SEC v. DAVID HOWARD WELCH; MARC JAY BRYANT; JOHN CHARLES KNIGHT; PERRY DOUGLAS WEST; BIO-GLOBAL RESOURCES, INC.; DIVERSIFIED EQUITIES INC., et al., No. 5:17-cv-01968, Central District of California (Sept. 28, 2017) — Complaint

COMPLAINT
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L
ESLIE J. HUGHES (Col. Bar No. 15043)
Email:  [email protected]
J
ACQUELINE M. MOESSNER (N.Y. Bar No. 4456521)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, Colorado 80294-1961
Telephone:   (303)   844-1000
Facsimile:    (303)    297-3529

LOCAL COUNSEL:
DOUGLAS M. MILLER (Cal. Bar No. 240398)
Email:  [email protected]
Securities and Exchange Commission
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
DAVID HOWARD WELCH,
MARC JAY BRYANT,
JOHN CHARLES KNIGHT,
PERRY DOUGLAS WEST,
BIO-GLOBAL RESOURCES, INC.,
DIVERSIFIED EQUITIES INC.,
DIVERSIFIED EQUITIES
DEVELOPMENT, INC.,
 and NEW GLOBAL ENERGY INC.,

Defendants.

    Case    No.

COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”) alleges:

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JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933, as amended (“Securities Act”), 15
U.S.C. §§ 77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and
27(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), 15
U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e) & 78aa(a).
2. Defendants, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a).
Certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because the Defendants either reside in, or transacted
business within, this district, including the sale of securities to investors that resided
in this district.
SUMMARY
4. This case involves numerous individuals and entities acting as broker-
dealers – including operating a boiler room “cold-calling” operation – despite failing
to register with the SEC in violation of Section 15(a) of the Exchange Act.   In
addition, all of the Defendants, operating through a web of controlled entities, sold
stock in two successive companies to the public in unregistered transactions in
violation of Sections 5(a) and 5(c) of the Securities Act, thereby depriving investors
of important and legally required information.  Through their illegal plan the
Defendants effected millions of dollars of securities transactions in the stock of two
entities:  Global Energy Technology Group, Inc. (“Global Energy”) and Defendant
New Global Energy, Inc. (“New Global”).

COMPLAINT
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5. From 2011through 2015, Defendants David Howard Welch, Marc Jay
Bryant, and John Charles Knight, through various shell companies including Vertex
International Group, LLC (“Vertex”), Bechtel Advisory Group, Inc. (“Bechtel”), and
Defendants Bio-Global Resources, Inc. (“Bio-Global”), Diversified Equities Inc.
(“DEI”), and Diversified Equities Development Inc. (“DED”), acted as brokers and
dealers effecting transactions in the securities of Global Energy, New Global and
other companies, while these Defendants were not registered, or associated with
broker-dealers registered, with the SEC.
6. Welch and Bryant used Bio-Global to acquire millions of shares of
Global Energy and New Global directly from the companies.  Welch, Bryant, and
Bio-Global then used a series of shell companies to solicit investors to purchase the
shares.
7. Starting in November 2011, they used Vertex as a broker to solicit and
sell Global Energy stock to investors, and transferred shares to Vertex to complete the
sales.  In March 2013, they discontinued using Vertex and began using Bechtel as the
broker to solicit and sell the remainder of the Global Energy shares held in Vertex’s
name.  Mid-year 2013, Welch, Bryant, and Bio-Global transitioned from selling
Global Energy shares to New Global shares.
8. Welch, Bryant, Knight, and Bio-Global used Bechtel and DEI to solicit
and sell New Global shares and Bio-Global transferred shares to DEI to complete the
sales.  By the end of 2013, Welch, Bryant, Knight, and Bio-Global stopped using
Bechtel, and focused their sales activities through DEI.  In March 2014, Welch,
Bryant, Knight, and Bio-Global began using DED, in addition to DEI, to solicit and
sell New Global shares held in DEI’s name.  By the end of 2014, Welch, Bryant,
Knight, and Bio-Global used only DED to solicit and sell the remainder of the New
Global common and preferred shares held in the name of DEI or DED.

COMPLAINT
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9. This chart visually depicts the flow of stock and money among the
various entities:

Global Energy Technology 
Group (GETG)
[Welch/Bryant]
Bio‐Global Resources
[Welch/Bryant]
Bechtel 
Advisory Group, 
Inc.
[Welch/Bryant]
Vertex 
International 
Group LLC
[Welch/Bryant]
326 Global Energy Investors
Total $4,050,449
$540,982
(2013)
New Global Energy, Inc.  
(NGEY)
[West/Welch]
Diversified 
Equities, Inc. 
(DEI)
[Welch/Bryant/
Knight]
363 New Global Investors   
Total $6,123,119
Diversified 
Equities 
Dev. (DED)
[Welch/Bryant/
Knight] 
$1,195,749
(2013 ‐14)
$509,275
(2013)
$4,418,095
(2014‐15)
Other 
Bryant/Welch 
entities and other 
related sources of 
stock
$3,509,467
(2011‐13)

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10. From their sales of the securities of Global Energy and New Global, the
Welch, Bryant, Knight, Bio-Global, DEI and DED raised over ten million dollars
from more than 500 investors.  As a result of conduct alleged in this Complaint, these
Defendants violated the broker-dealer registration provisions of Section 15(a)(1) of
the Exchange Act, 15 U.S.C. § 78o(a)(1).
11. All of the Defendants violated the securities offering registration
provisions of the Securities Act.  From 2012 through 2015, all Defendants, directly or
indirectly, offered and sold securities of Global Energy or New Global when no
registration statement was filed or in effect with the SEC and no exemption from
registration applied.  As a result of conduct alleged in this Complaint, each of the
Defendants violated the securities offering registration provisions of Sections 5(a)
and (c) of the Securities Act, 15 U.S.C. § 77e(a) and (c).
THE DEFENDANTS
12. David Howard Welch (A/K/A David Howard Bryant) (“Welch”) is an
individual that resides in Palm Desert, California, and transacts business, including
the offer or sale of securities as detailed in this Complaint, within this judicial district
and throughout the United States.  Welch is the brother of Marc Bryant.
13. Marc Jay Bryant (A/K/A Marc Jay Welch) (“Bryant”) is an individual
that resides in Chatsworth, California and transacts business, including the offer or
sale of securities as detailed in this Complaint, within this judicial district and
throughout the United States.  Bryant is the brother of David Welch.
14. John Charles Knight (“Knight”) is an individual that resides in
Longmont, Colorado, and transacts business, including the offer or sale of securities
as detailed in this Complaint, within this judicial district and throughout the United
States.
15. Perry Douglas West (“West”) is an individual that resides in Cocoa,
Florida and is an attorney admitted to practice law in Florida.  He transacts business,
including the offer or sale of securities as detailed in this Complaint, within this

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judicial district and throughout the United States.
16. Bio-Global Resources Inc. (“Bio-Global”) was incorporated in Texas in
2008 and re-incorporated in Wyoming in 2011.  Bio-Global operates from its
principal place of business in Palm Desert, California.  It transacts business by
offering or selling securities including Global Energy and New Global, as detailed in
this Complaint, within this judicial district and throughout the United States.  Welch
and Bryant are officers or directors of Bio-Global.
17. Diversified Equities Inc. (“DEI”) was incorporated in Colorado in May
2013.  DEI operates from its principal place of business in Boulder, Colorado.  It
transacts business by offering and selling securities, as detailed in this Complaint,
within this judicial district and throughout the United States.  Knight is an officer and
director of DEI.
18. Diversified Equities Development Inc. (“DED”) was incorporated in
Nevada in November 2013 and reincorporated in California in October 2014.  DED
operated “boiler-room” call centers for sales agents in Northridge and Encino,
California, and in Costa Rica.  It transacts business by offering and selling securities,
as detailed in this Complaint, within this judicial district and throughout the United
States.  Bryant and Knight are officers or directors of DED.
19. New Global Energy, Inc. (“New Global” or “NGEY”) was incorporated
in Wyoming 2012.  New Global operates from its principal place of business in
Brevard County, Florida and owned tilapia fish farms in Thermal and Mecca,
California.  It transacts business by offering or selling securities, as detailed in this
Complaint, within this judicial district and throughout the United States.  At all
relevant times herein, West was the chief executive officer (“CEO”) of New Global.
20. New Global’s common and preferred stock are securities as defined in
Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, 15
U.S.C. §§ 77b(a)(1) & 78c(a)(10).  New Global’s commons stock traded in the over-
the-counter market under the symbol “NGEY.”  At certain times relevant to the

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Complaint, the common stock of New Global was a “penny stock” as defined in 15
U.S.C. § 78c(a)(51).
OTHER RELEVANT ENTITIES
21. Global Energy Technology Group, Inc. (“Global Energy” or “GETG”)
was a Nevada corporation formed in 2009 with its principal place of business in
Dallas, Texas.  Global Energy was a private company purportedly in the business of
creating renewable bio-fuel using jatropha trees, and later operating tilapia fish farms
in California.  From approximately January 2010 until June 2012, West was the CEO
of Global Energy.  GETG sold all of its assets to New Global in September 2014, its
Texas business license expired in January 2015, and it is no longer operating.
22. Global Energy’s common stock is a security as defined in Section
2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, 15 U.S.C. §§
77b(a)(1) & 78c(a)(10).  At all relevant times to the Complaint, the common stock of
Global Energy was a “penny stock” as defined in 15 U.S.C. § 78c(a)(51).
23. Vertex International Group, LLC (“Vertex”) was a Wyoming limited
liability corporation formed in November 2011 and administratively dissolved in
January 2013.  Vertex was one of the shell companies that Welch and Bryant used to
offer and sell securities of Global Energy.  Vertex transacted business from, and
operated “boiler-room” call centers for sales agents in Woodland Hills and
Northridge, California.  Bryant was the managing member of Vertex.
24. On September 4, 2013, the state of Wisconsin, Department of Financial
Institutions, Division of Securities ordered Vertex to cease and desist from further
offers or sales of securities in Wisconsin and from transacting business as a broker-
dealer in Wisconsin unless registered.
25. Bechtel Advisory Group, Inc. (“Bechtel”) was a Wyoming corporation
formed in 2013 and administratively dissolved in March 2014.  Bechtel was one of
the shell companies that Welch, Bryant and Knight used to offer and sell securities of
Global Energy and New Global.  Bechtel transacted business from and operated

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“boiler-room” call centers for sales agents in Northridge, California.  Bryant was the
president of Bechtel.
26. On January 8, 2016, the state of California, Business, Consumer
Services and Housing Agency, Department of Business Oversight ordered Bryant,
Vertex, and Bechtel to desist and refrain from acting as a broker-dealer or engaging
in broker-dealer activities, based on their conduct in the sale of the securities of
Global Energy.
FACTUAL ALLEGATIONS
I. WELCH, BRYANT, KNIGHT, BIO-GLOBAL, DEI, AND DED
ILLEGALLY ACTED AS BROKERS OR DEALERS.
27. Between November 2011 and July 2013, Welch and Bryant through
Vertex and Bechtel acted as unregistered broker-dealers effecting transactions in the
securities of Global Energy.  Between June 2013 and May 2015, Welch, Bryant, Bio-
Global, Knight, DEI and DED acted as unregistered broker-dealers effecting
transactions in the securities of New Global.
28. Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1), makes it
unlawful for any person or entity to make use of the mails or any means or
instrumentality of interstate commerce to effect any transactions in, or to induce or
attempt to induce the purchase or sale of any security, unless such broker or dealer is
registered with the SEC.
29. Section 3(a)(4) of the Exchange Act, 15 U.S.C. § 78c(a)(4), defines a
broker as any person engaged in the business of effecting transactions in securities for
the accounts of others.
30. Section 3(a)(5) of the Exchange Act, 15 U.S.C. § 78c(a)(5), defines a
dealer as any person engaged in the business of buying and selling securities for such
person’s own account through a broker or otherwise.
31. During all times relevant to the Complaint, Welch, Bryant, Knight, Bio-
Global, DEI and DED were not registered as brokers or dealers, or associated with

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broker-dealers registered, with the SEC under Section 15(a)(1) of the Exchange Act,
15 U.S.C. § 78o(a)(1).
32. Welch, Bryant, Knight, Bio-Global, DEI and DED acted with deliberate
or reckless disregard of a regulatory requirement to be registered as a broker or
dealer.
A. Welch and Bryant Acted as Brokers and Dealers in the Sale of the
Securities of Global Energy through Vertex and Bechtel.
33. From 2011 through 2013, Welch and Bryant acted as brokers and dealers
engaged in the business of effecting transactions in the securities of Global Energy,
and other companies, for the accounts of others and for their own accounts.
34. In May 2010, Welch sent an email to the chief executive officer of one
of the companies whose securities he offered and sold, and admitted that he was a
broker-dealer.  In that email, Welch stated, in part: “I have operated one of the larger
private broker dealer networks with over 1,000 licensed reps and have been
personally responsible for raising over $500,000,000 in capital.”
35. In 2011, Welch, through Bio-Global, owned or controlled 1,822,898
shares of Global Energy or approximately 5% of the outstanding shares of Global
Energy.
36. In 2011, Bryant owned or controlled at least 2,181,430 shares of Global
Energy held in the name of a trust or approximately 6.5% of the outstanding shares of
Global Energy.
37. In 2011, Welch discussed with West, the CEO of Global Energy, making
a public offering of common stock of Global Energy to investors.
38. As part of the plan to sell Global Energy stock, Welch and Bryant set up
a number of shell companies, including but not limited to Vertex and Bechtel,
through which they offered and sold the shares of Global Energy and received money
from investors.

