security” set forth in

Section 2(a)(1) of the Securities Act.

47. Defendant sold the Oil and Gas Securities to clients through the means and

instrumentalities of interstate commerce.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 12 of 19

48. No registration statement was filed or in effect for any of the Oil and Gas Securities.

No exemption from registration applied.

49. Langemeier was an active participant in the offer and sale of the unregistered Oil and

Gas Securities. LOL also was an active participant in the offer and sale of the unregistered Oil and

Gas Securities. Throughout the Relevant Period, Defendants actively marketed the Oil and Gas

Securities to their clients, and routinely directed clients to view marketing documents on RCP’s

website. Defendants directly marketed the Oil and Gas Securities to clients both in person and via

marketing emails by describing the benefits of oil and gas investing, detailing Langemeier’s

previous oil and gas investments, promoting the details of the specific investment opportunities, and

introducing LOL clients to the principals of RCP and Homebound for the purpose of selling them

securities. Moreover, Defendants regularly provided clients with advice on ways to finance

purchases of the Oil and Gas Securities. Defendants also regularly directed clients directly to RCP

personnel or the website to view additional information and complete the sales.

50. Defendants’ contribution to the distribution of the Oil and Gas Securities was not de

minimis. To the contrary, Defendants generated at least $7.4 million of sales to their customers.

IV. Through Their Actions, Defendants Acted as Investment Advisers

51. During the Relevant Period, Defendants were engaged in a business that included

providing investment advice to clients. For example, Langemeier held herself out as an expert in

wealth generation, and regularly provided investment advice in exchange for fees paid by clients.

Langemeier and LOL provided such advice at LOL investment seminars and webinars, as well as

via e-mail, phone and text communications.

52. Although Defendants also provided generalized business and financial advice, they

regularly gave specific investment advice to clients concerning the Oil and Gas Securities.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 13 of 19

Defendants advised clients on the merits of the Oil and Gas Securities, supposed tax advantages,

and ways to finance purchases.

53. While Defendants steered their clients to the issuers of the Oil and Gas Securities to

make actual purchases, they did not tell clients to consult any other investment advisor before

purchasing. More than one-hundred clients accepted Defendants’ advice and purchased Oil and

Gas Securities.

54. Defendants had clients attending the monthly Big Table seminars sign an agreement,

which outlined services provided and contained disclaimers, including that services should not be

construed as investment advice. The disclaimer was part of the registration process for clients who

were already physically present at the seminar – some of whom had traveled thousands of miles and

all of whom had committed significant monies to attend. Moreover, Defendants negated the

disclaimer through their actions once the seminars started and after they concluded. Specifically,

Defendants provided investment advice at the seminars as described above. Defendants’ use of the

boilerplate disclaimer was merely a transparent attempt to dodge their fiduciary responsibilities as

investment advisers.

55. Notwithstanding the purported disclaimers, Defendants acted as investment advisers.

By assuming that role, Defendants were fiduciaries who had a legal and ethical obligation to act in

their clients’ best interest, to provide investment advice that was in their clients’ best interest, and to

exercise utmost good faith in dealing with their clients. This included the duty to their clients to

disclose all material conflicts of interest.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 14 of 19

V. Defendants had Material, Undisclosed Conflicts of Interest

56. As averred in Paragraph 34 above, Langemeier recommended the Oil and Gas

Securities to clients pursuant to partnership agreement with Toth and Powell. The partnership

agreement and other documents state that she was entitled to receive up to a 10% commission on

sales she generated. During the Relevant Period, Langemeier, pursuant to her partnership

agreement, received at least $407,807 in undisclosed commissions from Homebound. Payments

were made to her pass through entity NV Huskers, LLC.

57. In addition, Langemeier held undisclosed ownership interests in two of the issuers of

the Oil and Gas securities, entities called HBR VI and SEA III. In April 2016, Langemeier, Powell,

Toth and two other individuals created an entity called Mountain High Capital (“MHC”). MHC

was the majority owner of HBR VI and SEA III, which entitled it to proceeds from any sale of the

issuers or any other capital transaction. When HBR VI and SEA III were sold in August 2018 via a

related party transaction, each of the members of MHC, none of whom had invested any funds to

obtain their ownership stakes in MHC or the issuers, received distributions of $279,854.

58. In marketing the Oil and Gas Securities to their clients, Defendants failed to disclose

the existence or terms of the partnership agreement among Langemeier, Toth, and Powell.

Defendants also did not disclose the fact that Langemeier was contractually entitled to receive

commissions based on sales of the Oil and Gas Securities. Nor did Defendants disclose that

Langemeier was a part owner in some of the oil and gas ventures themselves.