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1. Vertex Sold Shares of Global Energy.
39. Bryant caused Vertex to be incorporated in 2011 to act as a broker or
dealer effecting transactions in the securities of Global Energy.
40. Welch and Bryant controlled Vertex.
41. Bryant opened a bank account for Vertex on which Bryant was the sole
signatory.  Bryant used part of Vertex’s Global Energy sales proceeds to pay his
personal expenses.
42. Welch and Bryant recruited sales agents for Vertex to generally solicit
public investors to purchase Global Energy securities, using cold calls and investor
lead lists.
43. Welch and Bryant provided scripts, exemplars of email communications,
and information about the merits of the investment in Global Energy’s securities to
the Vertex sales agents with the intention that the sales agents use the information and
materials to offer and sell the securities of Global Energy to prospective investors.
Welch and Bryant set the price at which the securities were sold by Vertex sales
agents.
44. At the direction of Welch or Bryant, the Vertex sales agents made
telephone calls and sent email messages actively soliciting prospective investors that
were identified from lead lists.  They sent stock purchase agreements to investors by
courier, and requested return of the agreements with payment to Vertex by mail to its
address in California.
45. Some of the Vertex sales agents used aggressive sales tactics pressuring
investors to purchase the stock.
46. Welch and Bryant, through Vertex, Bechtel, or other entities that they
controlled, paid transaction-based compensation or commissions up to 40% to the
sales agents for selling the Global Energy shares.
47. After putting the sales structure in place, Welch sent an email to West
and others on November 21, 2011 advising that he and Bryant were making

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arrangements to call “all of our [] clients and all of our JV [Joint Venture] clients and
see[] what their level of interest is in acquiring Pre-Public stock in GETG . . . we are
offering it at .25 a share. . . . When we go public. . . GETG[] need[s] to have some
fairly sterile accounting for the reverse merger . . . thus . . . GETG is not selling or
paying any fees for the sale of its PRIVATE Stock.”
48. Vertex sales agent began soliciting investors and received payments
from investors starting in December 2011.
49. Between February 2012 and May 2013, Vertex acquired approximately
22,002,428 shares of Global Energy from at least eleven third-parties, and held the
shares in the name of Vertex.  Vertex acquired 1,022,898 of these Global Energy
shares from Bio-Global.
50. Between November 2011 and September 21, 2012, Welch and Bryant,
through Vertex, effected transactions in, and offered and sold approximately
9,245,560 shares of Global Energy in approximately 253 transactions with investors
located in numerous states, including within this judicial district, for approximately
$1,992,597.  After Vertex received payment from investors for the purchase of
Global Energy stock, Welch and Bryant arranged for Vertex to deliver the shares to
the investors by courier or the mails.
51. Between September 26, 2012 and July 2013, Welch and Bryant, through
Vertex, effected transactions in and offered and sold approximately 6,262,480 shares
of Global Energy in approximately 255 transactions with investors located in
numerous states, including within this judicial district, for approximately $1,516,870.
52. Vertex used sales agents to effect transactions in, induce and attempt to
induce the purchase or sale of the securities of Global Energy that it acquired from
third-parties.  None of the Vertex sales agents were registered or associated with
broker-dealers registered with the SEC.
2. Bechtel Sold Shares of Global Energy.
53. Bryant caused Bechtel to be incorporated in January 2013 to act as a

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broker or dealer effecting transactions in the securities of Global Energy.
54. Welch and Bryant controlled Bechtel.
55. Bryant opened a bank account for Bechtel on which Bryant was the sole
signatory.  Bryant used part of Bechtel’s Global Energy sales proceeds to pay his
personal expenses.
56. Bryant and Welch recruited many of the Vertex sales agents to work for
Bechtel to offer and sell the securities of Global Energy, through general solicitation
using cold calling and investor lead lists.
57. On or about March 2, 2013, Vertex sent an email to its sales agents
reminding them “that this Friday (3/8/13) will be the last day that the Woodland Hills
Vertex office will be accepting mail or fedex, and the last time the phones will be
answered. . . . You don’t have to necessarily tell them about Bechtel just yet (unless
they are ready to purchase more shares right now).  It might be better to wait until we
are able to offer New Global shares to bring up Bechtel as a new entity.”  (Emphasis
in original.)
58. Welch and Bryant provided scripts, exemplars of email communications,
and information about the merits of the investment in Global Energy’s securities to
the Bechtel sales agents with the intention that the sales agents use the information
and materials to offer and sell the securities of Global Energy to prospective
investors.  Welch and Bryant set the price at which the securities were sold by
Bechtel sales agents.
59. At the direction of Welch or Bryant, the Bechtel sales agents made
telephone calls and sent email messages actively soliciting prospective investors that
were identified from lead lists.  They sent stock purchase agreements to investors by
courier, and requested return of the agreements with payment to Bechtel by mail to its
address in California.
60. Some of the Bechtel sales agents used aggressive sales tactics pressuring
investors to purchase Global Energy stock.

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61. Between approximately March and July 2013, Welch and Bryant,
through Bechtel, offered and sold approximately 2,375,250 shares of Global Energy,
which were held in the name of Vertex, in approximately 69 transactions with
investors for approximately $540,982.  After Bechtel received payment from
investors for the purchase of Global Energy stock, Welch and Bryant arranged for
Vertex to deliver the shares to the investors by courier or the mails.
62. Bechtel used sales agents to effect transactions in, induce and attempt to
induce the purchase or sale of the securities of Global Energy that it acquired from
third-parties.  None of the Bechtel sales agents were registered or associated with
broker-dealers registered with the SEC.
3. Welch and Bryant were Brokers and Dealers Through Their Use and
Control of Vertex and Bechtel.
63. Welch and Bryant and the entities they controlled did not respect
corporate formalities.  Rather, they took numerous actions demonstrating that this
was a common enterprise, including:
a.  Vertex acquired some of the Global Energy shares from persons or entities
that were controlled by Welch and Bryant, but did not pay those persons or
entities prior to selling the shares to the public;
b.  Vertex acquired Global Energy shares from Bio-Global on February 1,
2012, but did not make any payments to Bio-Global until nearly five months
later on June 28, 2012;
c.  Welch and Bryant, acting through Vertex, acquired shares from other
related parties, such as West and his daughter, but did not pay those parties
prior to selling the shares to the public; and
d.  Vertex transferred Global Energy shares that it owned to investors who
purchased the shares from and paid Bechtel.
64. Welch, directly or indirectly, effected transactions, induced, or attempted
to induce sales of the securities of Global Energy, through sales made by Vertex,

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Bechtel and various sales agents, while Welch was not registered as or associated
with a broker or dealer registered with the SEC.  Welch acted as a dealer through
Vertex when it offered and sold securities for its own account, and acted as a broker
through Vertex and Bechtel when they offered and sold securities for the accounts of
others.
65. Bryant, directly or indirectly, effected transactions, induced or attempted
to induce sales of the securities of Global Energy, through sales made by Vertex,
Bechtel and various sales agents, while Bryant was not registered as or associated
with a broker or dealer registered with the SEC.  Bryant acted as a dealer through
Vertex when it offered and sold securities for its own account, and acted as a broker
through Vertex and Bechtel when they offered and sold securities for the accounts of
others.
66. Between September 26, 2012 and July 2013, Welch and Bryant received
gross pecuniary gain of approximately $2,057,852 from sales of Global Energy
securities by Vertex and Bechtel.
B. Welch, Bryant, Knight, DEI and DED Acted as Unregistered Brokers and
Dealers, and Bio-Global Acted as an Unregistered Dealer in the Sale of the
Securities of New Global.
67. From June 2013 through May 2016, Welch, Bryant, Knight, DEI, and
DED, directly or indirectly, acted as brokers and dealers engaged in the business of
offering and selling securities of New Global and other companies, for the accounts
of others and for their own accounts, by means of interstate commerce or the mails.
68. From June 2013 through May 2016, Bio-Global, directly or indirectly,
acted as a dealer engaged in the business of offering and selling securities of New
Global and other companies, for its own account, by means of interstate commerce or
the mails.
69. At all times relevant to the Complaint, Welch, Bryant, Knight, Bio-
Global, DEI, DED, and the sales agents that they used to solicit investors, were not

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registered as brokers-dealers or associated with broker-dealers registered with the
SEC under Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1).
1. Bio-Global, Welch and Bryant Acted As Unregistered Dealers that
Acquired and Sold New Global Shares for their Own Account.
70. Welch and Bryant controlled Bio-Global.  They were officers of Bio-
Global and made decisions for the company.
71. Welch was a signatory on Bio-Global’s bank account and used the
account to pay his personal expenses.
72. The knowledge of Welch and Bryant is attributed to Bio-Global.
73. Bio-Global entered into three promissory notes with New Global in
January 2012, November 2012, and July 2013, through which it agreed to loan a total
of $700,000 to New Global.  In each agreement, New Global gave Bio-Global the
right to convert the principal amounts due under the loan agreements into common
shares of New Global and to exercise warrants for more shares.
74. Between September 2012 and June 2014, Bio-Global converted the three
promissory notes into 2,500,000 common shares of New Global, even though Bio-
Global had not fully provided the money to New Global required by the promissory
notes.
75. In or about November 2013, Bio-Global acquired an additional 500,000
New Global common shares from New Global’s former president.
76. Between August 5, 2013 and June 11, 2014, Bio-Global sold 1,340,230
of its New Global common shares through DEI, which sold the shares to public
investors.
77. DEI did not pay Bio-Global the purported purchase price at the time of
delivery of the shares.  Instead, DEI made a series of payments between November
27, 2013 and October 10, 2014, which totaled approximately $879,347 to Bio-Global
out of the proceeds of its stock sales.
78. During 2015, Bio-Global acquired 20,000 preferred shares from New

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Global.
79. On or about March 3, 2015, Bio-Global sold 4,160 preferred shares
through DEI, which sold the shares to public investors.
80. Between March and August 2015, Bio-Global sold 15,840 preferred
shares through DED, which sold the shares to public investors.
81. Welch, Bryant, and Bio-Global acted as dealers in the sales of New
Global common and preferred stock while each of them was not registered with the
SEC as a broker-dealer in violation of Section 15(a)(1) of the Exchange Act.
82. Welch and Bryant are also liable under Section 20(b) of the Exchange
Act for Bio-Global’s actions as an unregistered dealer because they used the company
to violate the broker-dealer registration provisions of Section 15(a)(1) of the
Exchange Act.
2. DEI, Welch, Bryant and Knight Acted As Unregistered Brokers and
Dealers in the Sale of the Securities of New Global.
83. Knight caused DEI to be incorporated in May 2013, to offer and sell the
securities of New Global that it obtained from Bio-Global.
84. Knight was an officer of DEI and its owner, and the sole signatory on
DEI’s bank account.  Knight used part of the New Global sales proceeds to pay his
personal expenses.
85. In addition to Knight, Welch and Bryant controlled DEI.  Knight, Welch
and Bryant made decisions for DEI about the means and manner of sale of New
Global securities.  The knowledge of Knight, Welch and Bryant is attributed to DEI.
86. Welch, Bryant and Knight, and the entities they controlled, including
DEI, did not respect corporate formalities.
87. Between June 2013 and March 2015, DEI acquired 1,340,230 common
shares and 4,160 preferred shares of New Global from Bio-Global.
88. On or about October 28, 2014, DEI acquired 450,000 common shares
directly from New Global.

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89. Starting in or about June 2013, DEI sold New Global shares through
Bechtel and its sales agents.
90. Welch and Bryant recruited Bechtel and sales agents to sell New Global
securities acquired by DEI.  The sales agents made general solicitation using cold
calling and investor lead lists.
91. Welch and Bryant provided scripts, exemplars of email communications,
and information about the merits of the investment in New Global’s securities to the
Bechtel sales agents with the intention that the sales agents use the information and
materials to offer and sell the securities of New Global to prospective investors.
Welch and Bryant set the price at which the securities were sold by Bechtel sales
agents.
92. Some of the Bechtel sales agents used aggressive sales tactics pressuring
investors to purchase New Global stock.
93. Bechtel requested that some investors execute stock purchase
agreements with Bechtel and send payments to Bechtel’s office in Northridge,
California.
94. To fulfil Bechtel’s sales agreements, DEI transferred ownership of its
New Global shares to investors who had signed stock purchase agreements with and
paid Bechtel.
95. DEI never received any payment from Bechtel.
96. DEI and Knight also received stock purchase agreements and payments
from some investors by mail to DEI’s office in Boulder Colorado.
97. Knight approved the sales transactions by Bechtel and DEI, and directed
the transfer agent to deliver the stock certificates to investors.
98. Between approximately June 2013 and October 2014, DEI and Bechtel
sold approximately 889,989 common shares of New Global in approximately 178
transactions with investors.  Bechtel received approximately $509,275 and DEI
received approximately $1,195,749 from the sales.

COMPLAINT
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99. On March 3, 2015, DEI acquired 4,160 preferred shares of New Global
from Bio-Global.
100. DEI, indirectly sold, through DED and its sales agents, 4,160 preferred
shares of New Global.
101. Knight, Welch and Bryant, through DEI, or other entities that they
controlled, paid transaction-based compensation or commissions to the Bechtel sales
agents for selling the New Global shares.
102.  Welch, Bryant, Knight, and DEI acted as a broker and dealer in its sales
of New Global common and preferred stock while not registered with the SEC as a
broker-dealer in violation of Section 15(a)(1) of the Exchange Act.
103. Welch, Bryant, and Knight are also liable under Section 20(b) of the
Exchange Act for DEI’s actions as an unregistered broker-dealer, because they used
the company to violate the broker-dealer registration provisions of Section 15(a)(1) of
the Exchange Act.
3. DED, Welch, Bryant and Knight Acted As Unregistered Brokers and
Dealers in the Sale of the Securities of New Global.
104. Bryant caused DED to be incorporated in 2013 to act as a broker or
dealer effecting transactions in the securities of New Global.
105. Bryant is the owner of DED, and is a signatory on DED’s bank accounts.
Bryant used part of DED’s New Global sales proceeds to pay his personal expenses.
106. Welch, Bryant and Knight controlled DED.  Welch, Bryant and Knight
made decisions for DED about the means and manner of sale of New Global
securities.  The knowledge of Welch, Bryant and Knight is attributed to DEI.
107. Welch, Bryant, Knight, and the entities they controlled, including DED,
did not respect corporate formalities.
108. Welch and Bryant recruited sales agents for DED, including through
Craig’s List, to solicit public investors to purchase New Global securities, and
operated “boiler room” call centers in California and Costa Rica.  The sales agents

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used cold calling and investor lead lists to solicit investors.
109. Welch and Bryant provided scripts, exemplars of email communications,
and information about the merits of the investment in New Global’s securities to the
DED sales agents with the intention that the sales agents use the information and
materials to offer and sell the securities of New Global to prospective investors.
Welch and Bryant set the price at which the securities were sold by DED sales agents.
110. At the direction of Welch or Bryant, the sales agents made telephone
calls and sent email messages actively soliciting prospective investors that were
identified from lead lists.  They sent stock purchase agreements to investors by
courier, and requested return of the agreements with payment to DED by mail to its
address in California.
111. DED used sales agents to effect transactions in, induce and attempt to
induce the purchase or sale of the securities of New Global that it acquired.  None of
the DED sales agents were registered or associated with broker-dealers registered
with the SEC.
112. Some of the DED sales agents used aggressive sales tactics pressuring
investors to purchase the stock.
113. Welch, Bryant, and Knight through DED, DEI, or other entities that they
controlled, paid transaction-based compensation or commissions to the DED sales
agents for selling the New Global shares.
114. In March and April 2014, DED acquired 44,000 shares of New Global
from DEI.
115. In April 2014, DED effected transactions and sold 44,000 New Global
shares to investors for its own account as a dealer.
116. Between June 2014 and May 2015, DED effected transactions and sold
approximately 785,534 New Global shares on behalf of DEI as a broker.
117. On or about March 3, 2015, DED effected transactions and sold 4,160
preferred shares of New Global on behalf of DEI as a broker.

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118. Between March and August 2015, DED acquired 15,840 preferred
shares of New Global from Bio-Global.
119. Between March and September 2015, DED effected transactions and
sold the 15,840 preferred shares of New Global as a broker-dealer.
120. During 2015, DED acquired and sold hundreds of thousands of New
Global common shares from investors as a dealer.
121. DED, Welch, Bryant and Knight continued to sell New Global common
shares through at least May 2016.
122. Between March 2014 and October 2015, DED sold approximately
1,255,067 common shares of New Global in approximately 317 transactions with
investors and received approximately $2,574,195.  These sales included DED’s
resales of New Global common stock that it purchased from investors.
123. Between October 2014 and October 2015, DED sold 20,000 preferred
shares in approximately 154 transactions with investors and received approximately
$1,843,900.
124. Between March 2014 and January 2015, DED transferred to DEI
approximately $475,754 from the proceeds of its sales of New Global common and
preferred stock.
125. Between August 2014 and November 2015, DED transferred
approximately $2,275,374 to Bio-Global from the proceeds of the New Global
common and preferred stock sales.
126. Welch, Bryant, Knight and DED effected transactions, induced or
attempted to induce sales of the securities of New Global, while each of them was not
registered as, or associated with a broker or dealer registered with the SEC in
violation of Section 15(a)(1) of the Exchange Act.
127. Welch, Bryant, and Knight are also liable under Section 20(b) of the
Exchange Act for DED’s actions as an unregistered broker-dealer, because they used
the company to violate the broker-dealer registration provisions of Section 15(a)(1) of

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the Exchange Act.
128. Welch, Bryant and Knight collaborated in a joint effort to effect
transactions and sell the securities of New Global.
II. WELCH, BRYANT AND KNIGHT VIOLATED SECTION 20(b) OF
THE EXCHANGE ACT.
129. Section 20(b) of the Exchange Act, 15 U.S.C. §78t(b), provides that it is
unlawful for any person, directly or indirectly to do any act or thing which it would
be unlawful for such person to do under the provisions of the Exchange Act through
or by means of any other person.
130. Welch, Bryant, and Knight are liable under Section 20(b) of the
Exchange Act,15 U.S.C. § 78t(b), for violations of the broker-dealer registration
provisions of Section 15(a)(1) of the Exchange Act, because they, directly or
indirectly, acted as brokers and dealers through or by the means of Bio-Global, DED,
DEI, Vertex, Bechtel, and various sales agents, while Welch, Bryant and Knight and
their sales agents were not registered as broker-dealers or associated with broker-
dealers registered with the SEC.
III. WELCH, BRYANT, KNIGHT, BIO-GLOBAL, DEI, DED, WEST AND
NEW GLOBAL VIOLATED SECTION 5 OF THE SECURITIES ACT
BY MAKING UNREGISTERED OFFERS AND SALES OF THE
SECURITIES OF GLOBAL ENERGY OR NEW GLOBAL.
131. Section 5 of the Securities Act, 15 U.S.C. § 77e(a) and(c), makes it
unlawful for any person, directly or indirectly, to use interstate commerce or the
mails, to sell a security unless a registration statement is in effect as to the security, or
to offer to sell a security unless a registration statement has been filed as to such
security.
A. Welch and Bryant Made Unregistered Offers and Sales of Global Energy
Securities through Vertex and Bechtel.
132. Prior to acquiring title to any Global Energy shares, Vertex and its sales

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agents began soliciting investors and receiving stock purchase agreements and money
for the purchase of the shares as early as December 2011.
133. Between February 2012 and May 2013, Welch and Bryant, through
Vertex, acquired approximately 22,002,428 shares of Global Energy from at least
eleven third-parties, which included 1,022,898 shares from Bio-Global, shares from
several entities controlled by Bryant, and shares from West and his daughter, all of
whom acquired the shares directly from Global Energy.
134. Between December 2011 and July 2013, Welch and Bryant, through
Vertex and Bechtel, offered and sold at least 20,868,571 shares of Global Energy to
more than 300 investors located throughout the United States, including investors
within this judicial district, and received approximately $4,050,449.
135. Of the amount of stock sales described above, between September 26,
2012 and July 2013, Welch and Bryant, through Vertex and Bechtel, offered and sold
approximately 9,311,511 shares for proceeds of approximately $2,110,852.
136. Welch and Bryant, through Vertex, Bechtel, and their sales agents used
the means of interstate commerce or the mails in the offers and sales of Global
Energy securities, to solicit investors, collect payments for the stock purchases, and
deliver the stock certificates to investors throughout the United States, including
investors located in this judicial district.
137. No registration statement was filed or in effect for offers and sales of
Global Energy securities by Welch and Bryant through Vertex and Bechtel.
138. Welch and Bryant were indirect sellers due to their participation in the
offers and sales of Global Energy securities by Vertex and Bechtel, because they
controlled Vertex and Bechtel, acquired the shares to be sold, and made decisions
about the number of share to be sold, the price, and the information to be sent to
prospective investors.  Welch and Bryant also hired the sales agents who solicited the
investors and ensured that the sales agents were paid commissions.
139. Welch and Bryant were necessary participants and substantial factors in

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the offers or sales of Global Energy securities by Vertex and Bechtel.  But for the
actions of Welch and Bryant in acquiring the securities for Vertex, hiring the sales
agents, providing information on the investment to the sales agents to use in the offer
and sale, and arranging for the delivery of the stock certificates to investors, the offers
and sales would not have occurred.
140. Welch and Bio-Global were affiliates of Global Energy.
141. In early 2012, Bio-Global owned more than 5% of the outstanding
shares of Global Energy.
142. Bryant was an affiliate of Global Energy.
143. In early 2012, Bryant controlled more than 5% of the outstanding shares
of Global Energy.
144. Welch and Bryant acted as statutory underwriters engaged in the
distribution of Global Energy securities to public investors.
145. Welch and Bryant recklessly disregarded the statutory requirement that
each offer or sale of a security must be the subject of a registration statement filed or
in effect with the SEC.
B. New Global and West Made Unregistered Offers and Sales of the
Securities of New Global to Bio-Global and DEI.
146. New Global offered and sold approximately 400,000 and 440,230 shares
of common stock to Bio-Global on June 25, 2013 and June 11, 2014 respectively,
through loan conversions.
147. New Global offered and sold approximately 450,000 shares to DEI on
October 28, 2014.
148. Between February and September 2015, New Global offered and sold
20,000 shares of preferred stock to Bio-Global.
149. West was the CEO and sole director of New Global and controlled its
operations.
150. New Global and West, directly or indirectly, used the means of interstate

COMPLAINT
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commerce or the mails to offer and sell New Global common and preferred shares
and deliver the share certificates to Bio-Global and DEI.
151. No registration statement was filed or in effect for offers and sales of
New Global securities by New Global and West.
152. West was an indirect seller of New Global common and preferred shares
to Bio-Global and DEI because he negotiated the terms of the sales and authorized
and approved the transactions as the sole director of New Global.
153. West was a necessary participant and substantial factor in New Global’s
offers and sales of securities to Bio-Global and DEI.  But for West’s approval of the
sales to Bio-Global and DEI, and the subsequent resales by Bio-Global and DEI to
public investors, the offers and sales would not have occurred.
154. New Global received approximately $1,925,800 from Bio-Global for the
stock and warrants it acquired.  Bio-Global used money received from DEI’s and
DED’s New Global stock sales to provide ongoing funding to New Global.
155. New Global paid approximately $430,601 to West or his law firm out of
the funds received from Bio-Global.
156. West and New Global recklessly disregarded the statutory requirement
that each offer or sale of a security must be the subject of a registration statement
filed or in effect with the SEC.
C. Bio-Global, Welch, Bryant, Knight, DEI, DED, and West Made
Unregistered Offers and Sales of the Securities of New Global.
157. On or about August 5, 2013, Bio-Global, Welch and Bryant offered and
sold 400,000 shares of New Global common stock to DEI that Bio-Global acquired
directly from New Global.
158. DEI and Knight, assisted by Welch, Bryant, Bechtel, and their sales
agents, offered and sold the 400,000 shares of New Global between June and October
2013, through general solicitation to public investors located throughout the United
States and within this judicial district.