59. The information described in paragraphs 34, and 56 – 57 above was material.

Reasonable investors would have wanted to know that information, and would have found the

information significant, in determining whether to invest in the Oil and Gas Securities.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 15 of 19

60. Defendants knew or should have known that the facts averred in paragraphs 34 and

56 - 57 above would have been material to their clients in deciding whether to invest in the Oil and

Gas Securities. By failing to disclose those facts, Defendants were at least negligent and violated

their fiduciary duty to their clients.

FIRST CLAIM FOR RELIEF

Violations of Exchange Act Section 15(a) of the Exchange Act

61. The Commission re-alleges and incorporates by reference the allegations in

paragraphs 1 through 60, inclusive, as if they were fully set forth herein.

62. Langemeier and LOL, directly or indirectly, by the use of the mails or the means or

instrumentalities of interstate commerce, while acting as or associated with a broker or dealer,

effected transactions in, or induced or attempted to induce the purchase or sale of securities, while

they were not registered with the Commission as a broker or dealer and while they were not

associated with an entity registered with the Commission as a broker-dealer.

63. By engaging in the conduct described above, Langemeier and LOL violated, and

unless restrained and enjoined will in the future violate Section 15(a) of the Exchange Act, 15

U.S.C. § 78o(a).

SECOND CLAIM FOR RELIEF

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

64. The Commission re-alleges and incorporates by reference the allegations in

paragraphs 1 through 60, inclusive, as if they were fully set forth herein.

65. By engaging in the acts and conduct alleged in this Complaint, Langemeier and

LOL, directly or indirectly, have made use of the means or instruments of transportation or

communication in interstate commerce or of the mails to sell or to offer to sell securities, when no

registration statement was filed or in effect with the Commission as to such securities.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 16 of 19

66. No exemption from the registration requirement existed with respect to the securities

and transactions described in this Complaint.

67. By reason of the foregoing, Langemeier and LOL violated, and, unless enjoined, are

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

77e(a) and (c).

THIRD CLAIM FOR RELIEF

Violations of Section 206(2) of the Advisers Act

68. The Commission re-alleges and incorporates by reference the allegations in

paragraphs 1 through 60, inclusive, as if they were fully set forth herein.

69. By engaging in the acts and conduct alleged in this Complaint, Langemeier and LOL

were acting as an investment advisers to their clients within the meaning of Section 202(a)(11) of

the Advisers Act, 15 U.S.C. § 80b-2(a)(11), because, for compensation, the engaged in the business

of advising others, either directly or through publications or writings, as to the value of securities or

as to the advisability of investing in, purchasing, or selling securities.

70. Langemeier and LOL, directly or indirectly, singularly or in concert, by use of the

mails or means and instrumentalities of interstate commerce, while acting as investment advisers,

engaged in transactions, practices, or courses of business which operated as a fraud or deceit upon

any client or prospective client, with at least negligence.

71. As investment advisers, Langemeier and LOL owed their clients a fiduciary duty of

utmost good faith, undivided loyalty, and care to make full disclosure to them of all material facts,

as well as the duty to act in their best interests, and not to act in their own interests to the detriment

of their clients.

72. Langemeier and LOL breached their fiduciary duties to their clients and engaged in

fraudulent conduct by not disclosing their various conflicts of interest to their clients.

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 17 of 19

73. By reason of the foregoing, Langemeier and LOL violated, and unless enjoined will

again violate, Section 206(2) of the Advisers Act, 15 U.S.C. § 80b-6(2).

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter a final judgment:

A. Permanently restraining and enjoining Defendants from, directly or indirectly,

violating Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)]; Sections 5(a) and 5(c) of the

Securities Act [15 U.S.C. § 77e(a) and (c)]; and Section 206(2) of the Advisers Act [15 U.S.C. §§

80b-6(2)].

B. Permanently restraining and enjoining Langemeier, or any entities she controls, from

(i) participating in the issuance, purchase, offer, or sale of any security, or (ii) engaging in activities

for purposes of inducing or attempting to induce the purchase or sale of any security; provided,

however, that she not be prevented from purchasing or selling securities listed on a national

securities exchange for her own personal account

C. Ordering Defendants to disgorge all funds received from their illegal conduct,

together with prejudgment interest thereon;

D. Ordering Defendants to pay civil penalties pursuant to Section 209(e) of the Advisers

Act [15 U.S.C. § 80b-9(e)], Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)], Section 20(d)

of the Securities Act [15 U.S.C. § 77t(d)]; and

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

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

protection of investors

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 18 of 19

Dated: June 15, 2022

Respectfully submitted,

/s/ Duane K Thompson
Of Counsel: Duane K. Thompson*
Brian Vann Brian Fitzsimons*
Securities and Exchange Commission Securities and Exchange Commission
100 F Street, NE 100 F Street NE
Washington, D.C. 20549 Washington, D.C. 20549

Tele: 202/551-7159 (Thompson)
[email protected]

*Application pursuant to LR IA 11-3 to appear for an agency of the United States pending

Case 3:22-cv-00269 Document 1 Filed 06/15/22 Page 19 of 19