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159. On or about December 17, 2013, Bio-Global, Welch, and Bryant offered
and sold 500,000 shares of New Global acquired from the former president of New
Global to DEI.
160. DEI and Knight, assisted by DED, Welch and Bryant, offered and sold
the 500,000 shares of New Global between November 2013 and April 2014, through
general solicitation to public investors located throughout the United States and
within this judicial district.
161. On or about June 11, 2014, Bio-Global, Welch and Bryant offered and
sold 440,230 shares of New Global common stock acquired directly from New
Global to DEI.
162. DEI and Knight, assisted by DED, Welch and Bryant, offered and sold
the 440,230 shares between June and October 2014, through general solicitations to
public investors located throughout the United States and within this judicial district.
163. On or about October 28, 2014, DEI acquired 450,000 shares of common
stock directly from New Global.
164. DEI and Knight, assisted by DED, Welch, and Bryant, offered and sold
the 450,000 shares between November 2014 and March 2015, through general
solicitation to public investors located throughout the United States and within this
judicial district.
165. During 2015, DED acquired approximately 419,387 New Global
common shares from investors, who previously purchased the shares from the
Defendants.
166.   DED, assisted by Welch, Bryant, and Knight, offered and sold the
419,387 shares during 2015, through general solicitation to public investors located
throughout the United States and within this judicial district
167. Between February and August 2015, Bio-Global acquired 20,000
preferred shares directly from New Global.
168. On or about March 3, 2015, Bio-Global, Welch and Bryant offered and

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sold 4,160 New Global preferred shares to DEI.
169. Between March and September 2015, Bio-Global, Welch and Bryant
offered and sold 15,840 preferred shares of New Global to DED.
170. DEI and DED, assisted by Knight, Welch, and Bryant, offered and sold
20,000 preferred shares between approximately February and September 2015,
through general solicitation to public investors located throughout the United States
and within this judicial district.
171. As described above, DEI, with the assistance of Bechtel, sold
approximately 889,989 New Global common shares between June 2013 and October
2014, in approximately 178 transactions with investors for proceeds of approximately
$1,705,024.
172. As described above, DED sold approximately 1,255,067 common shares
between June 2013 and October 2015, in approximately 317 transactions with
investors for proceeds of approximately $2,574,195.
173. As described above, DEI and DED sold 20,000 preferred New Global
shares between March 2015 and October 2015 in approximately 154 transactions
with investors for proceeds of approximately $1,843,900.
174. DEI and DED, directly or indirectly, used the means of interstate
commerce or the mails in the offers and sales of New Global securities, to solicit
investors, collect payments for the stock, and deliver the stock certificates to investors
throughout the United States, including investors located in this judicial district.
175. Welch, Bryant, and Knight, directly or indirectly, used the means of
interstate commerce or the mails in the offer and sale of New Global securities by,
among other things, instructing sales agents to contact prospective investors by
telephone or email, sending the stock purchase agreements to investors by email,
courier or mail, directing investors to mail checks for the purchase of the securities to
DEI at its address in Colorado or to Bechtel or DED at addresses in California, and
directing the transfer agents in Florida or Colorado to mail the stock certificates to

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DED in California for delivery to the investors.
176. No registration statement was filed or in effect for offers and sales of
common stock or preferred stock of New Global by DEI and DED.
177. Welch, Bryant, Knight, and Bio-Global were indirect sellers due to their
participation in the offers and sales of New Global common and preferred shares by
Bechtel, DEI, and DED, because they controlled DEI, DED, and Bechtel, acquired
the shares to be sold, and made decisions about the number of share to be sold, the
price, and the information to be sent to prospective investors.  Welch and Bryant also
hired the sales agents who solicited the investors and ensured that the sales agents
were paid commissions.
178. Welch, Bryant, Knight, and Bio-Global were necessary participants and
substantial factors in the offers or sales of New Global common and preferred shares
by Bechtel, DEI, and DED.  But for the actions of Welch, Bryant, Knight and Bio-
Global in acquiring the securities for DEI or DED, hiring the sales agents, providing
information on the investment to the sales agents to use in the offer and sale, and
arranging for the delivery of the stock certificates to investors, the offers and sales
would not have occurred.
179. West was an indirect seller due to his participation in the sales by Bio-
Global, Bechtel, DEI and DED.  West, on behalf of New Global, entered into the loan
agreements with Bio-Global, which allowed Bio-Global to obtain the shares that it
then immediately resold to the public investors through Bechtel, DEI and DED.  West
provided the new issuance instructions to the transfer agent to issue the shares to Bio-
Global and DEI; and also approved of the immediate transfers of Bio-Global’s
common and preferred shares to DEI and DED, and subsequent sales and
distributions of common shares and preferred shares by DEI and DED to public
investors.  But for West’s actions, the public distribution of New Global securities
could not have occurred.
180. West was a necessary participant and substantial factor in the resales of

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New Global stock by Bio-Global, Bechtel, DEI, and DED. West, on behalf of New
Global, entered into the loan agreements with Bio-Global, which allowed Bio-Global
to obtain the shares that it then immediately resold to the public investors through
Bechtel, DEI and DED.  West provided the new issuance instructions to the transfer
agent to issue the shares to Bio-Global and DEI; and also approved of the immediate
transfers of Bio-Global’s common and preferred shares to DEI and DED, and
subsequent sales and distributions of common shares and preferred shares by DEI and
DED to public investors.  But for West’s actions, the public distribution of New
Global securities could not have occurred.
181. Bio-Global, Welch and Bryant were affiliates of New Global.
182.  Starting in November 2012, Bio-Global owned more than 5% of the
outstanding shares of New Global, and supplied substantially all of the operating
capital for New Global.
183. DEI and Knight were affiliates of New Global.
184. Starting in 2013, DEI owned more than 5% of the outstanding shares of
New Global.
185. Welch, Bryant, Knight, Bio-Global, DEI, and DED were statutory
underwriters effecting the public distribution of New Global securities.
186. All of the Defendants recklessly disregarded the statutory requirement
that each offer or sale of a security must be the subject of a registration statement
filed or in effect with the SEC.
FIRST CLAIM FOR RELIEF
Unregistered Broker-Dealer
Violation of Section 15(a) of the Exchange Act
(Against Defendants Welch, Bryant, Knight, Bio-Global, DEI and DED)
187. The SEC realleges and incorporates by reference paragraphs 1 through
186 above.
188. In connection with their offer and sale of the securities of Global Energy

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or New Global discussed above, Welch, Bryant, Knight, DEI, and DED acted as
brokers and dealers engaged in the regular business of effecting transactions in
securities for the account of others or buying and selling securities for their own
accounts.
189. In connection with the offer and sale of the securities of New Global
discussed above, Bio-Global acted as a dealer engaged in the regular business of
effecting transactions in securities for its own account.
190. Welch, Bryant, Knight, Bio-Global, DEI, and DED 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 or sale of securities while they were
not registered with the SEC as a broker-dealer or associated with a broker-dealer
registered with the SEC.
191. By reason of the conduct described above, Defendants Welch, Bryant,
Knight, Bio-Global, DEI, and DED 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).
SECOND CLAIM FOR RELIEF
Liability under Section 20(b) of the Exchange Act
for Violations of Section 15(a) of the Exchange Act
(Against Defendants Welch, Bryant and Knight)
192. The SEC realleges and incorporates by reference paragraphs 1 through
186 above.
193. Defendants Welch, Bryant and Knight violated Section 20(b) of the
Exchange Act, 15 U.S.C. § 78t(b), by, directly or indirectly, effecting transactions in
the securities of Global Energy or New Global through or by means of Bio-Global,
DEI, DED, Vertex, Bechtel, or their sales agents, when the Defendants were not
registered as brokers or dealers, which is unlawful under Section 15(a)(1) of the
Exchange Act, 15 U.S.C. § 78o(a)(1).
194. Welch, Bryant and Knight engaged in acts through or by means of third

COMPLAINT
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parties that would have been unlawful for Welch, Bryant and Knight to do themselves
under Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1).
195. By reason of the conduct described above, Defendants Welch, Bryant,
and Knight violated, and, unless restrained and enjoined, will continue to violate,
Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b).
THIRD CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Against Defendants Welch, Bryant, Knight, Bio-Global, DEI, DED,
West and New Global)
196. The SEC realleges and incorporates by reference paragraphs 1 through
186 above.
197. The shares of Global Energy and New Global that the Defendants
offered and sold to public investors are “securities” as that term is defined in Section
2(a)(1) of the Securities Act and Section 2(10) the Exchange Act, 15 U.S. C. §§
77b(a)(1) and 78(b)(10).
198. Welch, Bryant, Knight, Bio-Global, DEI, DED, West, and New Global,
directly or indirectly, singly or in concert, made use of the means or instruments of
transportation or communication in interstate commerce or of the mails to sell
securities through the use or medium of a prospectus or otherwise, or caused to be
carried through the mails or in interstate commerce by any means or instruments of
transportation, securities for the purpose of sale or for delivery after sale when no
registration statement was in effect as to those securities.
199. Welch, Bryant, Knight, Bio-Global, DEI, DED, West and New Global,
directly or indirectly, singly or in concert, made use of the means or instruments of
transportation or communication in interstate commerce or of the mails to offer to sell
or offer to buy securities through the use or medium of a prospectus or otherwise,
when no registration statement had been filed for those securities.

COMPLAINT
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200. By reason of the conduct described above, Welch, Bryant, Knight, Bio-
Global, DEI, DED, West and New Global violated and, unless restrained and
enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act , 15
U.S.C. §§ 77e(a) and 77e(c).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Find that each of the Defendants committed the violations alleged in this
Complaint;
II.
Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently restraining and enjoining each of the Defendants from
violating, directly or indirectly, the laws and rules alleged against them in this
Complaint;
III.
Order the Defendants to disgorge any and all ill-gotten gains, together with
pre-judgment interest, derived from the improper conduct alleged in this Complaint;
IV.
Order that each of the Defendants pay civil money penalties pursuant to
Section 20(d) of the Securities Act,15 U.S.C. § 77t(d), and Section 21(d) of the
Exchange Act, 15 U.S.C. § 78u(d), in an amount to be determined by the Court, plus
post-judgment interest;
V.
Order all of the Defendants to be permanently restrained and enjoined from
engaging in any offering of a penny stock pursuant to Section 20(g) of the Securities
Act, 15 U.S.C. § 77t(g), and Section 21(d)(6) of the Exchange Act, 15 U.S.C. §
78u(d)(6);

COMPLAINT
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VI.
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; and
VII.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 27, 2017
Jury Trial Demand
Respectfully Submitted,

/s/ Douglas M. Miller
Douglas M. Miller
Attorney for Plaintiff
Securities and Exchange Commission

Complaints and Other Initiating Documents
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Notice of Electronic Filing
The following transaction was entered by Miller, Douglas on 9/27/2017 at 2:06 PM PDT and filed on
9/27/2017
Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and
Exchange Commission. (Attorney Douglas M Miller added to party Securities and
Exchange Commission(pty:pla))(Miller, Douglas)
5:17-cv-01968 Notice has been electronically mailed to:
Douglas M Miller     [email protected], [email protected], [email protected],
[email protected], [email protected]
5:17-cv-01968 Notice has been delivered by First Class U. S. Mail or by other means BY THE
FILER to :
The following document(s) are associated with this transaction:
5:17-cv-01968 Securities and Exchange Commission v. Welch et al
Case Name:Securities and Exchange Commission v. Welch et al
Case Number:5:17-cv-01968
Filer:Securities and Exchange Commission
Document Number:1
Document description:Main Document
Original filename:F:\marcelom\Welch\Complaint.pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=9/27/2017] [FileNumber=24284009-0
] [aca78f389fcf1511622c1c3735c93ae77f2b82d96706be9bf9e0793c0ba93dfb608
0539e5b6502bd1c09f4ad4b3fb980cc9cea6cb55f2428831ceaf6d8e4b47b]]
Page 1 of 1CM/ECF - California Central District
9/27/2017https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?880128537556723

COMPLAINT 1  

 

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LESLIE J. HUGHES (Col. Bar No. 15043) 
Email:  [email protected] 
JACQUELINE M. MOESSNER (N.Y. Bar No. 4456521) 
Email:  [email protected] 
Attorneys for Plaintiff 
Securities and Exchange Commission 
1961 Stout Street, Suite 1700 
Denver, Colorado 80294-1961 
Telephone: (303) 844-1000 
Facsimile: (303) 297-3529 
 
LOCAL COUNSEL: 
DOUGLAS M. MILLER (Cal. Bar No. 240398) 
Email:  [email protected] 
Securities and Exchange Commission 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

DAVID HOWARD WELCH, 
MARC JAY BRYANT, 
JOHN CHARLES KNIGHT, 
PERRY DOUGLAS WEST, 
BIO-GLOBAL RESOURCES, INC.,  
DIVERSIFIED EQUITIES INC., 
DIVERSIFIED EQUITIES 
DEVELOPMENT, INC.,  
 and NEW GLOBAL ENERGY INC., 
 

Defendants. 
 

 Case No. 
 
 
COMPLAINT 
 
JURY TRIAL DEMANDED 

 
Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 1 of 32   Page ID #:1



 

COMPLAINT 2  

 

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JURISDICTION AND VENUE 

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

20(d)(1) and 22(a) of the Securities Act of 1933, as amended (“Securities Act”), 15 

U.S.C. §§ 77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 

27(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), 15 

U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendants, directly or indirectly, made use of the means or 

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

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

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

Certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because the Defendants either reside in, or transacted 

business within, this district, including the sale of securities to investors that resided 

in this district. 

SUMMARY 

4. This case involves numerous individuals and entities acting as broker-

dealers – including operating a boiler room “cold-calling” operation – despite failing 

to register with the SEC in violation of Section 15(a) of the Exchange Act.   In 

addition, all of the Defendants, operating through a web of controlled entities, sold  

stock in two successive companies to the public in unregistered transactions in 

violation of Sections 5(a) and 5(c) of the Securities Act, thereby depriving investors 

of important and legally required information.  Through their illegal plan the 

Defendants effected millions of dollars of securities transactions in the stock of two 

entities:  Global Energy Technology Group, Inc. (“Global Energy”) and Defendant 

New Global Energy, Inc. (“New Global”). 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 2 of 32   Page ID #:2



 

COMPLAINT 3  

 

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5. From 2011through 2015, Defendants David Howard Welch, Marc Jay 

Bryant, and John Charles Knight, through various shell companies including Vertex 

International Group, LLC (“Vertex”), Bechtel Advisory Group, Inc. (“Bechtel”), and 

Defendants Bio-Global Resources, Inc. (“Bio-Global”), Diversified Equities Inc. 

(“DEI”), and Diversified Equities Development Inc. (“DED”), acted as brokers and 

dealers effecting transactions in the securities of Global Energy, New Global and 

other companies, while these Defendants were not registered, or associated with 

broker-dealers registered, with the SEC.   

6. Welch and Bryant used Bio-Global to acquire millions of shares of 

Global Energy and New Global directly from the companies.  Welch, Bryant, and 

Bio-Global then used a series of shell companies to solicit investors to purchase the 

shares. 

7. Starting in November 2011, they used Vertex as a broker to solicit and 

sell Global Energy stock to investors, and transferred shares to Vertex to complete the 

sales.  In March 2013, they discontinued using Vertex and began using Bechtel as the 

broker to solicit and sell the remainder of the Global Energy shares held in Vertex’s 

name.  Mid-year 2013, Welch, Bryant, and Bio-Global transitioned from selling 

Global Energy shares to New Global shares.   

8. Welch, Bryant, Knight, and Bio-Global used Bechtel and DEI to solicit 

and sell New Global shares and Bio-Global transferred shares to DEI to complete the 

sales.  By the end of 2013, Welch, Bryant, Knight, and Bio-Global stopped using 

Bechtel, and focused their sales activities through DEI.  In March 2014, Welch, 

Bryant, Knight, and Bio-Global began using DED, in addition to DEI, to solicit and 

sell New Global shares held in DEI’s name.  By the end of 2014, Welch, Bryant, 

Knight, and Bio-Global used only DED to solicit and sell the remainder of the New 

Global common and preferred shares held in the name of DEI or DED.   

 

 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 3 of 32   Page ID #:3



 

COMPLAINT 4  

 

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9. This chart visually depicts the flow of stock and money among the 

various entities: 

 

 

Global Energy Technology 
Group (GETG)
[Welch/Bryant]

Bio‐Global Resources
[Welch/Bryant]

Bechtel 
Advisory Group, 

Inc.
[Welch/Bryant]

Vertex 
International 
Group LLC

[Welch/Bryant]

326 Global Energy Investors
Total $4,050,449

$540,982

(2013)

New Global Energy, Inc.  
(NGEY)

[West/Welch]

Diversified 
Equities, Inc. 

(DEI)
[Welch/Bryant/

Knight]

363 New Global Investors   
Total $6,123,119

Diversified 
Equities 

Dev. (DED)
[Welch/Bryant/

Knight] 

$1,195,749
(2013 ‐14)

$509,275
(2013)

$4,418,095
(2014‐15)

Other 
Bryant/Welch 

entities and other 
related sources of 

stock

$3,509,467
(2011‐ 13)

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 4 of 32   Page ID #:4



 

COMPLAINT 5  

 

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10. From their sales of the securities of Global Energy and New Global, the 

Welch, Bryant, Knight, Bio-Global, DEI and DED raised over ten million dollars 

from more than 500 investors.  As a result of conduct alleged in this Complaint, these 

Defendants violated the broker-dealer registration provisions of Section 15(a)(1) of 

the Exchange Act, 15 U.S.C. § 78o(a)(1). 

11. All of the Defendants violated the securities offering registration 

provisions of the Securities Act.  From 2012 through 2015, all Defendants, directly or 

indirectly, offered and sold securities of Global Energy or New Global when no 

registration statement was filed or in effect with the SEC and no exemption from 

registration applied.  As a result of conduct alleged in this Complaint, each of the 

Defendants violated the securities offering registration provisions of Sections 5(a) 

and (c) of the Securities Act, 15 U.S.C. § 77e(a) and (c).  

THE DEFENDANTS 

12. David Howard Welch (A/K/A David Howard Bryant) (“Welch”) is an 

individual that resides in Palm Desert, California, and transacts business, including 

the offer or sale of securities as detailed in this Complaint, within this judicial district 

and throughout the United States.  Welch is the brother of Marc Bryant.   

13. Marc Jay Bryant (A/K/A Marc Jay Welch) (“Bryant”) is an individual 

that resides in Chatsworth, California and transacts business, including the offer or 

sale of securities as detailed in this Complaint, within this judicial district and 

throughout the United States.  Bryant is the brother of David Welch.   

14. John Charles Knight (“Knight”) is an individual that resides in 

Longmont, Colorado, and transacts business, including the offer or sale of securities 

as detailed in this Complaint, within this judicial district and throughout the United 

States.   

15. Perry Douglas West (“West”) is an individual that resides in Cocoa, 

Florida and is an attorney admitted to practice law in Florida.  He transacts business, 

including the offer or sale of securities as detailed in this Complaint, within this 

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COMPLAINT 6  

 

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judicial district and throughout the United States. 

16. Bio-Global Resources Inc. (“Bio-Global”) was incorporated in Texas in 

2008 and re-incorporated in Wyoming in 2011.  Bio-Global operates from its 

principal place of business in Palm Desert, California.  It transacts business by 

offering or selling securities including Global Energy and New Global, as detailed in 

this Complaint, within this judicial district and throughout the United States.  Welch 

and Bryant are officers or directors of Bio-Global. 

17. Diversified Equities Inc. (“DEI”) was incorporated in Colorado in May 

2013.  DEI operates from its principal place of business in Boulder, Colorado.  It 

transacts business by offering and selling securities, as detailed in this Complaint, 

within this judicial district and throughout the United States.  Knight is an officer and 

director of DEI. 

18. Diversified Equities Development Inc. (“DED”) was incorporated in 

Nevada in November 2013 and reincorporated in California in October 2014.  DED 

operated “boiler-room” call centers for sales agents in Northridge and Encino, 

California, and in Costa Rica.  It transacts business by offering and selling securities, 

as detailed in this Complaint, within this judicial district and throughout the United 

States.  Bryant and Knight are officers or directors of DED. 

19. New Global Energy, Inc. (“New Global” or “NGEY”) was incorporated 

in Wyoming 2012.  New Global operates from its principal place of business in 

Brevard County, Florida and owned tilapia fish farms in Thermal and Mecca, 

California.  It transacts business by offering or selling securities, as detailed in this 

Complaint, within this judicial district and throughout the United States.  At all 

relevant times herein, West was the chief executive officer (“CEO”) of New Global. 

20. New Global’s common and preferred stock are securities as defined in 

Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, 15 

U.S.C. §§ 77b(a)(1) & 78c(a)(10).  New Global’s commons stock traded in the over-

the-counter market under the symbol “NGEY.”  At certain times relevant to the 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 6 of 32   Page ID #:6



 

COMPLAINT 7  

 

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Complaint, the common stock of New Global was a “penny stock” as defined in 15 

U.S.C. § 78c(a)(51). 

OTHER RELEVANT ENTITIES 

21. Global Energy Technology Group, Inc. (“Global Energy” or “GETG”) 

was a Nevada corporation formed in 2009 with its principal place of business in 

Dallas, Texas.  Global Energy was a private company purportedly in the business of 

creating renewable bio-fuel using jatropha trees, and later operating tilapia fish farms 

in California.  From approximately January 2010 until June 2012, West was the CEO 

of Global Energy.  GETG sold all of its assets to New Global in September 2014, its 

Texas business license expired in January 2015, and it is no longer operating.  

22. Global Energy’s common stock is a security as defined in Section 

2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, 15 U.S.C. §§ 

77b(a)(1) & 78c(a)(10).  At all relevant times to the Complaint, the common stock of 

Global Energy was a “penny stock” as defined in 15 U.S.C. § 78c(a)(51). 

23. Vertex International Group, LLC (“Vertex”) was a Wyoming limited 

liability corporation formed in November 2011 and administratively dissolved in 

January 2013.  Vertex was one of the shell companies that Welch and Bryant used to 

offer and sell securities of Global Energy.  Vertex transacted business from, and 

operated “boiler-room” call centers for sales agents in Woodland Hills and 

Northridge, California.  Bryant was the managing member of Vertex. 

24. On September 4, 2013, the state of Wisconsin, Department of Financial 

Institutions, Division of Securities ordered Vertex to cease and desist from further 

offers or sales of securities in Wisconsin and from transacting business as a broker-

dealer in Wisconsin unless registered. 

25. Bechtel Advisory Group, Inc. (“Bechtel”) was a Wyoming corporation 

formed in 2013 and administratively dissolved in March 2014.  Bechtel was one of 

the shell companies that Welch, Bryant and Knight used to offer and sell securities of 

Global Energy and New Global.  Bechtel transacted business from and operated 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 7 of 32   Page ID #:7



 

COMPLAINT 8  

 

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“boiler-room” call centers for sales agents in Northridge, California.  Bryant was the 

president of Bechtel. 

26. On January 8, 2016, the state of California, Business, Consumer 

Services and Housing Agency, Department of Business Oversight ordered Bryant, 

Vertex, and Bechtel to desist and refrain from acting as a broker-dealer or engaging 

in broker-dealer activities, based on their conduct in the sale of the securities of 

Global Energy. 

FACTUAL ALLEGATIONS 

I. WELCH, BRYANT, KNIGHT, BIO-GLOBAL, DEI, AND DED 

ILLEGALLY ACTED AS BROKERS OR DEALERS.  

27. Between November 2011 and July 2013, Welch and Bryant through 

Vertex and Bechtel acted as unregistered broker-dealers effecting transactions in the 

securities of Global Energy.  Between June 2013 and May 2015, Welch, Bryant, Bio-

Global, Knight, DEI and DED acted as unregistered broker-dealers effecting 

transactions in the securities of New Global.   

28. Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1), makes it 

unlawful for any person or entity to make use of the mails or any means or 

instrumentality of interstate commerce to effect any transactions in, or to induce or 

attempt to induce the purchase or sale of any security, unless such broker or dealer is 

registered with the SEC. 

29. Section 3(a)(4) of the Exchange Act, 15 U.S.C. § 78c(a)(4), defines a 

broker as any person engaged in the business of effecting transactions in securities for 

the accounts of others. 

30. Section 3(a)(5) of the Exchange Act, 15 U.S.C. § 78c(a)(5), defines a 

dealer as any person engaged in the business of buying and selling securities for such 

person’s own account through a broker or otherwise. 

31. During all times relevant to the Complaint, Welch, Bryant, Knight, Bio-

Global, DEI and DED were not registered as brokers or dealers, or associated with 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 8 of 32   Page ID #:8



 

COMPLAINT 9  

 

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broker-dealers registered, with the SEC under Section 15(a)(1) of the Exchange Act, 

15 U.S.C. § 78o(a)(1). 

32. Welch, Bryant, Knight, Bio-Global, DEI and DED acted with deliberate 

or reckless disregard of a regulatory requirement to be registered as a broker or 

dealer.  

A. Welch and Bryant Acted as Brokers and Dealers in the Sale of the 

Securities of Global Energy through Vertex and Bechtel. 

33. From 2011 through 2013, Welch and Bryant acted as brokers and dealers 

engaged in the business of effecting transactions in the securities of Global Energy, 

and other companies, for the accounts of others and for their own accounts. 

34. In May 2010, Welch sent an email to the chief executive officer of one 

of the companies whose securities he offered and sold, and admitted that he was a 

broker-dealer.  In that email, Welch stated, in part: “I have operated one of the larger 

private broker dealer networks with over 1,000 licensed reps and have been 

personally responsible for raising over $500,000,000 in capital.” 

35. In 2011, Welch, through Bio-Global, owned or controlled 1,822,898 

shares of Global Energy or approximately 5% of the outstanding shares of Global 

Energy.   

36. In 2011, Bryant owned or controlled at least 2,181,430 shares of Global 

Energy held in the name of a trust or approximately 6.5% of the outstanding shares of 

Global Energy. 

37. In 2011, Welch discussed with West, the CEO of Global Energy, making 

a public offering of common stock of Global Energy to investors. 

38. As part of the plan to sell Global Energy stock, Welch and Bryant set up 

a number of shell companies, including but not limited to Vertex and Bechtel, 

through which they offered and sold the shares of Global Energy and received money 

from investors. 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 9 of 32   Page ID #:9



 

COMPLAINT 10  

 

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1. Vertex Sold Shares of Global Energy. 

39. Bryant caused Vertex to be incorporated in 2011 to act as a broker or 

dealer effecting transactions in the securities of Global Energy. 

40. Welch and Bryant controlled Vertex. 

41. Bryant opened a bank account for Vertex on which Bryant was the sole 

signatory.  Bryant used part of Vertex’s Global Energy sales proceeds to pay his 

personal expenses. 

42. Welch and Bryant recruited sales agents for Vertex to generally solicit 

public investors to purchase Global Energy securities, using cold calls and investor 

lead lists. 

43. Welch and Bryant provided scripts, exemplars of email communications, 

and information about the merits of the investment in Global Energy’s securities to 

the Vertex sales agents with the intention that the sales agents use the information and 

materials to offer and sell the securities of Global Energy to prospective investors.  

Welch and Bryant set the price at which the securities were sold by Vertex sales 

agents. 

44. At the direction of Welch or Bryant, the Vertex sales agents made 

telephone calls and sent email messages actively soliciting prospective investors that 

were identified from lead lists.  They sent stock purchase agreements to investors by 

courier, and requested return of the agreements with payment to Vertex by mail to its 

address in California.  

45. Some of the Vertex sales agents used aggressive sales tactics pressuring 

investors to purchase the stock.     

46. Welch and Bryant, through Vertex, Bechtel, or other entities that they 

controlled, paid transaction-based compensation or commissions up to 40% to the 

sales agents for selling the Global Energy shares. 

47. After putting the sales structure in place, Welch sent an email to West 

and others on November 21, 2011 advising that he and Bryant were making 

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COMPLAINT 11  

 

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arrangements to call “all of our [] clients and all of our JV [Joint Venture] clients and 

see[] what their level of interest is in acquiring Pre-Public stock in GETG . . . we are 

offering it at .25 a share. . . . When we go public. . . GETG[] need[s] to have some 

fairly sterile accounting for the reverse merger . . . thus . . . GETG is not selling or 

paying any fees for the sale of its PRIVATE Stock.” 

48. Vertex sales agent began soliciting investors and received payments 

from investors starting in December 2011. 

49. Between February 2012 and May 2013, Vertex acquired approximately 

22,002,428 shares of Global Energy from at least eleven third-parties, and held the 

shares in the name of Vertex.  Vertex acquired 1,022,898 of these Global Energy 

shares from Bio-Global.  

50. Between November 2011 and September 21, 2012, Welch and Bryant, 

through Vertex, effected transactions in, and offered and sold approximately 

9,245,560 shares of Global Energy in approximately 253 transactions with investors 

located in numerous states, including within this judicial district, for approximately 

$1,992,597.  After Vertex received payment from investors for the purchase of 

Global Energy stock, Welch and Bryant arranged for Vertex to deliver the shares to 

the investors by courier or the mails.   

51. Between September 26, 2012 and July 2013, Welch and Bryant, through 

Vertex, effected transactions in and offered and sold approximately 6,262,480 shares 

of Global Energy in approximately 255 transactions with investors located in 

numerous states, including within this judicial district, for approximately $1,516,870.  

52. Vertex used sales agents to effect transactions in, induce and attempt to 

induce the purchase or sale of the securities of Global Energy that it acquired from 

third-parties.  None of the Vertex sales agents were registered or associated with 

broker-dealers registered with the SEC.   

2. Bechtel Sold Shares of Global Energy. 

53. Bryant caused Bechtel to be incorporated in January 2013 to act as a 

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COMPLAINT 12  

 

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broker or dealer effecting transactions in the securities of Global Energy.  

54. Welch and Bryant controlled Bechtel. 

55. Bryant opened a bank account for Bechtel on which Bryant was the sole 

signatory.  Bryant used part of Bechtel’s Global Energy sales proceeds to pay his 

personal expenses. 

56. Bryant and Welch recruited many of the Vertex sales agents to work for 

Bechtel to offer and sell the securities of Global Energy, through general solicitation 

using cold calling and investor lead lists.   

57. On or about March 2, 2013, Vertex sent an email to its sales agents 

reminding them “that this Friday (3/8/13) will be the last day that the Woodland Hills 

Vertex office will be accepting mail or fedex, and the last time the phones will be 

answered. . . . You don’t have to necessarily tell them about Bechtel just yet (unless 

they are ready to purchase more shares right now).  It might be better to wait until we 

are able to offer New Global shares to bring up Bechtel as a new entity.”  (Emphasis 

in original.) 

58. Welch and Bryant provided scripts, exemplars of email communications, 

and information about the merits of the investment in Global Energy’s securities to 

the Bechtel sales agents with the intention that the sales agents use the information 

and materials to offer and sell the securities of Global Energy to prospective 

investors.  Welch and Bryant set the price at which the securities were sold by 

Bechtel sales agents. 

59. At the direction of Welch or Bryant, the Bechtel sales agents made 

telephone calls and sent email messages actively soliciting prospective investors that 

were identified from lead lists.  They sent stock purchase agreements to investors by 

courier, and requested return of the agreements with payment to Bechtel by mail to its 

address in California.  

60. Some of the Bechtel sales agents used aggressive sales tactics pressuring 

investors to purchase Global Energy stock.      

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 12 of 32   Page ID #:12



 

COMPLAINT 13  

 

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61. Between approximately March and July 2013, Welch and Bryant, 

through Bechtel, offered and sold approximately 2,375,250 shares of Global Energy, 

which were held in the name of Vertex, in approximately 69 transactions with 

investors for approximately $540,982.  After Bechtel received payment from 

investors for the purchase of Global Energy stock, Welch and Bryant arranged for 

Vertex to deliver the shares to the investors by courier or the mails.   

62. Bechtel used sales agents to effect transactions in, induce and attempt to 

induce the purchase or sale of the securities of Global Energy that it acquired from 

third-parties.  None of the Bechtel sales agents were registered or associated with 

broker-dealers registered with the SEC. 

3. Welch and Bryant were Brokers and Dealers Through Their Use and 

Control of Vertex and Bechtel. 

63. Welch and Bryant and the entities they controlled did not respect 

corporate formalities.  Rather, they took numerous actions demonstrating that this 

was a common enterprise, including:  

a.  Vertex acquired some of the Global Energy shares from persons or entities 

that were controlled by Welch and Bryant, but did not pay those persons or 

entities prior to selling the shares to the public; 

b.  Vertex acquired Global Energy shares from Bio-Global on February 1, 

2012, but did not make any payments to Bio-Global until nearly five months 

later on June 28, 2012; 

c.  Welch and Bryant, acting through Vertex, acquired shares from other 

related parties, such as West and his daughter, but did not pay those parties 

prior to selling the shares to the public; and 

d.  Vertex transferred Global Energy shares that it owned to investors who 

purchased the shares from and paid Bechtel. 

64. Welch, directly or indirectly, effected transactions, induced, or attempted 

to induce sales of the securities of Global Energy, through sales made by Vertex, 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 13 of 32   Page ID #:13



 

COMPLAINT 14  

 

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Bechtel and various sales agents, while Welch was not registered as or associated 

with a broker or dealer registered with the SEC.  Welch acted as a dealer through 

Vertex when it offered and sold securities for its own account, and acted as a broker 

through Vertex and Bechtel when they offered and sold securities for the accounts of 

others.  

65. Bryant, directly or indirectly, effected transactions, induced or attempted 

to induce sales of the securities of Global Energy, through sales made by Vertex, 

Bechtel and various sales agents, while Bryant was not registered as or associated 

with a broker or dealer registered with the SEC.  Bryant acted as a dealer through 

Vertex when it offered and sold securities for its own account, and acted as a broker 

through Vertex and Bechtel when they offered and sold securities for the accounts of 

others. 

66. Between September 26, 2012 and July 2013, Welch and Bryant received 

gross pecuniary gain of approximately $2,057,852 from sales of Global Energy 

securities by Vertex and Bechtel.   

B. Welch, Bryant, Knight, DEI and DED Acted as Unregistered Brokers and 

Dealers, and Bio-Global Acted as an Unregistered Dealer in the Sale of the 

Securities of New Global. 

67. From June 2013 through May 2016, Welch, Bryant, Knight, DEI, and 

DED, directly or indirectly, acted as brokers and dealers engaged in the business of 

offering and selling securities of New Global and other companies, for the accounts 

of others and for their own accounts, by means of interstate commerce or the mails. 

68. From June 2013 through May 2016, Bio-Global, directly or indirectly, 

acted as a dealer engaged in the business of offering and selling securities of New 

Global and other companies, for its own account, by means of interstate commerce or 

the mails. 

69. At all times relevant to the Complaint, Welch, Bryant, Knight, Bio-

Global, DEI, DED, and the sales agents that they used to solicit investors, were not 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 14 of 32   Page ID #:14



 

COMPLAINT 15  

 

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registered as brokers-dealers or associated with broker-dealers registered with the 

SEC under Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1). 

1. Bio-Global, Welch and Bryant Acted As Unregistered Dealers that 

Acquired and Sold New Global Shares for their Own Account. 

70. Welch and Bryant controlled Bio-Global.  They were officers of Bio-

Global and made decisions for the company. 

71. Welch was a signatory on Bio-Global’s bank account and used the 

account to pay his personal expenses. 

72. The knowledge of Welch and Bryant is attributed to Bio-Global.   

73. Bio-Global entered into three promissory notes with New Global in 

January 2012, November 2012, and July 2013, through which it agreed to loan a total 

of $700,000 to New Global.  In each agreement, New Global gave Bio-Global the 

right to convert the principal amounts due under the loan agreements into common 

shares of New Global and to exercise warrants for more shares.   

74. Between September 2012 and June 2014, Bio-Global converted the three 

promissory notes into 2,500,000 common shares of New Global, even though Bio-

Global had not fully provided the money to New Global required by the promissory 

notes.  

75. In or about November 2013, Bio-Global acquired an additional 500,000 

New Global common shares from New Global’s former president.   

76. Between August 5, 2013 and June 11, 2014, Bio-Global sold 1,340,230 

of its New Global common shares through DEI, which sold the shares to public 

investors. 

77. DEI did not pay Bio-Global the purported purchase price at the time of 

delivery of the shares.  Instead, DEI made a series of payments between November 

27, 2013 and October 10, 2014, which totaled approximately $879,347 to Bio-Global 

out of the proceeds of its stock sales.  

78. During 2015, Bio-Global acquired 20,000 preferred shares from New 

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COMPLAINT 16  

 

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Global. 

79. On or about March 3, 2015, Bio-Global sold 4,160 preferred shares 

through DEI, which sold the shares to public investors.  

80. Between March and August 2015, Bio-Global sold 15,840 preferred 

shares through DED, which sold the shares to public investors. 

81. Welch, Bryant, and Bio-Global acted as dealers in the sales of New 

Global common and preferred stock while each of them was not registered with the 

SEC as a broker-dealer in violation of Section 15(a)(1) of the Exchange Act. 

82. Welch and Bryant are also liable under Section 20(b) of the Exchange 

Act for Bio-Global’s actions as an unregistered dealer because they used the company 

to violate the broker-dealer registration provisions of Section 15(a)(1) of the 

Exchange Act. 

2. DEI, Welch, Bryant and Knight Acted As Unregistered Brokers and 

Dealers in the Sale of the Securities of New Global.   

83. Knight caused DEI to be incorporated in May 2013, to offer and sell the 

securities of New Global that it obtained from Bio-Global. 

84. Knight was an officer of DEI and its owner, and the sole signatory on 

DEI’s bank account.  Knight used part of the New Global sales proceeds to pay his 

personal expenses.  

85. In addition to Knight, Welch and Bryant controlled DEI.  Knight, Welch 

and Bryant made decisions for DEI about the means and manner of sale of New 

Global securities.  The knowledge of Knight, Welch and Bryant is attributed to DEI.  

86. Welch, Bryant and Knight, and the entities they controlled, including 

DEI, did not respect corporate formalities.   

87. Between June 2013 and March 2015, DEI acquired 1,340,230 common 

shares and 4,160 preferred shares of New Global from Bio-Global. 

88. On or about October 28, 2014, DEI acquired 450,000 common shares 

directly from New Global. 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 16 of 32   Page ID #:16



 

COMPLAINT 17  

 

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89. Starting in or about June 2013, DEI sold New Global shares through 

Bechtel and its sales agents. 

90. Welch and Bryant recruited Bechtel and sales agents to sell New Global 

securities acquired by DEI.  The sales agents made general solicitation using cold 

calling and investor lead lists.   

91. Welch and Bryant provided scripts, exemplars of email communications, 

and information about the merits of the investment in New Global’s securities to the 

Bechtel sales agents with the intention that the sales agents use the information and 

materials to offer and sell the securities of New Global to prospective investors.  

Welch and Bryant set the price at which the securities were sold by Bechtel sales 

agents. 

92. Some of the Bechtel sales agents used aggressive sales tactics pressuring 

investors to purchase New Global stock. 

93. Bechtel requested that some investors execute stock purchase 

agreements with Bechtel and send payments to Bechtel’s office in Northridge, 

California. 

94. To fulfil Bechtel’s sales agreements, DEI transferred ownership of its 

New Global shares to investors who had signed stock purchase agreements with and 

paid Bechtel. 

95. DEI never received any payment from Bechtel.   

96. DEI and Knight also received stock purchase agreements and payments 

from some investors by mail to DEI’s office in Boulder Colorado. 

97. Knight approved the sales transactions by Bechtel and DEI, and directed 

the transfer agent to deliver the stock certificates to investors. 

98. Between approximately June 2013 and October 2014, DEI and Bechtel 

sold approximately 889,989 common shares of New Global in approximately 178 

transactions with investors.  Bechtel received approximately $509,275 and DEI 

received approximately $1,195,749 from the sales. 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 17 of 32   Page ID #:17



 

COMPLAINT 18  

 

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99. On March 3, 2015, DEI acquired 4,160 preferred shares of New Global 

from Bio-Global.  

100. DEI, indirectly sold, through DED and its sales agents, 4,160 preferred 

shares of New Global. 

101. Knight, Welch and Bryant, through DEI, or other entities that they 

controlled, paid transaction-based compensation or commissions to the Bechtel sales 

agents for selling the New Global shares. 

102.  Welch, Bryant, Knight, and DEI acted as a broker and dealer in its sales 

of New Global common and preferred stock while not registered with the SEC as a 

broker-dealer in violation of Section 15(a)(1) of the Exchange Act. 

103. Welch, Bryant, and Knight are also liable under Section 20(b) of the 

Exchange Act for DEI’s actions as an unregistered broker-dealer, because they used 

the company to violate the broker-dealer registration provisions of Section 15(a)(1) of 

the Exchange Act. 

3. DED, Welch, Bryant and Knight Acted As Unregistered Brokers and 

Dealers in the Sale of the Securities of New Global.   

104. Bryant caused DED to be incorporated in 2013 to act as a broker or 

dealer effecting transactions in the securities of New Global.  

105. Bryant is the owner of DED, and is a signatory on DED’s bank accounts.  

Bryant used part of DED’s New Global sales proceeds to pay his personal expenses. 

106. Welch, Bryant and Knight controlled DED.  Welch, Bryant and Knight 

made decisions for DED about the means and manner of sale of New Global 

securities.  The knowledge of Welch, Bryant and Knight is attributed to DEI. 

107. Welch, Bryant, Knight, and the entities they controlled, including DED, 

did not respect corporate formalities. 

108. Welch and Bryant recruited sales agents for DED, including through 

Craig’s List, to solicit public investors to purchase New Global securities, and 

operated “boiler room” call centers in California and Costa Rica.  The sales agents 

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COMPLAINT 19  

 

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used cold calling and investor lead lists to solicit investors.  

109. Welch and Bryant provided scripts, exemplars of email communications, 

and information about the merits of the investment in New Global’s securities to the 

DED sales agents with the intention that the sales agents use the information and 

materials to offer and sell the securities of New Global to prospective investors.  

Welch and Bryant set the price at which the securities were sold by DED sales agents. 

110. At the direction of Welch or Bryant, the sales agents made telephone 

calls and sent email messages actively soliciting prospective investors that were 

identified from lead lists.  They sent stock purchase agreements to investors by 

courier, and requested return of the agreements with payment to DED by mail to its 

address in California.  

111. DED used sales agents to effect transactions in, induce and attempt to 

induce the purchase or sale of the securities of New Global that it acquired.  None of 

the DED sales agents were registered or associated with broker-dealers registered 

with the SEC. 

112. Some of the DED sales agents used aggressive sales tactics pressuring 

investors to purchase the stock. 

113. Welch, Bryant, and Knight through DED, DEI, or other entities that they 

controlled, paid transaction-based compensation or commissions to the DED sales 

agents for selling the New Global shares. 

114. In March and April 2014, DED acquired 44,000 shares of New Global 

from DEI. 

115. In April 2014, DED effected transactions and sold 44,000 New Global 

shares to investors for its own account as a dealer. 

116. Between June 2014 and May 2015, DED effected transactions and sold 

approximately 785,534 New Global shares on behalf of DEI as a broker. 

117. On or about March 3, 2015, DED effected transactions and sold 4,160 

preferred shares of New Global on behalf of DEI as a broker. 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 19 of 32   Page ID #:19



 

COMPLAINT 20  

 

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118. Between March and August 2015, DED acquired 15,840 preferred 

shares of New Global from Bio-Global. 

119. Between March and September 2015, DED effected transactions and 

sold the 15,840 preferred shares of New Global as a broker-dealer. 

120. During 2015, DED acquired and sold hundreds of thousands of New 

Global common shares from investors as a dealer.  

121. DED, Welch, Bryant and Knight continued to sell New Global common 

shares through at least May 2016.   

122. Between March 2014 and October 2015, DED sold approximately 

1,255,067 common shares of New Global in approximately 317 transactions with 

investors and received approximately $2,574,195.  These sales included DED’s 

resales of New Global common stock that it purchased from investors. 

123. Between October 2014 and October 2015, DED sold 20,000 preferred 

shares in approximately 154 transactions with investors and received approximately 

$1,843,900. 

124. Between March 2014 and January 2015, DED transferred to DEI 

approximately $475,754 from the proceeds of its sales of New Global common and 

preferred stock. 

125. Between August 2014 and November 2015, DED transferred 

approximately $2,275,374 to Bio-Global from the proceeds of the New Global 

common and preferred stock sales. 

126. Welch, Bryant, Knight and DED effected transactions, induced or 

attempted to induce sales of the securities of New Global, while each of them was not 

registered as, or associated with a broker or dealer registered with the SEC in 

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

127. Welch, Bryant, and Knight are also liable under Section 20(b) of the 

Exchange Act for DED’s actions as an unregistered broker-dealer, because they used 

the company to violate the broker-dealer registration provisions of Section 15(a)(1) of 

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the Exchange Act. 

128. Welch, Bryant and Knight collaborated in a joint effort to effect 

transactions and sell the securities of New Global.  

II. WELCH, BRYANT AND KNIGHT VIOLATED SECTION 20(b) OF 

THE EXCHANGE ACT.  

129. Section 20(b) of the Exchange Act, 15 U.S.C. §78t(b), provides that it is 

unlawful for any person, directly or indirectly to do any act or thing which it would 

be unlawful for such person to do under the provisions of the Exchange Act through 

or by means of any other person.  

130. Welch, Bryant, and Knight are liable under Section 20(b) of the 

Exchange Act,15 U.S.C. § 78t(b), for violations of the broker-dealer registration 

provisions of Section 15(a)(1) of the Exchange Act, because they, directly or 

indirectly, acted as brokers and dealers through or by the means of Bio-Global, DED, 

DEI, Vertex, Bechtel, and various sales agents, while Welch, Bryant and Knight and 

their sales agents were not registered as broker-dealers or associated with broker-

dealers registered with the SEC.   

III. WELCH, BRYANT, KNIGHT, BIO-GLOBAL, DEI, DED, WEST AND 

NEW GLOBAL VIOLATED SECTION 5 OF THE SECURITIES ACT 

BY MAKING UNREGISTERED OFFERS AND SALES OF THE 

SECURITIES OF GLOBAL ENERGY OR NEW GLOBAL.  

131. Section 5 of the Securities Act, 15 U.S.C. § 77e(a) and(c), makes it 

unlawful for any person, directly or indirectly, to use interstate commerce or the 

mails, to sell a security unless a registration statement is in effect as to the security, or 

to offer to sell a security unless a registration statement has been filed as to such 

security. 

A. Welch and Bryant Made Unregistered Offers and Sales of Global Energy 

Securities through Vertex and Bechtel. 

132. Prior to acquiring title to any Global Energy shares, Vertex and its sales 

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COMPLAINT 22  

 

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agents began soliciting investors and receiving stock purchase agreements and money 

for the purchase of the shares as early as December 2011.  

133. Between February 2012 and May 2013, Welch and Bryant, through 

Vertex, acquired approximately 22,002,428 shares of Global Energy from at least 

eleven third-parties, which included 1,022,898 shares from Bio-Global, shares from 

several entities controlled by Bryant, and shares from West and his daughter, all of 

whom acquired the shares directly from Global Energy.   

134. Between December 2011 and July 2013, Welch and Bryant, through 

Vertex and Bechtel, offered and sold at least 20,868,571 shares of Global Energy to 

more than 300 investors located throughout the United States, including investors 

within this judicial district, and received approximately $4,050,449. 

135. Of the amount of stock sales described above, between September 26, 

2012 and July 2013, Welch and Bryant, through Vertex and Bechtel, offered and sold 

approximately 9,311,511 shares for proceeds of approximately $2,110,852.   

136. Welch and Bryant, through Vertex, Bechtel, and their sales agents used 

the means of interstate commerce or the mails in the offers and sales of Global 

Energy securities, to solicit investors, collect payments for the stock purchases, and 

deliver the stock certificates to investors throughout the United States, including 

investors located in this judicial district.   

137. No registration statement was filed or in effect for offers and sales of 

Global Energy securities by Welch and Bryant through Vertex and Bechtel.   

138. Welch and Bryant were indirect sellers due to their participation in the 

offers and sales of Global Energy securities by Vertex and Bechtel, because they 

controlled Vertex and Bechtel, acquired the shares to be sold, and made decisions 

about the number of share to be sold, the price, and the information to be sent to 

prospective investors.  Welch and Bryant also hired the sales agents who solicited the 

investors and ensured that the sales agents were paid commissions.   

139. Welch and Bryant were necessary participants and substantial factors in 

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COMPLAINT 23  

 

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the offers or sales of Global Energy securities by Vertex and Bechtel.  But for the 

actions of Welch and Bryant in acquiring the securities for Vertex, hiring the sales 

agents, providing information on the investment to the sales agents to use in the offer 

and sale, and arranging for the delivery of the stock certificates to investors, the offers 

and sales would not have occurred.  

140. Welch and Bio-Global were affiliates of Global Energy. 

141. In early 2012, Bio-Global owned more than 5% of the outstanding 

shares of Global Energy.   

142. Bryant was an affiliate of Global Energy. 

143. In early 2012, Bryant controlled more than 5% of the outstanding shares 

of Global Energy.  

144. Welch and Bryant acted as statutory underwriters engaged in the 

distribution of Global Energy securities to public investors. 

145. Welch and Bryant recklessly disregarded the statutory requirement that 

each offer or sale of a security must be the subject of a registration statement filed or 

in effect with the SEC.   

B. New Global and West Made Unregistered Offers and Sales of the 

Securities of New Global to Bio-Global and DEI. 

146. New Global offered and sold approximately 400,000 and 440,230 shares 

of common stock to Bio-Global on June 25, 2013 and June 11, 2014 respectively, 

through loan conversions.   

147. New Global offered and sold approximately 450,000 shares to DEI on 

October 28, 2014.   

148. Between February and September 2015, New Global offered and sold 

20,000 shares of preferred stock to Bio-Global. 

149. West was the CEO and sole director of New Global and controlled its 

operations.  

150. New Global and West, directly or indirectly, used the means of interstate 

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COMPLAINT 24  

 

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commerce or the mails to offer and sell New Global common and preferred shares 

and deliver the share certificates to Bio-Global and DEI. 

151. No registration statement was filed or in effect for offers and sales of 

New Global securities by New Global and West.   

152. West was an indirect seller of New Global common and preferred shares 

to Bio-Global and DEI because he negotiated the terms of the sales and authorized 

and approved the transactions as the sole director of New Global. 

153. West was a necessary participant and substantial factor in New Global’s 

offers and sales of securities to Bio-Global and DEI.  But for West’s approval of the 

sales to Bio-Global and DEI, and the subsequent resales by Bio-Global and DEI to 

public investors, the offers and sales would not have occurred.   

154. New Global received approximately $1,925,800 from Bio-Global for the 

stock and warrants it acquired.  Bio-Global used money received from DEI’s and 

DED’s New Global stock sales to provide ongoing funding to New Global. 

155. New Global paid approximately $430,601 to West or his law firm out of 

the funds received from Bio-Global. 

156. West and New Global recklessly disregarded the statutory requirement 

that each offer or sale of a security must be the subject of a registration statement 

filed or in effect with the SEC.   

C. Bio-Global, Welch, Bryant, Knight, DEI, DED, and West Made 

Unregistered Offers and Sales of the Securities of New Global. 

157. On or about August 5, 2013, Bio-Global, Welch and Bryant offered and 

sold 400,000 shares of New Global common stock to DEI that Bio-Global acquired 

directly from New Global.   

158. DEI and Knight, assisted by Welch, Bryant, Bechtel, and their sales 

agents, offered and sold the 400,000 shares of New Global between June and October 

2013, through general solicitation to public investors located throughout the United 

States and within this judicial district.   

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COMPLAINT 25  

 

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159. On or about December 17, 2013, Bio-Global, Welch, and Bryant offered 

and sold 500,000 shares of New Global acquired from the former president of New 

Global to DEI.   

160. DEI and Knight, assisted by DED, Welch and Bryant, offered and sold 

the 500,000 shares of New Global between November 2013 and April 2014, through 

general solicitation to public investors located throughout the United States and 

within this judicial district.   

161. On or about June 11, 2014, Bio-Global, Welch and Bryant offered and 

sold 440,230 shares of New Global common stock acquired directly from New 

Global to DEI.   

162. DEI and Knight, assisted by DED, Welch and Bryant, offered and sold 

the 440,230 shares between June and October 2014, through general solicitations to 

public investors located throughout the United States and within this judicial district.   

163. On or about October 28, 2014, DEI acquired 450,000 shares of common 

stock directly from New Global.   

164. DEI and Knight, assisted by DED, Welch, and Bryant, offered and sold 

the 450,000 shares between November 2014 and March 2015, through general 

solicitation to public investors located throughout the United States and within this 

judicial district.   

165. During 2015, DED acquired approximately 419,387 New Global 

common shares from investors, who previously purchased the shares from the 

Defendants. 

166.   DED, assisted by Welch, Bryant, and Knight, offered and sold the 

419,387 shares during 2015, through general solicitation to public investors located 

throughout the United States and within this judicial district 

167. Between February and August 2015, Bio-Global acquired 20,000 

preferred shares directly from New Global.   

168. On or about March 3, 2015, Bio-Global, Welch and Bryant offered and 

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COMPLAINT 26  

 

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sold 4,160 New Global preferred shares to DEI. 

169. Between March and September 2015, Bio-Global, Welch and Bryant 

offered and sold 15,840 preferred shares of New Global to DED. 

170. DEI and DED, assisted by Knight, Welch, and Bryant, offered and sold 

20,000 preferred shares between approximately February and September 2015, 

through general solicitation to public investors located throughout the United States 

and within this judicial district.   

171. As described above, DEI, with the assistance of Bechtel, sold 

approximately 889,989 New Global common shares between June 2013 and October 

2014, in approximately 178 transactions with investors for proceeds of approximately 

$1,705,024.   

172. As described above, DED sold approximately 1,255,067 common shares 

between June 2013 and October 2015, in approximately 317 transactions with 

investors for proceeds of approximately $2,574,195.   

173. As described above, DEI and DED sold 20,000 preferred New Global 

shares between March 2015 and October 2015 in approximately 154 transactions 

with investors for proceeds of approximately $1,843,900.   

174. DEI and DED, directly or indirectly, used the means of interstate 

commerce or the mails in the offers and sales of New Global securities, to solicit 

investors, collect payments for the stock, and deliver the stock certificates to investors 

throughout the United States, including investors located in this judicial district.   

175. Welch, Bryant, and Knight, directly or indirectly, used the means of 

interstate commerce or the mails in the offer and sale of New Global securities by, 

among other things, instructing sales agents to contact prospective investors by 

telephone or email, sending the stock purchase agreements to investors by email, 

courier or mail, directing investors to mail checks for the purchase of the securities to 

DEI at its address in Colorado or to Bechtel or DED at addresses in California, and 

directing the transfer agents in Florida or Colorado to mail the stock certificates to 

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COMPLAINT 27  

 

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DED in California for delivery to the investors.   

176. No registration statement was filed or in effect for offers and sales of 

common stock or preferred stock of New Global by DEI and DED.   

177. Welch, Bryant, Knight, and Bio-Global were indirect sellers due to their 

participation in the offers and sales of New Global common and preferred shares by 

Bechtel, DEI, and DED, because they controlled DEI, DED, and Bechtel, acquired 

the shares to be sold, and made decisions about the number of share to be sold, the 

price, and the information to be sent to prospective investors.  Welch and Bryant also 

hired the sales agents who solicited the investors and ensured that the sales agents 

were paid commissions.   

178. Welch, Bryant, Knight, and Bio-Global were necessary participants and 

substantial factors in the offers or sales of New Global common and preferred shares 

by Bechtel, DEI, and DED.  But for the actions of Welch, Bryant, Knight and Bio-

Global in acquiring the securities for DEI or DED, hiring the sales agents, providing 

information on the investment to the sales agents to use in the offer and sale, and 

arranging for the delivery of the stock certificates to investors, the offers and sales 

would not have occurred.   

179. West was an indirect seller due to his participation in the sales by Bio-

Global, Bechtel, DEI and DED.  West, on behalf of New Global, entered into the loan 

agreements with Bio-Global, which allowed Bio-Global to obtain the shares that it 

then immediately resold to the public investors through Bechtel, DEI and DED.  West 

provided the new issuance instructions to the transfer agent to issue the shares to Bio-

Global and DEI; and also approved of the immediate transfers of Bio-Global’s 

common and preferred shares to DEI and DED, and subsequent sales and 

distributions of common shares and preferred shares by DEI and DED to public 

investors.  But for West’s actions, the public distribution of New Global securities 

could not have occurred.   

180. West was a necessary participant and substantial factor in the resales of 

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COMPLAINT 28  

 

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New Global stock by Bio-Global, Bechtel, DEI, and DED. West, on behalf of New 

Global, entered into the loan agreements with Bio-Global, which allowed Bio-Global 

to obtain the shares that it then immediately resold to the public investors through 

Bechtel, DEI and DED.  West provided the new issuance instructions to the transfer 

agent to issue the shares to Bio-Global and DEI; and also approved of the immediate 

transfers of Bio-Global’s common and preferred shares to DEI and DED, and 

subsequent sales and distributions of common shares and preferred shares by DEI and 

DED to public investors.  But for West’s actions, the public distribution of New 

Global securities could not have occurred. 

181. Bio-Global, Welch and Bryant were affiliates of New Global. 

182.  Starting in November 2012, Bio-Global owned more than 5% of the 

outstanding shares of New Global, and supplied substantially all of the operating 

capital for New Global.   

183. DEI and Knight were affiliates of New Global.  

184. Starting in 2013, DEI owned more than 5% of the outstanding shares of 

New Global.  

185. Welch, Bryant, Knight, Bio-Global, DEI, and DED were statutory 

underwriters effecting the public distribution of New Global securities. 

186. All of the Defendants recklessly disregarded the statutory requirement 

that each offer or sale of a security must be the subject of a registration statement 

filed or in effect with the SEC.  

FIRST CLAIM FOR RELIEF 

Unregistered Broker-Dealer 

Violation of Section 15(a) of the Exchange Act 

(Against Defendants Welch, Bryant, Knight, Bio-Global, DEI and DED) 

187. The SEC realleges and incorporates by reference paragraphs 1 through 

186 above. 

188. In connection with their offer and sale of the securities of Global Energy 

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COMPLAINT 29  

 

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or New Global discussed above, Welch, Bryant, Knight, DEI, and DED acted as 

brokers and dealers engaged in the regular business of effecting transactions in 

securities for the account of others or buying and selling securities for their own 

accounts.   

189. In connection with the offer and sale of the securities of New Global 

discussed above, Bio-Global acted as a dealer engaged in the regular business of 

effecting transactions in securities for its own account.   

190. Welch, Bryant, Knight, Bio-Global, DEI, and DED 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 or sale of securities while they were 

not registered with the SEC as a broker-dealer or associated with a broker-dealer 

registered with the SEC. 

191. By reason of the conduct described above, Defendants Welch, Bryant, 

Knight, Bio-Global, DEI, and DED 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). 

SECOND CLAIM FOR RELIEF 

Liability under Section 20(b) of the Exchange Act  

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

(Against Defendants Welch, Bryant and Knight) 

192. The SEC realleges and incorporates by reference paragraphs 1 through 

186 above. 

193. Defendants Welch, Bryant and Knight violated Section 20(b) of the 

Exchange Act, 15 U.S.C. § 78t(b), by, directly or indirectly, effecting transactions in 

the securities of Global Energy or New Global through or by means of Bio-Global, 

DEI, DED, Vertex, Bechtel, or their sales agents, when the Defendants were not 

registered as brokers or dealers, which is unlawful under Section 15(a)(1) of the 

Exchange Act, 15 U.S.C. § 78o(a)(1).  

194. Welch, Bryant and Knight engaged in acts through or by means of third 

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COMPLAINT 30  

 

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parties that would have been unlawful for Welch, Bryant and Knight to do themselves 

under Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1). 

195. By reason of the conduct described above, Defendants Welch, Bryant, 

and Knight violated, and, unless restrained and enjoined, will continue to violate, 

Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b). 

THIRD CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

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

(Against Defendants Welch, Bryant, Knight, Bio-Global, DEI, DED,  

West and New Global) 

196. The SEC realleges and incorporates by reference paragraphs 1 through 

186 above. 

197. The shares of Global Energy and New Global that the Defendants 

offered and sold to public investors are “securities” as that term is defined in Section 

2(a)(1) of the Securities Act and Section 2(10) the Exchange Act, 15 U.S. C. §§ 

77b(a)(1) and 78(b)(10). 

198. Welch, Bryant, Knight, Bio-Global, DEI, DED, West, and New Global, 

directly or indirectly, singly or in concert, made use of the means or instruments of 

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

securities through the use or medium of a prospectus or otherwise, or caused to be 

carried through the mails or in interstate commerce by any means or instruments of 

transportation, securities for the purpose of sale or for delivery after sale when no 

registration statement was in effect as to those securities. 

199. Welch, Bryant, Knight, Bio-Global, DEI, DED, West and New Global, 

directly or indirectly, singly or in concert, made use of the means or instruments of 

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

or offer to buy securities through the use or medium of a prospectus or otherwise, 

when no registration statement had been filed for those securities.  

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COMPLAINT 31  

 

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200. By reason of the conduct described above, Welch, Bryant, Knight, Bio-

Global, DEI, DED, West and New Global violated and, unless restrained and 

enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act , 15 

U.S.C. §§ 77e(a) and 77e(c). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Find that each of the Defendants committed the violations alleged in this 

Complaint; 

II. 

Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently restraining and enjoining each of the Defendants from 

violating, directly or indirectly, the laws and rules alleged against them in this 

Complaint; 

III. 

Order the Defendants to disgorge any and all ill-gotten gains, together with 

pre-judgment interest, derived from the improper conduct alleged in this Complaint; 

IV. 

Order that each of the Defendants pay civil money penalties pursuant to 

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

Exchange Act, 15 U.S.C. § 78u(d), in an amount to be determined by the Court, plus 

post-judgment interest;  

V. 

Order all of the Defendants to be permanently restrained and enjoined from 

engaging in any offering of a penny stock pursuant to Section 20(g) of the Securities 

Act, 15 U.S.C. § 77t(g), and Section 21(d)(6) of the Exchange Act, 15 U.S.C. § 

78u(d)(6);   

 

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COMPLAINT 32  

 

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VI. 

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; and 

VII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  September 27, 2017  

Jury Trial Demand  

Respectfully Submitted, 

 

 /s/ Douglas M. Miller  
Douglas M. Miller 
Attorney for Plaintiff 
Securities and Exchange Commission 
 

 
 

Case 5:17-cv-01968   Document 1   Filed 09/27/17   Page 32 of 32   Page ID #:32



Complaints and Other Initiating Documents 

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

Notice of Electronic Filing

The following transaction was entered by Miller, Douglas on 9/27/2017 at 2:06 PM PDT and filed on 
9/27/2017 

Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and 
Exchange Commission. (Attorney Douglas M Miller added to party Securities and 
Exchange Commission(pty:pla))(Miller, Douglas)

5:17-cv-01968 Notice has been electronically mailed to: 

Douglas M Miller     [email protected], [email protected], [email protected], 
[email protected], [email protected] 

5:17-cv-01968 Notice has been delivered by First Class U. S. Mail or by other means BY THE 
FILER to : 

The following document(s) are associated with this transaction:

5:17-cv-01968 Securities and Exchange Commission v. Welch et al

Case Name: Securities and Exchange Commission v. Welch et al
Case Number: 5:17-cv-01968
Filer: Securities and Exchange Commission
Document Number: 1

Document description:Main Document 
Original filename:F:\marcelom\Welch\Complaint.pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=9/27/2017] [FileNumber=24284009-0
] [aca78f389fcf1511622c1c3735c93ae77f2b82d96706be9bf9e0793c0ba93dfb608
0539e5b6502bd1c09f4ad4b3fb980cc9cea6cb55f2428831ceaf6d8e4b47b]]

Page 1 of 1CM/ECF - California Central District

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